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CSSSC Annual Report 2023

Nov 19, 2024

51952_rns_2024-11-19_cd256d53-515a-44be-9013-2e0d3ead69cc.pdf

Annual Report

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Stock Code: 2025

This Annual Report is Available at: 1.http://mops.twse.com.tw 2.http://www.csssc.com.tw

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Chien Shing Stainless Steel Co., Ltd.

2023

Annual Report

Printed on May 2, 2024

  • I. Name, title, contact number and e-mail of the spokesperson: Name: Shuo-Tang Yeh Title: Chairman Contact Number: (06) 570-3271

II. Name, title, contact number and e-mail of the acting spokesperson: Name: Ching-Wen Huang Title: Head of Finance Department Contact Number: (06) 570-3271 E-Mail: [email protected]

III. Address and telephone number of the head office and plant: Head office address: No. 222, Industry Road, Madou District, Tainan Tel. No.: (06) 570-3271 Plant address: No. 222, Industry Road, Madou District, Tainan Tel. No.: (06) 570-3271

  • IV. Name, address, website URL, and telephone number of share or corporate bonds certification institution: Name: Stock Agency Department of Horizon Securities Address: 3F, No. 236, Section 4, Xinyi Road, Da'an District, Taipei City Website URL: srd.honsec.com.tw Tel. No.: (02) 2326-8818

  • V. Firm name, address, website URL, telephone number, and the name of the CPA who attested the most recent year's financial report:

Name of CPAs: CPA Wei-Chin Hou, Jui-Wen Lu

Name of the firm: Diwan & Company Address: 8F, No. 253, Sec. 3, Dongmen Road, Tainan Website URL: www.diwan.com.tw Tel. No.: (06) 336-6139

  • VI. The name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: None.

  • VII. Company website: http://www.csssc.com.tw

Table of Contents

Table of Contents Table of Contents
One. Report to Shareholders
I. Business Report 2023. --------------------------------------------------------------------- 1
II. Summary of the 2024 Business Plan ---------------------------------------------------- 2
III. Future development strategy of the company ------------------------------------------ 2
IV. Impact from external competitive environment, regulatory environment and general
business environment ---------------------------------------------------------------------- 3
Two. Company Profile----------------------------------------------------------------------- 4
Three. **Corporate Governance Report **
I. Organizational structure ------------------------------------------------------------------- 6
II Background information of directors, supervisors, the President, vice
presidents, assistant vice presidents, and heads of various departments and
branches ------------------------------------------------------------------------------------- 9
III. The State of Corporate Governance ---------------------------------------------------- 17
IV. Information on attesting CPA professional fees --------------------------------------- 50
V. Information on replacement of certified public accountant -------------------------- 50
VI. Where the company's chairperson, president, or any managerial officer in
charge of finance or accounting matters has in the most recent year held a
position at the accounting firm of its certified public accountant or at an
affiliated enterprise of such accounting firm: ----------------------------------------- 50
VII. Any transfer of equity interests and/or pledge of or change in equity interests
by a director, supervisor, managerial officer, or shareholder with a stake of
more than 10 percent during the most recent fiscal year or during the current
fiscal year up to the date of publication of the annual report ------------------------ 50
VIII. Relationship information, if among the Company's 10 largest shareholders
any one is a related party or a relative within the second degree of kinship of
another -------------------------------------------------------------------------------------- 51
IX. The total number of shares and total equity stake held in any single
enterprise by the company, its directors and supervisors, managerial officers,
and any companies controlled either directly or indirectly by the company ------ 52
Four. Information on capital raising activities:
I. Capital and shares ------------------------------------------------------------------------ 53
II. The Company's handling of corporate bonds ----------------------------------------- 56
III. The Company's preferred stocks -------------------------------------------------------- 56
IV. Global Depository Receipts ------------------------------------------------------------- 56
V. The status of issue and private placement of employee stock warrants ------------ 56
VI. The status of new restricted employee shares ----------------------------------------- 56
VII. Basic Information on acquiree and transferee Companies -------------------------- 56
VIII. Matters to be recorded regarding the capital allocation plan ------------------------ 56
Five.
Operational Overview
I. Business activities ------------------------------------------------------------------------ 57
II. Market, production and sales overview ------------------------------------------------ 59
III. Information on employees during the most recent 2 fiscal years or during the
current fiscal year up to the date of publication of the annual report -------------- 62
IV. Contribution to environmental protection --------------------------------------------- 62
V. Labor-management relations ------------------------------------------------------------ 63
VI. Major contracts --------------------------------------------------------------------------- 65
Six.
An Overview of the Company's Financial Status
I. Condensed balance sheets and statements of comprehensive income for the
most recent 5 fiscal years ---------------------------------------------------------------- 66
II. Financial analysis for the past five fiscal years --------------------------------------- 68
III. Audit Committee's Review Report on the Most Recent Annual Financial
Report -------------------------------------------------------------------------------------- 71
IV. Financial Statement for the Most Recent Year --------------------------------------- 72
V. The company or its affiliates have experienced financial difficulties in the
most recent fiscal year or during the current fiscal year up to the date of
publication of the annual report and their impact on the company’s financial
situation ------------------------------------------------------------------------------------ 126
Seven. A review and analysis of the Company's financial position and financial
performance, and a listing of risks
I. Financial situation ------------------------------------------------------------------------ 127
II. Financial performance ------------------------------------------------------------------- 127
III. Cash flow ---------------------------------------------------------------------------------- 128
IV. Major capital expenditures in the most recent year and their impact on
financial operations ---------------------------------------------------------------------- 128
V. The company's reinvestment policy for the most recent fiscal year, the main
reasons for the profits/losses generated thereby, the plan for improving
re-investment profitability, and investment plans for the coming year ------------ 128
VI. Risk evaluation during the most recent fiscal year or during the current
fiscal year up to the date of publication of the annual report ----------------------- 128
VII. Other important matters ----------------------------------------------------------------- 131
Eight. If any of the situations listed in Article 36, paragraph 2 subparagraph 2 of
the Securities and Exchange Act, which might materially affect shareholders'
equity or the price of the company's securities, has occurred during the most recent
fiscal year or during the current fiscal year up to the date of publication of the
annual report------------------------------------------------------------------------------------------ 131

One. Report to Shareholders

I. Business Report 2023

  • (I) Implementation result of the business plan:

The year 2023 is still a very difficult year for the stainless steel industry. Given the pressure of global inflation and interest rate hikes, the Russo-Ukrainian War and the outbreak of conflict between Israel and Palestine, the nickel price fell below US$20,000 per ton, which is unfavorable for market development. Due to increasing geopolitical uncertainties and volatile international raw material prices, the downstream end users are more conservative in their view of the economy, and the market and downstream demand are less than expected. The raw material quotations are weak and the customer end shows low purchase momentum. Hence, demand has also slowed down relatively.

The Company's operating revenue in 2023 was NT$738,691 thousand, a decrease of 39.99% from the 2022 operating revenue of NT$1,231,007 thousand; the operating loss was NT$155,834 thousand, an increase of NT$46,363 thousand from the 2022 operating loss of NT$109,471 thousand; the net profit after tax amounted to NT$228,218 thousand in 2023.

  • (II) Budget implementation status: Not applicable as the Company did not disclose financial forecast information to the public in 2023.

  • (III) Financial income and expenses, financial structure and profitability analysis

Analysis Item 2023 2022
Financial
income
and expenditure
Net operating income (NT$ thousand) 738,691 1,231,007

Operating profit (loss) (NT$ thousand)
(155,834) (109,471)
Net profit (loss) after tax (NT$ thousand) 228,218 780,657
Financial
structure
Debt to assets ratio (%) 5.56 3.26
Long-term capital to property, plant and equipment
ratio (%)

464.23
375.58
Profitability
Return on assets (%)
13.74 45.34
Return on equity (%) 14.39 72.09
Ratio of net income before tax to paid-in capital (%) 8.66 28.81
Net profit margin (%) 30.89 63.42
Earnings per share (NT$) 0.81 2.78
  • 1 -

(IV) Research and Development:

Through research in the cold rolling mill process , the Company is constantly searching for feasible solutions and proprietary technologies to improve the quality and consistency of stainless steel, reduce defect rates, promote real-time production quality feedback and online monitoring, streamline production and maintenance processes, and increase levels of automation. The team has made many breakthroughs over the years and proven itself competent at improving existing production procedures.

II. Summary of the 2024 Business Plan

(I) Business Policy:

Although the world is full of uncertainty, it seems that the prices of stainless steel and carbon steel have gradually stabilized. The overall economic situation of the steel industry this year is expected to be more stable compared to last year.

With the changes in the economy around the world, the Company not only increases the flexibility of order transfer but also continues to cultivate existing mature channels, consolidate existing customers, and actively develop markets. It is aiming to strengthen the upstream links and the stability of material sources and prices in the hope of expanding the sales market share. Due to the prevailing trade protectionism in the world, many countries have proposed anti-dumping and defensive measures on imports in recent years. Meanwhile, the confrontation between the US and China has intensified and the supply chain has been restructured. Sandwiched between the two powers highlights the relatively difficult situation for Taiwanese companies in global trade. Therefore, in addition to relying on the revitalization plan of the government, we will continue to reduce the cost of production and sales through the resource integration of upstream and downstream in the steel industry in order to improve the competitiveness of the Company and our customers in the steel market.

Furthermore, the Company’s operating direction will also be adjusted according to the changes in the market. To seek growth, favorable preparation and plans will be drawn up based on the market evaluation in a bid to respond to the actual situation in the future steel industry. The Company will also uphold the spirit of stable quality, stable existing suppliers, flexible sales, and comprehensive services, and actively respond to changes in the situation to grasp the pulse of the market in order to achieve operational goals.

  • (II) Important production and marketing policies:

  • Apply the price difference of each regional market with flexibility to make the most favorable entry and conversion. We actively expand the export market. We hope that old markets can be replaced when there is a change in a single market, increasing flexibility of substitutability.

  • Carry out operational plans thoroughly and strengthen communication with customers while improving after-sales service. New customers will be developed by working closely with traders from all over the world so as to facilitate the deployment of new channels when production increases.

  • With quality being the priority of the Company, we adhere to the business philosophy of "Customer First" and "Quality First", and take "Reasonable Price" and "On-time Delivery" as the quality policy to strive to stabilize the source of customers. We will uphold the spirit of continuous improvement to enhance management.

Feedback from our customers will be gathered to improve the defects in the manufacturing process to further increase the quality of our stainless steel. At Chien Shing, we ensure our reputation by insisting on quality before price.

III. Future development strategy of the company

Our customers in the “domestic market” are large-scale processing plants with processing facilities which provide services to downstream and end users or to process for export on their own. Considering the demand for stainless steel coils is relatively stable, the prices and delivery times are crucial as manufactures can easily obtain materials from outside sources due to trade liberalization.

The export markets have been impacted by the pandemic and maritime transport in recent years, and the order volume has gradually declined. Therefore, we aim to proactively develop new clients to maximize the order volume. However, the acquisition of raw materials and the stability of delivery time have a significant impact on export orders, so we are striving for customization to meet clients’ needs

  • 2 -

and increase sales in various regions.

As the world pays attention to ESG-related issues, energy conservation and emission reduction have become important issues of social management. In response to the global low-carbon competition, apart from focusing on operating profits, the management team will continue to improve equipment, develop energy-saving processes, and expand the use of renewable energy to strive for sustainable development. In addition, we will obtain competitive raw materials from diversified sources to reduce costs, promote energy conservation and emission reduction, lay a good foundation for the Company's sustainable development in the future, and achieve sustainable and steady growth and profits.

IV. Impact from external competitive environment, regulatory environment and general business environment

  • (I) The disorder in the nickel price in March 2022 has caused investors to lose confidence in nickel. The overall nickel market appears to be relatively fragile with unstable prices, which is not conducive to the long-term development of nickel and various industrial markets. Russia and Ukraine are the world's second- and ninth-largest exporters of iron and steel, and they usually focus on selling low-priced steel products. Before the war, the two countries accounted for about 20% of the EU's imports of finished steel. With the war between the two countries, Russia was subject to international economic sanctions, while Ukraine's exports were hindered due to the war. The supply of steel from both countries was greatly reduced. Currently, the major steel suppliers in the EU include Turkey, India, China, Taiwan, and South Korea. The total export value of these five countries to the EU is 51%. Among them, Taiwan and South Korea have replaced Russia and Ukraine as the main exporting countries to the EU in 2022.

  • Under the Russo-Ukrainian War, the price of energy and materials in Europe soared, production costs continued to rise, and inflation was serious, causing losses to European steelmakers. However, as the price of raw steelmaking materials for the main stainless steel product rises, the surcharge of stainless steel alloys in Europe and the United States continues to rise, which is helpful in supporting the future price of stainless steel. However, as the demand for stainless steel in various regions is still weak, whether the price can be raised smoothly in the market outlook remains to be seen.

  • (II) Our Company’s sales are mainly focused on the domestic market, supported by export. In a fiercely competitive environment, we make every effort to stabilize downstream sectors, while being dedicated to promoting cost advantages, production automation, reducing manpower costs, shortening delivery times, reducing inventory costs, enhancing quality, reducing raw material consumption costs, saving energy and reducing fuel costs. We aim to expand business growth with the advantage of multi implemented cost reduction.

  • (III) Steel is the basic structure of buildings and one of the key materials in modern society. In the near future, steel will remain an irreplaceable and important raw material, especially in the construction and manufacturing industries. Therefore, forging more "green" steel will inevitably become the trend of the future. In particular, the production of iron and steel produces large amounts of greenhouse gases, which is a major cause of climate change. In response to the trend of carbon reduction in iron and steel, one of the future trends is to try to introduce carbon reduction technologies or new steel manufacturing processes to reduce the use of electricity and greenhouse gas emissions. We understand that there is only one Earth, and proactively commit ourselves to waste and resource reduction, energy efficiency improvement and water source recycling and reuse, so as to fully manage the environment while reducing the impact that production poses on the environment. By positively linking environmental improvement and economic benefits, we are a step closer to sustainable development.

  • 3 -

Two. Company Profile

  • I. Date of establishment: May 8, 1972
II. Company history:
October 1978 Former chairman Mr. Yung-Lin Yeh purchased Chien Shing Stainless Steel Enterprise Co.,
Ltd. from Madam Shu-Ying Lin Hsieh et. al., and acquired rolling and annealing equipment to
support new business activities including processing and manufacturing.
December 1981 Increased share capital to NT$10 million.
December 1982 Re-organized to Chien Shing Stainless Steel Co., Ltd.
December 1984 Completed a NT$20-million cash issue, increasing share capital to NT$30 million.
May 1985 Shuo-Tang Yeh succeeded as Chairman.
November 1987 Completed a NT$90-million cash issue, increasing share capital to NT$120 million.
August 1988 Completed a NT$78-million cash issue, NT$36 million of which was subscribed by Chiao
Tung Bank, increasing share capital to NT$198 million.
October 1988 Set authorized capital at NT$1.1 billion for improved financial structure and to support future
business growth and plant expansions.
April 1989 Completed a NT$242 million cash issue, increasing share capital to NT$440 million, and
made public offering.
March 1990 Completed a NT$660-million cash issue to finance plant expansion, increasing paid-up capital
to NT$1.1 billion.
August 1991 69KV power delivery began, and the cold rolling mill began trial run.
September 1991 Commenced trial production.
March 1992 Completed a NT$550 million cash issue, increasing share capital to NT$1.65 billion.
May 1992 Cold rolling mill began production. The Company's steel mill investment project received
approval from the Industrial Development Bureau, Ministry of Economic Affairs, to be
recognized as key investment under Statute for Upgrading Industries.
September 1992 The Company's investment project for 400 series BA grade materials was approved as a key
technology project.
March 1993 SAN bell type annealing furnace began trial run.
June 1993 SLL slitting machine began trial run.
SHL leveling and shearing machine began trial run.
July 1993 Trial run of SAN bell type annealing furnace completed.
November 1993 Chairman Shuo-Tang Yeh received recommendation from General Chamber of Commerce
and was approved by the Ministry of Economic Affairs as "Excellent Businessman."
May 1994 The Company and person-in-charge Shuo-Tang Yeh were recognized by the Ministry of
Finance as "1994 Trusted Uniform Invoice Issuing Business."
November 1994 Trial run of SLL slitting machine completed.
Trial run of SHL leveling and shearing machine completed.
April 1995 The Company applied for listing with Taiwan Stock Exchange Corporation.
September 1995 Board of directors of Taiwan Stock Exchange Corporation (TWSE) approved the Company's
listing application.
November 1995 Securities and Futures Commission, Ministry of Finance, approved the Company's TWSE
listing application.
January 1996 Capitalization of earnings to increase the capital by NT$165 million and cash capital increase
by NT$385 million,
with new shares issued, totaling NT$550 million, bringing the paid-in capital to NT$2.2
billion.
February 1996 Shares of the Company were listed for trading on TWSE.
March 1996 The Company passed DNV-approved ISO9002 certification.
March 1996 Founded subsidiary - Chien Ying Investment Co., Ltd.
September 1996 Capitalized NT$220 million of earnings, increasing share capital to NT$2.42 billion.
June 1997 Capitalized NT$242 million of earnings, increasing share capital to NT$2.662 billion.
May 1998 Founded subsidiary - Chien Yi Investment Co., Ltd.
June 1998 Capitalized NT$266.2 million of capital reserve and earnings, increasing share capital to
NT$2,928.2 million.
March 1999 Founded subsidiary - Chien Ting Investment Co., Ltd.
August 1999 Capitalized NT$146.41 million of capital reserve, increasing share capital to NT$3,074.61
million.
June 2000 The second annealing and acid wash production line commenced trial run.
August 2000 Capitalized NT$153.7305 million of capital reserve and earnings, increasing share capital to
NT$3,228,340,500.
December 2001 The second cold rolling machine began trial run.
July 2003 Founded subsidiary - Qianding International Limited (SAMOA).
June 2004 The Ministry of Economic Affairs approved conversion of 55,965,950 shares from convertible
corporate bonds, increasing share capital to NT$3,788 million.
November 2005 Subsidiary Qianding International Limited (SAMOA) invested into Qianding Stainless Steel
(Vietnam) Limited.
September 2008 Subsidiary Qianding International Limited (SAMOA) ceased investment in Qianding Stainless
Steel (Vietnam) Limited.
June 2009 Received correspondence from the government of Vietnam to remove registration of Qianding
  • 4 -
Stainless Steel (Vietnam) Limited.
August 2009 Typhoon Morakot caused damage to some of the Company's equipment, but was repaired
within one year's time.
December 2011 Subsidiary Chien Ting Investment Co., Ltd. was renamed Motory Mate Technology Co., Ltd.
and had business activities changed.
April 2012 Founded subsidiary - Qianding International Limited (BVI)
December 2012 Completed research and development of the Company's first electric motorcycle, and obtained
safety certification as general moped from Ministry of Transportation and Communication as
well as the approval to be driven on road.
June 2014 Completed dissolution of subsidiary - Qianding International Limited (BVI).
December 2014 Completed dissolution of subsidiary - Qianding International Limited (SAMOA).
February 2016 Following a resolution made in board of directors meeting dated February 3, 2016, the
Company filed a request for restructuring and injunction with Taiwan Tainan District Court.
The court approved the injunction on February 15, at which time the Company's shares were
suspended from trading.
March 2016 Following appeals raised by creditor banks, the Company received the court's decision to
withdraw the injunction and remand the case. Trading of the Company's shares resumed on
March 16, 2016.
September 2016
November 2017
The court's decision to withdraw injunction during and before the Company's restructuring was effected.
The Company and its 100%-owned subsidiaries, namely Chien Ying Investment Co., Ltd., Chien Yi Investment Co., Ltd.,
and Motory Mate Technology Co., Ltd., completed a simple merger on November 27, 2017 pursuant to board of directors'
resolution and Article 19 of Business Mergers And Acquisitions Act. Change of company registration was approved by the
Ministry of Economic Affairs on January 4, 2018.
  • 5 -

Three. Corporate Governance Report

  • I. Organizational structure

  • (I) Organizational structure

Chien Shing Stainless Steel Co., Ltd. - Organizational Chart

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

Shareholders' Meeting
Remuneration
Committee
Audit Office Board of
Directors
Audit Committee
Chairman Chairman's Corporate Governance
Office Officer
President’s Office
Work Safety Electric Vehicle Cold Rolling Administrative Treasury
Office Plant Mill Division Division
Packaging & Production Procedures Business Section Accounting
Testing Section Section General Affairs Section
Quality Assurance Rolling Section Section Finance Section
Section Instruments & Electrical IT Section
Production Section Quality Assurance
Management Environmental Section
Section Protection & Industrial
After-sale Service Safety Team
Section Utilities Section
Product Production Management
Development Section
Section Maintenance Section
----- End of picture text -----

  • 6 -

(II) Responsibilities of main departments:

Department Main responsibilities
Audit Office Conducts review and assessment on whether internal management system and internal accounting system have been effectively
implemented, and performs appropriate evaluation on whether each department performs its duties in an efficient manner.
Corporate
Governance
Officer
1. Providing directors with the company information they need and maintaining smooth communication between directors and
managers in each department.
2. Arranging communication meetings between independent directors and the chief internal auditor or certified public
accountants (CPAs).
3. Arranging courses for independent directors and general directors according to the Company's industry characteristics and
their education backgrounds and experience.
4. Reporting the Company's corporate governance business to the Board of Directors, independent directors, and the Audit
Committee and confirming if the shareholders' meetings or board meetings are in compliance with applicable laws and
corporate governance principles.
5. Assisting and reminding directors of the laws and regulations that should be observed when performing duties or adopting
resolutions at board meetings.
6. Reviewing the release of material information on important resolutions adopted by the Board of Directors after each board
meeting, to ensure the legality and correctness of the content of the material information.
7. Notifying directors no later than seven days before drafting the agenda of a board meeting and providing them with meeting
materials; reminding them of recusing themselves due to a conflict of interest, if any, in advance and completing board
meeting minutes within 20 days after a board meeting.
8. Completing the registration of the date of a shareholders’ meeting according to the law beforehand, preparing a meeting notice,
the meeting handbook, and meeting minutes prior to a deadline required by law, and completing the change registration in the
case of amendment to the Articles of Incorporation or an election of all directors.
Treasury Division Consolidates and coordinates functions of the Finance Section and Accounting Section to achieve financial stability, and to
ensure reliability and completeness of accounting information.
Finance Section Responsible for sourcingand use of capital,and management of bankingrelationship.
Accounting
Section
Responsible for accounting, asset management, and operational analysis.
Administrative
Division
Management, coordination, and supervision of tasks between General Affairs Section, Business Section, Quality Assurance
Section,and IT Section.
Business Section Responsible for matters concerningdomestic and export sales.
General Affairs
Section
Establishment, amendment, and interpretation of personnel management policies, and handling of sundry affairs.
Devises procurement plan based on production plan, equipment plan, and procurement order of the Cold Rolling Mill, and
inquires, compares, negotiates, and estimates prices with domestic and foreign material suppliers.
IT Section Responsible for the planning and execution of IT development; planning, maintenance, and management of computer equipment;
and handlingof inter-departmentpurchase of computer equipment within the Company.
Quality Assurance
Section
Quality inspection and control of finished and semi-finished goods in the steel rolling process; retention of customers'
complaint/claim records for future improvement;andpreparingstatistical analyses on customers' orders(and complaints/claims).
Cold Rolling Mill Devises production plan in line with sales plan and the Company's policies; ensures effective control over production elements,
optimal coordination of manpower and supplies for production activities, and proper inventory management in an economical yet
effective way; and produces raw materials, supplies, and finished goods at the right quality, quantity, and value in a timely
manner to achieve the Company'sproduction and salesgoals.
Production
Procedures Section

1. Soft annealing for SUS 300 series hot-rolled coil steel, and sand blast and acid wash for SUS 300 and 400 series.
2. Performs intermediate annealing. (Stress relieving, recrystallization)
3. Performs the final annealing and acid wash on cold-rolled coil steel to eliminate hardening of the rolled material and to ensure
evenness of steel sheet structure.
Rolling Section Rolling of hot-rolled and cold-rolled coil steel after acid wash, including first and second rolling, in order to produce cold-rolled
coil steel of the right size, and of the right thickness as specified by customer; and ensures surface quality and shape of the
finished coil steel.
Instruments &
Electrical Section
Ensures that instruments and electrical equipment of the Cold Rolling Mill operate at the optimal state, using the least
time-consuming, most cost-efficient, safest, and most productive methods.
  • 7 -
Environmental
Protection &
Industrial Safety
Team
Plans environmental protection-related activities to comply with environmental standards and improve quality of the
environment; promotes certification for ISO 14000 - Environmental Protection; oversees worker safety and health to prevent
occupational hazard; protects workers' health and safety; creates a safe operating environment; and ensures reasonable terms of
employment for workers.
Utilities Section Ensures consistent and timely supply of energy and indirect materials needed to support production activities and accomplish the
Company's operationalgoals,usingthe most economical and effective methods.
Production
Management
Section
Devises production plan in line with sales plan and the Company's policies; ensures effective control over production elements,
optimal coordination of manpower and supplies for production activities, and proper inventory management in an economical yet
effective way; and produces raw materials, supplies, and finished goods at the right quality, quantity, and value in a timely
manner to achieve the Company'sproduction and salesgoals.
Maintenance
Section
Repair, causal analysis, and prevention of machinery malfunction.
Electric Vehicle
Plant
Packaging & Testing Section:
1. Testing of cells and BMS circuit protection.
2. Testing of finished battery and charge-discharge learning.
3. Battery classification management; maintenance and operation of test equipment.
4. Maintenance/repair of malfunctioned goods and protection circuitry, and communication and coordination during the
authority's inspection.
5. Mass packaging, connection, wiring, and enclosure processing for the main battery production line.
6. Assembly of accessories and secondary parts.
(1) After-sale Service Section:
A. Devises sales plan and handles sale of finished goods.
B. Handling of sales proceeds.
C. Communication and arrangement of shipment loading and delivery.
D. Review of distributor contract details and consolidation of distribution requirements.
E. Handling and response of customer complaint.
F. Establishment of sales targets and profit plans.
(2) Product Development Section:
A. Project planning and gathering of market information.
B. Design drawing and research, development, and modification of electrical control system.
C. Research, development, and modification of mechanical structures and related projects.
D. Management of molds and mold schematics.
E. Modification of mass production and test molds; contact with mold-related suppliers.
F. Elimination of mold-related technical issues.
G. Design of battery structure and wiring.
H. Design of BMS circuit protection.
I. Development of applications, parts, and accessories.
J. Development of enclosure jigs and molds, and design of schematics and technical information.
K. Elimination of technical issues.
Work Safety
Office
Oversees worker safety and health issues within the Company, and reduces risk and cost of occupational hazard.
  • 8 -

II. Background information of directors, supervisors, the President, vice presidents, assistant vice presidents, and heads of various departments and branches

(I) Background information of directors and supervisors

  1. Directors:

1. Directors:

1. Directors:

1. Directors:

1. Directors:

1. Directors:

1. Directors:

1. Directors:
April 16,2024
Title Name
(Note 1)
Gender
Age
Nationality Date first elected Date elected
(appointed)
Service
term
Shareholding when elected Current shareholding Shareholding of spouse and
underage children
Shares held by
proxy
Main career (academic)
achievements
Concurrent duties in the Company
and in other companies
Spouse or relatives of second
degree or closer acting as manager,
directororsupervisor
Remarks
No. of shares Shareholding
Ratio
No. of shares Shareholding
Ratio
No. of shares Shareholdi
ng Ratio
No. of
shares
Shareho
lding
Ratio
Title Name Relations
Chairman Shuo-Tang Yeh Male
71 - 75 years
old
The Republic
of China
1994.06.07 2021.08.12 3 years 20,046,540 7.13% 20,046,540 7.13% 4,777,439 1.70% 0 0 Tainan Commercial
Vocational Senior High
School
Chien Shing Construction Co., Ltd. -
Chairman
Chien Shing Investment Co., Ltd. -
Chairman
Shin Shin Development Co., Ltd. -
Chairman
None None None
Director Chien Shing
Investment Co.,
Ltd.
The Republic
of China
2015.04.21 2021.08.12 3 years 4,944,000 1.76% 9,529,000 3.39% 0 0 0 0 Not applicable Not applicable Not applicable
Representative:
Su-Chu Wang
Female
66 - 70 years
old
The Republic
of China
2020.06.23 2021.08.12 3 years Not applicable 0 0 0 0 0 0 0 Department of
International Trade,
Providence College of
Arts and Sciences for
Women
King Wan Chemical - Accounting
Manager
Chien Shing Investment Co., Ltd. -
Director
Shin Shin Development Co., Ltd. -
Director
None None None
Director Chien Shing
Construction
Co., Ltd.
The Republic
of China
2015.04.21 2021.08.12 3 years 9,241,347 3.29% 9,241,347 3.29% 0 0 0 0 Not applicable Not applicable Not applicable
Representative:
Tsai-Yun Yeh
Female
66 - 70 years
old
The Republic
of China
2022.12.29 2022.12.29 1 year
and 8
months
Not applicable 0% 1,764 0% 0 0 0 0 Shihjia Junior High
School
Chien Shing Construction Co., Ltd. -
Supervisor
Shin Shin Development Co., Ltd. -
Director
None None None
Director Wei-Zheng
Yang
Male
36 - 40 years
old
The Republic
of China
2021.08.12 2021.08.12 3 years 0 0 0 0 0 0 0 0 Major in Accounting
and E-Commerce,
Auckland University
Cheng Ying Stainless Steel Trading Ltd.
Responsible person
None None None
Independent
Director
Ying-Ying Yang Female
61 - 65 years
old
The Republic
of China
2016.02.03 2021.08.12 3 years 0 0 0 0 0 0 0 0 Department
of
Mathematics, Soochow
University
Chun Li Technical Co., Ltd.
Chairman
None None None
Independent
Director
Yi-Hung Chen Male
46 - 50 years
old
The Republic
of China
2020.06.11 2021.08.12 3 years 0 0 0 0 0 0 0 0 Department
of
Civil
Engineering,
Chung
Hua University
Hong Yun Fa Real Estate
Development Co., Ltd. - Deputy
Manager of Sales Department
None None None
Independent
Director
Ho-Yi Liu Male
56 - 60 years
old
The Republic
of China
2023.06.15 2023.06.15 1 year
and 2
months
0 0 0 0 0 0 0 0 Department
of
Accounting,
National
Chengchi University
Not applicable None None None

Note 1: One of the independent directors, Ho-Yi Liu, took office on June 15, 2023.

Note 2: President, Shuo-Tang Yeh, resigned on December 21, 2023, and succeeded by Tsai-Yun Yeh; Tsai-Yun Yeh resigned on April 16, 2024.

  • 9 -

2. Major shareholders of corporate shareholders:

Major shareholders of corporate shareholders: Major shareholders of corporate shareholders:
December 31,2023
Name of corporate shareholder Major shareholders of corporate shareholders
Chien Shing Construction Co., Ltd.

Shuo-Tang Yeh (46.89%), Chien Shing Investment Co., Ltd.(33.91%), Pin Yeh Chen (19.11%), Hung-Ting Yeh (0.05%), Ya-Ching Yeh
(0.04%)
Chien Shing Investment Co., Ltd.

Shin Shin Development Co., Ltd. (58.19%), Ya-Ching Yeh (27.32%), Shuo-Tang Yeh (5%), Pin-Yeh Chen (4%), Hung-Ting Yeh (3.06%),
Tien-En Yeh(2.43%)

3. Key shareholders of major corporate shareholders

Key shareholders of major corporate shareholders Key shareholders of major corporate shareholders
December 31,2023
Name of corporate Major shareholders of corporate shareholders
Chien Shing Investment Co., Ltd. Shin Shin Development Co., Ltd. (58.19%), Ya-Ching Yeh (27.32%), Shuo-Tang Yeh (5%), Pin-Yeh Chen (4%), Hung-Ting Yeh (3.06%),
Tien-En Yeh (2.43%)
Shin Shin Development Co., Ltd. Chien Shing Investment Co., Ltd. (74.92%), Hung-Ting Yeh (24.28%), Ya-Ching Yeh(0.4%), Shuo-Tang Yeh (0.4%)
  • 10 -

4. Director's profile:

4. Director's profile:
Criteria
Name (Note 1)
Professional qualification and
experience
Independence Number of
concurrent roles
as independent
director in other
public companies
Director - Shuo-Tang
Yeh
Founder of Chien Shing, and
engaging in steel industry for
more than half of a century. Since
the foundation of Chien Shing, he
has served as the chairman, and
very capable in terms of business
judgement, knowledge to the steel
industry, and management.
1. Company’s chairman
2. Chairman of affiliates (Chien
Shing Construction, Chien
Shing Investment, Shin Shin
Development)
3. Holding more than 5% of
stake, and the spouse is also
on of the top ten major
shareholders.
4. Not in any of the
circumstance stated in Article
30 of The Company Act
0
Director, Su-Chu Wang One of the female directors.
Graduated from Department of
International Trade, Providence
University. Served as a secretary
in Chian-Shuo Metal, and
currently serving as the
Accounting Manager of Jin-Won
Chemical Engineering Corp. Her
education and background bring
her good international
perspectives.
1. Director of affiliates (Chien
Shing Investment and Shin
Shin Development).
2. One of the top ten corporate
shareholders, Chien Shing
Investment Co., Ltd.,
appoints her as the
representative.
3. Not in any of the
circumstance stated in Article
30 of The Company Act
4. Elected to be the director as
the representative of a
corporate shareholder.
0
Director - Tsai-Yun
Yeh
Supervisor of Chien Shing
Construction and Director of Shin
Shin Development.
1. Director of affiliates
(Supervisor of Chien Shing
Construction, Director of
Shin Shin Development).
2. One of the top ten corporate
shareholders, Chien Shing
Construction Co., Ltd.,
appoints him as the
representative.
3. Not in any of the
circumstance stated in Article
30 of The Company Act
4. Elected to be the director as
the representative of a
corporate shareholder.
0
Director - Wei-Zheng
Yang
Double major in Accounting and
E-Commerce in Auckland
University; served as Product
Sales Representative in Asia for
PRODAC N.V, and Product
Manager in Nik Kang Metals
Enterprise. Owning marketing
experience in the steel industry,
with educational background in
accounting. Currently serving as
the Person in Charge of Cheng
Ying Stainless Trading Ltd.
1. I am Person in Charge of
Cheng Ying Stainless Trading
Ltd., which is not an affiliate
of the Company, nor having
any financial or business
relationship with the
Company
2. Not in any of the
circumstance stated in Article
30 of The Company Act.
0
Independent Director- One of the female directors. 1. I am the Chairman of Chun 0
  • 11 -
Ying-Ying Yang Graudated from Department of
Mathematics, Soochow
University, and worked in the
securities sector for more than
two decades. Very sensitive to
figures, with experience in
accounting, financial analysis and
management. Currently serving as
the Chairman of Chun Li
Technical Co., Ltd.
Li Technical Co., Ltd., which
is not an affiliate of the
Company, nor having any
financial or business
relationship with the
Company
2. Not in any of the
circumstance stated in Article
30 of The Company Act.
Independent Director -
Yi-Hung Chen
Graduated from Department of
Civil Engineering, Chung Hua
University; currently serving as
the Vice Manager of a real-estate
development company; used to
serve as a deputy chief of a steel
plant, with the industrial
knowledge to the steel and real
estate industries.
1. I am Deputy Manager of
Sales Department of Hong
Yun Fa Real Estate
Development Co., Ltd.,
which is not an affiliate of the
Company, nor having any
financial or business
relationship with the
Company
2. Not in any of the
circumstance stated in Article
30 of The Company Act.
0
Independent Director -
Ho-Yi Liu
Graduated from the Accounting
Department of National Chengchi
University, and worked as a
committee member of the
Management Department of Hua
Nan Securities Co., Ltd.; he has
more than 21 years of experience
in the securities industry, and is
very sensitive for industry and
economy, data analysis, and
investment and wealth
management.
1. Not in any of the
circumstance stated in Article
30 of The Company Act
0

Note 1: President, Shuo-Tang Yeh, resigned on December 21, 2023, and succeeded by Tsai-Yun Yeh; Tsai-Yun Yeh resigned on April 16, 2024.

