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CWP AGM Information 2021

Sep 14, 2021

51966_rns_2021-09-14_afbe76f4-a327-4457-beb4-493de4b81cef.pdf

AGM Information

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Century Wind Power Co., Ltd.

2021 Annual General Shareholders’ Meeting Minutes

(Translation)

Time: 10 am on July 26,Monday, 2021

Venue: No.1119, Sec. 1, Zhongshan Rd., Guanyin Dist., Taoyuan City (meeting room on 4F)

Attending Shareholders: 80,625,993 shares were represented by the shareholders and proxies present which amounted to 80.62% of the Company’s 100,000,000 issued and outstanding shares.

Directors Present: Lai, Wen-Hsiang, Representative of Century Iron and Steel Industrial

Co., Ltd. (Director),

Chin, Chia-Hong, Representative of Chang De Management Consulting Corporation. (Director) Lai, Chun-Cheng (Director), Lai, Huei-Hua (Director), Huang, Chong-Chou(Independent Director & Convener of Audit Committee)

Attendees: Hung, Mao-Yi (CPA, EY)

Chairman: Lai, Wen-Hsiang

Recorder: Huang,Zhi-Xuan

  • I. As the number of shares represented by attending shareholder has reached the required quorum for shareholders’ meeting, the chairman declares the shareholders’ meeting begins

  • II. Chairperson Remarks: (Omitted)

Report Items

Case 1 (proposed by the board meeting)

Description: 2020 business report; please review.

Explanation: Please refer to Annex I of this handbook for the 2020 business report.

Case 2 (proposed by the board meeting)

Description: 2020 Audit Committee’s Review Report; please review.

Explanation: Please refer to Annex II of this handbook for the 2020 Audit Committee’s Review Report.

Case 3 (proposed by the board meeting)

Description: Distribution of employees’ remuneration for 2020; please review.

Explanation: The company made a profit of NT$929,120,010 in 2020, and the employees’ remuneration of 1.2%, or NT$11,149,440 was allocated.

Case 4 (proposed by the board meeting)

Description: Distribution of cash dividend from earnings for 2020; please review. Explanation: 1. In accordance with the articles of association of the company and the Company Act, the board meeting was authorized to pass a resolution to distribute cash dividends, which shall be reported to the shareholders’ meeting. In addition, the chairperson is authorized to determine the exdividend date, payment date and other related matters.

  1. On February 22, 2021, the board meeting of the company passed a resolution to distribute a cash dividend of NT$500,000,000 in total and NT$5 per share. The chairperson set the ex-dividend date as April 3, 2021, and the dividend payment will complete on April 23, 2021.

Case 5 (proposed by the board meeting)

Description: Revision of some articles of the company’s “Rules of Procedure of Board Meetings”; please review.

Explanation: The company plans to revise some articles of the company’s “Rules of Procedure of Board Meetings” to comply with the law and for the setup of the Audit Committee. Please refer to Annex III of this handbook for the comparison table of the articles before and after the revision.

2

Recognition Items

Case 1 (proposed by the board meeting)

Description: 2020 business report and financial statements; please recognize.

  • Explanation: 1. The financial statements and consolidated financial statements of the company for 2020 have been audited by Ching-Biao Cheng and MaoYi Hung, accountants of Ernst & Young. Together with the business report, they were submitted to the Audit Committee for review. The review was completed and the review report is issued accordingly for record.

  • For the business report, please refer to Annex I of this handbook; for the independent auditors’ report and financial statements, please refer to page Annex IV of this handbook.

Voting Results:

Shares represented at the time of voting: 80,625,993

Voting Results Voting Results % of the total represented
sharepresent
Votes in favor 80,623,993 votes 99.99%
Votes against 0 votes 0.00%
Votes invalid 0 votes 0.00%
Votes abstained 2,000 votes 0.00%

The proposal was approved after voting.

Case 2 (proposed by the board meeting)

Description: Earnings distribution for 2020; please recognize.

Explanation: The company’s 2020 earnings distribution scheme was approved by theboard meeting on February 22, 2020 and submitted to the Audit Committee for audit. Please refer to Annex V of this handbook.

Voting Results:

Shares represented at the time of voting: 80,625,993

Voting Results Voting Results % of the total represented
sharepresent
Votes in favor 80,623,993 votes 99.99%
Votes against 0 votes 0.00%
Votes invalid 0 votes 0.00%
Votes abstained 2,000 votes 0.00%

The proposal was approved after voting.

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Discussion Items

Case 1 (proposed by the board meeting)

Description: Proposal to revise some of the articles of the company’s “Procedures for Acquisition or Disposal of Assets”; please discuss.