Independent directors, Ho-Yi Liu, took office on June 15, 2023.

  • 12 -

(II) Background information of the President, vice presidents, assistant vice presidents, and heads of various departments and branches


departments and branches

departments and branches

departments and branches

departments and branches

departments and branches
April 16,2024
Title ~~N~~ationality Name Gender Date
elected
(appointed)
Current shareholding Shareholding by
spouse or dependents
Shares held by
proxy
Main career
(academic)
backgrounds
Concurrent
positions in
other
companies
Spouse or relatives of second
degree or closer acting as
managers

Remarks
No. of
shares
Shareholding
Ratio
No. of
shares
Shareholding
Ratio
No.
of
shares
Shareholding
Ratio
Title Name Relationship
President The
Republic
of China
Shuo-Tang
Yeh

Male
2014.10.01 20,046,540 7.13% 4,777,439 1.70% 0 0 Tainan
Commercial
Vocational
Senior High
School
Chien Shing
Construction
Co., Ltd.
Company’s
chairman
Chien Shing
Investment
Co., Ltd.
Company’s
chairman
Shin Shin
Development
Co., Ltd.
Company’s
chairman
None None None The
President
and the
Chairman
served by
the same
person
(Note 1)
President The
Republic
of China
Tsai-Yun
Yeh
Female 2023.12.21 1764 0% 0 0 0 0 Shihjia Junior
High School
Representative
of Corporate
Director,
Chien Shing
Stainless Steel
Co., Ltd.
Chien Shing
Construction
Co., Ltd. -
Supervisor
Shin Shin
Development
Co., Ltd. -
Director


None
None None Note 2
Corporate
Governance
Officer

The
Republic
of China
Wen-Ji Su Male 2023.07.01 0 0 0 0 0 0 Hsing Kuo
University of
Management
Department of
Asset
Management
Science
None None None None Note 3
Head of
Finance
Department

The
Republic
of China
Ching-Wen
Huang

Female
2022.11.07 0 0 0 0 0 0 Southern
Taiwan
University of
Science and
Technology
EMBA
Southern
Taiwan
University of
Science and
Technology
None None None None
Acting
Deputy
Plant
Manager of
Cold
Rolling
Mill

The
Republic
of China
Chih-Ling
Ho
Male 2021.09.01 0 0 0 0 0 0 National
Tseng-Wen
Agricultural
and Industrial
High School
Department of
Micro-computer
Maintenance

None
None None None Note 4
Senior
Supervisor
of Cold
Rolling
Mill
The
Republic
of China
Ming-Da
Li
Male 2021.09.01 0 0 0 0 0 0 Department of
Electrical
Engineering,
Southern
Taiwan
University of
Science and
Technology
Optoelectronic
Semiconductor
Section
None None None None

Note 1: In situations where the company's President or manager of the highest equivalent grade is the same person as or a spouse or first-degree relative of the Chairman, please explain the reasons, rationality and necessity of such an arrangement and any response measures taken, such as introduction of independent directors. Furthermore, disclose whether more than half of directors are involved in concurrent duty as employees or managers.

(1) The Chairman concurrently assumes the position of President for enhanced operational efficiency and better execution of decisions; meanwhile, the Company is training for suitable personnel to succeed the President role to ensure independence of the board of directors. The Chairman also communicates regularly with

  • 13 -

directors about the Company's operations, plans, and strategies as a sound corporate governance practice. In the future, the Company plans to increase the number of independent director seats to better support the board of directors in various duties and supervisory functions.

  • (2) Existing independent directors possess expert knowledge on finance and accounting, and are able to perform supervisory duties effectively.

  • (3) No more than half of board members are involved in concurrent duty as employees or managers.

  • (4) Independent directors are able to discuss important issues and present recommendations to the board of directors through involvement in various functional committees, and therefore contribute to corporate governance.

  • Note 2: One of the Presidents, Shuo-Tang Yeh, resigned on December 21, 2023, and succeeded by Tsai-Yun Yeh; Tsai-Yun Yeh resigned on April 16, 2024.

  • Note 3: Wen-Ji Su, one of the Corporate Governance Officers, was discharged from the position on February 10, 2023, and took the office on July 1, 2023.

  • Note 4: One of the Acting Vice Plant Chiefs of the cold-rolling plant, Chih-Lin He, resigned on August 14, 2023.

  • 14 -

(III) Remuneration to Directors, the President, and Vice Presidents

  1. Remuneration to Directors (including Independent Directors):

Unit: NT$ thousand; %

Title Name Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Remuneration to directors Sum of A, B, C, and D
as a % of the net
income after tax
Sum of A, B, C, and D
as a % of the net
income after tax
Remuneration received for serving as an employee concurrently Remuneration received for serving as an employee concurrently Remuneration received for serving as an employee concurrently Remuneration received for serving as an employee concurrently Remuneration received for serving as an employee concurrently Remuneration received for serving as an employee concurrently Remuneration received for serving as an employee concurrently Remuneration received for serving as an employee concurrently The sum of A, B, C,
D, E, F, and G as a
percentage of net
income after tax (%)
The sum of A, B, C,
D, E, F, and G as a
percentage of net
income after tax (%)
Remuneratio
n from
investees
other than
subsidiaries
or from the
parent
company
Remuneration
(A)
Severance and
pension (B)
Remuneration
to directors
(C)
Fees for
services
rendered (D)
Remuneration,
bonus, and
allowance (E)
Severance and
pension (F)
Employee remuneration
(G)
The Company All companies included in the financial
reports
The Company All companies included in the financial
reports
The Company All companies included in the financial
reports
The Company All companies included in the financial
reports
The Company All companies included in the financial
reports
The Company All companies included in the financial
reports
The Company All companies included in the financial
reports
The
Company
All
companies
included in
the financial
reports
The
Company
All
compani
es
included
in the
financial
reports
Cash Amount Stock Amount Cash Amount Stock Amount
Director Shuo-
Tang
Yeh
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 None
Director Tsai-
Yun Yeh
108 108 120 120 0.1 0.1 0.1 0.1 None
Director Wei-
Zheng
Yang
108 108 0 0 0 0 120 120 0.1 0.1 0 0 0 0 0 0 0 0 0.1 0.1 None
Director Su-
Chu
Wang
108 108 0 0 0 0 120 120 0.1 0.1 0 0 0 0 0 0 0 0 0.1 0.1 None
Independent Director Ying-
Ying
Yang
108 108 0 0 0 0 120 120 0.1 0.1 0 0 0 0 0 0 0 0 0.1 0.1 None
Independent Director Yi-Hung
Chen
108 108 0 0 0 0 120 120 0.1 0.1 0 0 0 0 0 0 0 0 0.1 0.1 None
Independent Director Ho-Yi
Liu
59 59 0 0 0 0 60 60 0.05 0.05 0 0 0 0 0 0 0 0 0.05 0.05 None
1. Please specify the
independent director
2. Remuneration rece
table: None.
policy, system, criteria and structure for the payment of remuneration to independent Directors, and the relevance of the amount of r
s: The independent Directors of the Company do not receive performance bonuses or remuneration for directors and supervisors, exce
ived by directors for providing service to any company included in the financial statements (e.g. consultancy service without the title
emuneration to the responsibilities, risks and time commitment of the
pt for a fixed monthly transport allowance.
of an employee) in the last year, except those disclosed in the above

Note: 1. Ho-Yi Liu was elected as an independent director on the annual general meeting held on June 15, 2023.

  1. Pension (F) is the amount of pension contribution in accordance with the “Labor Pension Act” and the “Labor Standards Act” for 2023.

  2. 15 -

2. Remuneration to presidents and vice presidents

Unit: NT$ thousand

Title Name Salary (A) Salary (A) Severance and
pension (B)
Severance and
pension (B)
Bonuses, special
allowances, etc. (C)
Bonuses, special
allowances, etc. (C)
Remuneration to employees (D) Remuneration to employees (D) Remuneration to employees (D) Remuneration to employees (D) The sum of A, B, C and
D as a percentage of net
income after tax (%)
The sum of A, B, C and
D as a percentage of net
income after tax (%)

Remuneration
from investees
other than
subsidiaries or
from the parent
company

The
Company

All
companies
included
in the
financial
reports
The
Company

All
companies
included
in the
financial
reports

The
Company
All
companies
included
in the
financial
reports

The Company
All companies
included in the
financial reports
The
Company

All companies
included in the
financial
reports
Cash
Amount
Stock
Amount
Cash
Amount


Stock
Amount
President Shuo-Tang
Yeh
0 0 0 0 0 0 0 0 0 0 0 0 None
President Tsai-Yun
Yeh
0 0 0 0 0 0 0 0 0 0 0 0 None

Remarks: President, Shuo-Tang Yeh, resigned on December 21, 2023, and succeeded by Tsai-Yun Yeh; Tsai-Yun Yeh resigned on April 16, 2024.

3. Top 5 executives with the highest remuneration

Unit: NT$ thousand

Title Name Salary (A) Salary (A) Severance and pension
(B)
Severance and pension
(B)
Bonuses, special
allowances, etc. (C)
Bonuses, special
allowances, etc. (C)
Remuneration to employees (D) Remuneration to employees (D) Remuneration to employees (D) Remuneration to employees (D) The sum of A, B, C and D as
a percentage of net income
after tax (%)
The sum of A, B, C and D as
a percentage of net income
after tax (%)

Remuneration
from investees
other than
subsidiaries or
from the parent
company
The
Company
All companies
included in the
financial
reports


The
Company
All companies
included in
the financial
reports

The
Company
All
companies
included in
the financial
reports
The Company All companies
included in the
financial reports
The Company All companies
included in
the financial
reports

Cash
Amount

Stock
Amount
Cash
Amount
Stock
Amount
Senior Supervisor of Cold
Rolling Mill
Ming-Da Li 917 917 50 50 96 96 0 0 0 0 0.47 0.47 None
Head of Finance
Department
Ching-Wen
Huang
740 740 49 49 88 88 0 0 0 0 0.38 0.38 None
Acting Deputy Plant
Manager of Cold Rolling
Mill
Chih-Ling Ho 350 350 22 22 0 0 0 0 0 0 0.16 0.16 None
Corporate Governance
Officer
Wen-Ji Su 210 210 0 0 60 60 0 0 0 0 0.12 0.12 None
Chairman Shuo-Tang Yeh
0
0 0 0 0 0 0 0 0 0 0 0 None

Note: 1. Acting Vice Plant Chiefs of the cold-rolling plant, Chih-Lin He, resigned on August 14, 2023.

  1. Wen-Ji Su, Corporate Governance Officer, was discharged from the position on February 10, 2023, and took the office again on July 1, 2023.

(IV) Separately compare and describe total remuneration, as a percentage of net income stated in the individual financial reports, during the past 2 fiscal years to directors, presidents, and vice presidents, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:

  • 16 -

  • Analysis of total remuneration paid to Directors, the President, and Vice Presidents of the Company as a percentage of net income after tax as stated in the individual financial reports

2023 2022
Net income (loss) after income tax (NT$thousand) 228,218 780,657
Percentage of remuneration to directors 0.55% 0.22%
Percentage of remuneration to presidents and vice presidents 0.0% 0.04%
  1. Analysis and description of remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:

  2. The Company's policy for remuneration to directors and managerial officers is based on the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange”, and is determined by the Company’s Remuneration Committee with reference to the standard payment of peer industries with consideration of personal performances, the Company's operational performance and future risks.

III. The State of Corporate Governance:

(I) The state of operations of the Board of Directors’ meeting

During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a total of 9 Board of Directors’ meetings were held (A); below is the attendance of directors/supervisors:

Title Name Actual Attendance
(B)
Proxy Attendance Percentage of actual
attendance (%) (B/A)
Remarks
Chairman Shuo-TangYeh 9 0 100
Director Chien Shing Construction Co.,
Ltd.
Representative: Tsai-Yun Yeh
9 0 100
Director Wei-ZhengYang 7 2 77.78
Director Chien Shing Investment Co.,
Ltd.
Representative: Su-Chu Wang
9 0 100
Independent
Director
Yi-Hung Chen 9 0 100
Independent
Director
Ying-Ying Yang 9 0 100
Independent
Director
Ho-Yi Liu 3 1 75 Newly
appointed on
June15,2023
Other information required:
I.
For Board of Directors meetings that meet any of the following descriptions, state the date, session, the discussed
agenda, independent directors' opinions and how the company has responded to such opinions:
(I)
Matters listed in Article 14-3 of the Securities and Exchange Act:
Date of Board
Meeting
Session
Motion Content
Opinions of
independent
directors
The
Company’s
response to
such
opinions
2023.02.06
1st board
meeting
in 2023
1. Motion to sell the land at land lot 5-1,
Magong Section, Madou District,
Tainan City.
2. Motion to sell the land at land lot 491,
Pitou Section, Madou District, Tainan
City (including a two-story building on
the ground that is not registered for
preservation and the substation facility),
pending the completion of an
application for the 22.8KV feeder before
sale.
Without an
opinion
The motion
is passed
  • 17 -
3. Motion for investment income/loss
between December 28, 2022 and
January 31, 2023 as the Board of
Directors resolved a decision, on
December 21, 2022, to delegate the
Chairman to trade the TWSE/TPEx
listed stocks held at his own discretion.
4. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
2023.03.14 2nd
board
meeting
in 2023
1. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
2. Motion for the Company's 2022 internal
control system declaration.
3. Motion for the appointment and
independence evaluation of the
Company's CPAs.

Without an
opinion
The motion
is passed
2023.05.03 4th board
meeting
in 2023
1. On March 28, 2023, the Company and
the buyer, Haoneng Corp, Limited,
signed a supplementary contract for the
transaction at land lot 5, Magong
Section, Madou District, Tainan City.
2. On March 28, 2023, the Company and
the buyer, Haoneng Corp, Limited,
signed a real estate trading contract for
the land at land lot 491, Pitou Section,
Madou District, Tainan City (excluding
a two-story building on the ground that
is not registered for preservation and the
substation facility).
3. On March 28, 2023, the Company and
the buyer, Haoneng Corp, Limited,
signed an equipment transfer contract
for the electric room, booster station and
Chien Shing 69KV pipelines at the
Madou Plant in the building on the land,
at land lot 491, Pitou Section, Madou
District, Tainan City, that is not
registered for preservation, including the
assets and right of use with respect to
in-plant equipment and external
conduits.
Without an
opinion
The motion
is passed
2023.06.29 6th board
meeting
in 2023
1. Motion to appoint Mr. Wen-Ji Su as the
Corporate Governance Officer.
Without an
opinion
The motion
is passed
2023.08.08 7th board
meeting
in 2023
1. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
2. Motion to sell the stocks of the
TWSE/TPEX listed company currently
held.
Without an
opinion
The motion
is passed
2023.11.09 8th board
meeting
in 2023
1. On the change of attesting CPAs of the
Company.
2. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
3. Motion to sell the stocks of the
TWSE/TPEX listed company currently
held.

Without an
opinion
The motion
is passed
2023.12.21 9th board
meeting
in 2023
1. Motion for the appointment of a
president.
Without an
opinion
The motion
is passed
2024.03.14 1st board
meeting
1. Release of the Company’s Directors
from non-compete clauses.
1. In accordance
with the
  • 18 -
(II)
II.
in 2024 in 2024 2. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
3. Motion to sell the stocks of the
TWSE/TPEX listed company currently
held.
4. Motion for the Company's 2023 internal
control system declaration.
5. Motion for the appointment and
independence evaluation of the
Company's attesting CPAs.
6. Motion for partial amendment of the
"Procedures for Preparation,
Verification, Announcement and Filing
of Sustainability Report" of the
Company.
2. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
3. Motion to sell the stocks of the
TWSE/TPEX listed company currently
held.
4. Motion for the Company's 2023 internal
control system declaration.
5. Motion for the appointment and
independence evaluation of the
Company's attesting CPAs.
6. Motion for partial amendment of the
"Procedures for Preparation,
Verification, Announcement and Filing
of Sustainability Report" of the
Company.
2. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
3. Motion to sell the stocks of the
TWSE/TPEX listed company currently
held.
4. Motion for the Company's 2023 internal
control system declaration.
5. Motion for the appointment and
independence evaluation of the
Company's attesting CPAs.
6. Motion for partial amendment of the
"Procedures for Preparation,
Verification, Announcement and Filing
of Sustainability Report" of the
Company.
principle on the
avoidance of
conflicts of
interest, the
independent
Director
Ying-Ying
Yang and
Director
Wei-Zheng
Yang recused
themselves
from the
meeting.
2. Without an
opinion
Board of
Directors
Name of
director
Motion Content Reason for recusal due to conflict of
interest and participation in the
voting process
3rd board
meeting in 2023
Shuo-Tang Yeh Motion for the remuneration
to the Chairman and
President of the Company
The Chairman Shuo-Tang Yeh
recused himself from the case and
did not participate in the voting to
avoid conflicts of interest.
9th board
meeting in 2023
Tsai-Yun Yeh Motion for the appointment
of a vice president.
The Director Tsai-Yun Yeh recused
himself from the case and did not
participate in the voting to avoid
conflicts of interest.
1st board
meeting in 2024
Wei-Zheng
Yang
Ying-Ying
Yang
Release of the Company’s
Directors from non-compete
clauses.
Director Wei-Zheng Yang and
independent Director Ying-Ying
Yang recused themselves from the
case and did not participate in the
votingto avoid conflicts of interest.
  • 19 -

III. The company should disclose information including the evaluation cycle and period, evaluation scope, method and evaluation content of the board’s self (or peer) evaluation:

The Board of Directors Performance Evaluation Policy (hereinafter referred to as the “Policy”) was approved at the 4th board meeting held on November 6, 2019; the most recent amendment was approved by resolution of the Board of Directors at the board meeting held on August 11, 2020. The performance self-evaluation of the entire board, individual directors and all functional committees is conducted through questionnaires each year in December. The results of the evaluation are collected by the Company's Treasury Division and submitted to the next board meeting for report. These results are used as a basis for review and improvement which will also be disclosed on the Company's website.


website.
Evaluation
cycle
Evaluation period Evaluation
scope
Evaluation method Evaluation content
Once a
year
2023.01.01–2023.12.31 Board of
Directors
1. Internal
self-evaluation of the
Board of Directors
2. Self-evaluation of the
directors
The five aspects and 25
indicators cover: Participation in
the operation of the company;
Improvement of the quality of
the board of directors' decision
making; Composition and
structure of the board of
directors; Election and
continuing education of the
directors; and Internal control.
Once a
year
2023.01.01–2023.12.31 Performance
evaluation of
the board
members
1. Internal
self-evaluation of the
Board of Directors
2. Self-evaluation of the
directors
The six aspects and 20 indicators
cover: Alignment of the goals
and missions of the company;
Awareness of the duties of a
director; Participation in the
operation of the company;
Management of internal
relationship and communication;
The director's professionalism
and continuing education; and
Internal control.
Once a
year
2023.01.01–2023.12.31 Performance
evaluation of
the Audit
Committee
1. Self-evaluation of the
directors
The 20 indicators in the five
aspects include: Participation in
the operation of the company;
Awareness of the duties of the
functional committee;
Improvement of quality of
decisions made by the functional
committee; Makeup of the
functional committee and
election of its members; and
Internal control.
Once a
year
2023.01.01–2023.12.31 Performance
evaluation of
the
Remuneration
Committee
1. Self-evaluation of the
directors
The 15 indicators in the five
aspects include: Participation in
the operation of the company;
Awareness of the duties of the
functional committee;
Improvement of quality of
decisions made by the functional
committee; Makeup of the
functional committee and
election of its members; and
Internal control.
  • 20 -

Future improvement plans have been proposed targeting the repeated and relatively low scoring indicators based on the evaluation results:

  1. The composition and structure of the Board: The Company emphasizes diversity in the composition of the Board of Directors. There are two female members in the Board to ensure gender equality. In the future, the directors will be selected from among those who have expertise in management, industry development, financial management, professional marketing, and risk control.

  2. Directors’ professionalism and continuing education: The Company is advised to provide different types of continuing education courses outside of their professionalism (industry, law, finance, etc.) to directors.

  3. Internal control: The Company understands the operating status, financial reports, and internal audit reports properly and takes follow-up actions. the management of the Company supervises the operating status all the way to achieve effective risk management.

  4. Awareness of the duties of the functional committees: The functional committees regularly review the policies, systems, standards and structures of the performance evaluation and remuneration of directors and managerial officers, in order to submit timely, professional and objective recommendations to the Board of Directors for discussion as a reference for them to make decisions.

  5. IV. Measures the objectives to strengthen the functionality of the Board (e.g. establish an audit committee, enhance information transparency) and execution status in the current year and the recent years: The Company has established the Audit Committee to strengthen corporate governance and management.

  6. 21 -

(II) Information on the operation of the Audit Committee:

During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a

total of 8 Audit Committee meetings were held (A); below is the attendance of independent directors:


Title

Name

Actual Attendance (B)

Proxy Attendance

Actual Attendance Rate
(%)
(B/A)

Remarks
Independent
Director
Yi-Hung
Chen
8 0 100
Independent
Director
Ying-Ying
Yang
8 0 100
Independent
Director
Ho-Yi Liu 3 1 75 Newly appointed on June
15, 2023
Other information required:
I.
For Audit Committee meetings that meet any of the following descriptions, state the date and meeting of board of
directors meeting held, the discussed topics, reservations or significant recommendations of the independent
Directors, the Audit Committee's resolutions, and how the company has responded to the Audit Committee's
opinions:
(I)
Matters listed in Article 14-5 of the Securities and Exchange Act:
Audit
Committee
Meeting Date
Session
Motion Content
Opinions of
all Audit
Committee
members
The Company’s
response to such
opinions
2023.02.06
1st board
meeting
in 2023
1. Motion to sell the land at land lot 5-1,
Magong Section, Madou District, Tainan
City.
2. Motion to sell the land at land lot 491,
Pitou Section, Madou District, Tainan
City (including a two-story building on
the ground that is not registered for
preservation and the substation facility),
pending the completion of an application
for the 22.8KV feeder before sale.
3. Motion for investment income/loss
between December 28, 2022 and January
31, 2023 as the Board of Directors
resolved a decision, on December 21,
2022, to delegate the Chairman to trade
the TWSE/TPEx listed stocks held at his
own discretion.
4. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
Without an
opinion
The motion is
passed
2023.03.14
2nd board
meeting
in 2023
1. Motion for the Company's 2022 annual
financial report.
2. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
3. Motion for the Company's 2022 internal
control system declaration.
4. Motion for the appointment and
independence evaluation of the
Company's CPAs.
Without an
opinion
The motion is
passed
2023.05.03
3rd board
meeting
in 2023
1. On March 28, 2023, the Company and the
buyer, Haoneng Corp, Limited, signed a
supplementary contract for the transaction
at land lot 5, Magong Section, Madou
District, Tainan City.
2. On March 28, 2023, the Company and the
buyer, Haoneng Corp, Limited, signed a
real estate trading contract for the land at
land lot 491, Pitou Section, Madou
District, Tainan City (excluding a
two-story building on the ground that is
Without an
opinion
The motion is
passed
  • 22 -
not registered for preservation and the
substation facility).
3. On March 28, 2023, the Company and the
buyer, Haoneng Corp, Limited, signed an
equipment transfer contract for the electric
room, booster station and Chien Shing
69KV pipelines at the Madou Plant in the
building on the land, at land lot 491, Pitou
Section, Madou District, Tainan City, that
is not registered for preservation,
including the assets and right of use with
respect to in-plant equipment and external
conduits.
2023.05.11 4th board
meeting
in 2023
1. Motion for the Company's financial report
for 2023 Q1.
Without an
opinion
The motion is
passed
2023.06.29 5th board
meeting
in 2023
1. Motion to appoint Mr. Wen-Ji Su as the
Corporate Governance Officer.
Without an
opinion
The motion is
passed
2023.08.08 6th board
meeting
in 2023
1. Motion for the Company's financial report
for 2023 Q2.
2. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
3. Motion to sell the stocks of the
TWSE/TPEX listed company currently
held.
Without an
opinion
The motion is
passed
2023.11.09 7th board
meeting
in 2023
1. On the change of attesting CPAs of the
Company.
2. Motion for the Company's financial report
for 2023 Q3.
3. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
4. Motion to sell the stocks of the
TWSE/TPEX listed company currently
held.
Without an
opinion
The motion is
passed
2024.03.14 1rd board
meeting
in 2024
1. Motion for the Company's 2023 annual
financial report.
2. Motion for reallocation for investment in
TWSE/TPEx listed stocks.
3. Motion to sell the stocks of the
TWSE/TPEX listed company currently
held.
4. Motion for the Company's 2022 internal
control system declaration.
5. Motion for the appointment and
independence evaluation of the
Company's attesting CPAs.
6. Motion for partial amendment of the
"Procedures for Preparation,
Verification, Announcement and Filing
of Sustainability Report" of the
Company.
Without an
opinion
The motion is
passed
  • 23 -

  • statement have been submitted to the Audit Committee for review. The Head of Audit communicated with the Audit Committee and the communication between them was sound.

  • The Company’s CPAs reports the results of financial statement audits or reviews as well as other communication matters required by applicable laws at the quarterly the Audit Committee meeting. The Company’s Audit Committee maintains good communication with CPAs.

  • 24 -

(III) Deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies

Assessment Actualgovernance Actualgovernance Actualgovernance Deviation and causes of deviation from Corporate
Governance Best-Practice Principles for
TWSE/TPEX Listed Companies
Yes No Summary description
I.
Has the company established and disclosed its corporate
governance principles based on "Corporate Governance
Best-Practice Principles for TWSE/TPEX Listed
Companies?"
V The Company has yet to establish such as policy. One may be created in the future as needed to
support the Company's growth and comply with
regulations.
II.
Shareholding structure and shareholders' interests
(I)
Has the Company implemented a set of internal procedures
to handle shareholders' suggestions, queries, disputes and
litigations?
(II)
Is the Company constantly informed of the identities of its
major shareholders and the ultimate controller?
(III)
Has the Company established and implemented risk
management practices and firewalls for companies it is
affiliated with?
(IV)
Has the Company established internal policies that prevent
insiders from trading securities against non-public
information?
V
V
V
V (I) The Company has dedicated personnel available to answer shareholders' queries and
resolve issues.
(II) The Company maintains good relationship with major shareholders, and is
constantly updated on changes in shareholding of directors, managers, and major
shareholders with more than 10% ownership interest.
(III)
The Company currently does not have any affiliate, hence not applicable.
(IV) The Company has a set of "Insider Trading Prevention Procedures" in place that
prohibits insiders from trading securities against non-public information.
(一)
No material deviation is found.
(二)
No material deviation is found.
(III)
No material deviation is found.
(IV)
No material deviation is found.
III.
Composition and responsibilities of the board of directors
(I)
Has the board of directors formulated diversity policies and
their concreate management goals, and have them actually be
implemented?
(II)
Apart from the Remuneration Committee and Audit
Committee, has the Company assembled other functional
committees at its own discretion?
(III)
Has the company established a set of policies and assessment
tools for evaluating board performance, and conducted
performance evaluation on a yearly basis? Are performance
evaluation results reported to the board of directors and used
as reference for compensation and nomination decisions?
(IV)
Are external auditors' independence assessed on a regular
basis?


V
V
V
V (I) The Company's board of directors currently consists of four directors and three
independent directors; the board as a whole possesses extensive experience in
business management.
(II) Aside from the Remuneration Committee and Audit Committee, the Company has
not assembled other functional committees.
(III) The Company established "Board Performance Self-evaluation or Peer Evaluation
Policy" with board of directors' approval on November 6, 2019; details of which
have been disclosed on the Company's website.
The Company also amended its Board of Directors Performance Evaluation Policy
based on the latest regulations during the board of directors meeting held on August
11, 2020. Board members, Audit Committee members, and Remuneration
Committee members conducted a self-evaluation in December, 2023; outcomes of
which have been reported to the board of directors and disclosed on the Company's
website to provide reference for future improvements.
(IV) The Company not only follows Article 29 of Corporate Governance Best-Practice
Principles for TWSE/TPEX Listed Companies and evaluates independence of its
financial statement auditors at least once a year, but also prepares "CPA
Independence Assessment Reports" (Note) and requires financial statement auditors
to issue "Statements of Independence" according to Article 47 of Certified Public
Accountant Act and the "Integrity, Fairness, Objectivity and Independence"
principles of Statement of CPA Professional Ethics No. 10. All CPA independence
assessments are reviewed by the Audit Committee and approved by the board of
directors.
(I)
No material deviation is found.
(II) The Company will adopt practices as
deemed appropriate to support future growth
and comply with regulations.
(III) No material deviation is found.
(IV)
No material deviation is found.
  • 25 -
Assessment Actualgovernance Actualgovernance Actualgovernance Deviation and causes of deviation from Corporate
Governance Best-Practice Principles for
TWSE/TPEX Listed Companies
Yes No Summary description
IV.
Has the TWSE/TPEX listed company allocated adequate
number of competent corporate governance staff and
appointed a corporate governance officer to oversee
corporate governance affairs (including but not limited to
providing directors/supervisors with the information needed
to perform their duties, assisting directors/supervisors with
compliance issues, convention of board meetings and
shareholder meetings, and preparation of board/shareholder
meetingminutes)?
V The Company has a employed a corporate governance officer, who is specially
responsible for providing the board of directors and Audit Committee with the
information needed to perform duties, making arrangements for board of directors and
shareholder meetings, updating and changing company registration, preparing
board/shareholder meeting minutes, assisting directors with duties and ongoing
education, assisting directors with compliance issues, and other corporate
governance-related affairs outlined in the Articles of Incorporation or contracts.
No material deviation is found.
V.
Has the Company provided proper communication channels
and created dedicated sections on its website to address
corporate social responsibility issues that are of significant
concern to stakeholders (including but not limited to
shareholders, employees, customers and suppliers)?
V The Company has a spokesperson and acting spokesperson system in place to handle
related issues.
The Company has a stakeholders section created on its website to respond to issues that
are of concern to stakeholders.
No material deviation is found.
VI.
Does the Company engage a share transfer agency to handle
shareholder meeting affairs?
V The Company currently engages the Share Transfer Agency Department of Horizon
Securities Corp. to handle matters relating to shareholder meetings.
No material deviation is found.
VII.
Information disclosure
(I)
Has the Company established a website that discloses
financial, business, and corporate governance-related
information?
(II) Has the Company adopted other means to disclose
information (e.g. English website, assignment of dedicated
personnel to collect and disclose corporate information,
implementation of a spokesperson system, broadcasting of
investor conferences via the company website)?
(III) Does the Company publish and make official filing of annual
financial report within two months after the end of an
accounting period, and publish/file Q1, Q2 and Q3 financial
reports along with monthly business performance before the
required due dates?
V
V
V (I)
The Company discloses financial, business, and corporate governance
information on its website(http://www.csssc.com.tw).
(II)
1. The Company has assigned dedicated personnel to gather and disclose
information, and implements a spokesperson system.
2. Video recordings and briefing materials of investor seminars are placed on the
investors section of the Company's website.
(III) 1. The Company follows Article 36 of the Securities and Exchange Act by
publishing and filing its annual financial reports within 3 months after the end of
an accounting period. Q1, Q2, and Q3 financial reports are submitted to the Audit
Committee and the board of directors for approval before the statutory due dates,
and are published on Market Observation Post System on days they are presented
to the board of directors.
2. Monthly business performance data is fully disclosed on the Company's
website and on Market Observation Post Systembefore the statutory due dates.
(I) No material deviation is found.
(II) No material deviation is found.
(III) No material deviation is found.
VIII. Does the Company have other information that enables a
better understanding of the Company's corporate governance
practices (including but not limited to employee rights,
employee care, investor relations, supplier relations,
stakeholders' interests, continuing education of
directors/supervisors, implementation of risk management
policies and risk measurements, implementation of customer
policy, and purchase of liability insurance for directors and
supervisors)?
V 1. With respect to employees’ rights and employee care, the Company hires local
workers where possible, encourages re-employment of women, provides local
employees with employment benefits, and extends care to the underprivileged. An
employee welfare committee has long been assembled to cater for employees’ welfare,
and the committee allocates benefits regularly according to the Articles of
Incorporation.
2. The Company has purchased director liability insurance according to rules from Taian
Insurance.
3. The continuing education status of directors is declared, which can be inquired on the
Market Observation Post System.
No material deviation is found.
  • 26 -
Assessment Actualgovernance Actualgovernance Actualgovernance Deviation and causes of deviation from Corporate
Governance Best-Practice Principles for
TWSE/TPEX Listed Companies
Yes No Summary description
IX.
Please explain the improvements made, based on the latest Corporate Governance Evaluation results published by Stock Exchange Corporate Governance Center, and propose enhancement measures for any issues
that are yet to be rectified. (Not required if the Company is not one of the evaluated subjects): The Company is not subject to evaluation.

Note: CPA independence assessment report (listed as key issue)

  • (1) The Company and the CPAs it engages hold no material financial stake in each other.

  • (2) None of the CPAs serve as the Company's director, supervisor, manager, or any position that has material influence on audit activities, whether currently or at any time in the last two years. The Company is certain that they will not hold the abovementioned positions during future audits.

  • (3) The CPAs, their spouses, and dependents did not serve as the Company's director, supervisor, manager, or hold any position that had direct and material influence on audit activities during the audit period.

  • 27 -

(IV) The state of the composition, duties and the state of the Remuneration Committee:

  1. Information on the members of the Remuneration Committee
December 31, 2023
Criteria
Name
Position
Professional qualification
and experience
Independence No. of concurrent
roles as
remuneration
committee
member in other
public companies
Independent
Director
Convener
Ying-Ying
Yang
Ms. YAng Graduated from
Department of Mathematics,
Soochow University and
worked in the securities
sector for more than two
decades. She is very sensitive
to figures and has experience
in accounting, financial
analysis and management.
She is currently serving as
the Chairman of Chun Li
Technical Co., Ltd.
She has been a director of
Chien Shing Co. Ltd. since
two years before Being
elected. She is serving for
Chun Li Technical Co.,
which is not an affiliate of
the Company, nor having
any financial or business
relationship with the
Company.
0
Independent
Director
Yi-Hung
Chen
Mr. Chen graduated from
Department of Civil
Engineering, Chung Hua
University; he is currently
serving as the Vice Manager
of a real-estate development
company and used to serve as
a deputy chief of a steel
plant. He has the industrial
knowledge to the steel and
real estate industries.
He has been a director of
Chien Shing Co. Ltd. since
two years before Being
elected He is serving for
Hong Yun Fa Real Estate
Development Co., Ltd.,
which is not an affiliate of
the Company, nor having
any financial or business
relationship with the
Company.

0
Others Tsung-Ming
Chang
Mr. Chang graduated from
Agronomy Department of
Yuanlin Agricultural and
Industrial Vocational High
School and retired as a Plant
Manager of Gang Jou
Stainless Steel ENT Co., Ltd.
He has rich experience in the
steel industry.
He has been a retiree since
two years before being
elected.
0
  • 28 -

2. Information on the operation of the Remuneration Committee

  • (1) The Company's Remuneration Committee has 3 members.

  • (2) The term of office of the current members: The term is from August 12, 2021 to August 11, 2024. During the most recent year, a total of 2 Remuneration Committee meetings were held (A); The qualifications and attendance of members are as follows:

Title Name Actual Attendance
(B)
Proxy
Attendance
Actual
Attendance Rate
(%)
(B/A)
Remarks
Convener Ying-Ying
Yang
2 0 100
Member Yi-Hung
Chen
2 0 100
Member Tsung-Ming
Chang
2 0 100
Other information required:
I.
If the board of directors declines to adopt or modify a recommendation of the remuneration committee, the date,
session, topic discussed and the resolution of the board meeting and handling of the resolution of the remuneration
committee shall be specified (if the compensation package approved by the Board is better than the
recommendation made by the committee, please specify the discrepancy and its reason): None.
II.
As to the resolution of the Remuneration Committee, if a member expresses any objection or reservation, either by
recorded statement or in writing, the date, session and topic discussed of the committee meeting, all members’
opinions and handling of members’opinions shall be specified: None.

3. Information on nomination committee members and their operation

  • I. Specification of the appointment qualifications and duties of the Company’s nomination committee members

  • II. Professional qualifications and experience of the nomination committee members and their operation: None.

  • 29 -

(V) The promotion of sustainable development and the deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor:

Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
I.
Has the Company established a governance structure to
promote sustainable development and set up a dedicated
(concurrent) unit to promote sustainable development,
which is authorized by the Board of Directors to be
handled by senior managerial officers, and is supervised
by the Board of Directors?
V In order to implement sustainable corporate management, the
Company has established the Sustainable Development Task
Force. The Chairman appoints a convener to hold the sustainable
development meeting, and department heads, employees of all
levels and external professional consultants are invited to
participate in the meeting for discussion.
The Sustainable Development Task Force consists of the
chief convener, deputy convener, and department heads as task
force leaders. An executive secretary is also appointed to assist the
chief convener and deputy convener in the planning and
implementation of sustainable development policies. In order to
strengthen the integration of resources and improve the efficiency
of sustainable development policy implementation, a regular
meeting is convened at least once a year to report the
implementation progress and results to the Chairman and the
Board of Directors.
A total of 3 sustainability meetings were held in 2023. The
motion content includes (1) Establishment of a sustainable
development team; (2) Discussion of sustainability goals from
economic, social, and environmental aspects; (3) Decisions on
major sustainability-related issues.
No material deviation is found.
  • 30 -
Item Operations (Note) Operations (Note) Operations (Note) Operations (Note) Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
II.
Has the Company conducted risk assessment on
environmental, social, and corporate governance issues
that are relevant to its operations, and implemented risk
management policies or strategies based on principles of
materiality?
V To ensure the Company’s sustainable and stable development, we
are actively formulating relevant strategies to respond to the
environmental, social, and governance issues and incorporating
the spirit of social responsibility in our business administration
philosophy, to place ethics before profits and provide more sincere
services to clients, thereby fulfilling our corporate social
responsibilities.
Key Topics
Risk Assessment
Projects
Risk management policies or
strategies
Environmental
Environmental
Impact and
Management
1.We have eliminated old
energy-consuming
equipment, effectively
reduced energy consumption
in the process, and upgraded
the wastewater treatment
system to significantly reduce
the emission of pollution and
its impact on the
environment.
2.Regular inventory of
greenhouse gas emissions
in accordance with ISO
14064-1 to examine the
impact on company
operations. Based on the
results of the inventory,
the Company will
continue to implement
carbon reduction
measures.
Social
Occupational
Safety
Fire drills and industrial
safety education training are
held regularly every year.
Cultivating employees’
self-safety management
and emergency response
capabilities.
Corporate
Legal
The Company is managed on

No material deviation is found.
Key Topics Risk Assessment
Projects
Risk management policies or
strategies
Environmental Environmental
Impact and
Management
1.We have eliminated old
energy-consuming
equipment, effectively
reduced energy consumption
in the process, and upgraded
the wastewater treatment
system to significantly reduce
the emission of pollution and
its impact on the
environment.
2.Regular inventory of
greenhouse gas emissions
in accordance with ISO
14064-1 to examine the
impact on company
operations. Based on the
results of the inventory,
the Company will
continue to implement
carbon reduction
measures.
Social Occupational
Safety
Fire drills and industrial
safety education training are
held regularly every year.
Cultivating employees’
self-safety management
and emergency response
capabilities.
Corporate Legal The Company is managed on
  • 31 -
Item Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
Governance Compliance the principle of integrity,
implements internal control
mechanisms and strengthens
employees’ awareness of
compliance with laws and
regulations.
Strengthening of
Directors’
Functions
We plan for Directors to
participate in external
corporate governance-related
courses and provide
protection for Directors by
taking out Directors’ liability
insurance.
Stakeholder
Communication
The Company has set up
various communication
channels such as
spokespersons and investor
mailboxes in the hope of
establishing good
communications with
stakeholders.
III.
Environmental issues
(I)
Has the Company set up an appropriate environmental
management system as per its industrial
characteristics?
(II)
Is the Company committed to improving energy
efficiency and adopting recycled materials with low
environmental impact?
V V (I)
As part of the manufacturing industry, the Company is still
striving to establish appropriate operational activities and
internal office environment management to achieve the
goal of energy saving and sustainable development.
(II)
The Company is in the traditional manufacturing industry
and mainly produces stainless steel coils. The stainless
steel waste generated during the process is collected and
processed by qualified downstream businesses.
We are also actively promoting energy saving measures,
eliminating old energy-consuming equipment and
replacing it with energy-efficient equipment, reusing
materials that can be recycled in manufacturing as much
as possible, and actively formulating manufacturing
processes to reduce pollution and optimize waste
reduction, as well as renewing the wastewater treatment
system to reduce environmental pollution.
(I)
The Sustainable Development
Task Force will study the
establishment of an
environmental management
system in the future and follow
all legal requirements.
(II)
No material deviation is found.
  • 32 -
Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
(III)
Has the Company assessed its current and future
potential risks and opportunities of climate change and
taken countermeasures against climate-related issues?
(IV)
Has the Company counted the greenhouse gas
emissions, water consumption, and total weight of
waste over the past two years and formulated policies
on greenhouse gas reduction, water consumption
reduction, or other waste management?
V
V
(III)
In light of the enormous impact of climate change, the
Company continues to promote energy-saving and
carbon-reduction policies: Electric scooters were used as
means of transportation on site. replacing energy-saving
light bulbs, encouraging employees to use environmentally
friendly tableware and printing on double-sided or recycled
paper, and planting trees in the Company’s vacant land to
expand the green area coverage.
In addition, we are committed to promoting energy
conservation and carbon reduction through daily
education and training to raise employees’ awareness of
environmental protection, energy conservation, and
waste recycling. We ask employees to turn off lights
when necessary, put waste paper to good use, and adopt
electronic devices to save energy.
(IV)
We are committed to promoting energy conservation and
carbon reduction to fulfill our responsibilities as a global
citizen and corporate social responsibilities. We will
continue to implement energy conservation and carbon
reduction and greenhouse gas reduction policies in the
future.
Water consumption, total weight of waste, and electricity
consumption for the most recent two years:
1. Water consumption for the most recent two years:
Year
Total water
consumption
(m3)
2022
30,858
2023
29,886
2. Total waste for the most recent 2 years:
Year
Non-hazardous
waste (tons)
2022
1213.49
2023
804.45

(III) No material deviation is found.
(IV) No material deviation is found.

2.
Year Total water
consumption
(m3)
2022 30,858
2023 29,886

Year
2022
2023
Non-hazardous
waste (tons)
1213.49
804.45
  • 33 -
Item Operations (Note) Operations (Note) Operations (Note) Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
(No hazardous waste is produced by the Company,Non-hazardous
waste includes: Category D - general industrial waste and
Category R - waste that has been announced for reuse. In 2023,
Category D: 481.19 tons, Category R: 323.26 tons; total of
Category D and Category R: 804.45 tons)
In 2021, the Company has updated its recycling system to
recover and recycle hydrofluoric acid from our
manufacturing processes, resulting in a significant
reduction of over 58% in the amount of waste generated.
3. Carbon emissions from electricity consumption for the most
recent two years:
Year
Emissions
(tons CO2e/year)
2022
5,103
2023
4,343

Year Emissions
(tons CO2e/year)
2022 5,103
2023 4,343
IV.
Social issues
(I)
Does the Company formulate relevant management
policies and procedures in accordance with applicable
laws and the International Bill of Human Rights?
V (I)
The Company shall comply with the Labor Standards Act
and other relevant laws and regulations, and shall
establish relevant complaint channels to protect the rights
and interests of employees.
Based on respect for internationally recognized basic human
rights, the Company strictly abides by Article 5 of the
Employment Service Act and assists employees in maintaining
physical and mental health and work-life balance, provides a safe
and healthy working environment, and prohibits forced overtime.
The Company also complies with laws and regulations
when recruiting employees, never hiring child labor, and does not
discriminate in terms of salaries, benefits, evaluations, and
promotion opportunities based on gender, ethnicity, or marriage
and childbirth.
The Company’s human rights management policy and
implementation plan are as follows:
Human rights management
policy
Implementation plan
1. Helping employees
*Employees are given a

(I)
No material deviation is found.
Human rights management
policy
Implementation plan
1. Helping employees *Employees are given a
  • 34 -
Item Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
(II)
Has the Company developed and implemented
reasonable employee welfare measures (including
compensation, leave of absence and other benefits), and
appropriately reflected business performance or
outcome in employees’ compensations?

V
maintain physical and
psychological health and
work-life balance
2. Providing a safe and
healthy work
environment
3. Prohibiting forced
overtime work and
complying with
government labor laws
and regulations
one-hour lunch break with
sufficient time to rest.
Onsite nurses regularly
track employees’ physical
conditions.
The onsite environment is
cleaned regularly, and
relevant machinery,
equipment, and firefighting
equipment are regularly
maintained and inspected;
hazardous areas are marked.
*A leave policy is
implemented to motivate
employees to focus on
work-life balance.
(II)
No material deviation is found.
  • 35 -
Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
(III)
Does the Company provide employees with a safe and
healthy work environment and offer safety and health
education to employees regularly?
V opportunities for the same work for men and women. In
2023, female employees accounted for an average of 20%
of all employees.
4. Regarding remuneration, the Company increases
individual salaries according to the salary level in the
market, economic trends, and individual performance, to
maintain the competitiveness of the remuneration we
provide. In 2023, there is no annual salary adjustment for
Company's managerial positions and non-managerial
positions.
(III)
The Company has set up an Work Safety Office and
implemented "Work Environment and Safety
Management Procedures" and worker safety and health
rules to outline requirements such as cleanliness and
safety of the operating environment, safety of production
machinery operations, and regular safety and health
training. Employee safety and health training is held on a
regular basis.
The Company maintains and supervises the environment
of plants and offices in accordance with applicable labor
safety and health laws and regulations and organizes
employee health checks on a regular basis. We provide
employees with a safe and healthy workplace. Our
offices are equipped with a central air-conditioning
system. We also have industrial fans in place for the
places where the temperature is higher. We have
sufficient lighting equipment, emergency escape routes
and exits, and firefighting equipment in place. We
regularly hold fire exercises, clean work environment,
and test water quality. We remind employees to perform
daily inspections of larger machines and equipment to
ensure their safety.
In order to protect workers from harmful substances
in the workplace and provide workers with a healthy and
comfortable working environment, operating
environment monitoring is implemented every year to
understand the actualexposure status ofworkers.


(III) No material deviation is found.
  • 36 -
Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
(IV)
Has the Company established an effective career
development training program for employees?
(V)
Does the Company comply with applicable laws and
international standards regarding issues, such as
customer health and safety, customer privacy, as well
as marketing and labelling of products and services?
Has it formulated relevant policies and complaint
procedures to protect consumers’ or customers’ rights
and interest?
(VI)
Has the Company formulated a supplier management
policy, required suppliers to follow applicable
regulations on issues, such as environmental protection,
occupational safety and health, or labor rights? The
implementationthereof?

V
V
V Occupational injury in 2023: 1, number of
employees: 1, accounting for 1.47% of the total number
of employees.
Relevant improvement measures: Strengthen the
promotion of personnel must use safety protection
equipment when working, and prohibit dangerous
behavior; furthermore, strongly demand the personnel
that they confirm the safety status of the equipment
before working, and be sure to observe safe working
methods at work.
There was no fire incident in 2023.
(IV)
In addition to the training for new employees, the
Company organizes internal training courses and assigns
employees to undergo external training from time to time
every year to help employees develop professional
character and competitive advantage. We are also
committed to establishing a comprehensive benefit policy
and planning diversified education and training courses to
improve employees’ skill sets.
(V)
The Company has established the "Personal Information
Management Protection Policy" and the "Customer
Complaint Policy" to protect the rights of customers.
1. When providing sales services, we keep customers’
personal information confidential according to laws.
2. There is a customer complaint period for all products
sold according to the contracts signed. Customers can
report their problems by phone or email or through the
Company’s website, and relevant personnel will respond
to their questions or complaints and handle various
applications.
(VI)
The Company has not established a supplier management
policy.

(IV) No material deviation is found.
(V) No material deviation is found.
(VI) One may be created in the future
as needed to support the
Company’s growth and comply
with regulations.
  • 37 -
Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Sustainable
Development Best Practice Principles
for TWSE/TPEx Listed Companies and
thereasons therefor
Yes No Summary description
V. Has the Company referred to the internationally accepted
reporting standards or guidelines to prepare reports, such
as ESG reports that discloses the Company’s
non-financial information? Are the abovementioned
reports supported by assurance or opinion of a third-party
certifier?
V The Company has published the Sustainability Report in 2023
with reference to the International Standards of Preparation of
Reports and disclosed it on the Company’s website
(http://www.rssc.com.tw/tw/2022ESG_report.pdf). The report has
not yet been certified by a third-party verification unit. In the
future, it will be prepared in accordance with the Company’s
developmentneeds andlaws andregulations.
No material deviation is found.
VI. Where the Company has formulated its own sustainable development code in accordance with the Sustainable Development Best Practice Principles, please specified the
differences between the implementation and the principles:
Theregulations ofthe Company’s SustainableDevelopmentBestPracticePrinciples are underconsideration.
VII. Other material informationtohelp understand the efforts to promote sustainable development: None.
  • 38 -

(VI) Enforcement of business integrity, and deviation and causes of deviation from Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies

Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and the
reasons therefor
Yes No Brief description
I.
Formulation of ethical management policies and plans
(I)
Has the Company formulated an ethical management
policy approved by the board of directors and disclosed
the policy and practice of ethical management in its
regulations and public documents? Are the board of
directors and the senior management committed to
actively implementing the policy?
(II)
Has the Company established an assessment mechanism
for the risk of unethical conduct to regularly analyze and
evaluate the business activities with a higher risk of
unethical conduct within the business scope and
formulated a prevention plan accordingly, at least
covering the prevention measures for the acts under each
subparagraph under Article 7, paragraph 2 of the
Corporate Governance Best Practice Principles for
TWSE/TPEx Listed Companies?
(III)
Has the Company clearly specified operating procedures,
guidelines for conduct, and a violation punishment and
complaint system in the unethical conduct prevention
plan and duly implemented them? Does the Company
regularlyreview andrevise said plan?

V
V
V
(I)
The Company formulated the Ethical Corporate Management
Best Practice Principles and the Procedures for Ethical
Management with reference to the Ethical Corporate
Management Best Practice Principles for TWSE/TPEx Listed
Companies in 2021 and implemented them after they were
approved by the Board of Directors. The above regulations
clearly define the Company's ethical corporate management
policies and approaches, which are adopted in both internal
management and external business activities.
(II)
The Company has established the "Procedures for Ethical
Management and Guidelines for Conduct" to clearly regulate
and prohibit unethical conducts. The personnel department
regularly analyzes and assesses the risks of unethical conducts
within the business scope, and assists the Board of Directors
and the management in reviewing and assessing the
implementation of ethical corporate management Whether the
established preventive measures are operating effectively.
(III)
The Company has established the "Procedures for Ethical
Management and Guidelines for Conduct," with a clear
disciplinary and grievance system in place to specify the
matters that the Company's personnel should be aware of when
conducting business, and areregularlyreviewedfor revision.
(I)
No material deviation is
found.
(II)
No material deviation is
found.
(III) No material deviation is
found.
II.
Enforcement of business integrity
(I)
Does the Company evaluate each counterparty’s records
for ethics? Has the Company specified the terms of
ethical conduct in each contract signed with each
counterparty?
V (I)
Before establishing a business relationship with another party,
the Company shall evaluate the legality of the counterparty, the
ethical corporate management policy, and whether there is any
record of unethical practices. Any personnel of this
Corporation, when engaging in commercial activities, shall
make a statement to the trading counterparty about this
Corporation's ethical managementpolicyand related rules,and
(I)
No material deviation is
found.
  • 39 -
Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and the
reasons therefor
Yes No Brief description
(II)
Has the Company established a dedicated (concurrent)
unit under the board of directors to conduct ethical
corporate management, regularly (at least once a year)
report to the board of directors on its ethical management
policies and prevention plans for unethical conduct, and
supervise the implementation?
(III)
Has the Company formulated policies to prevent
conflicts of interest, provided appropriate methods for
stating one’s conflicts of interest, and implemented them
appropriately?
(IV)
Has the Company has established an effective accounting
system and an internal control system for the
implementation of ethical management and assigned the
internal audit unit to formulate relevant audit plans based
on the assessment results of the risk of unethical conduct
and audit the compliance with the unethical conduct
prevention plan accordingly or commissioned a CPA to
perform such audits?
(V)
Does the Company regularly hold internal and external
educationand training onethical management?



V
V
V
V
shall clearly refuse to provide, promise, request, or accept,
directly or indirectly, any improper benefit in whatever form or
name. The personnel of the Company shall refrain from
engaging in business transactions with counterparties involved
in unethical practices.
(II)
The Company shall designate the personnel unit as the
dedicated unit, and shall regularly report (at least once a year)
to the Board of Directors on the implementation of the ethical
corporate management policy and the plans to prevent unethical
conducts, and the supervision and implementation.
(III)
When a director, managerial officer or other stakeholder of this
Corporation attending or present at a board meeting, or the
juristic person represented thereby, has a stake in a matter under
discussion in the meeting , that director, supervisor, officer or
stakeholder shall state the important aspects of the stake in the
meeting and, where there is a likelihood that the interests of this
Corporation would be prejudiced, may not participate in the
discussion or vote on that proposal, shall recuse himself or
herself from any discussion and voting, and may not exercise
voting rights as proxy on behalf of another director. The
directors shall practice self-discipline and must not support one
another in improper dealings.
(IV)
The Company shall establish effective accounting systems and
internal control systems for business activities possibly at a
higher risk of being involved in an unethical conduct, and
conduct reviews regularly so as to ensure that the design and
enforcement of the systems are showing results. The internal
audit unit of the Company shall, based on the results of
assessment of the risk of involvement in unethical conduct,
devise relevant audit plans? including auditees, audit scope,
audit items, audit frequency, etc., and examine accordingly the
compliance with the prevention programs. The internal audit
unit may engage professionals to assist if necessary.
(V)
The responsible unit of this Corporation shall organize internal
awareness sessions periodically and arrangeforthe chairperson,



(II)
No material deviation is
found.
(III) No material deviation is
found.
(IV) No material deviation is
found.
(V) No material deviation is
found.
  • 40 -
Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and the
reasons therefor
Yes No Brief description
general manager, or senior management to communicate the
importance of ethics to its directors, employees, and
mandataries.
III.
Whistleblowing system
(I)
Has the Company formulated a specific whistleblowing
and reward system, established a convenient
whistleblowing method, and assigned appropriate
personnel to handle the party accused?
(II)
Has the Company formulated standard operating
procedures for investigation of reported cases, the
follow-up measures to be taken after the investigation is
completed, and a confidentiality mechanism?
(III)
Does the Company take measures to protect
whistleblowers from being mistreated due to their
whistleblowing behavior?
V
V
V
(I)
For the establishment of an honest and transparent enterprise,
the Company has established and announced an independent
whistle-blowing mailbox: [email protected]
Provided for internal and external personnel to report crime,
fraud, or illegal activities and has designated dedicated
personnel to handle reports on reports.
(II)
The Company has not yet established a procedure for handling
whistle-blowing cases. When a whistle-blowing case occurs in
the Company, the dedicated unit that handles the
whistle-blowing will immediately start an investigation where
necessary, with the assistance of the legal compliance or other
related department. Personnel of this Corporation shall
represent in writing they will keep the whistleblowers' identity
and contents of information confidential. This Corporation also
undertakes to protect the whistleblowers from improper
treatment due to their whistleblowing.
(III)
Personnel of this Corporation handling whistle-blowing matters
shall represent in writing they will keep the whistleblowers'
identity and contents of information confidential. This
Corporation also undertakes to protect the whistleblowers from
improper treatment due to their whistleblowing.
In 2023, the dedicated unit of the Company did not receive any
internal or external reports of dishonest behavior or any
improper behavior of corruption and violation of business
ethics.
(I)
No material deviation is
found.
(II)
No material deviation is
found.
(III) No material deviation is
found.
IV. Enhanced information disclosure
Has the Company disclosed its integrity principles and
progress ontoits website andMOPS?
V The Company discloses the Ethical Corporate Management Best
Practice Principles on the Company's website and MOPS.
No material deviation is found.
V.Ifthe Companyhasformulatedits ownCorporate GovernanceBestPracticePrinciples as perthe Corporate GovernanceBestPracticePrinciplesfor TWSE/TPEx Listed
  • 41 -
Item Operations (Note) Operations (Note) Operations (Note) Deviation from the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and the
reasons therefor
Yes No Brief description
Companies, please specify the difference between its operationand the principles: None.
VI.
Other information relevant to understanding the Company's businessintegrity (e.g.reviews ofbusinessintegrity principles): None.
  • (VII) Methods of inquiry for the Company's corporate governance principles and policies, if any: Disclosures have been made on the Company’s website and corporate governance section of MOPS.

(VIII) Other important information material to the understanding of corporate governance within the Company: None.

  • 42 -

(IX) Climate-Related Information of TWSE/TPEx Listed Company

Climate-related information implementation

Climate-related information implementation
Item Implementation
1. Describe the board of directors' and management's oversight and governance of
climate-related risks and opportunities.
The Chairman of the Company appoints a five-member sustainable development
team, with the President as the general convener. At least one meeting is convened
per year to discuss the Company's sustainable development goals from the
economic, social and environmental aspects, and regarding climate change risks,
energy efficiency, and environmental impacts involved that may be generated from
the Company's operations, the annual sustainability reports are prepared every year,
as well as reported to the Board of Directors
2. Describe how the identified climate risks and opportunities affect the business,
strategy, and finances of the business (short, medium, and long term).
The risks and opportunities identified by the Company are as follows:
▪Transition risks: In order to reduce carbon emissions, the thermal insulation
performance of the main equipment in the process - heating furnaces is improved,
and the scrubbers were renovated to introduce air pollution control systems, thereby
increasing capital expenditures and operating costs.
▪Physical risks: Power rationing and water shortages caused by abnormal weather,
such as high temperatures and droughts, further increase the operating costs such as
water purchase, and reduce revenues due to water shortages.
▪Opportunity: The consumption of natural gas can be effectively reduced by
improving the thermal insulation performance of the heating furnaces, and the
scrubbers are renovated to effectively control air pollution emissions, while
improving the Company's image.
3. Describe the financial impact of extreme weather events and transformative
actions.
Impacts of extreme weather on the Company's operations:
1. The extreme weather increases the risk of water shortage, which in turn affects
the operation of the factory's production processes.
Responding strategy: By flexibly deploying water resources, the water storage
capacity of the raw water pools and industrial water pools in the factory is
maximized, to reduce the impact of water shortage or reduced pressure on the
factory's production process.
Goal: Continue to maintain the raw water pools and industrial water pools in the
factory, to reduce the risk of shutdown resulted from water shortage.
The impact of transition actions on the Company’s finance: The Company
continues to strengthen the maintenance of raw water pools and industrial water
pools in the factory, which is expected to increase operating costs.
2. Extreme weather may cause raw material supply issues that may disrupt the
supply chain or affect production.
  • 43 -
Item Implementation
Responding strategy: Considering the transportation risks in the supply chain, the
bases less affected by climate factors are selected as the transportation hubs for raw
material transportation.
Goal: Maintain the volume, capacity and stability of raw material supply, while
ensuring the balance of supply chain transportation and transportation costs.
The impact of the transition actions on the Company’s finance: The selection of
raw material transportation hubs is expected to increase operating costs.
4. Describe how climate risk identification, assessment, and management processes
are integrated into the overall risk management system.
The Company constantly reviews related issues regarding the impacts and risks of
climate change and makes appropriate adjustments to risk management policies
responding to the short-, mid-, and long-term risk changes. The relevant operations
are promoted by the sustainable development teams at the operation level by
sub-teams, and the Chairman is in charge of supervising and regularly reviewing the
implementation plans and implementation of the Committee, coordinating the
promotions of the Company's various sustainable development matters, such as
corporate social responsibility, energy saving and carbon reduction, information
security safeguard, and climate change responses, among other goals, while
formulating relevant management guidelines and concrete promotion plans. For the
operating activities related to the Company’s business scope, a check-and-balance
mechanism for mutual supervision is established, annual work-related standard
operating procedures and conduct guidelines are formulated, and annual education
and training are planned; meanwhile, the relevant strategies and plans promoted by
the Company are completed by all employees of each department. Although climate
change may have negative financial impacts, it is also possible to find opportunities
for positive impacts from the trends of climate change.
5. If scenario analysis is used to assess resilience to climate change risks, the
scenarios, parameters, assumptions, analysis factors and major financial impacts
used should be described.
Climate change scenario analysis has not been conducted.
6. If there is a transition plan for managing climate-related risks, describe the
content of the plan, and the indicators and targets used to identify and manage
physical risks and transition risks.
The Company's sustainable development team and the management actively
evaluate various transition plans and carbon reduction measures, and will officially
explain when there are specific goals.
7. If internal carbon pricing is used as a planning tool, the basis for setting the price
should be stated.
Internal carbon pricing has not been implemented.
  • 44 -
Item Implementation
8. If climate-related targets have been set, the activities covered, the scope of
greenhouse gas emissions, the planning horizon, and the progress achieved each
year should be specified. If carbon credits or renewable energy certificates (RECs)
are used to achieve relevant targets, the source and quantity of carbon credits or
RECs to be offset should be specified.
I. Goals(2024~2026)
1. Conduct the organizational greenhouse gas inventory (including Scope 1 and
Scope 2) according to the 14064-1 standards.
2. Reduce carbon emissions by 0.2% - 0.5% year by year.
3. Phase-out the old equipment for update, and the improvement plan for operating
procedures.
II. Implementation plan:
1. Conduct the organizational greenhouse gas inventory, and collect statistics on the
carbon emissions from the organization.
2. Inspect internal equipment and propose improvement plans.
9. The greenhouse gas inventory and assurance status are stated in Table (I). The Company has completed the greenhouse gas inventory in 2023 and planned
pursuant to the Sustainable Development Roadmap for TWSE/TPEx Listed
Companies. It is expected to pass the third-party verification in 2024.
10. GHG Reduction Targets, Strategies and Specific Action Plans. Not applicable to the Company at present.
  • 45 -

Table (I) Greenhouse Gas Inventory and Assurance Status

Table (I) Greenhouse Gas Inventory and Assurance Status Table (I) Greenhouse Gas Inventory and Assurance Status
Basic information of the company
□ Capital of NT$10 billion or more, iron and steel industry, or cement
□ Capital of NT$5 billion or more but less than NT$10 billion
 Capitalof less thanNT$5 billion
industry Minimum required disclosure under the Sustainable Development Roadmap for
TWSE/TPEx Listed Companies:
Inventory for parent company only □ Inventory for all consolidated entities
Assuranceforparent company only□ Assuranceforallconsolidated entities
Scope 1 Total emissions
(tons CO2e)
Intensity
(tons CO2e/NT$ thousand)
Assurance body Description of assurance status
Parent company
Subsidiary
(Note 1)
Total
Scope 2 Total emissions
(tons CO2e)
Intensity
(tons CO2e/NT$ thousand)
Assurance body Description of assurance status
Parent company
Subsidiary
(Note 1)
Total
Scope 3 No disclosure

Note: As the Company did not obtain the full greenhouse gas assurance opinion by the date of publication of the annual report, the full assurance information will be disclosed in the sustainability report and in the annual report of the next year.

  • 46 -

(X) Implementation of the Internal Control System 1. Internal Control Statement

==> picture [476 x 453] intentionally omitted <==

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

Chien Shing Stainless Steel Co., Ltd.
Internal Control System Statement
Date: March 14, 2024
Based on the findings of a self-assessment, the Company states the following with regard to its internal control
system during 2023:
I. We understand it is the responsibility of the Company’s management to have internal control system
established, enforced, and maintained. The purpose is to provide reasonable assurance on the achievement of
operating effectiveness and efficiency (including profits, performance, and assets safeguarding), reporting
matters with reliability, timeliness, and transparency, and compliance with the relevant law and regulations.
II. Internal control policies are prone to limitations. No matter how robustly designed, effective internal control
policies merely provide reasonable assurance to the achievements of the three goals above. Furthermore,
environmental, and situational changes may affect the effectiveness of internal control policies. Nevertheless,
the internal control system of the Company contains self-monitoring mechanisms, and corrective action is
taken whenever a deficiency is identified.
III. The Company has based on the criteria of the internal control system effectiveness in the “Regulations
Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the
“Regulations”) to determine the effectiveness of the internal control system design and implementation. The
criteria introduced by “The Governing Principles” consisted of five major elements, each representing a
different stage of internal control: 1. Control environment; 2. Risk evaluation and response; 3. Procedural
control; 4. Information and communication; and 5. Supervision. Each element further contains several items.
Please refer to the “Governing Rules” for the details of the said items.
IV. The Company has adopted the above judgment items of internal control system to assess the design and
operating effectiveness of the internal control system.
V. Based on the findings of the evaluation, the Company believes that, as of December 31, 2023, its internal
control system (including supervision and management of subsidiaries) as well as monitoring the
achievement of its objectives concerning operational effectiveness and efficiency; reliability, timeliness and
transparency of the reporting and compliance with applicable laws and regulations etc. were effective in
design and operation, and reasonably assured the achievement of the above-mentioned objectives.
VI. The Declaration of Internal Control is the content of our annual report and prospectus for the information of
the public. For any forgery and concealment of the aforementioned information to the public, we will be held
responsible by law in accordance with Article 20, Article 32, Article 171 and Article 174 of the Securities
and Exchange Act.
VII. The declaration has been passed by board in the meeting held on March 14, 2024, with all seven attending
directors affirming the content of the declaration.
Chien Shing Stainless Steel Co., Ltd.
Chairman: Shuo-Tang Yeh Signature
----- End of picture text -----

  1. If an accountant was entrusted to carry out the review of the internal control system, the accountant’s audit report shall be disclosed: None.

  2. 47 -

  3. (XI) If there has been any legal penalty against the company or its internal personnel, or any disciplinary penalty by the company against its internal personnel for violation of the internal control system, during the most recent fiscal year or during the current fiscal year up to the publication date of the annual report: None.

  4. (XII) Material resolutions of a shareholders meeting or a Board of Directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:

1. Material resolutions and their implementation of a shareholders meeting: 1. Material resolutions and their implementation of a shareholders meeting: 1. Material resolutions and their implementation of a shareholders meeting: 1. Material resolutions and their implementation of a shareholders meeting:
Date Session Material resolution Implementation
2023.06.15 Shareholders'
Meeting



1. Passed the motion for the Company's 2022 business report and
financial report.
2. Passed the motion for the Company’s 2022 loss allocation.
3. Motion of by-electing one seat of independence director.
Completed
Completed
Completed

2. Material resolutions of the Board of Directors:

Date Session Material resolution
2023.02.06 1st board
meeting
1. Passed the motion to sell the land at land lot 5-1, Magong Section, Madou District,
Tainan City.
2. Passed the motion to sell the land at land lot 491, Pitou Section, Madou District,
Tainan City (including a two-story building on the ground that is not registered for
preservation and the substation facility), pending the completion of an application for
the 22.8KV feeder before sale.
3. Passed the motion for investment income/loss between December 28, 2022 and
January 31, 2023 as the Board of Directors resolved a decision, on December 21, 2022,
to delegate the Chairman to trade the TWSE/TPEx listed stocks held at his own
discretion.
4. Passed the motion for reallocation for investment in TWSE/TPEx listed stocks.
2023.03.14 2nd board
meeting

1. Passed the motion for the Company's 2022 business report and financial report.
2. Passed the motion for the Company’s 2022 loss allocation.
3. Passed the motion for the Company’s application for a short-term secured loan of
NT$200 million to the Tainan Branch of the Union Bank of Taiwan, which has been
approved by the bank; delegated the Board of Directors to handle all transactions with
the bank at his own discretion.
4. Passed the motion for the Company’s application for issuance of usance letters of
credit of NT$500 million for the purchase of raw materials to the Tainan Branch of the
Union Bank of Taiwan, which has been approved by the bank; delegated the Board of
Directors to handle all transactions with the bank at his own discretion.
5. Passed the motion for reallocation for investment in TWSE/TPEx listed stocks.
6. Passed the motion for a by-election of one independent director and the nomination
acceptance matters.
7. Passed the motion to set the date, location, method, and relevant affairs for the
Company's 2023 annual general meeting.
8. Passed the motion for the proposal period and location for the Company's 2023 annual
general meeting to accept proposals from shareholders holding 1% or more of the
shares.
9. Passed the motion for the Company's 2022 internal control system statement.
10. Passed the motion for the appointment and independence evaluation of the Company's
CPAs.
2023.04.13 3rd board
meeting
1.
The motion of the nomination for the by-election of two independence director seats
and the acceptance-related matters.
2.
Motion to set the date, location, method, and relevant affairs for the Company's 2023
annual general meeting.
3.
Motion for the remuneration to the Chairman and President of the Company.
4.
Motion for review of salary and remuneration to the Company’s directors, Audit
Committee members and managerial officers.
2023.05.03 4th board 1.
On March 28, 2023, the Company and the buyer, Haoneng Corp, Limited, signed a
supplementarycontract for the transaction at land lot 5,MagongSection,Madou
  • 48 -
meeting District, Tainan City.
2.
On March 28, 2023, the Company and the buyer, Haoneng Corp, Limited, signed a
real estate trading contract for the land at land lot 491, Pitou Section, Madou District,
Tainan City (excluding a two-story building on the ground that is not registered for
preservation and the substation facility).
3.
On March 28, 2023, the Company and the buyer, Haoneng Corp, Limited, signed an
equipment transfer contract for the electric room, booster station and Chien Shing
69KV pipelines at the Madou Plant in the building on the land, at land lot 491, Pitou
Section, Madou District, Tainan City, that is not registered for preservation, including
the assets and right of use with respect to in-plant equipment and external conduits.
4.
Motion for the list of independent director candidates nominated by the Company’s
board of directors.
5.
Motion to cancel the by-election of two director seats at the 2023 annual general
meeting.
2023.05.11 5th board
meeting
1. The Company's financial report for Q1 2023 has been completed, and its approval given
by the Audit Committee pursuant to regulations.
2023.06.29 6th board
meeting
1. Motion to appoint Mr. Wen-Ji Su as the Corporate Governance Officer.
2023.08.08 7th board
meeting
1. The Company's financial report for Q2 2023 has been completed, and its approval given
by the Audit Committee pursuant to regulations.
2. Motion for reallocation for investment in TWSE/TPEx listed stocks.
3. Motion to sell the stocks of the TWSE/TPEX listed company currently held.
2023.11.09 8th board
meeting
1. On the change of attesting CPAs of the Company.
2. Motion for the revision of the "Procedures for Preparation, Verification, Announcement
and Filing of Sustainability Report" of the Company on September 8, 2023.
3. The Company's financial report for Q3 2023 has been completed, and its approval given
by the Audit Committee pursuant to regulations.
4. Motion for the Company's 2024 audit plan.
5. Motion for reallocation for investment in TWSE/TPEx listed stocks.
6. Motion to sell the stocks of the TWSE/TPEX listed company currently held.
2023.12.21 9th board
meeting
1. Motion for various compensation and remuneration to be implemented by the Company
in 2024.
2. Motion for the Company's 2024 operating plans and financial forecast.
3. Motion for the appointment of a president.
2024.03.14 1st board
meeting
1. Motion for the Company's 2023 business report and financial report.
2. Motion for the Company’s 2023 deficit compensation.
3. Motion for the election of seven directors (including three independent directors) and the
director nomination by shareholders and the acceptance-related matters.
4. Motion for the proposal period and location for the Company's 2024 annual general
meeting to accept proposals from shareholders holding 1% or more of the shares.
5. Motion for the nomination of directors (including independent directors) by the Board of
Directors.
6. Release of the Company’s Directors from non-compete clauses.
7. Passed the motion to set the date, location, method, and relevant affairs for the
Company's 2024 annual general meeting.
8. In order to meet the Company's operational needs, the Company has applied to the Union
Commercial Bank, Tainan Branch, for issuing an importation letter of credit with the
limit totaling NT$900 million (forward NT$600 million + spot NT$300 million). The
application was approved by the bank for reference.
9. Motion for reallocation for investment in TWSE/TPEx listed stocks.
10. Motion to sell the stocks of the TWSE/TPEX listed company currently held.
11. Motion for the Company's 2023 internal control system declaration.
12. Motion for the appointment and independence evaluation of the Company's attesting
CPAs.
13. Remuneration and bonus to the Chairman of the Company.
14. Motion for partial amendment of the "Procedures for Preparation, Verification,
Announcement andFiling ofSustainabilityReport"ofthe Company.
2024.04.25 2nd board
meeting

1. Reappointment of the President of the Company.
2. Motion for reallocation for investment in TWSE/TPEx listed stocks.
3. Motion to sell the stocks of the TWSE/TPEX listed company currently held.
4. Motion of Re-election for seven directors(includingthree independent directors)at the
  • 49 -

annual general meeting, and the review of director candidates nominated by shareholders and the list of nominees.

  • (XIII) A director or independent director has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration during the most recent fiscal year: None.

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

Summary of the resignation or dismissal of the Company’s related personnel

2023.12.31


2023.12.31
Title Name Date of post Date of the
resignation
Reason for resignation or
dismissal
Corporate Governance
Officer
Wen-Ji Su 2021.06.01 2023.02.10 Resignation
President Shuo-Tang
Yeh
2014.10.01 2023.12.21 Resignation

IV. Information on attesting CPA professional fees

Amount unit: NT$ thousand

Name of the accounting
firm
Name of the CPA Audit period Audit fee Non-audit
fee
Total Remarks
Diwan & Company Wei-Chin Hou
Jui-Wen Lu
2023.01.01~2023.12.31 1,740 20 1,760
  • (I) When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any associate of such accounting firm are one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees as well as details of non-audit services: None.

  • (II) When the company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons: Not applicable.

  • (III) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by ten percent or more, the amount, percentage and reason shall be disclosed: Not applicable.

  • V. Information on change in CPA: Based on the letter that the Company received from Diwan & Company CPA firm on September 25, 2023, the attesting CPA was proposed to be changed from CPA Jui-Wen Lu and CPA Arnico Tseng to CPA Wei-Chin Hou and CPA Jui-Wen Lu since Q3 of 2023 pursuant to the CPA firm’s quality management policy.

  • VI. Where the company's chairperson, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm: None.

  • VII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

  • 50 -

Title Name (Note 1) 2023 2023 As of March 31 As of March 31
Increase (decrease)
in the number of
shares held
Increase (decrease) in
the number of shares
pledged
Increase (decrease) in
the number of shares
held

Increase (decrease) in
the number of shares
pledged
Chairman Shuo-Tang Yeh 0 0 0 0
Director Chien Shing Investment
Co., Ltd.
Representative: Su-Chu
Wang
0 0 0 0
Director Chien Shing
Construction Co., Ltd.
Representative: Tsai-Yun
Yeh

0
0 0 0
Director Wei-ZhengYang 0 0 0 0
Independent Director Ying-Ying Yang 0 0 0 0
Independent Director Yi-Hung Chen 0 0 0 0
Independent Director Ho-Yi Liu (Note 1) 0 0 0 0

Note 1: Independent directors, Ho-Yi Liu, took office on June 15, 2023.

Information on transfer of equity interests

Name
(Note 1)
Reason for the
transfer of equity
interests
(Note2)
Transaction
date
Transaction
counterparty

Relationship between the counterparty and the
company, directors, supervisors, managerial officers
and shareholders holding 10 percent or more of the
shares
No. of
shares
Transaction
price
None None None None None None None

Note 1: Names of directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares are listed. Note 2: Acquisition or disposal.

Information on equity pledges

Name
(Note 1)
Changes in
pledge
Reasons(Note 2)

Date of
change
Transaction
counterparty




Relationship between the
counterparty and the company,
directors, supervisors, managerial
officers and shareholders holding 10
percent or more ofthe shares
No. of
shares
Shareh
olding
Ratio
Pledge
Ratio
Pledge
(redemption)
amount
None None None None None None None None None

Note 1: Names of directors, supervisors, managerial officers and shareholders holding 10 percent or more of the shares are listed.

Note 2: Pledge or redemption.

VIII. Relationship information, if among the Company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another

Name (Note 1) Shareholding Shareholding Shareholding by spouse or
dependents
Shareholding by spouse or
dependents
Total shareholding in
the name of others
Total shareholding in
the name of others
Disclosure of names and relationships
between the top ten shareholders including
spouses, second degree of kinship of
another.(Note 3)
Disclosure of names and relationships
between the top ten shareholders including
spouses, second degree of kinship of
another.(Note 3)
Remarks
No. of shares Shareholding
Ratio
(Note 2)
No. of shares Shareholding
Ratio
(Note 2)
No. of
shares
Shareholding
Ratio
(Note 2)
Name Relationship
Shuo-Tang Yeh 20,046,540 7.13% 4,777,439 1.70% 0 0 Chien Shing
Construction Co.,
Ltd.
Chien Shing
Investment Co., Ltd.
Chen-Pin Yeh
Same chairman
Same chairman
Spouse
Tsu-Rong Dai 15,117,000 5.38% 0 0 0 0 None None
Asahi Enterprises Corp.
Representative: Chung-Hsien
Chen
10,581,000 3.76% 0 0 0 0 Mi-Chuan Chen Vice Chairman of
the Company
  • 51 -
Chien Shing Investment Co., Ltd.
Representative: Shuo-Tang Yeh
9,529,000 3.39% 0 0 0 0 Chien Shing
Construction Co.,
Ltd.
Shuo-Tang Yeh
Same chairman
The Company’s
chairman
Chien Shing Construction Co.,
Ltd.
Representative: Shuo-Tang Yeh
9,241,347 3.29% 0 0 0 0 Chien Shing
Investment Co., Ltd.
Shuo-Tang Yeh
Same chairman
The Company’s
chairman
Bao Li Do Investment Co., Ltd.
Representative: Mi-Chuan Chen
7,500,000 2.67% 0 0 0 0 Asahi Enterprises
Corp.
The Chairman and
Vice Chairman are
the same person
Representative of Chia Chi Sdry
Enterprise Co., Ltd.: Nien-Chen
Hsueh
6,666,000 2.37% 0 0 0 0 None None
Chun-Lang Huang 6,096,000 2.17% 0 0 0 0 None None
Ya-Ping Yang 5,056,000 1.80% 0 0 0 0 None None
Chen-Pin Yeh 4,777,439 1.70% 20,046,540 7.13% 0 0 Shuo-Tang Yeh Spouse

Note 1: List the top 10 shareholders. If they are corporate shareholders, list both the titles of the corporate shareholders and their representatives separately.

  • Note 2: The calculation of the percentage of shareholding refers to the calculation of the percentage of shareholding in the name of themselves, spouse, minor children or others separately.

  • Note 3: The aforementioned shareholders for disclosure shall include corporate shareholders and natural persons, with the relations between the shareholders as required by the Criteria for the Compilation of Financial Statements by Securities Issuers.

IX. The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company

  • 52 -

Four. Information on capital raising activities:

I. Capital and shares

(I) Source of capital stock:

  1. Formation of capital stock:
Year/
month
Issue
price
Authorized share capital Authorized share capital Paid-in capital Paid-in capital Remarks Remarks Remarks
No. of shares Amount No. of shares Amount Source of capital
stock
Paid in
properties other
than cash
Others
1972.05 1,000 - - 3,000 3,000,000 Established by cash
3,000,000
None -
1981.12 1,000 - - 10,000 10,000,000 Capital increase by cash
7,000,000
None -
1984.12 1,000 - - 30,000 30,000,000 Capital increase by cash
20,000,000
None -
1987.11 1,000 - - 120,000 120,000,000 Capital increase by cash
90,000,000
None -
1988.08 10 - - 19,800,000 198,000,000 Capital increase by cash
78,000,000
None -
1989.04 10 110,000,000 1,100,000,000 44,000,000 440,000,000 Capital increase by cash
242,000,000
None Order Letter
Tai-Cai-Zheng(78)(1) 00453
1990.03 10 110,000,000 1,100,000,000 110,000,000 1,100,000,000 Capital increase by cash
660,000,000
None Order Letter
Tai-Cai-Zheng(78)(1) 29798
1992.03 10 220,000,000 2,200,000,000 165,000,000 1,650,000,000 Capital increase by cash
550,000,000
None Order Letter
Tai-Cai-Zheng(80)(1) 03322
1996.01 10 220,000,000 2,200,000,000 220,000,000 2,200,000,000 Surplus transferred to
capital increase
165,000,000
Capital increase by cash
385,000,000
None Order Letter
Tai-Cai-Zheng(84)(1) 61115
dated December 2, 1995
1996.09 10 300,000,000 3,000,000,000 242,000,000 2,420,000,000 Surplus transferred to
capital increase
220,000,000
None Order Letter
Tai-Cai-Zheng(85)(1) 52109
dated August 23,1996
1997.06 10 300,000,000 3,000,000,000 266,200,000 2,662,000,000 Surplus transferred to
capital increase
242,000,000
None Order Letter
Tai-Cai-Zheng(86)(1) 40863
dated May21,1997
1998.06 10 300,000,000 3,000,000,000 292,820,000 2,928,200,000 Surplus transferred to
capital increase
133,100,000
Capital reserve
transferred to capital
increase
133,100,000
None Order Letter
Tai-Cai-Zheng(87)(1) 42752
dated May 15, 1998
1999.08 10 307,461,000 3,074,610,000 307,461,000 3,074,610,000 Capital reserve
transferred to capital
increase
146,410,000
None Order Letter
Tai-Cai-Zheng(88)(1) 56190
dated June 17, 1999
2000.08 10 322,834,050 3,228,340,500 322,834,050 3,228,340,500 Surplus transferred to
capital increase
92,239,000
Capital reserve
transferred to capital
None Order Letter
Tai-Cai-Zheng(89)(1) 58939
dated July 7, 2000
2004.06 10 378,800,000 3,788,000,000 322,834,050 3,228,340,500 ~~increase~~
-
- Order Letter
Jing-Shou-Shang-Zi
09301110010 dated June 30,
2004
2018.01 10 378,800,000 3,788,000,000 281,167,262 2,811,672,620 Consolidation of capital
reduction and
cancellation of treasury
stock
None Order Letter
Jing-Shou-Shang-Zi
10601170400 dated January
4,2018
2022.06 10 500,000,000 5,000,000,000 281,167,262 2,811,672,620 - - Order Letter
Jing-Shou-Shang-Zi
11101114880 dated June 28,
2022
  • 53 -

2. Type of shares:

2024.04.16 Unit: Shares

2. Type of shares:
2024.04.16

2024.04.16

2024.04.16
Unit: Shares
Type of shares Authorized share capital Remarks
Outstandingshares Unissued shares Total
Ordinaryshares 281,167,262 218,832,738 500,000,000 Listed stock
  1. Approval granted to offer and issue securities by shelf registration: None.

(II) Shareholder Structure

2024.04.16

2024.04.16
Shareholder
Structure
Quantity


Government
agency
Financial
institution
Other legal entities Individual Foreign
institutions and
foreigners
Total
Number of people - 2 152 36,879 34 37,067
Number of shares
held
- 14,000 46,325,265 229,139,929 5,688,068 281,167,262
Shareholding ratio - 0 16.48% 81.50% 2.02% 100%

(III) Diffusion of ownership:

Face value of NT$10 per share

2024.04.16


2024.04.16
Shareholding range Number of
shareholders
Number of shares held Shareholding ratio (%)
1-999 22,574 802,339 0.29
1000-10000 12,168 42,724,269 15.20
10001-20000 1,126 18,467,292 6.57
20001-30000 385 10,399,290 3.70
30001-40000 166 6,182,515 2.20
40001-50000 168 8,141,020 2.90
50001-100000 258 19,389,746 6.90
100001-200000 114 16,748,285 5.96
200001-400000 51 14,512,871 5.16
400001-600000 22 10,699,306 3.81
600001-800000 6 4,167,000 1.48
800001-1000000 6 5,593,000 1.99
More than 1,000,001 23 123,340,329 43.87
Total 37,067 281,167,262 100.00

Note: No preferred shares issued

  • 54 -

(IV) List of major shareholder

Unit: Shares

(IV) List of major shareholder Unit: Shares
Shares
Name of major shareholder

Number of shares held
Shareholding percentage (%)
Shuo-Tang Yeh 20,046,540 7.13%
Tsu-Rong Dai 15,117,000 5.38%
Asahi Enterprises Corp.
Representative: Chung-Hsien Chen
10,581,000 3.76%
Chien Shing Investment Co., Ltd.
Representative: Shuo-Tang Yeh
9,529,000 3.39%
Chien Shing Construction Co., Ltd.
Representative: Shuo-Tang Yeh
9,241,347 3.29%
Bao Li Do Investment Co., Ltd.
Representative: Mi-Chuan Chen
7,500,000 2.67%
CHIA CHI SDRY ENTERPRISE CO.,
LTD.
Representative: Nien-Chen Hsueh

6,666,000
2.37%
Chun-Lang Huang 6,096,000 2.17%
Ya-Ping Yang 5,056,000 1.80%
Chen-Pin Yeh 4,777,439 1.70%

Note: As there are less than 10 shareholders holding more than 5% of the shares, the list of top 10 shareholders is disclosed.

(V) Provide share prices for the past 2 fiscal years, together with the company's net worth per share, earnings per share, dividends per share, and related information:

Item Year Year
2022
2023 As of March 31, 2024
(Note 8)
Market price per
share
(Note 1)
Highest 6.3 8.39 13.95
Lowest 3.71 4.9 7.02
Average 5.29 6.16 9.55
Net worth per
share
(Note 2)
Before distribution 5.22 6.06 Note 9
After distribution Undistributed Undistributed Unresolved
Earnings per
Share
Weighted-average shares 281,167,262 281,167,262 281,167,262
Earnings per share (Note 3) 2.78 0.81 Note 9
Dividend per
share
Cash dividends - - Unresolved
Share
dividend
Dividend
distribution from
earnings
- - Unresolved
Dividend
distribution from
capital reserve
- - Unresolved
Accumulated unpaid dividends
(Note4)

-
- Unresolved
Investments
Return analysis
P/E
ratio
(price-to-earnings
ratio) (Note 5)

1.9
7.60 Unresolved
Price/Dividend ratio (Note 6) - - Unresolved
Cash dividend yield (Note 7) - - Unresolved

Note 1: The highest and lowest market prices of common stocks for each year are listed, and are calculated on the basis of the annual transaction value and volume.

Note 2: Please fill in the number of shares issued at the end of the year and the distribution according to the resolution of the board of directors or general meeting of shareholders of next year.

Note 3: If there is a retroactive adjustment from distribution of bonus shares, the pre-adjustment and adjusted surplus per share shall be

  • 55 -

listed.

  • Note 4: Dividends that have not been issued in the current year are accrued to the issuer of the annual surplus; the accumulated undistributed dividends of the current year should be disclosed separately.

  • Note 5: Price/Earnings Ratio = Average Closing Price for the Year / Earnings per Share

  • Note 6: Price/Dividend Ratio = Average Closing Price for the Year / Cash Dividends per Share

  • Note 7: Cash Dividend Yield = Cash Dividends per Share / Average Closing Price for the Year

  • Note 8: The share price and related information are shown up until March 31, 2024.

  • Note 9: Up to the date of publication of the annual report, it has not been reviewed by the CPAs.

  • (VI) The company's dividend policy and implementation thereof:

  • The company’s dividend policy:

  • Annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any surpluses remaining will be added to unappropriated earnings accumulated from previous years, for which the board of directors will propose an earnings appropriation plan and seek resolution in a shareholder meeting before distribution.

  • The Company shall devise earnings appropriation plans for the amount of distributable earnings calculated above after taking into consideration prospects of the economic environment, future capital requirements, long-term financial plans, and shareholders' needs for cash inflow, and present the proposal for resolution at shareholder meeting. At least 10% of total shareholders' dividends shall be paid in cash, but the Company may choose to pay dividends in shares instead if cash dividends amount to less than NT$0.5 per share.

  • Dividend distribution proposed on the most recent shareholders’ meeting: The shareholders’ meeting proposed not to distribute dividends.

  • (VII) Effect upon business performance and earnings per share of any distribution of bonus shares proposed or adopted at the most recent shareholders' meeting:

Not applicable as the shareholders’ meeting did not resolve any distribution of bonus shares.

  • (VIII) Remuneration to employees and directors and supervisors:

  • Information Relating to Remuneration of Employees, Directors and Supervisors in the Company's Articles of Incorporation: Annual profits concluded by the Company are subject to employee remuneration of 2%-3%, which the board of directors may decide to distribute in cash or in shares. Employees of subsidiaries who meet certain criteria are also entitled to receive this remuneration. Up to 1% of the aforementioned profit may be distributed as directors' remuneration at the discretion of the board of directors. Employee and director remuneration proposals are to be raised for resolution during shareholder meetings.

  • Profits must first be reserved to offset against cumulative losses, if any, before the remainder can be distributed as employee/director remuneration in the above percentages. The annual profit mentioned in Paragraph 1 shall refer to pre-tax profit before employees’ and directors’ remuneration in the current year.

  • The basis for estimating the amount of employee, director, and supervisor remuneration, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: No distribution of remuneration to employees, directors, or supervisors.

  • Information on the proposed distribution of remuneration passed by the Board of Directors:

  • (1) Remuneration to employees, directors and supervisors is distributed in cash or shares. If there is a difference between the estimates in the year in which the expense is recognized, the amount, the reason and the treatment for the difference shall be disclosed: No distribution of remuneration to employees, directors, or supervisors.

  • (2) The amount of any employee remuneration distributed in stock, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee remuneration: No distribution of remuneration to employees, directors, or supervisors.

  • The actual distribution of employee, director, and supervisor profit-sharing compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor profit-sharing compensation, additionally the discrepancy, cause, and how it is treated: No distribution.

  • (IX) Status of the Company repurchasing its own shares: None.

  • II. The Company's handling of corporate bonds: None.

  • III. The Company's preferred stocks: None.

  • IV. Global Depository Receipts: None.

  • V. The status of issue and private placement of employee stock warrants: None.

  • VI. The status of new restricted employee shares: None.

  • VII. Basic Information on acquiree and transferee Companies: None.

  • VIII. Matters to be recorded regarding the capital allocation plan

Up to the date of publication of the annual report, the Company did not have a capital allocation plan that was not completed, or planned to be completed but the benefits had not yet been shown.

  • 56 -

Five. Operational Overview

I. Business activities

(I) Business activities:

Business activities: Business activities:
1.Principal business activities:
(1) CA01010 Iron and Steel Smelt
(2) CA01020 Iron and Steel Rolling and Extruding
(3) CA01050 Steel Secondary Processing
(4) CA02990 Other Metal Products Manufacturing
(5) CB01010 Mechanical Equipment Manufacturing
(6) CC01080 Electronics Components Manufacturing
(7) CO01010 Tableware Manufacturing
(8) F113010 Wholesale of Machinery
(9) F199990 Other Wholesale Trade
(10) F401010 International Trade
(11) H701010 Housing and Building Development and Rental
(12) H701030 Funeral Places Lease Construction and Development
(13) H701040 Specific Area Development
(14) B201010 Mining of Metal Ores
(15) F115020 Wholesale of Ores
(16) CA01090 Aluminum Casting
(17) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
(18) CC01090 Manufacture of Batteries and Accumulators
(19) CD01030 Motor Vehicles and Parts Manufacturing
(20) CD01040 Motorcycles and Parts Manufacturing
(21) CD01050 Bicycles and Parts Manufacturing
(22) CD01990 Other Transport Equipment and Parts Manufacturing
(23) CQ01010 Mold and Die Manufacturing
(24) E603050 Automatic Control Equipment Engineering
(25) E603100 Electric Welding Engineering
(26) E604010 Machinery Installation
(27) E605010 Computer Equipment Installation
(28) JA02020 Motorcycle Repair
(29) JA02030 Bicycle Repair
(30) C901040 Manufacture of Ready-mix Concrete
(31) C901050 Cement and Concrete Products Manufacturing
(32) C901990 Other Non-Metallic Mineral Products Manufacturing
(33) J101080 Resource Recycling
(34) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special
approval.
  1. Main products and weight:


approval.
Main products and weight:
Product/year
2023
2022
300 series
100.00%
100.00%
Others
0%
0%
Total
100.00%
100.00%

(II) Industry overview

1. Current and future industry prospects:

Steel is the foundation of a nation's industries; the material is critical for industrial development, and serves as a main driver for downstream industries, structural improvements, and growth of the overall economy. Specialized steel is especially useful for the development of high value-adding and technology-intensive industries in advanced nations; it is used extensively and has profound effect in industries such as machinery, electromechanical parts, auto industry, and electrical hand tools, making it an essential material for industry upgrade. The more advanced a nation's industries are, the higher volume of specialized steel is used. Taiwan's demand for stainless steel will increase given the ongoing upgrade of its industries, and there is still tremendous room for growth compared to other industrialized nations; meanwhile, demand for stainless steel among consumers is also rising due to improved living standards.

In today's society, stainless steel has been widely used in various fields of life. With the continuous improvement of people's living standards, more than 80% of the use of stainless steel materials is for people's livelihood. It can be seen of the importance of the stainless steel industry in our daily lives, which is closely related.

  • 57 -

The main distinction between stainless steel and ordinary carbon steel is that the former has chromium and nickel added to it, making it resistant against rust and acid/alkaline corrosion when exposed to air. Stainless steel materials can be broadly classified between 300 series and 400 series, whereas product characteristics and uses are mainly distinguished between sheet and tube. Sheet materials emphasize more on surface treatment, and are used in applications that require flawless, steel-based exterior such as building decoration, chemical container, and household appliance; tube materials, on the other hand, demand less on surface treatment and emphasize more on material quality and chemical composition as they directly affect weld quality.

Tang Eng Iron Works was the nation's first company to produce stainless steel in July 1983. In the 1990s, Taiwan's self-sufficiency rate for cold-rolled stainless steel products was only 60%. Due to the rapid growth of demand, more manufacturers subsequently joined the production. The stainless steel plant of Yieh United Steel for steelmaking, hot rolling and cold rolling operations was completed and started operations in 1995. The industry in Taiwan has entered the stage of rapid growth. Currently, the companies engaged in producing stainless steel cold-rolled steel are Tang Eng Iron Works, Yieh United Steel, and Chien Shing. The self-sufficiency rate has exceeded 100%.

  1. Association between upstream, midstream, and downstream industry participants:

The Company operates in the midstream and upstream. It processes hot-rolled stainless steel coils through main production lines to produce 300 series cold-rolled stainless steel coils. China Steel, Yieh United, Tang Eng, and Walsin Lihwa are currently the main suppliers of hot-rolled stainless steel in Taiwan. High versatility makes stainless steel an essential material for light and heavy industries from metal hardware, construction, chemical engineering, food, mechanical engineering, to home appliance.

Association of Taiwan's stainless steel industry is depicted in the following figure:

Construction materials, chemical tanks, paper factories, automobile Stainless steel Semi-finished parts, industrial Stainless Steel rolling and coils and wire sheets, tubes, machinery, home steel-making thermal treatment rods and bars appliances, medical instruments etc.

  1. Product trends:

Stainless steel is used in all aspects of architecture and construction. For better corrosion resistance, most

architectural design and structural engineering companies prefer to use stainless steel with higher molybdenum alloy content in the more corrosive position. Stainless steel is the fastest growing segment of the construction industry; population growth and urbanization are increasing the demand for residential, commercial and hospital construction around the world. With the advancement of urbanization, more buildings and infrastructure need to be built.

Sophistication and application of stainless steel technology have evolved consistently over time, and the material is being used extensively for construction, transportation, kitchenware, appliances, and industrial machinery all over the world. Recent movements toward energy-saving, environment-friendly, and long-lasting materials also increase demand for stainless steel, and there is substantial gain to be generated from the growth of the stainless steel industry in the future.

  1. Competition:

Currently, main producers of cold-rolled stainless steel coils in Taiwan include: Tang Eng, Yieh United, Chien Shing, Tung Mung, and Walsin, with Yieh United being able to produce more than one million tonsa year. In terms of foreign competition, Tsinghan Holding has constructed plant facilities right at Indonesia's nickel mine zone, and proximity to raw materials provides it with great pricing advantage when competing with the rest of the world. Faced with such an intense competition, the Company will be diversifying raw material purchases to reduce production cost, while at the same time making improvements to production procedures and quality to improve competitiveness. The Company also has plans to explore new customer sources, build customer relations, and work with customers on expanding distribution channels for improved sales.

  • (III) Technological research and development:

  • R&D expenses made in the current year up until the publication date of annual report: None.

  • Future R&D plans:

The Company has an internal R&D team that is constantly researching for feasible solutions and proprietary technologies to improve quality consistency, reduce defect rate, promote real-time production quality feedback and online monitoring, streamline production and maintenance processes, and increase level of automation. The team has made many accomplishments over the years and proven itself competent at improving existing production procedures.

  • 58 -

(IV) Long and short-term business plans:

Business development Short-termplan Medium and long-termplans
Product aspect Make ongoing improvements to product
quality and production efficiency; reduce
costs and enhance competitiveness.
Keep track of demand changes in the
market at all times, and
develop new customer sources to
facilitate market demand.
Customer, market, and
sales aspects
1. Customer-oriented.Develop adequate
understanding of customers' needs, build
productive interaction with customers,
gain control over distribution network,
and explore business opportunities.
2. Secure market share in domestic sales
and continuegrowingexport sales.
1. Strive to expand the market share of
export market.
2. Aim to decrease production cost, and
thereby raising competitiveness and
sharing profits with midstream and
downstream customers.

II. Market, production and sales overview

(I) Market analysis:

1. Locations where products are mainly sold:

The Company mainly purchases hot-rolled stainless steel coils and have them processed through main production lines to produce 300 series cold-rolled stainless steel coils. Products are then sold to the downstream for cutting or tubing. The Company currently sells 100% of products domestically and exports 0%.

Locations where products are mainly sold in the last two years

Unit: NT$thousand Unit: NT$thousand
Year
Location
2023 2022
Amount % Amount %
Domestic sales 738,691 100.00 1,231,007 100.00
Export sales 0 0 0 0
Total 738,691 100.00 1,231,007 100.00

2. Market share:

Currently, main suppliers of cold-rolled stainless steel in Taiwan include: Tang Eng, Chien Shing, Tung Mung, Yieh United, and Walsin. Based on monthly volumes supplied by major stainless steel manufacturers in Taiwan, the Company is estimated to have a 4% market share selling an average of 3,000-4,000 tonnes per month.

3. Future market supply, demand and growth:

Stainless steel is used extensively in construction, transportation, kitchens, electrical appliances, and industrial machinery. The emphasis is particularly on long material life, energy saving, environmental protection, and informatization. Therefore, it is expected that stainless steel products will move towards environmental protection, long-term use, and informatization in the future. In addition, electric vehicles will be more practical, so it is expected that more stainless steel will be used in automobile batteries. Other products that require high-precision and high-performance materials are such as mobile phones and other equipment that require the use of materials with high strength, flexibility, and non-magnetic properties. Stainless steel can meet these requirements. For the equipment used in the manufacturing of semiconductors and integrated circuits, stainless steel which has the characteristics of cleanliness and durability can meet their requirements, and the demand in the future is expected to be further expanded. Judging by the consistent growth of demand for cold-rolled stainless steel sheets, the stainless steel industry is still presented with great potentials, both in terms of domestic and export sales.

4. Competitive advantage:

The Company has placed great emphasis on raising technological competence and productivity, developing R&D capacity, and training local technological talents since it first constructed plant facilities. It is the only company in Taiwan capable of constructing an upgraded cold rolling mill all on its own without acquiring technology from a foreign counterpart, which greatly reduces operational and production costs. Furthermore, the Company has made pro-active efforts to expand production capacity, adding an annealing acid wash line in year 2000 followed by a 20-hi cold rolling mill in 2001 that increased annual production capacity from 75,000 tones to 120,000 tonnes. These expansions allowed the Company to achieve economy of scale, expand market share, increase utilization rate of existing facilities, support activation of other production lines, and ultimately reduce unit production cost.

  1. Future opportunities, threats, and response strategies:

  2. (1) Opportunities:

  3. 59 -

a. Automated production, refined employee base, and strong productivity.

b. Advanced production technology, top product quality, and track record of customer satisfaction.

  • (2) Threats:

Oversupply and intensifying competition of stainless steel.

  • (3) Response strategies:

    • a. Explore export markets outside China to diversify sales, and reduce impact of capacity expansion on the Company.

    • b. Promote systematic management, digitalization, and modernization for enhanced management efficiency.

    • c. Escalate research and development efforts for reduced production cost, enhanced production efficiency, and improved production process, quality, technological standards, and corporate competitiveness.

  • (II) Main product applications and production processes:

1. Main product applications: 304 series

Building facade, beer keg, grain processing equipment, cryo tube, acid-making equipment, nuclear reactor dome, sprinkler, awning, liquid nitrogen/fluorine/nitrogen container, carbonated drink mixer, distilling tube etc. 2. Production process of main products:

==> picture [398 x 74] intentionally omitted <==

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

Hot-rolled Coil steel Annealing 20-hi cold Annealing Finished Customers
Raw materials Finishing mill
----- End of picture text -----

  • (III) Supply of main materials:

Hot-rolled stainless steel coils are the main raw materials used by the Company. These materials were sourced from foreign suppliers in China in 2023. The Company has developed productive and stable relationship with raw material suppliers; overall, the Company foresees no shortage of raw material in the future.

  • (IV) A list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each

  • List of major procurement customers:

Information on major suppliers in the most recent 2 fiscal years

Unit: NT$ Thousand

2023 2023 2023 2023 2022 2022 2022 2022 As of the previous quarter of 2024 As of the previous quarter of 2024 As of the previous quarter of 2024 As of the previous quarter of 2024
Item Ratio to net
Ratio to net
Relation Ratio to net
Relation procurement in
Relation

Name
Amount annual

to the

Name
Amount annual

to the

Name
Amount current year to

to the
purchase issuer purchase issuer the end of the issuer
(%) (%) previous quarter
(%)
1 d 739,642
69.92
None b 654,690
61.18
None e 289,505
100
None
2 e 318,138
30.08
None c 415,467
38.82
None
3
4
Net
procurement
1,057,780
100.00
Net
procurement
1,070,157
100.00
Net
procurement
289,505
100.00
Reason for the change: Mainly due to the Company's operational needs.
  • 60 -

2. List of major sales customers:

Major sales customers in the most recent 2 fiscal years

Unit: NT$ Thousand

2023 2022 As of the previous quarter of 2024
Item
Name
Amount Ratio to net
annual sales
(%)
Relation
to the
issuer
Name Amount Ratio to net
annual sales
(%)
Relation
to the
issuer
Name Amount Ratio to net sales
in current year to
the end of the
previous quarter
(%)
Relation
to the
issuer
1 A 279,189
37.80
None A 371,840
30.21

None
A 120,068
40.72

None
2 B 228,248
30.90
None B 275,987
22.42

None
B 73,937
25.07

None
Others 231,254
31.30
None C 202,499
16.45

None
C 50,353
17.07

None
None E 136,874
11.12

None
Others 50,539
17.14

None
None Others 243,807
19.80

None
None
None None
Net sales 738,691
100.00
Net sales 1,231,007
100.00
Net sales 294,897
100.00

Reason for the change: Mainly due to a decrease in customer demand.

(V) Production value table for the most recent 2 fiscal years:

Unit: NT$ Thousand

Year
Production
Value
Majorproduct

2023

2023

2023
2022 2022 2022
Production
capacity
Production
volume
Production value
Production
capacity
Production
volume
Production value
300 Series (ton) 120,000 10,429 752,831
120,000

13,344
1,231,476
Total 120,000 10,429 752,831
120,000

13,344
1,231,476

(VI) Sales volume for the most recent 2 fiscal years:

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Year
Volume/
Value
Major
product

2023
2022
Domestic sales Export sales Domestic sales Export sales
Volume Value Volume Value Volume Value Volume Value
300 Series (ton) 10,851
726,148
0 0 14,426 1,202,062
0
0
Other 12,543 28,945
Total 10,851
738,691

0
0 14,426
1,231,007

0
0
  • 61 -

III. Information on employees during the most recent 2 fiscal years or during the current fiscal year up to the date of publication of the annual report

Information on employees during the most recent 2 fiscal years or during the current fiscal year up to the date of
ication of the annual report
Information on employees during the most recent 2 fiscal years or during the current fiscal year up to the date of
ication of the annual report
Information on employees during the most recent 2 fiscal years or during the current fiscal year up to the date of
ication of the annual report
Information on employees during the most recent 2 fiscal years or during the current fiscal year up to the date of
ication of the annual report
Information on employees during the most recent 2 fiscal years or during the current fiscal year up to the date of
ication of the annual report
March 31, 2024
Year 2023 2022 As of March 31
Number of employees Directpersonnel 33 21 33
Indirectpersonnel 12 11 12
Managementpersonnel 24 22 24
Total 69 54 69
Average age 46.66 47.18 46.66
Averagey ears of service 9.86 12.47 9.86
Education level
distribution ratio (%)
Doctor - - -
Master 1.45% 1.89% 1.45%
College 55.07% 54.72% 55.07%
Senior high school 34.78% 39.62% 34.78%
Below senior high school 8.70% 3.77% 8.70%

IV. Contribution to environmental protection

  • (I) Losses (compensations) and fines incurred due to pollution of environment in the last year up until the publication date of annual report:
2023 As of March 31, 2024
Pollution (category and severity) 1. Violation of Waste Disposal
Act
None

Claimant or penalty issuer Tainan City Government
Environmental Protection Bureau
None
Amount of compensation or
penalty
1. $6,000 None
Other losses None None
  • (II) Future response strategies (including improvement measures) and possible expenses (including possible losses due to absence of response strategy, estimated amount of penalties and compensations etc.): 1. Proposed improvement plans:

  • (1) Air pollution:

    • a. Prohibition against waste combustion within plant, and promotion of waste sorting.

    • b. Regular replacement of production scrubber and accurate recording of replacement time, making sure that PH value and statutory requirements are met.

    • c. Replacement and accurate recording of replacement date for bag-type dust filter A103 and differential pressure gauge.

  • (2) Waste:

    • a. Change of Waste Disposal Plan depending on the state of waste produced in plant.

    • b. Monthly reporting of waste produced, stored, cleared, and treated in plant.

    • c. Storage of waste in accordance with rules, and thereby preventing pollution to the environment.

  • (3) Water pollution:

    • a. Accurate recording of sludge produced, stored, and cleared.

    • b. Change of water pollution prevention permit depending on the state of in-plant water treatment facilities.

    • c. Quarterly inspection and reporting, and prevention of reporting errors.

    • d. Installation of nitrous nitrate and ammonia nitrogen improvement works.

  • Possible expenses: NTD 1 million

  • Possible losses due to absence of response strategy, and estimated amount of penalties and compensations: None

  • 62 -

V. Labor-management relations

  • (I) Availability and execution of employee welfare, education, training, and retirement policies; elaborate on the agreements between employers and employees, and protection of employees' rights:

  • All employees of the Company are covered by Labor Insurance, National Health Insurance, and group insurance. Benefits on childbirth, injury, healthcare, retirement, and death are paid according to Labor Insurance Act, National Health Insurance Act, and Labor Standards Act.

  • The Company has an Employee Welfare Committee in place to oversee matters concerning employee welfare. In addition to organizing unscheduled activities, the Company also offers regular benefits such as: domestic trip, festive cash/gift, birthday cash, and wedding/funeral/celebration/condolence cash.

  • The Company organizes internal training courses on a department-by-department basis and assigns employees to undergo external training from time to time to help employees develop professional character and competitive advantage.

  • Implementation of the retirement system:

  • The Company has established employee retirement policy as part of its work rules. All permanent employees are entitled to pension benefits upon retirement that are calculated based on years of service and 6-month average salary at the time of retirement. The Company makes contributions totaling 2% of employees' monthly salary into a pension fund account maintained with Bank of Taiwan according to "Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds." Starting from July 1, 2005, a defined contribution plan was introduced under the "Labor Pension Act" and applied to all local employees. For the new scheme, the Company contributes an amount no less than 6% of employees' monthly salary to their individual accounts held with the Bureau of Labor Insurance.

  • Enforcement of labor agreements and employee rights:

  • The Company has always valued employees' benefits, and strives to provide a satisfying work environment and engage employees in two-way communication to promote harmonic employment relations.

  • Employee behavior or ethics guidelines:

  • The Company has implemented the following rules to provide employees with a better understanding about work duties and ethics:

  • (1) Organization and responsibilities: Outline the function and responsibilities of each department.

  • (2) Work rules: Outline work hours, attendance requirements, reward and disciplinary actions, Leave of Absence Policy, and Employee Performance Evaluation Policy.

  • (3) Employee Work Ethics Guidelines.

  • (II) Losses as a result of employment dispute in the last year up until the publication date of annual report: None

  • (III) Existing and possible losses arising as a result of employment dispute, and response measures:

  • The Company currently does not have a union, but it values employees' welfare, provides them with a satisfying work environment, and engages them in two-way communication to maintain harmonic relations. The Company also has work rules implemented according to regulations to introduce reasonable standards on salary, work hours, leave of absence, and retirement. Due to proper training and robust measures on safety and health, the Company encountered no major employment dispute to date, and considers it extremely unlikely to incur losses on employment dispute in the future.

  • (IV) Work environment and protection of employees’ safety:

Chien Shing makes annual safety and health plans and duly enforces them to continually improve workplace health and safety. Chien Shing has assembled a Worker Safety and Health Committee to improve on work safety issues. The committee convenes meetings once per quarter or on an ad-hoc basis. Work safety issues are discussed during management meetings held every Monday, and the Company has a work safety unit that publishes newsletters regularly or on an ad-hoc basis to convey work safety message.

  1. Key safety and health management tasks

  2. (1) Labeling and communication of dangerous and harmful materials

  3. a. Certain chemical equipment (tanks) are inspected once every two years and duly recorded in logs.

  4. b. The Company is involved in chemical operations; operators in each shift are certified to handle special chemical substances, and are re-trained once every 3 years according to policy.

  5. c. Substance safety data sheets are placed at locations that accessible to operators, and updated regularly or on an ad-hoc basis.

  6. d. Each unit conducts its own checks on chemical pipe flow and valve switch labeling.

  7. e. Protective gears are assigned to the units in need and placed under the custody of individual users.

  8. f. A 3-hour hazard training is held in December each year; below is the course program:

  9. (a) Code of conduct for handling special chemical substances. (b) Operating procedures for handling special chemical substances. (c) Special chemical training.

  10. g. Leakage alarms are placed near workplaces that involve chemicals.

  11. 63 -

  12. h. First-aid kits are placed near workplaces that involve chemicals.

  13. I. Emergency sprinklers are inspected on a monthly basis.

  14. j. Rules on tank car unloading, tank labeling, tank car parking zone, and tyre stoppers have been implemented.

  15. k. A hazardous substances list has been created.

  16. (2) The Company takes samples and conducts tests on the following hazardous workplaces once every six months: a. Workplaces that involve special chemicals. b. Workplaces of strong dust. c. Workplaces of high noise. d. Workplaces of high heat.

  17. (3) Subcontractor management:

  18. a. The Company has implemented Subcontractor Safety and Health Work Rules. b. Hazard advices and safety advices are produced.

  19. (4) The Company has implemented Employee Safety and Health Code of Conduct.

  20. (5) Safety and health training.

  21. a. New recruits are subjected to worker safety and health training.

  22. b. Existing employees are subjected to the following on-job training:

  23. (a) On-job training on boilers. (b) On-job training for special chemical substances managers.

  24. (c) On-job training on cranes. (d) On-job training for first-aid personnel, re-trained once every 3 years。

  25. (e) On-job training for hypoxia operations supervisor, re-trained once every 3 years.

  26. (f) On-job training for forklift operator, re-trained once every 3 years.

  27. (g) On-job training for safety and health officer, re-trained once every 3 years.

  28. (h) On-job training for Class A safety and health officer, re-trained once every 3 years.

  29. (6) Management of personal protection gear.

  30. a. A registry of protective gears has been created. b. Notes on use of protective gear have been established.

  31. (7) Health checkup, health management, and health promotion activities are carried out in August each year.

  32. (8) Emergency response measures are implemented in June and December each year.

Training of the internal fire safety team is held at the end of June and December each year.

  • (9) Data on occupational hazards, close calls, and events that affect physical or mental health is analyzed.

  • a. Accidental injury report forms are filed for every injury occurred. b. Occupational hazard statistics is analyzed on a yearly basis.

  • (10) Other safety and health measures.

  • a. Notes on coil steel and retaining walls have been established. b. Notes on forklift operations have been established as part of the safety and health code of conduct.

  • c. Notes on crane operations have been established as part of the safety and health code of conduct. d. Notes on earthquake have been established.

  • e. Notes on prevention of pneumoconiosis have been established. f. Prevention of noise hazard has been established as part of the safety and health code of conduct.

  • g. Test reports on high pressure equipment is prepared on a yearly basis.

  • Worker and mechanical equipment audit

  • (1) Mechanical equipment management.

  • a. Dangerous machinery: All cranes are certified and inspected on a monthly basis, whereas operators are certified and re-trained once every 3 years.

  • b. Dangerous equipment: All boilers are certified and inspected on a monthly basis, whereas operators are certified and re-trained once every 3 years.

  • (2) Regular inspection, special inspection, operational inspection, and on-site inspection:

  • a. Monthly inspections:

  • (a) Crane inspection sheet. (b) Cable inspection sheet. (c) Boiler inspection sheet.

  • (d) Generator inspection sheet.

  • (e) Gas pipe inspection sheet. (f) Air compressor inspection sheet.

  • b. Daily inspections: (a) Special chemical pre-operation inspection sheet. (b) Forklift inspection sheet. (c) Crane inspection sheet.

  • c. The work safety unit inspects for defect on a regular and ad-hoc basis, and raises defect on-site or during manager meetings.

  • d. The work safety unit communicates with employees on work safety issues on a regular or ad-hoc basis through the use of work safety newsletters.

  • The Company adopts Management by Walking Around as a way to manage safety and health, and to raise employees' work safety awareness for the prevention of future accidents.

  • 64 -

VI. Major contracts

Nature of contract Nature of contract Parties involved Contract start/end date Main details Restrictive
clauses
1. Supply contract Shin Nan
Natural Gas
2019.05.17-2029.05.17 Supply of natural gas as industrial fuel None
2. Environmental
protection
contract
Chin Haur 2023.08.01-2028.07.31 Clearance of plant waste (D-1801;D-0899;
D-0299)
None
3. Environmental
protection
contract
Xu Ri
Environmental
Protection
Technology Co.,
Ltd.
2022.11.23-2023.12.31 Clearance of plant waste (D-0902) None
4. Environmental
protection
contract
Chan Sing
Ready Mixed
Concrete Co.,
Ltd.
2022.11.23-2023.12.31 Treatment of plant waste (D-0902) None
5 Environmental
protection
contract
Li Fa
Environment
Technology
2024.01.01-2025.12.31 Treatment of plant waste (D-0902) None
6 Environmental
protection
contract
San Yu
Transport
2024.01.01-2025.12.31 Clearance of plant waste (D-0902;R-1201) None
7 Environmental
protection
contract
San Yu
Transport
2022.08.15-2023.06.30 Clearance of plant waste (D-0903) None
8 Environmental
protection
contract
She Ching
Enterprise Co.
2022.08.15-2023.06.30 Treatment of plant waste (D-0903) None
9 Environmental
protection
contract
San Yu
Transport
2023.01.03-2023.12.31 Clearance of plant waste (R-1201) None
10 Environmental
protection
contract
Shang Shun
Concrete
2024.01.01-2025.12.31 Treatment of plant waste (R-1201) None
11 Environmental
protection
contract
Yi Bang
Enterprise
2023.01.03-2023.12.31 Treatment of plant waste (R-1201) None
12 Environmental
protection
contract
Hong Pan
Enterprise
2023.11.20-2024.12.31 Treatment of plant waste (R-1201) None
13 Information
contract
InfoChamp
Systems Corp.
2022.07.15-2023.07.14 Contract on entire information system
maintenance
None
14 Information
contract
InfoChamp
Systems Corp.
2023.07.15-2024.07.14 Contract on entire information system
maintenance
None
  • 65 -

Six. An Overview of the Company's Financial Status

  • I. Condensed balance sheets and statements of comprehensive income for the most recent 5 fiscal years

  • (I) Condensed balance sheets and comprehensive income statements - International Financial Reporting Standards

  • Condensed Balance Sheet - Individual

Unit: NT$ Thousand

Note 1: Information for the most recent 5 fiscal years has been audited by CPAs.

Year
Item
Year
Item

Financial information for the most recent 5 fiscal years (Note 1)

Financial information for the most recent 5 fiscal years (Note 1)

Financial information for the most recent 5 fiscal years (Note 1)

Financial information for the most recent 5 fiscal years (Note 1)

Financial information for the most recent 5 fiscal years (Note 1)
Financial
information for
the current year
up until March
31, 2024
(Note 3)
2023 2022 2021 2020 2019
Current assets 1,277,182
956,263

1,145,474

825,076

888,845
Not applicable.














Property, plant and equipment 368,473
392,032

487,264

729,083

842,873
Intangible assets 42
93

145

-

-
Other a ssets 159,230
168,043

320,624

200,466

188,515
Total a ssets 1,804,927
1,516,431

1,953,507

1,754,625

1,920,233
Current
liabilities
Before
distribution
94,364
44,023

960,500

872,527

727,909
After
distribution
Note 2 Undistributed Undistributed Undistributed Undistributed
Non-current liabilities 6,079
5,486

294,007

447,990

565,863
Total liabilities Before
distribution
100,443
49,509

1,254,507

1,320,517

1,293,772
After
distribution
Note 2 Undistributed Undistributed Undistributed Undistributed
Equity attributable to owners of
the parent company
1,704,484
1,466,922

699,000

434,108

626,461
Share capital 2,811,673
2,811,673

2,811,673

2,811,673

2,811,673
Capital r eserve -
-

-

-

-
Retained
earnings
Before
distribution
(1,085,068)
(1,312,771)

(2,094,552)

(2,372,061)

(2,162,971)
After
distribution
Note 2 Undistributed Undistributed Undistributed Undistributed
Other equities (22,121)
(31,980)

(18,121)

(5,504)

(22,241)
Treasury stocks -
-

-

-

-
Non-controlling interests -
-

-

-

-
Total equity Before
distribution
1,704,484
1,466,922

699,000

434,108

626,461
After
distribution
Note 2 Undistributed Undistributed Undistributed Undistributed
  • 2: Not yet resolved by the shareholders' meeting for distribution or appropriation.

  • 3: Until publication date of the annual report, it has not been reviewed by the CPAs.

  • 4: Individual financial information for 2019 - 2023.

  • 66 -

2. Condensed statement of comprehensive income - individual

Unit: NT$ Thousand

Year
Item
Financial information for the most recent 5 fiscal years (Note 1) Financial information for the most recent 5 fiscal years (Note 1) Financial information for the most recent 5 fiscal years (Note 1) Financial information for the most recent 5 fiscal years (Note 1) Financial information for the most recent 5 fiscal years (Note 1) Financial
information
for the
current year
up until
March 31,
2024
(Note 3)
2023 2022 2021 2020 2019
Operating income 738,691
1,231,007

2,470,941

803,775

1,155,098

Not
applicable.













Operating profit (loss) (155,834)
(109,471)

304,399

(188,829)

(159,593)
Operating (loss) income (188,991)
(145,835)

265,521

(221,988)

(197,101)
Non-operating income and expense 432,408
955,832

10,941

12,310

19,272
Net income (loss) before tax 243,417
809,997

276,462

(209,678)

(177,829)
Continuing operations
Net profit (loss)forthe period
228,218
780,657

276,324

(209,678)

(177,829)
Loss of discontinued operations -
-

-

-

-
Net income (loss) for the period 228,218
780,657

276,324

(209,678)

(177,829)
Other comprehensive income for the period
(Net aftertax)
(9,344)
(12,735)

(11,432)

17,325

(19,709)
Total comprehensive income for the period 237,562
767,922

264,892

(192,353)

(197,538)
Net income attributable to owners of the parent
company
228,218
780,657

276,324

(209,678)

(177,829)
Net income attributable to non-controlling
interests
-
-

-

-

-
Comprehensive income attributable to owners of
the parent company
237,562
767,922

264,892

(192,353)

(197,538)
Comprehensive income attributable to
non-controllinginterests
-
-

-

-

-
Earnings per Share 0.81
2.78

0.98

(0.75)

(0.63)

Note 1: Information for the most recent 5 fiscal years has been audited by CPAs.

  • 2: For those who have been notified by the competent authorities to revise their financial information: None.

  • 3: Until publication date of the annual report, it has not been reviewed by the CPAs.

  • 4: Individual financial information for 2019 - 2023.

(II) Name and audit opinion of the CPAs for the most recent 5 fiscal years:

Year Attesting CPAs Audit opinion
2019 Wei-Chin Hou, Jui-Yen Tseng Unqualified opinion plus material uncertainties relating to continuing
operations
2020 Wei-Chin Hou, Jui-Yen Tseng Unqualified opinion plus material uncertainties relating to continuing
operations
2021 Jui-Wen Lu, Jui-Yen Tseng Unqualified opinion
2022 Jui-Wen Lu, Jui-Yen Tseng Unqualified opinion
2023 Wei-Chin Hou, Jui-Wen Lu Unqualified opinion
  • 67 -

II. Financial analysis for the past five fiscal years

(I) Financial analysis - International Financial Reporting Standards

  1. Financial analysis - Individual
1. Financial analysis - Individual 1. Financial analysis - Individual
Year
Analysis Item
Financial analysis for the past five fiscal years (Note 1) Financial
information for
the current year
up until March
31, 2024
(Note 5)
2023 2022 2021 2020 2019
Financial
structure %
Debt to assets ratio 5.56
3.26

64.22

75.26

67.38

Not applicable.
















Long-term capital to property,
plant and equipment ratio
464.23
375.58

203.79

120.99

141.46
Solvency
(%)
Liquidity ratio 1353.46
2,172.19

119.26

94.56

122.11


Quick ratio
512.18
1,328.78

46.32

10.54

30.19
Times interest earned Note 3 110.96
21.25

Note 3
Note 3
Operating
capacity
Turnover of receivables (per
time)
-
-

272.45

88.62

-
Average collection days for
receivables
-
-

1.34

4.12

-
Inventory turnover (per time) 1.87
4.68

5.78

2.01

2.3


Payables turnover (per time)
105.42
88.05

116.99

55.41

89.56
Average days for sale 195.18
77.99

63.14

181.59

158.70
Turnover of property, plant, and
equipment (per time)
1.94
2.80

4.06

1.02

1.3
Total assets turnover (per time) 0.44
0.71

1.33

0.44

0.57
Profitability Return on assets (%) 13.74
45.34

15.49

(10.80)

(8.15)
Return on equity (%) 14.39
72.09

48.77

(39.54)

(24.52)

Ratio of profit before tax to
paid-in capital (%) (Note 10)
8.66
28.81

9.83

(7.46)

(6.32)
Net profit margin (%) 30.89
63.42

11.18

(26.09)

(15.4)
Earnings per share (NT$) 0.81
2.78

0.98

(0.75)

(0.63)
Cash flows Cash flow ratio (%) Note 2 384.37
46.58

Note 2
Note 2

Cash flow adequacy ratio (%)
Note 2 Note 2 Note 2 Note 2 142.25
Cash re-investment ratio (%) Note 2 3.00
8.88

Note 2
Note 2
Leverage Operating leverage Note 4 Note 4 1.46
Note 4
Note 4
Financial leverage Note 4 Note 4 1.05
Note 4
Note 4
  • 68 -

  • Please explain the reason for ratio changes for financial information in the most recent 2 fiscal years. I. In terms of the financial structure: 1. Liabilities to assets ratio increased from last year, because the current liabilities in 2023 increased.

  • Long-term capital to property, plant and equipment ratio increased due to the increase in shareholders' equity in 2023.

II. In terms of solvency:

  1. Current ratio and quick ratio decreased from last year, because the current liabilities increased in 2023.

III. In terms of operating capacity: 1. Inventory turnover rate decreased, because the sales costs of 2023 increased due to the declining sales revenue, and the inventories of the period decreased, and thus the inventory turnover rate decreased from last year.

  1. Average days for sale increased from last year, because the inventory turnover rate decreased in 2023, resulting in an increase in average days for sales.

  2. Property, plant and equipment turnover rate and total asset turnover rate decreased from last year, because the net sales in 2023 decreased from last year.

  3. Payables turnover increased from last year, because the payables in 2023 decreased from last year.

IV. In terms of profitability:

  1. Returns on assets and equity decreased from last year, because the net profit after tax for 2023 decreased.

  2. Net income before tax to paid-in capital decreased from last year, because the net income after tax for 2023 decreased.

  3. Net profit margin and earnings per share decreased from last year, because the net income after tax for 2023 decreased from last year.

V. In terms of cash flows: 1. Not applicable as the net cash flows from operating activities for 2019, 2020 and 2023 were net outflows.

VI. In terms of leverage: As it is a net operating loss for 2023, leverage was not calculated.

Note 1: Above financial information has been audited by CPAs. Note 2: Not applicable as the net cash flows from operating activities are outflows. Note 3: Not calculated as this year was a net loss before income tax expense. Note 4: Not calculated as this year was a net operating loss. Note 5: Until publication date of the annual report, it has not been reviewed by the CPAs. Note 6: Formulas for calculating each of the above ratios are as follows:

  1. Financial structure

  2. (1) Debt-to-asset Ratio = total liabilities/total assets.

  3. (2) Long-term Capital to Property, Plant and Equipment Ratio=(total equity + non-current liabilities)/net of property, plant, and equipment.

  4. Solvency

  5. (1) Liquidity Ratio = current assets/current liabilities.

  6. (2) Quick Ratio = (current assets – inventory – prepaid expenses)/current liabilities.

  7. (3) Times Interest Earned = income before income tax and interest expenses/current interest expenses.

  8. Operating Capacity

  9. (1) Receivables (including accounts receivable and notes receivable arising from business operations) Turnover Rate = net sales amount/average receivables (including accounts receivable and notes receivable arising from business operations) for each period.

  10. (2) Average Collection Days for Receivables = 365/turnover of receivables.

  11. (3) Inventory Turnover = cost of goods sold/average inventory.

  12. (4) Payables (including accounts payable and notes payable arising from business operations) Turnover Rate = cost of goods sold/average payables (including accounts payable and notes payable arising from business operations) for each period.

  13. (5) Average Days of Sale = 365/inventory turnover.

  14. (6) Turnover of Property, Plant, and Equipment = net sales amount/average net worth of property, plant, and equipment.

  15. (7) Total Assets Turnover = net sales amount/average total assets.

  16. Profitability

  17. (1) Return on Assets = [net income + interest expenses (1- tax rate)]/average total assets.

  18. (2) Return on Equity = net income/average total equity.

  19. (3) Net profit margin = net income/net sales amount.

  20. (4) Earnings per Share (EPS) = (profit and loss attributable to owners of the parent – dividends on preferred shares)/weighted average number of issued shares. (Note 7)

  21. Cash Flow

  22. (1) Cash Flow Ratio = net cash flow from operating activities/current liabilities.

  23. (2) Net Cash Flow Adequacy Ratio =

  24. net cash flow from operating activities for the most recent five years/(capital expenditures + inventory increase + cash dividends for the most recent five years).

  25. (3) Cash Re-investment Ratio =

  26. (net cash flow from operating activities – cash dividends)/gross property, plant, and equipment value + long-term investment + other non-current assets + working capital). (Note 8)

  27. Leverage:

  28. (1) Operating Leverage = (net operating revenue – variable operating costs and expenses)/operating income (Note9).

  29. (2) Financial Leverage = operating income/(operating income - interest expenses).

  30. 69 -

  31. Note 7: The above formula for calculating earnings per shares should pay special attention to the following when measuring:

  32. Based on the weighted average number of ordinary shares, rather than the number of shares issued at the end of the year.

  33. Where there is a cash replenishment or treasury stock trading, the weighted average number of shares shall be calculated during the period of circulation.

  34. Where there is a surplus to capital increase or capital surplus to capital increase, the calculation of the earnings per share for the previous year and half year should be adjusted by the proportion of capital increase, rather than the period the capital increase is issued.

  35. If the preferred shares are non-convertible accumulative shares, its annual dividend (whether or not it is issued) shall be deductible from the net income or increased to net loss after tax. If the preferred shares are non-cumulative, then in the case of having a net profit after tax, the preferred dividend should be deducted from the net profit after tax; in the case of net loss after tax, no adjustments are required.

  36. Note 8: Special attention should be paid to the following when analyzing cash flows:

  37. Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.

  38. Capital expenditure refers to the annual cash outflow of capital flows.

  39. The increase in inventories shall only be credited when the balance at the end of the period is greater than them balance at the beginning of the period. If the inventory is reduced at the end of the year, then the inventory amount should be accounted at zero.

  40. Cash dividends include cash dividends for common stock and special shares.

  41. Fixed assets means the total amount of Property, plant and equipment before deducting accumulated depreciation.

  42. Note 9: The issuer shall distinguish between the operating costs and operating expenses being fixed or variables. When involved in the estimation or subjective judgments, one should pay attention to its rationality and consistency.

  43. Note 10: If the Company's shares are no par or not in the denomination of NT$10, the calculation of the ratio of the paid in capital shall be calculated based on the equity ratio of the balance sheet attributable to the owners of the parent company.

  44. Note 11: Individual financial analysis for 2019 - 2023.

  45. 70 -

III. Audit Committee's Review Report on the Most Recent Annual Financial Report

Chien Shing Stainless Steel Co., Ltd. Audit Committee’s Review Report

The Board of Directors has submitted the Company's 2023 financial report, which has been jointly

audited by CPA Wei-Chin Hou and CPA Jui-Wen Lu of Diwan & Company and an auditor report has been

issued. These and the business report and loss allocation table have been reviewed by the Audit Committee

with no discrepancy found. We have presented you the reports based on the provisions stipulated in Article

14-4 and Article 36 in the Securities and Exchange Act and Articles 219 and 228 in the Company Act.

Regards,

Annual General Meeting 2024 of Chien Shing Stainless Steel Co., Ltd.

Convener of the Audit Committee: Ying-Ying Yang

2024.3.14

  • 71 -

IV. Financial Statement for the Most Recent Year

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  • 80 -

Chien Shing Stainless Steel Co., Ltd.

Notes to Individual Financial Statements

For the Years Ended December 31, 2023 and 2022

(In NT$ thousand, unless stated otherwise)

I. Company history:

Chien Shing Stainless Steel Co., Ltd. (the “Company hereafter) was approved to be incorporated on May 8, 1972. The registered address and major business location is No.222 Industry Road, Hsiao Pyi Li, Madou Dist., Tainan City. The major business is processing, production, and trading various stainless products. The shares of the Company have be listed for trading in Taiwan Stock Exchange Company limited by shares from February 1996.

Due to operational needs, on October 12, 2017, the Board of Directors resolved to approve the proposal of simple merger among the Company, wholly-owned subsidiary, Molimei Technology Co., Ltd, Chien Yi Investment Co., Ltd, and Chien Ying Investment Co., Ltd. The Company was the survival company and such subsidiaries were dissolved. After the merger, the name was remained as “Chien Shing Stainless Steel Co., Ltd.,” and the merger base date was November 27, 2017.

The merged subsidiaries, Molimei Technology Co., Ltd, Chien Yi Investment Co., Ltd, and Chien Ying Investment Co., Ltd were approved to be incorporated on March 1, 1999; May 29, 1998, and June 12, 1996, respectively. The major business included the wholesale, retail of electric scooters and batteries thereof, and transaction of negotiable securities.

II. The Authorization of Financial Statements

The 2023 and 2022 individual finance statements were approved by the Board of Directors on March 14, 2024 to be disclosed.

III. Application of New and Revised International Financial Reporting Standards

  1. The standards and interpretations recognized and issued as effective by the Financial Supervisory Commission

(FSC)

From January 1, 2023, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), interpretations and interpretation announcement thereof to be applied from 2023 announced on the website of Securities and Futures Bureau, FSC, started to be applied. As the Company started to apply the abovementioned standards and interpretations recognized and issued as effective by FSC from January 1, 2023, there is no material impact on the Company’s individual finance statements.

  • 81 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

2. The new/revised/amended standards and interpretations issued by International Accounting Standards Board

(IASB), that are recognized by FSC, to be applied from 2024

New, Revised or Amended Standards and

New, Revised or Amended Standards and
Interpretations Main contents Effective Date Issued byIASB
IAS 1 (amendment)

IAS 1 (amendment)

Amendments to IFRS 7 and IAS 7

IFRS 16 (amendment)
“Classification of Liabilities as Current
or Non-current”
“Non-current Liabilities with
Covenants”
Supplier Financing Arrangements
“Lease Liability in a Sale and
Leaseback”
2024.1.1
2024.1.1
2024.1.1
2024.1.1

The Company's management has assessed that the amendments to the above standards will not have a significant impact on the Company's individual financial statements.

3. New/revised/amended standards and interpretations that issued by IASB but not recognized by FSC

New, Revised or Amended Standards and

New, Revised or Amended Standards and
Interpretations Main contents Effective Date Issued byIASB
Amendments to IFRS 10 and IAS 28

IFRS 17

IFRS 17 (amendment)

IFRS 17 (amendment)

IAS 21 (amendment)
Sale or Contribution of Assets between
an Investor and its Associate or Joint
Venture
Insurance Contracts
Amendment to IFRS 17
Initial application of IFRS 17 and IFRS
9 - Comparative information
Lack of Exchangeability
To be determined by IASB
2023.1.1
2023.1.1
2023.1.1
2025.1.1

The management currently is assessing the potential impacts of abovementioned standards or amendments; therefore their impacts on the Company’s individual financial statements cannot be reasonably estimated temporarily.

IV. Summary of Significant Accounting Policies

The significant accounting policies applied for preparing the individual financial statements are described as the following. Unless otherwise specified, such accounting policies are consistently applied to all the presentation period.

1. Basis of Preparation and Measurement of Financial Statements

(1) Statement of compliance

The accompanying individual financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, interpretations and interpretation announcement thereof recognized and issued as effective by FSC.

(2) Measurement bases

The accompanying individual financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values. For assets, a historical cost is generally based

  • 82 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

on the fair value of the consideration given in exchange for the assets. For liabilities, it refers to the amount received when assuming obligations, or the amount expected to pay for repaying a liability

(3) Functional and presentation currency

Functional currency is the currency of the primary economic environment in which the entity operates. The individual financial statements of the Company are presented in the Company’s functional currency, the New Taiwan dollar (NT$). Unless specified otherwise, all financial data presented in NT$ shall use NT$ thousand as the unit

2. Criteria for Classification of Assets and Liabilities as Current or Non-current

  • (1) Current assets include cash and cash equivalents (not including these under restriction for exchange of assets or liability repayment within 12 months after the reporting period); assets held primarily for the purpose of trading; assets expected to be realised within 12 months after the reporting period; assets expected to be realised, sold, or consumed in the entity's normal operating cycle. All other assets are non-current.

  • (2) Current liabilities include liabilities held for purpose of trading; liabilities expected to be settled within 12 months after the reporting period or within the entity's normal operating cycle, and liabilities for which the entity does not have the right at the end of the reporting period to defer settlement beyond 12 months. Other liabilities are non-current.

3. Foreign currency transaction

  • The New Taiwan dollar (NT$) is the Company’s functional currency, and the presentation currency for the individual financial statements. The Company’s foreign currency transaction shall be recorded, on initial recognition in the functional currency, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. At the reporting date, foreign currency monetary items shall be translated using the closing rate; non‑monetary items that are measured in terms of historical cost in a foreign currency shall be translated using the exchange rate at the date of the transaction; and non‑monetary items that are measured at fair value in a foreign currency shall be translated using the exchange rates at the date when the fair value was measured. Exchange differences of monetary shall be recognised in profit or loss in the period in which they arise; When a gain or loss on a non‑monetary item is recognised in other comprehensive income, any exchange component of that gain or loss shall be recognised in other comprehensive income. Conversely, when a gain or loss on a non‑monetary item is recognised in profit or loss, any exchange component of that gain or loss shall be recognised in profit or loss.

4. Cash and cash equivalents

comprises cash on hand and demand deposits, and short‑term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, held for the purpose of meeting short‑term cash commitments rather than for investment or other purposes.

  1. Financial instruments

  2. (1) When becoming a party in financial instrument contract, recognize financial asset or financial liability in the balance sheet. In s regular way purchase or sale of financial assets, an equity instrument applies trade date accounting; liability instrument, beneficiary instrument, and derivative instrument applies settlement date accounting.

  3. (2) When initially recognizing a financial asset or financial liability, it is measured at fair value; but these are not measured at FVTPL, shall plus or less the transaction cost for acquisition or issuance.

  4. 83 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

  • (3) When initially recognizing a financial instrument, the Company classify the components as financial liability, financial asset or equity instrument based on the nature of contractual arrangement, and the definitions of financial liability, financial asset and equity instrument

  • (4) A financial asset and a financial liability shall be offset when, and only when the Company currently has a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. In the balance sheet, it is presented in net amount.

  • (5) The Company’s financial instruments include the following:

  • A. Financial assets measured at amortized cost

  • A financial asset shall be measured at amortized cost if both of the following conditions are met, and not assigned as the financial asset measured at FVTPL, including cash and cash equivalents and other receivables listed in the balance sheet:

  • (A) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and

  • (B) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After the financial assets measured at amortised cost initially recognized, it is measured at amortised cost by deducting impairment losses from the total carrying amount determined with effective interest method; when derecognition, through amortisation procedure, or recognizing the impairment gain or loss, such gain or loss is recognized in profit or loss.

B. Financial assets measured at FVTOCI

A financial asset shall be measured at fair value through other comprehensive income if both of the following conditions are met, and not assigned as the financial assets measured FVTPL; or at initial recognition, an entity may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is neither held for trading:

  • (A) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

  • (B) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Afterward it is measured at fair value; other than impairment loss of debt instrument investment, foreign exchange gains and losses on monetary financial assets, and interest calculated with effective interest method, the dividend not clearly represents a recovery of part of the cost of the investment of equity investment, the value changes are recognized in other comprehensive income before derecognition or reclassification. When derecognizing, for the accumulated profit or loss recognized in other comprehensive income previously, the debt instrument investment is reclassified from equity to profit or loss; the equity instrument investment is transferred to retained earnings. The dividends of equity instrument investment are recognized when acquiring the right to receive dividends.

C. Financial assets measured at FVTPL

A financial asset not measured at amortised cost or at fair value through other comprehensive income; or financial asset irrevocable elected at initial recognition to be measured at fair value through profit

  • 84 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

or loss to eliminate or materially reduce accounting mismatch . Subsequent measurement is at fair value, and the changes o fair value are recognized in profit or loss.

D. Financial liability measured at amortised cost

A financial liability not measured at FVTPL is the financial liability measured at amortized cost, including notes payable, payables, other payables, and long-term borrowings; these are measured at the amortized cost by the effective interest method. But the short term payables with no interest attached, is measured at the original transaction amount if the discounting impacts negligible.

E. Derivatives

The initial recognition and subsequent measurement of the Company’s derivatives are based on the fair value. If not meeting the conditions of hedge accounting, the changes of fair value of derivatives are recognized as profit or loss; the derivatives assigned as the effective hedging instrument, the timing to recognize its profit or loss depends on the nature of the hedging relationship. If the fair value is positive, it is recognized as the financial asset; if negative, it is ecognized as the financial liability.

6. Fair value measurement

(1) The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework of fair value measurement takes into account the characteristics of a specific asset or liability, including the condition and location of the asset, and restrictions on the sale or use of the asset, while assuming that the transaction of the sale of assets or transfer of liabilities occurs in the major market for such asset or liability, or if there is no major market, the most favorable market for the asset or liability. The major or most favorable market must be the one accessible to the Company; and it is assumed that these market participants are pricing in their best interest of the economy.

The fair value measurement of non-financial assets takes into account that market participants use the asset at its highest and best use or sell the asset to another market participant who will use the asset for its highest and best use, In order to generate economic benefits

  • (2) The fair value measured at value technique is to apply the value technique that is suitable under these circumstances with sufficient information available, and uses the maximum observable input value that is relevant and maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

7. Derecognition of financial assets and liabilities

  • (1) Financial asset

For the termination of contractual rights from the cash flow of financial assets, or the financial asset has been transferred and almost all the risks and rewards of the ownership of the asset have been transferred, or almost all the risks and rewards of the ownership of the financial asset have not been transferred nor retained and the control over the said financial asset has not been retained, the financial asset is derecognized, and any rights and obligations arising from or retained by the transfer are individually recognized as assets or liabilities. On the derecognition day, the difference between the carrying amount of the financial assets measured at the amortised cost and the consideration received is recognized as profit or loss; The difference between the derecognized carrying amount of equity instrument investment measured at fair value through other comprehensive income, and the consideration received plus the cumulative sum of profit or loss recognized as other comprehensive profit or loss is recognized as retained earnings, and the debt instrument investment is recognized as profit and loss. Financial assets that are not derecognized as a whole are allocated on the basis of the relative fair value of the

  • 85 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

continuously recognized part of their respective carrying amounts. If the transfer of financial asset does not qualify as derecognition, the entire transferred asset shall be continuously recognized and the consideration received shall be recognized as a financial liability.

(2) Financial liability

Financial liabilities are only derecognized all or in part only when the obligation specified in the contract is discharged or cancelled or expires. An exchange between an existing borrower and lender of debt instruments with substantially different terms shall be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability or a part of it shall be accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid, including any non‑cash assets transferred or liabilities assumed, shall be recognised in profit or loss.

8. Impairment of Assets

(1) Impairment of financial assets

  • A. The Company recognizes loss allowance for expected credit losses on a financial asset measured at amortized cost (including cash and cash equivalents and other receivables).

  • B. The Company measures expected credit losses of a financial instrument in a way that reflects an unbiased and probability‑weighted amount that is determined by evaluating a range of possible outcomes; the time value of money; and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. For other receivables, the simplified method is applied to measure the loss allowance based on the expected credit loss amount of the duration on the reporting date; other than that, if the credit risk of cash and cash equivalents is low on the reporting date or no significant increase after initial recognition, the loss allowance is measured based on the 12-month expected credit loss amount; if the aforementioned financial asset’s credit risk has increased significantly since the initial recognition on the reporting date, the loss allowance is measured based on the duration.

  • C. The carrying amount of the above-mentioned financial assets are reduced by means of loss allowance, and the listed and reversed amount of loss allowance is recognized in profit and loss.

(2) Impairment of non-financial assets

For the assets applicable to IAS 36 "Impairment of Assets," except for goodwill, intangible assets with non-determined useful life, intangible assets with indefinite useful lives, and intangible asset not yet available for use, the impairment test is conducted annually or if any indication of impairment, the Company assess whether there are any indication that the asset may have been impaired on each reporting day. If there are indications of impairment, the recoverable amount of the asset is estimated. The recoverable amount refers to the higher of the fair value of the asset or cash-generating unit minus the cost of sale and its value in use. If the recoverable amount of the asset is lower than its carrying amount, the carrying amount is reduced to the recoverable amount. This reduction is the impairment loss and is recognized as profit or loss; afterwards, on the reporting date, if there is any indication showing that the impairment loss of assets other than goodwill has been recognized in the previous periods may no longer exist or has decreased, the recoverable amount of the asset shall be re-estimated. If the estimate of the recoverable amount of the asset changes and increases, the impairment loss shall be reversed; provided that, the carrying amount of the asset increased by the reversal of the impairment loss shall not exceed the carrying amount of the asset after deducting the amortisation or depreciation if

  • 86 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

the impairment loss was not recognized in the previous year.

For the cash-generating unit of amortised goodwill, the impairment test of the unit is performed by comparing the carrying amount of the unit containing goodwill with its recoverable amount. If the carrying amount of the unit exceeds its recoverable amount, the impairment loss must be recognized. When the impairment loss is recognized, the carrying amount of the unit’s amortised goodwill is deducted first, and the deducted amount is then reduced in proportion to the carrying amount of the other assets in the unit. The recognized impairment loss of goodwill shall not be reversed in the subsequent period.

9. Inventories

Inventory cost includes all purchase costs, processing costs and other costs incurred to bring the inventory to the current location and state. The calculation of the cost uses the weighted average cost formula to allocate the inventory cost. The inventories at the end of period is measured at the lower of cost and net realisable value. When comparing the cost and net realisable value, not only the inventories under the same category, individual items shall be compared one by one Net realisable value refers to the estimated selling price in the normal course of business after deducting the estimated cost required to be completed, and the estimated cost required to complete the sale.

10. Property, Plant and Equipment

  • (1) They are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes. Its recognition and subsequent measurement adopt the cost model, and the amount after the cost deducting accumulated depreciation and accumulated impairment losses is shown. Cost amount of cash or cash equivalents paid or the fair value of the other consideration given to acquire an asset at the time of its acquisition or construction, as well as the costs of dismantling and removing the item and restoring the site on which it is located When the useful life of the major components of property, plant and equipment are different, it is treated as a separate item of property, plant and equipment.

  • (2) The property, plant and equipment is depreciated by the straight-line method except that the land is not depreciated. It is apportioned based on the following useful life. At the end day of each year, the residual value of the asset, the useful life, and the depreciation method used are reviewed. When the expected value is different from the previous estimate, or the expected consumption pattern of the future economic benefits contained in the asset has changed significantly, and thus the depreciation method needs to be changed to reflect the changed pattern, the change is treated as a change in accounting estimates. If property, plant and equipment have recognized asset impairment losses, the depreciation expense of the asset in the future period will be adjusted based on the revised carrying amount of the asset lessing its residual value, and will be adjusted with the straight-line method within the remaining useful life:

Buildings 20-35 Years
Attachment to buildings 2-35 Years
Machinery Equipment 2-20 Years
Transport equipment 2-6 Years
Office equipment 5-8 Years
Other equipment 2-15 Years
  • (3) Replacement and major inspection costs are recognized in the carrying amount of real estate, plant and equipment items; routine maintenance costs are recognized as profit or loss when incurred. The borrowing cost of acquiring, constructing, or producing qualified assets is capitalized and listed as part of

  • 87 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

the cost of the asset.

  • (4) When disposing or the expected future economic benefits cannot be generated from the use or disposal, the carrying amount of the real estate, plant and equipment items shall be derecognized, the profits or losses arising from derecognition shall be recognized as profit and loss, and the benefits shall not be classified as income.

11. Leases

(1) The Company is the lessor

When the lease clause transfers almost all the risks and rewards attached to the ownership of the asset to the lessee, it is classified as a financial lease; leases other than financing leases are classified as operating leases.

When the company subleases the right-of-use asset, it uses the right-of-use asset (not the underlying asset) to determine the classification of sublease. However, if the main lease is a short-term lease for which the recognition exemption applies, the sublease is classified as an operating lease.

  • A. Under a financing lease, the net lease investment is measured by the sum of the current value of amount to be collected from the lessee and the unguaranteed residual value plus the original direct cost, and is expressed as the financing lease receivable. The recognition of financing lease income is based on the fixed rate of return that reflects the Company's unexpired net lease investment during each lease period.

  • B. The rental income of operating leases is recognized as revenue during the lease period on a straight-line basis. If the lease contract provides incentives to the lessee to facilitate the signing of the lease contract, the total cost of the incentives is recognized during the lease period using the straight-line method, as a deduction of rental income. The original direct costs incurred by negotiating and arranging operating leases are added to the carrying amount of the underlying assets and recognized as expenses during the lease period on a straight-line basis.

If there is a variable rent in the lease agreement that does not depend on the index or rate, it is recognized as income in the current period when incurring.

(2) The Company is the lessee

Except for short-term leases and lease payments for low-value underlying assets that are recognized as expenses during the lease period on a straight-line basis, other leases are recognized as right-of-use assets and lease liabilities on the lease start date.

  • A. The initial recognition and subsequent measurement of the right-of-use asset is based on a cost model, where the cost minus the accumulated depreciation and accumulated impairment loss, and the amount after adjusting the remeasurement of the lease liability is presented. The depreciation of the right-of-use asset is based on the straight-line method. The depreciation is calculated based on the earlier of the lease start date to the end of the useful life of the right-of-use asset or the expiration of the lease term.

  • B. The initial recognition of lease liabilities is measured by the current value of the lease payments not yet paid on the lease start date. If the implicit interest rate of the lease is easy to determine, the lease payment is discounted at that interest rate. If the interest rate is not easy to determine, the lessee’s incremental borrowing interest rate is used to discount. The subsequent measurement is measured at

  • 88 -

  • Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

the amortised cost with the effective interest method. The remeasurement of the lease liability is used as an adjustment of the right-of-use asset, but if the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount is recognized in the profit and loss.

If there is a variable rent in the lease agreement that does not depend on the index or rate, it is recognized as an expense in the current period.

12. Investment Property

  • (1) Refers to real estate held for earning rentals or for capital appreciation or both, and not used in the production or supply of goods or services or for administrative purposes, or for sale in the ordinary course of business. Investment property is initially measured at its cost (including transaction cost). After initial recognition, investment property is also measured by the cost model. The depreciation method, useful life and residual value adopted are treated based on the cost model of property, plant and equipment. Investment property is derecognized when it is disposed of, or is no longer in use forever and is not expected to produce future economic benefits from the disposal, and the benefits or losses arising from derecognition are recognized as profit and loss.

  • (2) Investment property can only be converted into reclassification of the carrying amount of real estate only when the purpose is changed and there is evidence to prove it.

13. Intangible assets

  • (1) Such as computer software, which are individually acquired and have finite useful lives, are initially measured at cost and amortized on a straight-line basis over three years over their useful lives, and the amortization period and method of amortization for intangible assets with finite useful lives are reviewed at each reporting date. If the expected useful life of the asset differs from the previous estimate, the amortization period is changed accordingly. If the expected consumption pattern of future economic benefits contained in the asset has changed, the amortization method is changed to reflect the changed pattern, and the change is accounted for as a change in accounting estimate. If intangible assets with finite useful life have recognized asset impairment losses, the amortization expense of the asset in the future period will be adjusted based on the revised carrying amount of the asset, and will be adjusted with the straight-line method within the remaining useful life:

  • (2) When disposing or the expected future economic benefits of an intangible asset cannot be generated from the use or disposal, the carrying amount of the intangible asset item shall be derecognized, the profits or losses arising from derecognition shall be recognized as profit and loss, and the benefits shall not be classified as income.

14. Provision for liabilities

  • (1) The Company has current obligations due to past events and is likely to need to outflow economically effective resources to pay off the obligations, and when the amount of the obligations can be reliably estimated, the provision shall be recognized. The provision is the best estimate of the expenditure required to repay current obligations on the balance sheet date and is measured on a pre-tax basis. When obtaining the best estimate of the provision, it is inevitable to take the risks and uncertainties related to many events and circumstances into consideration. When the time value of money has a significant impact, the amount of provisions is the present value of the expected expenditure required to repay the obligation. For future events that may affect the amount of payment required to repay the obligation, if there is sufficient objective evidence to show that it will happen, it will be reflected in the amount of provisions. In addition, the expected benefits of disposing of assets are not taken into consideration when measuring the provision.

  • 89 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

  • (2) The Company reviews the provision on each balance sheet date and adjusts it to reflect the current best estimate. If it is no longer probable that the outflow of economically effective resources will be required to pay off the obligation, the provision shall be reversed.

  • (3) The Company's current provision recognition items are as follows:

A. Estimated provision for expenses to clean the landfilled industrial waste in the plant area and the fine due to violating the Waste Disposal Act

The Company was suspected of landfilling industrial wastes in the plant area, and thus violating the Waste Disposal Act. The Company estimates the removal and treatment costs of the landfilled industrial wastes based on the expert’s appraisal outcomes and supplemented by the quotations of relevant vendor. With the estimate of the possible fines based on expert opinions, the sum is the Company’s management’s best estimate for the expenditure required to settle this obligation.

B. Provisions for onerous purchase contracts

The decline in raw material price has resulted in onerous purchase contracts for the Company. The Company adopts the compensation or fines incurred for failure to perform the contracts as the management’s best estimate of required expenditure to settle such obligations.

15. Equity instrument:

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

16. Revenue recognization

Revenue is measured at the consideration that is expected to be entitled when transferring goods or services. The Company recognizes revenue when the control of goods or services is transferred to the customer and the performance obligations are satisfied. The main revenue items of the Company are explained as follows:

Sales of goods

The Company mainly manufactures and sells cold-rolled stainless steel coil products, and recognizes revenue when transferring control of the products to customers, and at the same time an enforceable right to obtain consideration is generated. Therefore, the Company usually recognizes revenue when the goods have been delivered and the legal ownership has been transferred. If the discount or future returns can be reliably estimated and the refund liability can be recognized based on past experience and other relevant factors, it will be listed as a deduction of sales revenue when recognizing the sales.

The Company recognizes the accounts receivable when the control of goods is transferred with the right to unconditionally receive the consideration; if the goods have been transferred to the customer but still do not have the right to unconditionally receive the consideration, the sales are recognized as contract assets; if, before transferring the goods to the customer, because the consideration has been received from the customer or the consideration is available to be received from the customer, and thus the obligation of the goods is required to be transferred to the customer, it shall be recognized as the contract liability

If the payment timing of the contract agreement clearly or implicitly provides the customer or the Company with significant financial benefits for the transaction of the transferred goods, the Company adjusts the promised consideration amount to reflect the time value of money; for sales contract where the time between when transfer of goods is expected at the beginning of the contract, and when the customer's payment for the product is made less than one year, the Company does not adjust the promised amount of consideration.

  • 90 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

17. Borrowing costs

Borrowing costs are interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset (an asset that necessarily takes a substantial period of time to get ready for its intended use or sale) form part of the cost of that asset shall be capitalized. Other borrowing costs are recognized as an expense in the period in which it incurs them. For particular borrowings, before the expenditure of a qualified asset is incurred, the investment income on the temporary investment of those borrowings is deducted from the actual borrowing cost. When substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed, the borrowing costs shall be ceased capitalizing. If the qualifying asset is suspended from active development for longer period of time, the capitalization is suspended during this period.

18. Employee benefits

  • (1) Short-term employee benefits

  • are employee benefits (other than termination benefits) that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service. The undiscounted amount of short‑term employee benefits expected to be paid in exchange for that service shall be recognized as expense and liability. For the expected cost of profit‑sharing and bonus payments, the entity has a present legal or constructive obligation to make such payments as a result of past events; and a reliable estimate of the obligation can be made. Such cost is recognized as expense and liability as required in the preceding paragraph.

  • (2) Post-employment benefits

  • A. The Company’s employee retirement procedures are applicable to all employees who are officially hired. The employee pension fund is fully contributed for the management of the Labor Pension Reserve Supervision Committee, and deposited into a special pension fund account. Because the above-mentioned pension funds are deposited in the name of the Labor Pension Reserve Supervision Committee. It is completely separated from the Company, so it is not included in the aforesaid individual financial statements.

  • B. For post-employment benefits plans that are definite allocation plans, the company’s monthly employee pension allocation rate shall not be less than 6% of the employee’s monthly salary, and the amount allocated shall be recognized as the current expense

  • C. For post-employment benefits plans that are defined benefit plans, they are listed under the other comprehensive income, based on actuarial report on the annual reporting date by the projected unit credit method; the re-measured is included in other comprehensive income when it occurs, and immediately recognized in the retained earnings.

19. Income tax

  • (1) Income tax expense included the current deferred income tax. Except for those related to mergers, directly recognized in equity or other comprehensive income items, current income tax and deferred income tax expenses are recognized in profit and loss.

  • (2) Current income tax expenses are the estimated income tax payable or tax refund receivable calculated on the taxable income or loss of the current year based on the tax rate that has been legislated or substantively legislated on the reporting date, and any adjustments to the income tax payable or refundable in previous years.

  • (3) Deferred income tax expenses are calculated and recognized for the temporary difference between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

  • 91 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

  • (4) Deferred income tax assets and liabilities are measured at the tax rate applicable when the temporary difference is expected to reverse, and are based on the tax rate that has been legislated or substantively legislated on the reporting date. Deferred income tax assets and liabilities are offset only if the entity has a legally enforceable right to set off the recognized amounts, with only these assets and liabilities under the same tax entity and levied by the same tax authority; or although under different tax authority, but the entity intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

  • (5) For unused taxable losses, income tax deductions, and deductible temporary differences, they are recognized as deferred tax assets to the extent that future taxable income is likely to be available for use, and on each reporting day Assess and reduce the relevant income tax benefits to the extent that they are not likely to be realized

  • (6) For the Company's undistributed earnings for the current year plus the income tax portion of profit-seeking enterprise income tax, after the earnings distribution proposal is approved by the shareholders meeting in the following year, the actual earning distribution situation will be recognized and the income tax expense of the undistributed earnings will be recognized.

20. Earnings per Share

The Company lists the basic and diluted earnings per share of holders of the Company’s common equity for the current period. Basic earnings per share is calculated by dividing the profit and loss of the company’s common share equity holders by the weighted average number of ordinary shares outstanding in the current period; for diluted earnings per share, the effect of all dilutive potential ordinary shares is adjusted with the profit or loss of the Company's common share equity holders, and divided by the effect of all dilutive potential common shares to adjust the weighted average number of outstanding shares in the current period.

21. Operating Segment Report

An operating segment is a component of the Company, that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Company), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

V. Critical Accounting Judgements and Key Sources of Estimation and Uncertainty

When the Company prepares individual financial statements, the management must make judgments, estimates and assumptions, which will affect the reported amount of income, expenses, assets and liabilities. The uncertainties of these critical assumptions and estimates have the risk of resulting in significant adjustments to the carrying amounts of assets and liabilities in the future, ie. actual results may differ from estimates.

  1. In the process of adopting accounting policies, the management has made judgments that have a significant impact on the amount recognized in individual financial statements:

  2. Please also refer to Note 6.6 of the individual financial statements for the classification of investment properties.

  3. The assumptions made about the future and other major sources of estimated uncertainties on the reporting date will cause significant adjustments to the carrying amounts of assets and liabilities in the next financial year, as explained below:

  4. (1) Employee benefit: measurement to determine benefit obligations As stated in Note 6.10 of individual financial statements, the measurement of defined benefits

  5. 92 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

obligations and expenses are based on actuarial assumptions, including demographic assumptions and financial assumptions about the future characteristics of employees who are eligible for benefits. Any change in actuarial assumptions may result in actuarial gains and losses, and affect the amount of net determined welfare liabilities.

The carrying amount of the net defined benefit liability was NT$ 5,963 thousand as of December 31, 2023. If the discount rate used by the Company’s actuarial assumptions and the expected salary increase rate increase or decrease by 0.25%, the carrying amount of the net definite benefit liability will decrease by NT$ 247 thousand or increase by NT$ 256 thousand, and increase by NT$ 227 thousand or decrease by NT$ 221 thousand.

The above only analyzes the impact of a single assumption change under the condition that other assumptions remain unchanged; however, the impact of the actual actuarial assumption changes are interrelated. The method used in the sensitivity analysis is the same as that used to measure the net definite benefit liability, and the method and assumptions used are the same as in the previous period.

(2) Valuation of inventories

As mentioned in Note 4.9 of the individual financial statements, the inventories at the end of period is valued at the lower of cost and net realisable value. When comparing the cost and net realisable value, not only the inventories under the sam category, individual items shall be compared one by one. Net realisable value refers to the estimated selling price in the normal course of business after deducting the estimated cost required to be completed, and the estimated cost required to complete the sale. These estimates are based on the current market conditions and historical sales experience of similar products. Changes in market conditions may significantly affect the results of these estimates.

The carrying amount of the inventories was NT$ 566,233 thousand as of December 31, 2023; the allowance of inventory depreciation losses of NT$ 66,209 thousand was deducted.

(3) Evaluation of non-financial assets (other than goodwill) impairment

As mentioned in Note 4.8 of individual financial statements, in the process of asset impairment assessment, the Company has to rely on subjective judgments, and determine the independent cash flow, asset useful life, and possible income and expenses generated in the future of certain group of assets based on use model of the asset and industrial characteristics. Any estimated changes brought about by changes in economic conditions or the Company strategies may cause significant impairment in the future or reverse the recognized impairment losses.

For the impairment of non-financial assets on December 31, 2023, please refer to Note 6.20 of the individual financial statements.

  • (4) Estimation of provisions for onerous purchase contracts

As stated in Notes IV.14 and VI.8 and VI.17 to the individual financial statements, the decline in raw material prices has resulted in onerous purchase contracts for the Company. The Company adopts the compensations or fines incurred for the failure to perform such contracts as the basis for management’s best estimate of required expenditure to settle such obligations. The management of the Company will regularly review the reasonableness of the estimates.

The liability reserve for the onerous purchase contract recognized by the Company on December 31, 2023 was NT$ 59,959 thousand. If the actual final result differs from the management’s estimation by 10%, the book value of the liability reserve for the onerous purchase contract would be reduced by

  • 93 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

NT$5,996 thousand or increased by NT$0.

(5) Realizability of deferred income tax assets

As mentioned in Note 4.19 of the individual financial statements, deferred income tax assets only recognized when it is likely that enough taxable income is available to deduct the temporary difference. Assessing the realizability of deferred income tax assets must involve significant accounting judgments and estimates of the management, including assumptions such as expected future growth in operating income and profitability, available loss deductions, and tax planning. Any changes in the global economic environment, industrial environment and laws and regulations may cause major adjustments to deferred income tax assets.

The deferred income tax assets recognized on December 31, 2023 was NT$ 2,399 thousand. For the amounts not recognized as deferred income tax assets, please refer to Note VI.19(7) to the individual financial statements.

VI. Summary of Significant Accounting Items

1. Cash and cash equivalents

mary of Significant Accounting Items
Cash and cash equivalents
Cash and petty cash
Check and demand (current) deposit
Time deposit
Total
2023.12.31
$1,408
203,679
-
$205,087
2022.12.31
$1,356
27,938
450,000
$479,294
  • (1) The above time deposit is a one-month registered negotiable certificate of deposit that can be converted into a fixed amount of cash at any time with an insignificant risk of change in value.

(2) The said cash in banks are not provided as collateral or pledge.

  • 94 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

2. Financial assets measured at FVTPL-current
Financial assets measured at FVTOCI
TWSE/TPEx listed shares:
Valuation adjustment for financial assets
mandatorily measured at FVTOCI
TWSE/TPEx listed shares:
Total
2023.12.31
$278,400
(175)
$278,225
202212.31
$121,793
(16,703)
$105,090
  • (1) The said financial assets measured at FVTPL are not provided as collateral or pledge.

  • (2) For the disclosure of market risk and credit risk information of financial assets measured at fair value through other comprehensive income by the Company, please refer to Note XII.2(3) A and B of individual financial statements.

3. Inventories

Inventories
Merchandise
Raw materials
Supplies
Work in progress
Finished good
Total
2023.12.31
Cost Allowance of inventory
depreciation losses
Carryingamount
$69,461
111,521
13,530
199,475
238,455
$632,442
$(466)
(17,443)
(22)
(12,703)
(35,575)
$(66,209)
$68,995
94,078
13,508
186,772
202,880
$566,233
Raw materials
Supplies
Work in progress
Finished good
Total
2022.12.31
Cost
$1,081
13,257
7,112
304,879
$326,329
Allowance of inventory
depreciation losses
$(1,081)
(7)
(998)
(64,372)
$(66,458)
Carryingamount
$-
13,250
6,114
240,507
$259,871
  • 95 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

  • (1) Cost of sales related to inventories:
st of sales related to inventories:
Inventories transferred to cost of sales
Inventories cost offset up to the net
realisable value
Appreciating net realisable value of
inventories
Total operating cost
2023
$894,774
-
(249)
$894,525
2022
$1,278,205
62,273
-
$1,340,478
  • (2) In 2023, the net realizable value of some inventories was lower than the cost and disappeared due to the sale, resulting in a rebound in the net realizable value of the inventories, thus the cost of goods sold reduced by NT$ 249 thousand.

  • (3) The said inventories are not provided as collateral or pledge.

  • Financial assets measured at FVTOCI - non-current

Financial assets measured at FVTOCI-non-current
Equity instrument
Acquisition cost
TWSE/TPEx listed shares:
TWSE/TPEx unlisted shares
Subtotal
Adjustment of valuation:
TWSE/TPEx listed shares:
TWSE/TPEx unlisted shares
Subtotal
Total
2023.12.31
$65,438
8,257
73,695
(13,864)
(8,257)
(22,121)
$51,574
2022.12.31
$65,438
8,257
73,695
(23,723)
(8,257)
(31,980)
$41,715
  • (1) The equity instrument investment measured at fair value through other comprehensive income is not an investment held for trading, so the Company elected to designate it as measured at fair value through other comprehensive income.

  • (2) The dividend income recognized by the Company in 2023 and 2022 as a result of investment in equity instruments measured at fair value through other comprehensive income was NT$ 0 for both years.

  • (3) The Company did not have accumulated profits or losses transferred within the equity in both 2023 and 2022.

  • (4) The said financial assets measured at FVTOCI are not provided as collateral or pledge.

  • (5) For the disclosure of market risk and credit risk information of financial assets measured at fair value through other comprehensive income by the Company, please refer to Note 12.2(3) A and B of individual financial statements.

  • Property, Plant and Equipment

  • 96 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

(1) The changes of property, plant and equipment are as following:

2023
Original cost
Beginning retained
earnings
Increase in the
period
Disposal in the
period
Others-
reclassification
Balance at the end
of the period
Accumulated
depreciation:
Beginning retained
earnings
Depreciation in the
period
Disposal in the
period
Balance at the end
of the period
Carrying amount at
the end of period
2022
Original cost
Beginning retained
earnings
Increase in the
period
Disposal in the
period
Others-
reclassification
Balance at the end
of the period
Accumulated
depreciation:
Beginning retained
earnings
Depreciation in the
period
Disposal in the
period
Balance at the end
of the period
Carrying amount at
the end of period
Land Buildings Machinery
Equipment
Transport
equipment
Office
equipment
Other
equipment
Unfinished
construction
and
equipment to
beinspected
Total
$182,341
-
-
(4,104)
$369,313
-
-
349
$3,941,647
-
(5,795)
17,798
$12,119
-
(229)
1,164
$9,428
-
(78)
328
$33,321
-
(339)
2,169
$47,038
7,345
-
(12,768)
$4,595,207
7,345
(6,441)
4,936
178,237 369,662 3,953,650 13,054 9,678 35,151 41,615 4,601,047
-
-
-
362,536
1,191
-
3,788,361
33,058
(5,795)
10,546
961
(51)
9,406
55
(78)
32,326
397
(339)
-
-
-
4,203,175
35,662
(6,263)
- 363,727 3,815,624 11,456 9,383 32,384 - 4,232,574
$178,237 $5,935 $138,026 $1,598 $295 $2,767 $41,615 $368,473
$182,341
-
-
-
$367,901
-
-
1,412
$3,930,358
-
-
11,289
$11,891
-
-
228
$9,428
-
-
-
$33,801
-
(480)
-
$50,320
4,928
-
(8,210)
$4,586,040
4,928
(480)
4,719
182,341 369,313 3,941,647 12,119 9,428 33,321 47,038 4,595,207
-
-
-
361,221
1,315
-
3,686,539
101,822
-
9,167
1,379
-
9,390
16
-
32,459
347
(480)
-
-
-
4,098,776
104,879
(480)
- 362,536 3,788,361 10,546 9,406 32,326 - 4,203,175
$182,341 $6,777 $153,286 $1,573 $22 $995 $47,038 $392,032

(2) The Company has conducted asset revaluation pursuant the Land Act, the Equalization of Land Rights Act, and other relevant laws and regulations over the years. The total revaluation increase amounted to NT$ 1,187 thousand, which was originally listed as unrealized revaluation increase under shareholders’ equity, but on January 1, 2012 (the date when the company switched to IFRS), the Company elected to apply the revaluation value as the cost of the revaluation date. On December 29, 2021, the Board of Directors resolved to dispose of six parcels of land held by the Company, including revaluation of the Magong Section, Madou District, Tainan City, in order to revitalize the land assets and improve the financial structure of the Company. Therefore, the carrying amount of the aforementioned property was transferred to investment property - land in the amount of NT$130,209 thousand. The Company wrote

  • 97 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

off the above land revaluation increment in October 2022 due to the disposal of the land (asset) with the value revaluated. Please refer to Notes 6.6(10) to the individual financial statements for more details.

  • (3) The Company did not capitalize borrowing costs due to acquisition of property, plant and equipment in both 2023 and 2022.

  • (4) There was no impairment of property, plant and equipment of the Company in both 2023 and 2022.

  • (5) Pleaser refer to Note 8 of the individual financial statements for the property, plant and equipment provided as collateral or pledge. For property, plant and equipment, as Tainan District Prosecutors Office issued a letter requesting the registration agency to register the prohibition of the Company’s investment property disposal on August 16, 2018 due to violation of Waste Disposal Act. The carrying amounts of the property, plant and equipment on June 30, 2022 were NT$182,521 thousand, respectively. However, the Company paid the security deposit of NT$ 12,000 thousand in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court. On July 26, 2022, the Company received a letter from the court to revoke the aforementioned prohibition from disposal of the property, plant and equipment. On September 21, 2018, the Company received an order from the prosecutor of the Tainan District Prosecutors Office to seize the relevant property, plant and equipment-transportation equipment due to the crime in the aforementioned case, and an appraisal auction, and the price in custody were conducted. It was sold on October 22, 2017. The auctioned price and disposal loss were NT$ 590 thousand and NT$ 501 thousand, respectively. Please also refer to Note VI.8 to the individual financial statements for the description.

  • (6) Acquired property, plant and equipment listed in the individual cash flow statement:

The property, plant and equipment listed in Note
VI.5(1) of the individual financial statements
added during the period
Plus: Other payables at the beginning of the
period
Less Other payables at the end of the period
Cash outflow from acquisition of property, plant
and equipment
2023
$7,345
6,002
(6,591)
$6,756
2022
$4,928
6,336
(6,002)
$5,262
  • (7) The Company signed a rooftop lease contract with another company in July, 2017. The lease period is from the date of commercial operation of the solar power system up to the expiration after 20 years. The rent calculation method is based on a floating system, and for the percentage of power actually generated by the solar power system, and collected on a monthly basis. The Company’s rent income incurred in the 2023 and 2022 as a result of the aforementioned leases was NT$ 1,465 thousand and NT$ 1,474 thousand, respectively.

  • (8) The Board of Directors, on February 6, 2023, approved by resolution to revitalize the land and improve the Company's financial structure. It is planned to dispose of the land and buildings held by the Company at land lot 491, Pitou Section, Madou District, Tainan City, and delegate the Chairman to adopt the property appraisal reports as the basis for the sale price and sign the sales contract and other relevant documents on behalf of the Company and handle subsequent business. Hence, the carrying amount of the aforementioned property amounting to NT$4,104 thousand was transferred and

  • 98 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

recognized under investment property.

6. Investment Property

  • (1) The changes of Investment property are as following:
Original cost
Beginning retained earnings
Reclassification in the period
Disposal in the period
Balance at the end of the period
Accumulated depreciation:
Beginning retained earnings
Depreciation in the period
Balance at the end of the period
Accumulated impairment:
Beginning retained earnings
Impairment of the period
Reversal in the period
Balance at the end of the period
Carrying amount at the end of
period
Original cost
Beginning retained earnings
Increase in the period
Disposal in the period
Balance at the end of the period
Accumulated depreciation:
Beginning retained earnings
Depreciation in the period
Balance at the end of the period
Accumulated impairment:
Beginning retained earnings
Impairment of the period
Reversal in the period
Balance at the end of the period
Carrying amount at the end of period
2023
Land
$143,483
4,104
(24,068)
123,519
-
-
-
38,047
-
-
38,047
$85,472
Buildings
$87,203
-
-
87,203
39,770
1,744
41,514
34,368
-
-
34,368
$11,321
2022
Total
$230,686
4,104
(24,068)
210,722
39,770
1,744
41,514
72,415
-
-
72,415
$96,793
Land
$279,566
-
(136,083)
143,483
-
-
-
38,047
-
-
38,047
$105,436
Buildings
$87,203
-
-
87,203
38,026
1,744
39,770
34,368
-
-
34,368
$13,065
Total
$366,769
-
(136,083)
230,686
38,026
1,744
39,770
72,415
-
-
72,415
$118,501
  • (2) Please refer to Note VI.5(8) to the individual financial statements for a description of the Company's reclassification from property, plant and equipment-land to investment property-land.

  • (3) The Company leased part of the investment property to other related parties as offices in the form of operating lease for a lease term from March 1, 2017 through February 28, 2022. The lease term was renewed at the end of the term. The renewed one is from March 1, 2022 through February 28, 2027. Due to a change of business on August 31, 2022, both parties agreed to terminate the lease contract early on September 1, 2022. Please also refer to Note VII.2(1) to the individual financial statements for the description.

  • (4) The fair values of the investment properties held by the Company are as following:

Fair value of investment property 2023.12.31
$800,823
2022.12.31
$795,750
  • 99 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

The fair value of the aforesaid investment properties is the result of the evaluation based on the announced market price by inquiring the actual price registration information.

  • (5) The income and expenses generated by the Company's investment properties are as follows:
Rent income from investment properties
Direct operating expenses (including repair or
maintenance)
incurred from investment property that
generate rental income
Direct operating expenses (including repair or
maintenance)
incurred from investment property that
generate rental income
2023
$-
$-
$1,744
2022
$29
$333
$1,411
  • (6) On November 11, 2021, the Board of Directors resolved to sell the investment property - land and buildings in Beiyuan Section, North District, Tainan City, with a carrying amount of $50,250 thousand as of June 30, 2022, and authorized the Chairman of the Board of Directors to dispose of them at his sole discretion, as described in Note 7.2(3) to the individual financial statements.

  • (7) Pleaser refer to Note 6.20 to the individual financial statements for the investment properties impairment.

  • (8) Pleaser refer to Note 8 of the individual financial statements for the investment properties provided as collateral or pledge. For investment property, as Tainan District Prosecutors Office issued a letter requesting the registration agency to register the prohibition of the Company’s investment property disposal on July 9, 2018 due to violation of Waste Disposal Act or applying to the Taiwan Tainan District Court for a ruling on seizure. The carrying amounts of investment property on June 30, 2022 were NT$ 125,247 thousand, respectively. However, the Company paid the security deposit of NT$ 12,000 thousand in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court. On July 26, 2022, the Company received a letter from the court to revoke the aforementioned prohibition of investment property disposal. Please also refer to Note VI.5(5) and VI.8 to the individual financial statements for the description. On August 27, 2018, the Company received the judgement from Taiwan Tainan District Court that favored the application from the Company’s bank creditor for provisional seizure some of the Company’s investment properties. The reason of this application was that to secure the credit, the creditor took the Company’s Chairman, Shuo-Tang Yeh as the joint guarantor of the Company’s borrowing; and as Mr. Yeh was detained by the court, the bank creditor, pursuant to the contract, claimed that all the borrowings to the Company shall be deemed due. The carrying amounts on June 30, 2022 were NT$ 50,250 thousand. However, after the Company repaid all the loans from the bank creditor in July 2022, it received a letter from the Civil Execution Department, Taiwan Tainan District Court on July 20, 2022, stating that the bank creditor had withdrawn the execution of the above provisional seizure. Please also refer to Note VI.9 to the individual financial statements for the description.

  • (9) The Company did not capitalize borrowing costs due to the acquisition of investment properties in both 2023 and 2022.

  • (10) On March 3, 2022, the Company entered into a land sale and purchase agreement with the buyer to sell two parcels of land, No. 26 and No. 27, Magong Section, Madou District, Tainan City, for a total

  • 100 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

consideration of $251,234 thousand. However, the land has been secured for bank borrowings and is subject to a registration ban. According to the provisions of the sale and purchase agreement, the Company must complete the release of the land subject to the sale and purchase from the Environmental Protection Administration of the Executive Yuan, apply for the cancellation of the mortgage, the release of the registration ban and the registration of the transfer of property rights before the sale price can be transferred to the Company from the property trust account. If the Company fails to complete the aforementioned release of possession and prohibition of disposition within 180 days of signing the contract, the purchaser may cancel the land sale and purchase agreement or extend it for another 180 days. In October 2022, the Company completed the transfer of land ownership and received the above proceed from the transaction, while recognizing a gain on the disposal of investment property of NT$ 187,676 thousand and income tax expenses - land value increment tax of NT$ 1,691 thousand.

  • (11) On March 3, 2022, the Company entered into a land lease agreement with a lessee to lease land at a monthly rent of $500 thousand for the period from March 3 to July 2, 2022, in Magong Section, Madou District, Tainan City, Cadastral Number 5. After the lessee confirms that it has passed the procedures for applying for the land for the installation of grid-connected energy storage equipment within the lease term and the Company has followed the procedures for acquiring or disposing of the assets, the lessee may sign a land sale and purchase contract with the lessee. However, if the lessee does not complete the application procedures within the aforementioned period, the aforementioned lease shall be terminated after the expiration date. For this, the Company, on May 11, 2022, delegated the Chairman to adopt the property appraisal reports as the basis for the sale price and sign the sales contract and other relevant documents on behalf of the Company and handle subsequent business. Only after the lessee completed the relevant application procedures before the above deadline could the Company sign a land sale contract with the lessee. However, the Company still needs to wait for the Environmental Protection Administration, Executive Yuan, to lift its control over the land to be traded and needs to complete the lien cancellation and the removal of disposal prohibition to transfer property rights and have it registered. On July 3, 2022, August 31, 2022, and November 3, 2022, the Company agreed to the lessee to extend the land lease term to September 2, 2022, November 2, 2022, and November 11, 2022, respectively, and terminated the lease on January 2, 2023 after the end of the term.

  • (12) On May 11, 2022, the Board of Directors adopted a resolution to revitalize the land (asset) and improve the Company's financial structure. It is planned to dispose of the investment property (land) in Land in Caohu Section, Annan District, Tainan City and delegate the Chairman to adopt the property appraisal reports as the basis for the sale price and sign the sales contract and other relevant documents on behalf of the Company and handle subsequent business. However, the Company still needs to complete the lien cancellation and the removal of disposal prohibition to transfer property rights and have it registered. On June 1, 2022, the Company signed a property sale contract with the buyer to sell the above land at a total price of NT$ 500,000 thousand and received a signing bonus of NT$ 50,000 thousand in accordance with the contract. However, the Company should revoke the above disposal prohibition within 60 days after signing the contract. If the prohibition is not revoked in time, the Company should notify the buyer 15 days before the deadline, and the buyer may notify the Company in writing of terminating the sales contract or postponing 60 days before the deadline. The Company should cooperate with the buyer to sign all necessary documents. Then, in August 2022, the Company completed the transfer of land ownership and received the rest proceed of NT$450,000 thousand from the transaction, while recognizing a gain on the disposal of investment property of NT$419,848 thousand and income tax expenses - land value increment tax of NT$27,633 thousand.

  • (13) On January 18, 2023, the Company entered into a land lease agreement with a lessee to lease land lot divided from the land at land lot 5, Magong Section, Madou District, Tainan City, at a monthly rent of

  • 101 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

$500 thousand over a lease term from January 18 through March 17, 2023. If the lessee fails to complete the optoelectronics industry application procedures within the above lease term, the lessee must not claim any compensation from the Company for the damage caused by the termination of the above land lease. If the lessee intends to purchase the leased land within the lease term, it may sign a land sale contract with the Company. After the Board of Directors, on February 6, 2023, approved by resolution to sell the above land for NT$ 419,176 thousand, the Company signed a property sale contract on February 10, 2023 for a total price of NT$ 419,176 thousand, and entrusted a bank to be the trustee for the payment. in April 2023, the buyer remitted the contract amount of NT$41,918 thousand into the aforementioned bank account for price trust of real estate transaction. In May 2023, the Company completed the transfer of land title, received the rest proceed of NT$377,258 from the transaction, and recognized the gain of NT$394,777 thousand on disposals of investment property and the income tax expense - land value increment tax of NT$15,099 thousand.

  • (14) The Company and the buyer signed an agreement on the transfer of property and equipment on March 28, 2023 and, at the total price of NT$97,347 thousand (carrying amount NT$4,104 thousand) and NT$100,000 thousand (carrying amount NT$0), respectively, sold the land No. 491 in Pitou Section, Madou District, Tainan City, and the electric room, booster station, and UHV pipelines at the Madou Plant in the unregistered building on the land, including the assets and right of use with respect to in-plant equipment and external conduits. However, the equipment can only be delivered after the specific electrical equipment in the Company's booster station is installed and there is no concern about power utilization. The price of the aforementioned transaction is entrusted to the bank. As of the release date of the individual financial statements, the buyer has remitted the contract amounts of NT$9,735 thousand and NT$25,000 thousand to the aforementioned bank account for price trust of real estate transaction.

7. Intangible assets

  • (1) The changes in the Company's intangible assets - computer software are as follows:
Original cost
Beginning retained earnings
Increase in the period
Decrease in the period - derecognized when due
Balance at the end of the period
Accumulated amortization:
Beginning retained earnings
Amortization in the period
Decrease in the period - derecognized when due
Balance at the end of the period
Carrying amount at the end of period
2023
$181
-
-
181
(88)
(51)
-
(139)
$42
2022
$181
-
-
181
(36)
(52)
-
(88)
$93

(2) There was no impairment of intangible assets of the Company in both 2023 and 2022.

  • 102 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

8. Provisions - current

Provisions-current
Provisions for onerous purchase contracts
(1) Changes of the Company’s provision is as the following:
Estimated provision for
expenses to clean the
landfilled industrial waste in
the plant area and the fine
due to violating the Waste
Disposal Act
2023
Carrying amount at the
beginning of period
$-
Newly added provision in the
period
-
Used in the period
-
Reversal in the period
-
Carrying amount at the end of
period
$-
2022
Carrying amount at the
beginning of period
$370,420
Newly added provision in the
period
-
Used in the period
(12,395)
Reversal in the period
(358,025)
Carrying amount at the end of
period
$-
2023.12.31 2022.12.31
$59,959 $-

Provisions for
onerous purchase
contracts
$-
59,959
-
-
$59,959
$-
45,548
-
(45,548)
Total
$-
59,959
-
-
$59,959
$370,420
45,548
(12,395)
(403,573)
$-
$-

(2) On July 9, 2018, the Company was suspected of landfilling industrial wastes in the plant area, and thus violating the Waste Disposal Act, and was searched by the Tainan District Prosecutors Office (Prosecutors Office hereafter) in conjunction with relevant authorities. In addition, some of the property, plant and equipment and investment properties held by the Company will be seized for recovery. On July 26, the Company received a letter from the Tainan Branch Court, Taiwan High Court, to revoke the aforementioned prohibition of property disposal. Please refer to the explanations under Notes VI.5(5) and VI.6(8) to individual financial statements. On April 8, 2019, the Company received an indictment of a violating the Waste Disposal Act by the Prosecutor’s Office. Twelve people including the company and the Chairman, Mr. Yeh Shuotang, were listed as defendants. The cleaning costs were estimated to be NT$ 1,224,404 thousand (tax included), and the fines was set a maximum amount of NT$ 15,000 thousand. As of the release date of individual financial statements, the case is under trial at Tainan District Court. Based on the results of experts and the price quoted by the relevant vendor, the Company estimated a disposal and handling expense of NT$436,395 for the buried business waste and NT$15,000 thousand for the possible fines with reference to the expert opinion. The disposal and disposal expense difference between the Company's estimate and the estimated amount in the indictment is primarily due to the difference in the weight of the waste converted and the difference in the quotation from the relevant vendors. However, the Company has provided its best estimate of the expenses required to settle this obligation and will review its reasonableness on a regular basis. The said provision for liabilities is expected to be paid in accordance with the waste disposal progress of the vendor after the competent authorities approves the Company's waste disposal plan and claim for release of evidence of preservation from the court. The fines are expected to be paid after the competent authorities determines the fines. The difference between the estimated amount of fines and the Company's fines will be treated as a change in accounting estimate. On September 17, 2019, the Company received a letter of consent principle from the competent authorities for the said waste disposal plan. Aside from the removal of the buried waste area in

  • 103 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

the rezoning project of Tainan City Government, which is due to be completed within one month, the remaining removal shall be completed within 36 months from September 12, 2019. After completion, the competent authorities shall be notified to conduct on-site verification. The Company uses the waste removal deadline determined by the competent authorities and the estimated progress of waste removal by the vendor as the basis for distinguishing between current and non-current liabilities. On July 6, 2021, the Company received a letter from the competent authority in which the authorities generally gave their consent to the Company's waste cleanup report. On July 7, 2021, the competent authority sent its staff to conduct a soil and groundwater inspection at the Company's factory. On October 1, 2021, December 28, and February 11, 2022, the Environmental Protection Administration (“EPA”), Executive Yuan, conducted inspections and reviews for the aforesaid inspections respectively. The Company’s management assessed the waste cleanup progress and estimated that there would be no major expense required to settle such an obligation in the future, so the provision of NT$ 355,025 thousand was reversed in March 2022. Please also refer to Notes 6.17 to the individual financial statements. Furthermore, the Company received a reply from the competent authority on May 10, 2022 that the supporting documents submitted by the Company regarding the digging have been checked and it is confirmed that the waste in this case has been cleaned up and that the data of the tested imported soil was lower than the standards for soil pollution. It was approved based on the review principles and reported to the EPA for review on May 2, 2022. After the case was approved by the EPA, it was removed from the control of the Waste Disposal Case Management System on May 3, 2022.

  • (3) On July 9, 2021, the Company received a judgment from the Taiwan Tainan District Court, which imposed a fine of NT$12,000 thousand on the Company for violating the Waste Disposal Act, and Mr. Shuo-Tang Yeh, the Chairman of the Company, was sentenced to five years and four months in prison. The Company refused to accept the criminal judgment of the first instance by the Taiwan Tainan District Court and filed an appeal according to the law. On September 5, 2022, the Company received the criminal judgment by the Tainan Branch Court, Taiwan High Court, that the Company’s penalty of NT$12,000 thousand for violating the Waste Disposal Act remained the same and that Chairman Shuo-Tang Yeh was sentenced to five years and four months in jail and should be in jail for five years. Chairman Shuo-Tang Yeh refused to accept the criminal judgment of the second instance by the Tainan Branch Court, Taiwan High Court, and filed an appeal in accordance with the law. On December 19, 2022, the criminal judgment by the Supreme Court rejected the appeal. In this regard, the Chairman of the Company, Mr. Shuo-Tang Yeh, initiated relevant judicial relief proceedings, but all were rejected. Later, in November 2022, the Taiwan Tainan District Prosecutor's Office transferred the security deposit of NT$ 12,000 thousand paid by the Company in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court, to the penalty imposed on the Company for violating the Waste Disposal Act, so the provision of NT$ 12,000 thousand was written off, and the overestimate of NT$ 3,000 thousand was reversed. Please also refer to Notes VI.5(5) and VI.6(8) to the individual financial statements for more details.

  • (4) The provisions for onerous purchase contracts in 2022 were made as the decline in raw material prices has resulted in onerous purchase contracts for the Company in 2022 Q2. The Company adopts the fines incurred for the failure to perform such contracts as management’s best estimate to settle such obligations. On September 6, 2022, the Company and the suppliers agreed to adjust the purchase prices, and the Company already perform the revised purchase contracts in September 2022. After evaluation by the Company’s management, the provisions for onerous purchase contracts initially recognized were all reversed in Q3 2022. Please also refer to Note IV.14 of the individual financial statements

  • (5) The provisions for onerous purchase contracts in 2023 were made as the decline in raw material prices has resulted in onerous purchase contracts for the Company in 2022 Q4. The Company adopts the compensation or fines incurred for the failure to perform such contracts as the basis for management’s best estimate of required expenditure to settle such obligations. Please also refer to Note IV.14, V, 2(4) and VI.17 to the individual financial statements for the description.

  • 104 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

9. Long-term borrowings

As stated in Note VI.6(8) of individual financial statements, the Company’s original short-term borrowings of NTD 799,123 thousand was deemed overdue and default, but the Company had signed an agreement with the creditor bank on October 25, 2018 to alter the credit conditions as stopping the use of the original credit facility, and extending the original maturity date of each of the aforementioned borrowing for another year. Interests are paid monthly, and the principal is paid at the maturity. Therefore, the company reclassified the aforementioned short-term borrowings as long-term loans. On September 9, 2019, the Company and the creditor bank entered into a modification agreement to extend the original maturity date of each of the aforementioned loans for another year, with interest payable monthly and principal repaid on maturity. On September 22, 2020, the Company and the creditor bank entered into a further modification agreement to extend the original maturity date of each of the aforementioned loans for another year, with interest payable monthly and principal repaid on maturity. On November 10, 2021, the Company and the creditor bank entered into a modification agreement to extend the original maturity date of each of the aforementioned loans for another year, with interest payable monthly and principal repaid on maturity. The Company repaid the loans in full early on July 1, 2022 and July 4, 2022.

10. Post-employment benefits

(1) Defined benefit plan

  • A. The Company has established employee retirement procedures on the basis of employees’ years of service and expected wages before retirement. Pursuant to the "Labor Standards Act,"a certain percentage of the total monthly wage is contributed for pension reserves, which are allocated to the Labor Pension Reserve Supervision Committee for depositing in the special account and disbursement. Since this pension reserve is completely separated from the Company, it is not included in the individual financial statements.

  • B. The remeasurement of net defined benefit liabilities is recognized in other comprehensive income and the cumulative amount is as follows:

the cumulative amount is as follows:
2023
Amount at the beginning of the period
$6,085
Net re-measurement of the defined benefit
plan
(644)
Amount at the end of period
$5,441
C. Adjustment of the current value of defined benefit obligation and fair value of
2023.12.31
Current value of a defined benefit obligation
$9,386
Fair value of planned assets
(3,423)
Defined benefit liability
$5,963
2022
$4,680
1,405
$6,085
planned assets
2022.12.31
$9,842
(4,372)
$5,470

D. Changes of the current value of a defined benefit obligation

Carrying amount at the beginning of period
Interest expense
Net re-measurement of the defined benefit
liability
Actuarial loss (gain) generated from the
changes of financial assumption
Actuarial gains generated from the
2023
$9,842
138
198
470
2022
$13,305
93
232
(1,478)
  • 105 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

experience adjustment
Benefit paid
(1,262)
Carrying amount at the end of period
$9,386
E. Changes of fair value of planned assets are as following
2023
Carrying amount at the beginning of period
$4,372
Interest income
61
Remeasurement of defined benefit assets, net
Return on plan assets (excluding current
interest)
24
Contribution from employer
228
Benefit paid
(1,262)
Carrying amount at the end of period
$3,423
(2,310)
$9,842
2022
$6,247
44
159
232
(2,310)
$4,372
  • (A) Pursuant to the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund,” the competent authority, in conjunction with the Ministry of Finance, shall commission the Bank of Taiwan to manage the revenues, expenditures, safeguard, and utilization of the Fund, where the safeguard and utilization of the Fund may be commissioned to another financial institution. The scope of Fund utilization shall be as follows: deposit in domestic or foreign financial institutions; borrowing to government agencies in various levels or state-owned enterprises for undertaking economic construction or capital expenditure with compensation or repayable by budgeting on a year-by-year basis; investment in domestic or foreign listed, over-the-counter, or private placement equity securities; investment in domestic or foreign debt securities; investment in publicly or privately placing beneficiary certificates issued by domestic securities investment trust funds, futures trust fund, mutual trust funds or collective trust products; investment in beneficiary certificates, fund shares or investment unit securities issued or managed by foreign fund management institutions; investment in domestic or foreign real estate and its securitization products; investment in domestic or foreign spot commodities; engaging in domestic or foreign financial derivatives transactions; engaging in securities lending. With regard to utilization of the Fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Information on the asset utilization of the Labor Retirement Fund, includes the fund contributions and the rate of return provided by Bank of Taiwan, and the fund asset allocation announced on the website of the Bureau of Labor Funds (BLF), Ministry of Labor, Executive Yuan. Please refer to the website of BLF.

  • (B) As of December 31, 2023 and 2022, the balances of Company’s dedicated account in Bank of Taiwan for depositing pension reserve, was NT$ 3,423 thousand and NT$ 4,372 thousand, respectively.

  • (C) As of December 31, 2023, the defined benefit plan expected to contribute NT$ 233 thousand for 2024.

  • F. The amount of pension expenses recognized as profit and loss and the accounting status are as follows:

2023

2022

  • 106 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

Interest expense
Interest income
Total
$138
(61)
$77
$93
(44)
$49
Operating cost
Selling and marketing expenses
Administrative expenses
Total
2023
$64
4
9
$77
2022
$42
2
5
$49
  • G. The main actuarial assumptions used in determining the current value of defined benefit obligation are as follows:
are as follows:
Discount rate
Expected wage increase rate
2023.12.31
1.20%
3.00%
2022.12.31
1.40%
3.00%

Please refer to Note 5.2(1) of individual financial statements for the sensitivity analysis of the Company's actuarial assumptions if there is a reasonably possible change that affects the amount of net defined benefit liabilities.

  • H. The overview of the maturity of the defined benefit obligation is as following:
Weighted average duration
Maturity analysis of future benefit payment
Within a year
2-5 years
6 years or more
Total undiscounted cash amount
2023.12.31
11 years
$178
1,325
9,196
$10,699
2022.12.31
12 years
$112
1,112
10,421
$11,645

(2) Defined contribution plans

  • A. After the implementation of the "Labor Pension Act" in July 2005, the Company adopted a definite contribution plan. After the implementation, employees may choose to apply the relevant pension provisions of the "Labor Standards Act", or apply the pension system of the Labor Pension Act, while retaining the service years before the Act are applied. For employees subject to this Act, the Company’s monthly contribution rate for the employee pension shall not be less than 6% of the employee’s monthly wage, and the monthly pension contributions will be deposited in the individual dedicated labor pension account of the employee, set up by the Bureau of Labor Insurance. The Company is not liable for the statutory and assumed obligations of paying additional contributions after the monthly contributions are made.

  • B. The amount of pension expenses recognized by the Company as a result of the definite contribution plan is as follows:

2023 2022 Operating cost $1,119 $1,007

  • 107 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

Selling and marketing expenses
Administrative expenses
Total
59
510
$1,688
51
491
$1,549

11. Share capital

Share capital
Balance on January 1, 2022
Balance on December 31, 2022
Balance on January 1, 2023
Balance on January 1, 2023
Registered authorized capital
stock(thousand shares) (Note)

378,800
500,000
500,000
500,000
Issued commonshares,face value pershare NT$10
Numberofshares (inthousands)
281,167
281,167
281,167
281,167
Share capital
$2,811,673
$2,811,673
$2,811,673
$2,811,673
  • Note: The Company adopted the resolution of the AGM on March 23, 2012, to increase the total amount of the authorized share capital to NT$ 5,000,000 thousand, divided into 500,000 thousand shares, each with a face value of NT$ 10, and issuance in installments. The aforementioned amendment to the authorized share capital could not be registered for such change with the Company Act before the amendment. As the Company Act was amended on August 1, 2018, and enforced on November 1, 2018, the change can be directly registered and the change registration procedure was completed on June 28, 2022.

The rights, priorities and restrictions of the common shares issued by the Company are as follows

  • (1) Each shareholder has one vote per share.

  • (2) Distribution of the dividends and bonuses shall be effected in proportion to the number of shares held by each shareholder accordingly.

  • (3) After paying off the debts, the remaining property shall be distributed in proportion to the shares of each shareholder.

12. Earnings distribution and dividend policy

  • (1) Pursuant to the Articles of Incorporation, the annual surpluses concluded by the Company are first subject to taxation and reimbursement of previous losses, followed by a 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any surpluses remaining will be added to unappropriated earnings accumulated from previous years, for which the board of directors will propose an earnings appropriation plan and seek resolution in a shareholder meeting before distribution.

  • (2) The Company’s dividend policy is that the Company shall devise earnings appropriation plans for the amount of distributable earnings calculated above after taking into consideration prospects of the economic environment, future capital requirements, long-term financial plans, and shareholders' needs for cash inflow, and present the proposal for resolution at shareholder meeting. At least 10% of total shareholders' dividends shall be paid in cash, but the Company may choose to pay dividends in shares instead if cash dividends amount to less than NT$0.5 per share.

  • (3) As of the end of 2023 and 2022, the Company only accumulated loss, and thus no earnings to be distributed.

  • Other equity (net amount after tax)

  • 108 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

14. Unrealized valuation loss on financial assets
measured at FVTOCI
Beginning retained earnings
Occurred in the period
Balance at the end of the period
Net operating revenue
Income from product sales
Other operating revenue
Total
Less: sales returns
Sales discounts and allowances
Net operating revenue
2023
$(31,980)
9,859
$(22,121)
2023
$727,187
12,543
739,730
(602)
(437)
$738,691
2022
$(18,121)
(13,859)
$(31,980)
2022
$1,202,552
28,945
1,231,497
(129)
(361)
$1,231,007

The Company’s revenue mainly comes from goods transferred at a certain point of time. The relevant revenue is detailed as follows

(1) Major product/service lines

(1) Major product/service lines
(2) Steel coils
Others
Total
Major regional market
Regions where customers are located
Taiwan
2023
$726,148
12,543
$738,691
2023
$738,691
2022
$1,202,062
28,945
$1,231,007
2022
$1,231,007
  • 109 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

15. Operating costs and expenses

Employee benefit expense, depreciations, and amortisation expenses are aggregated by function as following:

By function
Bynature
2023 2022
As operating
costs
As operating
expenses
Total As operating
costs
As operating
expenses
Total
Employee benefits
expense
Wage expense(Note 1) $20,567 $10,191 $30,758 $18,407 $10,858 $29,265
Labor and health
insurance expense
2,430 1,227 3,657 2,144 1,284 3,428
Pension expense 1,183 582 1,765 1,049 549 1,598
Remuneration to
directors(Note 1)
- 1,257 1,257 - 1,231 1,231
Other employee benefits
expense

943
522 1,465 1,392 808 2,200
Depreciation expense
(Note 2)
34,241 1,421 35,662 103,096 1,783 104,879
Amortization expenses 14 37 51 14 38 52
  • Note 1: (1) Pursuant to the Articles of Incorporation, annual profits concluded by the Company are subject to employee remuneration of 2%-3%, which the board of directors may decide to distribute in cash or in shares. Employees of subsidiaries who meet certain criteria are also entitled to receive this remuneration. Up to 1% of the aforementioned profit may be distributed as directors' remuneration at the discretion of the board of directors. Employee and director remuneration proposals are to be raised for resolution during shareholder meetings. Profits must first be reserved to offset against cumulative losses, if any, before the remainder can be distributed as employee/director remuneration in the above percentages. The said annual profit mentioned shall refer to pre-tax profit before employees’ and directors’ remuneration in the current year. As of the end of 2023 and 2022, the Company only accumulated loss, and thus no employee or director remuneration is estimated.

  • (2) As of the end of 2023 and 2022, the Company only accumulated loss, and thus no employee or director remuneration is distributed.

  • (3) Regarding the information related to the employee or director remuneration approved by the Board of Directors, please inquiry at the MOPS

  • Note 2: The depreciation expenses provided by the Company for 2023 and 2022 were NT$ 37,406 thousand and NT$ 106,623 thousand, respectively. Of which the depreciation expenses for investment properties-leased assets were both NT$ 1,744 thousand, and listed in net other income and expenses.

  • Note 3: (1) The average number of employees at the end of each month of the Company during 2023 and 2022 was 65 and 62, respectively; of which the number of directors who were not currently serving employees were five and six, respectively.

  • (2) The Company's average employee benefit expenses in 2023 and 2022 were NT$ 649 thousand and NT$ 640 thousand, respectively.

  • (3) The Company's average employee wage costs in the 2023 and 2022 were NT$ 530 thousand and

  • 110 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

NT$ 513 thousand, respectively; the average employee wage costs in 2023 were 3.31% more than that in 2022.

  • (4) The Company has established the Audit Committee to replace the functions of supervisors, as required, and thus no remuneration to supervisor.

  • (5) The company's remuneration policy (including directors, managerial officers and employees): The Company's policy for remuneration to directors and managerial officers is based on the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange”, and is determined by the Company’s Remuneration Committee with reference to the standard payment of peer industries with consideration of personal performances, the Company's operational performance and future risks.

For the Company’s policy on remuneration to employees, the wage (basic wage, various subsidies, job allowances, overtime pay and various bonuses) is set based on the common wage levels in the industry, job categories, ranks, academic and industrial background, professional capabilities and responsibilities. The bonuses and wage adjustments depend on the Company’s annual operating profitability and the achievement of the goals set by departments and individuals.

Regarding the remuneration of employees and directors of the Company, please refer to the explanation under Note 1(1).

  1. Other income and expenses, net
16. Other income and expenses, net
17. Investment property- leasing assets
Rent income
depreciation expenses
Net other income and expenses
Non-operating income and expense
(1)Interest income
Interest on bank deposits
(2)Other income
Rent income
Dividend revenue
Other income
Total
2023
$-
(1,744)
$(1,744)
2023
$3,342
2023
$2,418
10,348
862
$13,628
2022
$29
(1,744)
$(1,715)
2022
(1)
(2)
$1,012
2022
$6,236
1,311
1,018
$8,565
  • 111 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

(3) Other gains or losses

Other gains or losses
Gain (loss) on financial assets measured at
FVTPL
Losses on disposals of property, plant and
equipment
Gain on disposal of investment property
Net foreign exchange gains
Gain on reversal of provisions for disposal of
business waste buried in the plants
Gain on reversal provisions for penalty for
violating the Waste Disposal Act
Loss on onerous purchase contract
Other losses
Total
2023
$69,864
(5)
394,777
10,770
-
-
(59,959)
(9)
$415,438
2022
$(11,948)
-
607,524
24
355,025
3,000
-
(4)
$953,621

Please refer to Notes IV.14, V, and VI.8 to the individual financial statements for the details of the cleanup and disposal of business waste buried in the plants and the gain on reversal provisions for penalty for violating the Waste Disposal Act and the loss on onerous purchase contract.

(4) Financial costs

(4)Financial costs
Interest on bank borrowings
18.Other comprehensive income
Composition Items of Other Comprehensive Income
Recognized
duringtheperiod
2023
$-
Reclassification
adjustments of
theperiod
Other
comprehensive
income
2023 2022
$(7,366)
Income tax
benefit(expense)After-tax amount
$-

Other
comprehensive
income
2023
Items that will not be reclassified subsequently to profit or loss:
Re-measurement of the defined benefit plan
Unrealized valuation gains on investments in equity
instruments as at fair value through other comprehensive
income
Total
2022
Items that will not be reclassified subsequently to profit or loss:
Re-measurement of the defined benefit plan
Unrealized valuation losses on investments in equity
instruments as at fair value through other comprehensive
income
Total

$(644)
9,859

$-
-
$(644)
9,859

$129
-
$(515)
9,859
$9,215 $- $9,215 $129 $9,344

$1,405
(13,859)
$-
-
$1,405
(13,859)
$(281)
-
$1,124
(13,859)
$(12,454) $- $(12,454) $(281) $(12,735)

19. Income tax

  • (1) The Company's profit-seeking enterprise income tax settlement and report cases before the 2021 (inclusive) have been approved by the tax collection agency.

  • (2) Major components of income tax expense were as follows:

A. Income tax recognized in profit or loss

2023

2022

  • 112 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

Income tax expense of the period
Income tax expense to be borne for the
period
$-
Land value increment tax
15,099
Deferred income tax expense
100
income tax expense
$15,199
Income tax related to other comprehensive income components
2023
Deferred income tax (gain) expense related to
initially generated temporary difference and
reversal
$(129)
$-
29,324
16
$29,340
2022
$281

B. Income tax related to other comprehensive income components

  • (3) The relationship between income tax expenses and accounting profits:
Accounting profit
Net income before tax of continuing operations
Tax amount based on the tax rate applicable to the
Company
Adjusted item
The effects of income tax from unrecognizable items
on the tax return
Income tax effects of temporary differences
Income tax expense to be borne for the period
Land value increment tax
Deferred income tax expense
income tax expense
2023
$243,417
$48,683
(96,880)
48,197
-
15,099
100
$15,199
2022
$809,997
$162,000
(119,848)
(42,152)
-
29,324
16
$29,340
  • (4) The information of unused tax credit for loss
Year of occurrence
2013
2014
2015
2016
2018
2019
2020
2022
2023(Estimate)
Total
Amount not credited
2023.12.31
2022.12.31
$-
$268,611
86,078
86,078
332,570
332,570
21,430
21,430
44,293
44,293
193,592
193,592
317,827
317,827
80,426
80,426
170,715
-
$1,246,931
$1,344,827
Lastyear for credit
2023.12.31
$-
86,078
332,570
21,430
44,293
193,592
317,827
80,426
170,715
$1,246,931
2023
2024
2025
2026
2028
2029
2030
2032
2033
  • (5) There was no income taxes related to direct credit or debt of equity for 2023 and 2022.

  • 113 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

  • (6) The analysis of the deferred tax assets and liabilities is as following:
2023
Deferred tax assets
Taxation difference from the contributed
pension expense
Deferred tax liabilities
Unrealized foreign currency exchange gain
Tax differences recognized for other
expenses
Total
2022
Deferred tax assets
Taxation difference from the contributed
pension expense
Deferred tax liabilities
Unrealized foreign currency exchange gain
Beginning retained
earnings
Recognized in
comprehensive
income
Recognized in other
comprehensive
income
Balance at the end of
the period
$2,270 $- $129 $2,399

$16
-
$(16)
116
$- $-
116
$16 $100 $- $116
$2,551 $- $(281) $2,270

$-
$16 $- $16
  • (7) Unrecognized deferred tax assets

As of December 31, 2023 and 2022, the amount of income that are not likely taxable not recognized as deferred income tax assets was NT$ 289,133 thousand and NT$ 296,706 thousand, respectively.

20. Non-financial asset impairments

  • (1) The Company treats the regulated assets based on IAS 36 “Impairment of Assets.” December 31, 2023 and 2022, the accumulated impairment balance are detailed as following:
and 2022, the accumulated impairment balance are detailed as following:
Investment Property 2023.12.31
$72,415
2022.12.31
$72,415
  • (2) In Q4 2004, the Company used the net fair value in the evaluation of investment properties-land and houses as the recoverable amount. After appraisal and evaluation, the estimated recoverable amount is lower than the carrying amount, and the difference of NT$ 24,997 thousand is recognized as an impairment loss. Also in Q2, 2014, the aforementioned investment properties-land and houses were evaluated based on the actual price registration information inquired with the announced market price. After the evaluation, the estimated recoverable amount of the land was higher than the carrying amount, and the difference of NT$ 5,997 thousand was reversed. Later, on November 27, 2017, due to the merger of the Company and the subsidiary, this was transferred to the accumulated impairment of the investment properties for NTD 53,415 thousand.

21. Earnings per Share

Basic and diluted earnings per share

Basic earnings per share is calculated by dividing the profit and loss of the company’s common share equity holders by the weighted average number of ordinary shares outstanding in the current period; for diluted earnings per share, the effect of all dilutive potential ordinary shares is adjusted with the profit or loss of the Company's common share equity holders, and divided by the effect of all dilutive potential common shares to adjust the weighted average number of outstanding shares in the current period. The Company had no dilutive potential ordinary shares in 2023 and 2022, so the basic and diluted earnings per share are equivalent, and the calculation is as follows:

  • 114 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

2023
2022
Net income for the holders of the Company’s common
share equity
$228,218
$780,657
Weighted-average shares
281,167 thousand shares
281,167 thousand shares
Basic and diluted earnings per share (after tax) (NTD)
$0.81
$2.78
Adjustment to liabilities from financing activities
Non-cash change
Beginning
retained earnings Cash flows Acquisition
Change of
exchange rate
Balance at the end
of theperiod
2023:None.
2022
Long-term borrowings
(due within a year
included)
$799,123
$(799,123)
$-
$-
$-
2023
2022
Net income for the holders of the Company’s common
share equity
$228,218
$780,657
Weighted-average shares
281,167 thousand shares
281,167 thousand shares
Basic and diluted earnings per share (after tax) (NTD)
$0.81
$2.78
Adjustment to liabilities from financing activities
Non-cash change
Beginning
retained earnings Cash flows Acquisition
Change of
exchange rate
Balance at the end
of theperiod
2023:None.
2022
Long-term borrowings
(due within a year
included)
$799,123
$(799,123)
$-
$-
$-
2022 2022
$780,657
281,167 thousand shares
$2.78

Balance at the end
of theperiod

2023:None.
2022
Long-term borrowings
(due within a year
included)

Beginning
retained earnings
$799,123
$-

22. Adjustment to liabilities from financing activities

VII. Related party transaction

1. Name of related parties and the relationship

Related Party Name Relationship to the Company Shuo-Tang Yeh The Company’s chairman Tsai-Yun Yeh Representative of the Company's corporate director and the Company's President (Note) Chien Shing Construction Co., Ltd. (Chien Shing The two companies share the same chairman. Construction)

Note: Served as the President of the Company since December 21, 2023.

2. Material transaction matters with related parties

(1) Rent income

The Company leases some investment properties to the other related parties, Chien Shing Construction for its use, and thus rent income incurs (the rent is paid semi-annually). Please also refer to Note 6.6 to the individual financial statements for the description.

Other incomes and expense- rent income
2023
$-
2022
$29

(2) Endorsements/guarantees

As of December 31, 2023, the Company's key management personnel, Shuo-Tang Yeh and Tsai-Yun Yeh, act as joint guarantors for the development of import usance letter credits.

(3) Others

On November 23, 2021, the Company fully authorized Chien Shing Construction, another related party, to handle the sale of the land and buildings in Beiyuan Section, North District, Tainan City, which are

  • 115 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

investment properties held by the Company, including the appointment of a third party to conduct a public tender and commission sale, negotiation of commercial terms, lease modification and review, negotiation of contracts, appraisal, receipt of notices and documents, attendance of meetings, and all other matters related to the disposal of the aforementioned investment properties. The Company has authorized the disposal of the aforementioned investment properties until June 30, 2022. Please also refer to Note VI.6(6) to the individual financial statements for the description.

(4) Information of the total remunerations of major management

The aggregated information of the total remunerations paid to major management such as directors, the president, and vice presidents is as following:

president, and vice presidents is as following:
Item
Short-term benefit
2023
$1,257
2022
$1,531

VIII. Pledged Assets

  1. Among the assets as of December 31, 2023 and 2022, the assets provided by the Company as the collaterals for issuance of material purchase L/C to the financial institutions are the followings:
Line Item
Property, plant and equipment
Land
Buildings
Investment Property
Land
Total
2023.12.31
$149,209
5,935
-
$155,144
2022.12.31
$182,341
126
69,123
$251,590
Institution forpledge
Description of
guaranteed debt
(Note)
(Note)
(Note)
(Note)
(Note)
(Note)

Note: The Company repaid its long-term loan to Taiwan Business Bank in July, 2022; however, as of December 31, 2022, the mortgage on the property had not been written off; on December 31, 2023, development of import usance letter of credit for short-term borrowings from Union Bank of Taiwan.

IX. Significant Contingent Liabilities and Unrecognized Commitments

As of December 31, 2023, the Company still have the following significant contingent liabilities and unrecognized commitments not listed in the abovementioned individual financial statements:

  1. The Company has issued an unused letter of credit with a balance of US$9,765 thousand.

  2. The amount of material contract for constructing plants and procuring equipment is NT$ 52,218 thousand (tax included), and NT$ 27,645 thousand was paid (included the accounted payables); NT$ 24,573 thousand must be paid in the future.

  3. X. Loss on Material Disaster

  4. None.

  5. 116 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

XI. Material Events after the Period

None.

XII. Other

1. Capital management.

  • (1) The goal of the Company’s capital management is to ensure the Company’s ability to continue to operate, to continue to provide shareholder returns and other stakeholder benefits, while maintaining the best capital structure to reduce capital costs, and pricing products or services based on relative risk levels, to provide shareholders with sufficient remuneration

  • (2) The Company sets the amount of capital based on the risk ratio, and conducts capital structure management and appropriate adjustments based on changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may adjust the dividends paid to shareholders, reduce capital to refund shareholders with share payments, issue new shares or sell assets to settle debts.

  • (3) The Company conducts capital control based on the ratio of net debt to total capital. The ratio is calculated by dividing net debt by total capital. Net debt is total liabilities minus cash and cash equivalents; total capital is all components of equity (i.e. equity, capital reserve, retained earnings and other equity) plus net liabilities.

  • (4) The Company has no external capital regulations to be observed. The ratio of net debt to total capital of the Company for each period is listed as follows:

the Company for each period is listed as follows:
Total liabilities
Less: cash and cash equivalents
Net liabilities
Total equity
Total capital
Ratio of net liabilities to total capital
2023.12.31
$100,443
(205,087)
-
1,704,484
1,704,484
-%
2022.12.31
$49,509
(479,294)
-
1,466,922
1,466,922
-%
  1. Financial risk management

  2. (1) The Company's main financial instruments include cash and cash equivalents, financial assets measured at fair value through profit and loss, financial assets measured at fair value through other comprehensive income, and receivables and payables arising from operating activities. By using these financial instruments the Company adjusts operating capital requirements, and thus the Company’s operations are subject to a number of financial risks, including market risks (including exchange rate risks, interest rate risks and other price risks), credit risks and liquidity risks . The purpose of the Company's overall financial risk management is to reduce the potential adverse effects of the Company's exposure to financial risks due to changes in the financial market.

  3. (2) The Company’s financial management department is responsible for identifying, evaluating and avoiding financial risks through close communications with the Company’s business units, coordinating access to domestic and international financial markets, and analyzing the risk of risk to manage the company’s operations. Financial risks are supervised and managed by the Board of Directors

  4. (3) Major risks of the Company’s financial instruments are described as following:

  5. 117 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

A. Market risk

The Company's main market risk is the exchange rate risk arising from operating activities such as sales or purchases denominated in non-functional currencies, and the interest rate risk or price risk arising from the transaction of financial instruments.

(A) Exchange rate risk

The Company evaluates and analyzes the overall exchange rate risk, and uses foreign exchange forward contracts for risk management when the recognized assets and liabilities and future commercial transactions are exposed to significant exchange rate risks, within the scope permitted by the policy.

The Company’s non-functional currency-denominated financial assets and liabilities with significant risk of exchange rate fluctuations at the reporting date and sensitivity analysis information are as following. The sensitivity analysis is that for the Company’s non-functional currency-denominated financial assets and liabilities at the reporting date, if NTD appreciates 5% of the relevant foreign currencies, its impact on the net profit before tax or equity, or if it depreciates by 5%, the impact on the net profit before tax or equity in the opposite direction:

Foreign currency
(thousand dollar)
2023.12.31
Financial asset
Monetary items
USD
$186
Non-currency item: none.
Derivative financial instruments:none.
Financial liability
Monetary items
USD
$78
Non-currency item: none.
Derivative financial instruments:none.
Foreign currency
(thousand dollar)
Exchangerate Carrying amount Sensitivity analysis
Change Increase/decrease
of net profit before
tax
Increase/decrease
ofequity
30.63
30.78
$5,687
$2,401
5%
5%
$284
$120
$-
$-


Foreign currency
(thousand dollar)
2022.12.31
Financial asset
Monetary items
USD
$95
Non-currency item: none.
Derivative financial instruments:none.
Financial liability
Monetary items
USD
$78
Non-currency item: none.
Derivative financial instruments:none.
Foreign currency
(thousand dollar)
Exchangerate Carrying amount Sensitivity analysis
Change Increase/decrease
of net profit before
tax
Increase/decrease
ofequity
30.66
30.76
$2,921
$2,390
5%
5%
$146
$120
$-
$-


The amounts of foreign exchange net gain or loss of the currency item (Including realized and unrealized) converted into functional currency, and the information of exchange rate converted

  • 118 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

into the currency expressed in individual financial statements are as follows:

Functional currency
NTD
2023
Foreign
exchange net
gain(loss)
Average
exchange rate
$10,770
-
2022 2022
Foreign
exchange net
gain(loss)
$10,770

Foreign
exchange net
gain(loss)
$24
Average
exchange rate
-

(B) Interest rate risk

The Company's interest rate risks include the fair value interest rate risk of financial instruments with fixed interest rate, and the cash flow interest rate risk of financial instruments with floating interest rate. Fixed interest rate financial instruments are time deposits made by the Company; floating interest rate financial instruments are demand deposits. The Company evaluates and analyzes interest rate risk on a dynamic basis. It maintains an appropriate mix of fixed and floating interest rates to control the exposure of interest rate risk. If the interest rate risk in the future arises significant exposure, within the extent permitted by the policy, it is expected to carry out risk management through forward interest rate agreements.

a. The financial assets and liabilities with fixed and floating interest rates

Fixed interest rate
Financial asset
Financial liability
Net amount
Floating interest rate
Financial asset
Financial liability
Net amount
2023.12.31
$-
-
$-
$203,263
-
$203,263
2022.12.31
$450,000
-
$450,000
$27,899
-
$27,899

b. Sensitivity analysis

For the Company’s financial assets with floating interest rates, if the market deposit interest rate increases by 0.5% on the reporting date, and maintains for a whole fiscal year, when all other factors remain unchanged, the Company will have the net profit before tax for 2023 and 2022 increased by NT$ 1,016 thousand and NT$ 139 thousand, respectively.

(C) Other price risk

The Company possesses the equity securities including financial assets measured at fair value through profit and loss, and financial assets measured at fair value through other comprehensive income, and thus the equity price risk is generated. The Company diversifies such risks by means of investment portfolios, so it is still exposed to equity price risks.

Sensitivity analysis

When the equity price of financial assets measured at fair value through profit and loss and financial assets measured at fair value through other comprehensive income held by the Company increases by 5% on the reporting date, the impact on net profit after tax or equity is as following. If the equity price falls at 5%, the net profit or equity after tax will be impacted in the

  • 119 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

opposite direction:
Profit after tax increased
Financial assets measured at
FVTPL
Increased equity
Financial assets measured at
FVTOCI
2023.12.31
$13,911
$2,579
2022.12.31
$5,255
$2,086

B. Credit risk

  • (A) The Company's credit risks mainly are that the financial assets are impacted from the defaults of counterparty or other party. The impacts include the credit risk concentration, components, contractual amount and other receivables of the Company's financial assets In order to reduce credit risks, the Company’s financial assets, such as bank deposits, financial assets measured at fair value through profit and loss, and financial assets measured at fair value through other comprehensive income are all traded with well-known domestic or international financial or securities institutions. It is a low level of credit risk. For receivables, the Company continues to evaluate the financial positions, historical experience and other factors of the transaction counterparties, and revises the transaction limit and method with individual clients in a timely manner to improve the Company's credit quality to clients. As the Company’s receivables have not exceeded the credit period on the balance sheet date, and the Company mainly trades with bank’s letters of credit, there is no significant credit risk. Meanwhile, after evaluation and analysis, there is no circumstances where the allowance accounts for receivable impairment are required to be provided.

  • (B) The expected credit loss analysis of the Company's accounts receivable is as following:

Carrying amount of
accounts receivable

Reserve matrix
(loss)
Loss allowance (lifetime
ECLs)

2023.12.31: None. 2022.12.31: None.

  • (C) The analysis of the concentration of accounts receivable credit risk is as following
Weight of receivables from top ten
li
2023.12.31
-%
2022.12.31
-%

C. Liquidity risk

The Company manages and maintains sufficient cash and cash equivalents to meet all contractual obligations of operations and reduce the impact of cash flow fluctuations. Bank financing is an important source of liquidity for the Company. The management uses capital structure management, supervision of the use of bank financing limits, and compliance with borrowing contract terms, to ensure the reacquisition of bank financing and thereby reduce liquidity risks.

(A) Credit available from banks’ facilities

2023.12.31

2022.12.31

  • 120 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

Bank borrowing $199,443(Note) $-

Note: It refers to the limit of usance letter of credit for development of import.

(B) Maturity analysis of undiscounted financial liabilities


2023.12.31
Non-derivative financial
liabilities
Note payable
Accounts payable
Other payables
Total
Non-derivative financial
liabilities: none
2022.12.31
Non-derivative financial
liabilities
Note payable
Accounts payable
Other payables
Total
Under 1year
1 year to 2
years

$-

-

-
$-

$-

-
-

$-
2 years to 5
years
$-
-
-
$-
$-
-
-
$-
More than
five years
$-
-
-
$-
$-
-
-
$-
Total
$8,961
1,774
23,451
$8,961
1,774
23,451
$34,186 $34,186
$6,031
204
37,467
$6,031
204
37,467
$43,702 $43,702

Non-derivative financial liabilities: none

(4) Fair value of financial instruments

The carrying amounts of the Company’s financial instruments are the reasonable approximation of fair values

  • A. The methods used for the fair value of financial instruments and the assumptions used when using evaluation techniques

  • (A) The fair value of short-term financial instruments is estimated based on their carrying amount on the balance sheet. As the maturity date of such financial instruments is very short, if the current value of future cash flows is discounted at the market interest rate, it is similar to the carrying amount, and thus the carrying amount of it should be a reasonable basis for estimating the fair value. This method applies to cash and cash equivalents, other receivables, notes payable, accounts payable and other payables.

  • (B) For financial assets measured at fair value through profit and loss and financial assets measured at fair value through other comprehensive income, if there are public quotations from active markets, the market price is the fair value; if there is no public quotation from active markets, other evaluation techniques are used to determine Its fair value.

  • 121 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

B. Fair value hierarchy

All assets and liabilities measured or disclosed at fair value, are classified to their respective fair value hierarchy level based on the lowest level inputs of importance to the overall fair value measurement. Input of each level are as the following:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

For assets and liabilities that were originally measured at fair value on a repetitive basis and recognized on the balance sheet, the classification is reassessed at the end of each reporting period to determine whether there is a transfer between the levels of the fair value hierarchy.

.

(A) Hierarchy of financial instruments measured at fair value and recognized in the balance sheet The Company does not have assets and liabilities measured at fair value on a non-repetitive basis. The fair value level information of assets and liabilities measured at fair value on a repetitive basis is listed below:

2023.12.31
Asset
Financial assets measured at
FVTPL
Equity securities
Financial assets measured at
FVTOCI
Equity securities
Liability: none
2022.12.31
Asset
Financial assets measured at
FVTPL
Equity securities
Financial assets measured at
FVTOCI
Equity securities
Liability: none
Level 1:
$278,225
51,574
$105,090
41,715
Level 2:
$-
-
$-
-
Level 3:
$-
-
$-
-
Total
$278,225
51,574
$105,090
41,715
  • (B) The Company did not have any significant transfers between the level 1 and the level 2 in the fair value hierarchy during 2023 and 2022.

  • 122 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

  • (C) The Company has no change in the fair value measurement at level 3 in 2023 and 2022, nor recognized any profit or loss or other total profit or loss under the comprehensive income due to changes in level 3 fair value for the current period.

  • (D) Evaluation techniques and assumptions used to measure the fair value of financial assets:

  • a. The fair value of financial assets with standard terms and conditions that are traded in an active market is determined by reference to market quotes.

  • b. Other evaluation techniques, to determine the fair value of other financial instruments, such as discounted cash flow analysis.

XIII. Disclosures in Notes

1. Information about significant transactions

The supplementary of the Company’s information for 2023 as following:

  • (1) Lending of fund to others: none

  • (2) Endorsements/guarantees provided to others: none

  • (3) Holdings of marketable securities at the end of the period (excluding investment in subsidiaries, affiliates and joint venture equity): detailed attached table 1.

  • (4) Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: none

  • (5) Acquisition of individual real estate at costs of at least NT$ 300 million or 20% of the paid-in capital: none

  • (6) Disposal of individual real estate at costs of at least NT$ 300 million or 20% of the paid-in capital: Table 2.

  • (7) Purchase or sales with related parties for at least NT$ 100 million or 20% of the paid-in capital: none

  • (8) Receivable from related parties for at least NT$ 100 million or 20% of the paid-in capital: none

  • (9) Derivatives transaction: none.

  • (10) Business relationship and significant transactions between the Company and its subsidiaries: none.

  • Information about investees

Supplementary disclosure of relevant information about these who that directly or indirectly has significant influence, control, or joint venture equity on the Company’s invested company in a non-mainland China area in 2023: None.

3. Information on investments in mainland China

None.

4. Information on main investors

List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder: Table 3.

XIV. Segments Information

  1. The Company only operates on single industry, and the operation decision-makers of the Company assesses and allocate resources based on the overall Company. It is identified that the Company is the only segment shall report. This segment is the processing, manufacturing and trading of stainless steel products. Its technology and marketing strategies are the same, and no separate management is required. Reportable segment profit and loss is measured at the pre-tax operating profit and loss (excluding non-operating income and expenses and income tax expenses) and used as the basis for evaluating performance. This measurement amount is used by the operating decision-maker to determine the allocation of resources for the segment, and to evaluate the performance of the segment. The accounting policies of the operating segment are the same as the summary description of the critical accounting policies described in Note 4 of the individual financial statements.

  2. 123 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

Segments Information
Revenue
Income from external clients
Inter-segment income
Total income
Segment losses
Non-operating income and expense
Net income before tax of continuing operations
Depreciation and amortisation
income tax expense
Non-current assets capital expenditure of segments
2023
$738,691
-
$738,691
$(188,991)
432,408
$243,417
$37,457
$15,199
$18,703
2022
$1,231,007
-
$1,231,007
$(145,835)
955,832
$809,997
$106,675
$29,340
$9,367

Note: The non-current assets capital expenditure of segments excludes the deferred income tax assets and financial instruments.

Asset
Segment assets
Deferred tax assets
Investment- non investment segment
Total asset
Liability
Segment liabilities
Deferred tax liabilities
Defined benefit liability
Total liabilities
2023.12.31
$1,472,729
2,399
329,799
$1,804,927
$94,364
116
5,963
$100,443
2022.12.31
$1,367,356
2,270
146,805
$1,516,431
$44,023
16
5,470
$49,509
  • 124 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d) (In NT$ thousand, unless stated otherwise)

2. Disclosure of the holistic enterprise information

(1) Information by product and service

The analysis of the Company’s major product and service:

Steel coils
Others
Total
2023
$726,148
12,543
$738,691
2022
$1,202,062
28,945
$1,231,007

(2) Information by region

A. The revenue from domestic and overseas external clients:

Regions where customers are located
Taiwan
2023
$738,691
2022
$1,231,007
  • B. The Company’s non-current assets capital expenditure excludes the deferred income tax assets and financial instruments.
financial instruments.
Location of non-current assets
Taiwan
2023.12.31
$473,772
2022.12.31
$516,183

(3) Information on major customers

List of single clients from which the income accounted for 10% of net operating revenue:

Customer
A
B
C
D
2023
$279,189
228,248
(Note)
(Note)
2022
$371,840
275,987
202,499
136,874

Note: The net sales revenue to customer C and D for 2023 are not disclosed because it did not reach more than 10% of the net operating revenue.

  • 125 -

Notes of individual finance statements of Chien Shing Stainless Steel Co., Ltd. (cont’d)

(In NT$ thousand, unless stated otherwise)

==> picture [730 x 339] intentionally omitted <==

  • V. The company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report and their impact on the company’s financial situation: None.

  • 126 -

Seven. A review and analysis of the Company's financial position and financial performance, and a listing of risks

I. Financial situation:

Unit: NT$ Thousand


I.
Financial situation:

Unit: NT$Thousand

Unit: NT$Thousand
Year
Item

2023
2022 Difference
Amount Proportion(%)
Current assets 1,277,182 956,263 320,919 33.56
Property, plant and equipment 368,473 392,032 (23,559) (6.01)
Other assets 10,863 7,827 3,036 38.79
Total assets 1,804,927 1,516,431 288,496 19.02
Current liabilities 94,364 44,023 50,341 114.35
Non-current liabilities 6,079 5,486 593 10.81
Total liabilities 100,443 49,509 50,934 102.88
Share capital 2,811,673 2,811,673 0 0
Capital reserve 0 0 0 0
Retained earnings (1,085,068)
(1,312,771)

227,703
17.35
Total equity 1,704,484 1,466,922 237,562 16.19
The main reasons for significant changes (changes of 20% or more in two periods), their effects and future corresponding plans
(I) The main reasons for changes of 20% or more;
1. Current assets, other assets:
Because the advance for equipment increased in 2023.
2. Current liabilities and total liabilities:
The provisions for onerous purchase contracts recognized by the Company in Q4 2023 were NT$59,959 thousand,
which was generated made as the decline in raw material prices has resulted in onerous purchase contracts. The
Company adopts the compensation or fines incurred for the failure to perform such contracts as the basis for
management’s best estimate of required expenditure to settle such obligations. The management of the Company will
review the reasonableness regularly. As such, our 2023 current liabilities and total liabilities increased.
(II) Their effects and future corresponding plans: We will continue to strengthen the working capital and asset management and
liability structure.

II. Financial performance:

Unit: NT$ Thousand

Year
Item

2023
2022 Increase (decrease)
amount
Change ratio (%)
Net operating revenue
Operating cost
Operating profit (loss)
Operating expenses
Operating profit (loss)
Non-operating income and
expense
Net income (loss) before tax
Income tax benefit (expense)
Netprofit(loss)for theperiod
738,691
(894,525)
1,231,007
(1,340,478)
(492,316)
(445,953)
(39.99)
(33.27)
(155,834)
(31,413)
(109,471)
(34,649)
46,363
(3,236)
42.35
(9.34)
(188,991)
432,408
(145,835)
955,832
43,156
(523,424)
29.59
(54.76)
243,417
(15,199)
228,218
809,997
(29,340)
780,657
(566,580)
(14,141)
(552,439)
(69.95)
(48.20)
(70.77)
(I)
Analysis of the description of increase/decrease changes reaching 20% or more:
1.
The operating revenue, gross profit, and operating income or loss for 2023 declined significantly compared with
the prior year, mainly due to the weakened demand momentum, a drop in international nickel prices, the obstacles
encountered by stainless steel plants to receive orders, a decrease in customer demand, and annual preventive
maintenance of outdated equipment. Gross profit and operating profit and loss also
2.
Net profit before tax in 2023 and net profit for the period decreased year-on-year mainly due to the effects from
the combination of described above.
(II) Expected sales volume and its basis: Not applicable as the Company did not disclose financial forecast information to
the public in 2023.
(III) Possible impact on the Company's future financial operations and corresponding plans: Please refer to "Five.
Operational Overview" in the annual report.
  • 127 -

III. Cash Flow:

(I) Analysis of changes in cash flows for the year:

Unit: NT$ Thousand

Opening cash
balance
Estimated annual net
cash flows from
operating activities

Estimated annual net
cash flows from
investment activities

Estimated annual net
cash flows from
financing activities

Effects of
changes in
exchange
rates
Remaining cash
(deficiency)
amount
479,294 (684,838) 410,663 0 (32) 205,087
Analysis of changes in cash flows for the period:
Thedecline in 2023 from the previous year was mainly due to the decrease in 2023 cash flow from
operating year-on-year.
  • (II) Analysis of remedies for cash deficits and liquidity : Not applicable.

(III) Liquidity analysis for the coming year: Unit: NT$ thousand

Liquidityanaly sis for the coming yea r:Unit: NT$ thousand
Opening cash
balance
Estimated annual net
cash flows from
operating activities
Estimated annual net
cash flows from
investment activities


Estimated annual net
cash flows from
financing activities

Effects of
changes in
exchange
rates
Remaining cash
(deficiency)
amount
205,087 591,350 (17) 0 0 796,420
1. Analysis of expected 2024 cash flow changes:
(1) Operating activities: The Company expects that the steel market in 2024 will be stable and the industry is
expected to generate profits.
(2) Investment activities: Routine production equipment retirement and replacement.
(3) Financing activities: None.
2. Responsive measures and liquidity analysis for expected cash flow deficit: None.

IV. Major capital expenditures in the most recent year and their impact on financial operations: None.

  • V. the Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby,

the plan for improving re-investment profitability, and investment plans for the coming year: None.

VI. Risk evaluation during the most recent fiscal year or during the current fiscal year up to the date of publication of the

annual report:

  • (I) The impact of interest rate, exchange rate changes, and inflation on the Company's profit and loss and future corresponding measures:

  • The interest expense in 2023 was 0.

  • In consideration of costs and timeliness, the Company's raw materials are mainly procured abroad. Due to the fact that the Company's products are all being sold in Taiwan, related personnel have been put in place to observe the trend of exchange rates and capital requirements, while adopting flexible and favorable means to reduce the exchange rate losses caused by exchange rate fluctuations.

  • Impact of inflation on the company's profit and loss: None.

(II) Main reasons and future corresponding measures of policies for engaging in highly risky and highly leveraged investments, lending funds to others, endorsements and guarantees and derivatives transactions: None.

  • (III) Future R&D plans and estimated R&D investment expenses:

  • (IV) Impact on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: None.

  • (V) Impact on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response: None.

  • (VI) Impact on the company's crisis management of changes in the company's corporate image, and corresponding measures to be taken in response: None.

  • (VII) Expected benefits and possible risks associated with any merger and acquisitions, and corresponding measures being or to be taken: None.

  • (VIII) Expected benefits and possible risks associated with any plant expansion, and corresponding measures being or to be taken: None.

  • (IX) Risks associated with any consolidation of sales or purchasing operations, and corresponding measures being or to be taken: None.

  • 128 -

  • (X) Impact upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and corresponding measures being or to be taken: None.

  • (XI) Impact upon and risk to company associated with any change in governance personnel or top management, and corresponding measures being or to be taken: None.

  • (XII) Litigious and non-litigious matters. List major litigious, non-litigious or administrative disputes that: involve the Company and/or any company director (including independent director), the president, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report: On April 8, 2019, the Company received an indictment from the District Prosecutor’s Office for violating the Waste Disposal Act, with the Company and 12 persons listing as defendants including the Company's chairman, Shuo-Tang Yeh. The cleanup cost was estimated at NT$1,224,404 thousand (tax included), with a maximum fine of NT$15,000 thousand. Based on the results of experts and the price quoted by the relevant vendor, the Company estimated a disposal and handling expense of NT$436,395 for the buried business waste and NT$15,000 thousand for the possible fines with reference to the expert opinion. The disposal and disposal expense difference between the Company's estimate and the estimated amount in the indictment is primarily due to the difference in the weight of the waste converted and the difference in the quotation from the relevant vendors. However, the Company has provided its best estimate of the expenses required to settle this obligation and will review its reasonableness on a regular basis. The said provision for liabilities is expected to be paid in accordance with the waste disposal progress of the vendor after the competent authorities approves the Company's waste disposal plan and claim for release of evidence of preservation from the court. The fines are expected to be paid after the competent authorities determines the fines. The difference between the estimated amount of fines and the Company's fines will be treated as a change in accounting estimate. On September 17, 2019, the Company received a letter of consent principle from the competent authorities for the said waste disposal plan. Aside from the removal of the buried waste area in the rezoning project of Tainan City Government, which is due to be completed within one month, the remaining removal shall be completed within 36 months from September 12, 2019. After completion, the competent authorities shall be notified to conduct on-site verification. The Company uses the waste removal deadline determined by the competent authorities and the estimated progress of waste removal by the vendor as the basis for distinguishing between current and non-current liabilities. On July 6, 2021, the Company received a letter from the competent authority in which the authorities generally gave their consent to the Company's waste cleanup report. On July 7, 2021, the competent authority sent its staff to conduct a soil and groundwater inspection at the Company's factory. On October 1, 2021, December 28, and February 11, 2022, the Environmental Protection Administration, Executive Yuan, conducted inspections and reviews for the aforesaid inspections respectively. The Company’s management assessed the waste cleanup progress and estimated that there would be no major expense required to settle such an obligation in the future, so the provision of NT$ 355,025 thousand was reversed in March 2022. Please also refer to Notes 4.14, 5, and 5.17 to the individual financial statements. Furthermore, the Company received a reply from the competent authority on May 10, 2022 that the supporting documents submitted by the Company regarding the digging have been checked and it is confirmed that the waste in this case has been cleaned up and that the data of the tested imported soil was lower than the standards for soil pollution. It was approved based on the review principles and reported to the EPA for review on May 2, 2022. After the case was approved by the EPA, it was removed from the control of the Waste Disposal Case Management System on May 3, 2022.

On July 9, 2021, the Company received a judgment from the Taiwan Tainan District Court, which imposed a fine of NT$12,000 thousand on the Company for violating the Waste Disposal Act, and Mr. Shuo-Tang Yeh, the Chairman of the Company, was sentenced to five years and four months in prison. The Company refused to accept the criminal judgment of the first instance by the Taiwan Tainan District Court and filed an appeal according to the law. On September 5, 2022, the Company received the criminal judgment by the Tainan Branch Court, Taiwan High Court, that the Company’s penalty of NT$12,000 thousand for violating the Waste Disposal Act remained the same and that Chairman Shuo-Tang Yeh was sentenced to five years and four months in jail and should be in jail for five years. Chairman Shuo-Tang Yeh refused to accept the criminal judgment of the second instance by the Tainan Branch Court, Taiwan High Court, and filed an appeal in accordance with the law. On December 19, 2022, the criminal judgment by the Supreme Court rejected the appeal. In this regard, the Chairman of the Company, Mr. Shuo-Tang Yeh, initiated relevant judicial relief proceedings, but all were rejected. Later, in November 2022, the Taiwan Tainan District Prosecutor's Office transferred the security deposit of NT$ 12,000 thousand paid by the Company in July 2022 in accordance with the criminal ruling by the Tainan Branch Court, Taiwan High Court, to the penalty imposed on the Company for violating the Waste Disposal Act, so the provision of NT$ 12,000 thousand was written off, and the overestimate of NT$ 3,000 thousand was reversed. Please also refer to Note IV.14, V, VI.5(5), VI.6(9), and VI.17 to the individual financial statements for the description.

(XIII) Information discloser of cyber security management

1. Cyber security management strategy:

  • 129 -

  • <1> Cyber safety polices

  • a. Corporate security management strategy and framework

In order to effectively implement information security management, the Corporate Information Security Organization applies the management cycle mechanism of Plan-Do- Check-Act (PDCA) to review the applicability and protection measures of information security policies, and regularly reports the performance to the Proprietary Information Protection Committee.

In the “Plan Phase,” the necessary Information Security Management System (ISMS) is established depending on the Company's needs, to reduce the threat of corporate information security from the system, technical and procedural aspects, and establishes the highest-spec confidential information protection services meeting customer need.

During the “Do Phase,” the multi-layer information security safeguard is built, continuously introducing innovative technologies of information security defense, and integrating and internalizing the information security control and management mechanism into the daily operation processes such as soft- and hardware operation and maintenance, and supplier information security management. The information security is systematically monitored, to maintain the confidentiality, integrity and availability of the Company's important assets.

In the “Check Phase,” the system information such as firewalls and emails are monitored, to understand the internal information security status, while the regular information security attack simulations being conducting regularly to improve the crisis management capability.

In the “Action Phase,” the review and continuous improvement are fundamental; supervisions and audits are implemented to ensure the continued effectiveness of information security standard. The improvement actions including information security measures, trainings, and promotions are regularly reviewed and implemented, to ensure that the Company's key confidential information is not leaked

  • b. Concrete management programs

Network security: Building firewall and email system for control, installing antivirus software on each computer, regularly updating system software, strengthening firewall and network controls, to prevent computer viruses from spreading across terminals.

Device security: Building the anti-virus at entrance mechanism, to prevent devices containing malicious software from entering the Company. The anti-virus measures are established depending on the type of computer to reinforce the detection of malware behavior.

Application security: Continuing to enhance the application security control mechanism and integrating such into the development process and platforms.

Enhanced data security protection technology: Individual users have corresponding permissions after logging in to the system, out-mailing control, file and data encryption control and protection, and daily backups.

Educational communications and promotion: Enhancing employees' vigilance against email social attacks, executing suspicious email defense detection, regularly conducting drills for employee identification ability, and enhancing employees' information security awareness.

2. Cyber security risks and countermeasures:

  • <1> Risk and management measures for cyber technological security

The Company has established the basic information security safeguard measures, but it cannot guarantee that the computer system for controlling and maintaining the Company's manufacturing, operations, and accounting, among other key corporate functions may completely prevent any third-party paralyzing network system from disrupting the Company's operations and damaging to the Company's reputations. When under a serious cyber attack, the Company's system may lose key company information, and the production lines may also be affected. By continuously reviewing and evaluating the information security regulations and procedures, the Company ensures their appropriateness and effectiveness; provided it cannot guarantee that the Company will not be affected by emerging risks and attacks amid the evolving information security threats. Cyberattacks may also attempt to steal the Company's trade secretes and other confidential information, such as the proprietary information of customers or other stakeholders, and the personal information of the Company's employees.

The Company has been attacked in the past because the devices containing malware were purchased and installed, and it may face similar attacks in the future. In order to prevent and reduce the damage resulted from such attacks, the Company has implemented relevant improvement measures, and continued to update such, for instance, establishing the anti-virus at entrance mechanism for machines, to prevent machines containing malicious software from entering the Company; reinforcing the network firewalls and network control to prevent the spread of computer viruses across machines and plants; building endpoint anti-virus measures depending on computer types; introducing advanced solutions to detect and treat malware; designing and developing information

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security-enhanced personal computers for employees to use; designing and developing the cloud-based application security policies; introducing new technologies to enhance data protection; reinforcing phishing email detection; establishing an integral automated information security operation and maintenance platform, and regularly performing employee vigilance tests, while commissioning external experts to perform information security appraisal. Although the Company continues to strengthen its information security protection measures, but no guarantee that the Company will be free from malicious software and hacker attacks.

In addition, the Company needs to share some highly sensitive and confidential information to some third-party system providers that provide the Company with related services. Despite that the Company requires the third-party service providers to comply with confidentiality and network security regulations in the service contracts entered, there is no guarantee that every third-party service provider will strictly comply with these obligations. The internal network systems maintained by the above-mentioned service providers and their contractors, and external cloud computing networks (such as servers) are also exposed to risk of cyber attacks. If the Company or its service providers cannot solve the technical problems caused by these network attacks in a timely manner, or ensure the integrity and availability of the data of the Company (as well as these of the customers or other third-parties), or control the Company or services providers’ computer system, all these may seriously compromise the Company's commitment to customers and other stakeholders, and the Company's operating results, financial position, prospects and reputation may also be materially and adversely impacted.

3. Major IT security incidents:

In July 2013, the Company’s email system was hacked; the email system couldn’t operate normally, and some PCs also malfunctioned. The reason for the virus infection was that the Company's old mail server was an old simple system with poor protection capability, unable to effectively prevent spam, virus spread and hacker attacks. Therefore, the paralyzed system affected the operation of receiving and sending mails. The Company has already taken improvement measures in July 2013, and urgently purchased a new mail server system with better protection for a total of NT$110,000. While no material loss was suffered in terms of operation and production, with this information security lesson, the Company has made appropriate budgets annually to strengthen the information technology security of system software and hardware. Provided, there is no guarantee that the Company is free from malicious software attacks.

VII. Other important matters: None.

  • Eight. If any of the situations listed in Article 36, paragraph 2 subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.

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Chien Shing Stainless Steel Co., Ltd.

Chairman: Shuo-Tang Yeh