Explanation: For the actual needs of the company, it is proposed to revise some of the articles of the company’s “Procedures for Acquisition or Disposal of Assets”. For the comparison table of the articles before and after the revision, please refer to Annex VI of this handbook.

Voting Results:

Shares represented at the time of voting: 80,625,993

Voting Results Voting Results % of the total represented
sharepresent
Votes in favor 80,623,993 votes 99.99%
Votes against 0 votes 0.00%
Votes invalid 0 votes 0.00%
Votes abstained 2,000 votes 0.00%

The proposal was approved after voting.

Case 2 (proposed by the board meeting)

Description: The company intends to apply for the listing of its shares; please discuss. Explanation: 1. For the sustainable development of the company and the attraction of

  • professionals, the company will apply with the “Taiwan Stock Exchange” for share listing at the right time.

  • It is proposed that the chairperson of the board be authorized to handle the time for submission of the share listing application and related matters in accordance with relevant laws and regulations.

  • Voting Results:

Shares represented at the time of voting: 80,625,993

Voting Results Voting Results % of the total represented
sharepresent
Votes in favor 80,623,993 votes 99.99%
Votes against 0 votes 0.00%
Votes invalid 0 votes 0.00%
Votes abstained 2,000 votes 0.00%

The proposal was approved after voting.

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Case 3 (proposed by the board meeting)

Description: Cash capital increase for the public underwriting of initial public (OTC) offering, and the full abandonment of subscription by original shareholders; please discuss.

  • Explanation: 1. In order to comply with the need for public underwriting after the competent authority approves the initial public (OTC) offering of the company’s shares, it is proposed to issue new shares from cash capital increase at an appropriate time as the source of new shares for public underwriting before the initial public (OTC) offering.

  • In accordance with Article 267, paragraph 1 of the Company Act, 10% to 15% of the total number of new shares to be issued will be reserved for the subscription of employees. For the part abandoned by employees, it is proposed that the chairperson be authorized to negotiate with specific persons for a full subscription.

  • Except for the portion reserved for employee subscription as mentioned in the preceding paragraph, it is proposed that the shareholders’ meeting shall, in accordance with Article 28-1, paragraph 2 of the Securities and Exchange Act, exclude the provision of Article 267, paragraph 3 of the Company Act that the original shareholders shall fully subscribe the remaining shares, and the original shareholders shall give up the subscription and the remaining shares shall be fully allocated for public underwriting before the initial public (OTC) offering.

  • The rights and obligations of the new shares issued by this capital increase are the same as those of the outstanding ordinary shares.

  • If any revision is required of the main contents (including the issue price, actual issue quantity, issue conditions, underwriting method, planned items, amount to be raised, expected progress and benefits that may be generated, etc.) as well as all other matters related to the issue plan due to the provisions of laws and regulations or the approval of the competent authority, or the response to operation evaluations or the needs of the objective environment, it is proposed that full authorization be given to the board meeting to handle such matters.

  • It is proposed to authorize the chairperson to, on behalf of the company during the actual public underwriting process, sign the underwriting contract, collect the share subscription contract and related contracts, and determine the payment period, ex-date of the capital increase and other related matters for the issuance of new shares from this cash capital increase.

    • Voting Results:

Shares represented at the time of voting: 80,625,993

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Voting Results Voting Results % of the total represented
sharepresent
Votes in favor 80,623,993 votes 99.99%
Votes against 0 votes 0.00%
Votes invalid 0 votes 0.00%
Votes abstained 2,000 votes 0.00%

The proposal was approved after voting.

Extemporary Motions: None

Meeting Adjourned: July 26, 2021 at 1025am.

(This 2021 Annual General Shareholders’ Meeting Minutes only recorded the main points of the meeting. All details and content of agenda, procedure and shareholders’ speeches shall refer to video records.)

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[Annex 1]

Century Wind Power Co., Ltd.

2020 Business Report

The development of global offshore wind power is unstoppable. The government has also stepped up its efforts in industrial and economic transformation, and launched the policy requiring the “localization” of industries to assist Taiwanese manufacturers to invest in the wind power supply chain. Underwater infrastructure is one of the important projects that needs to be localized in 2021.

The company takes a positive and pragmatic attitude towards the implementation of the project. In addition to considerations of production cost and progress, the environmental safety and health and quality requirements are the goals which the company strives to achieve when carrying out the project.

2020 is the initial harvest period of the company since its establishment in 2017. The company has joined the supply chain production for the underwater foundation of network wind farms before 2023. Among them, the manufacturing of the 81 foundation piles signed with Ørsted in May, 2019, started in May, 2020, and the manufacturing was fully completed in 2020. At the same time, the manufacturing of the 62 casing-type underwater foundation structures signed with CIP (Copenhagen Infrastructure Fund) in October, 2018, officially started in July, 2020. At present, the production line has already started production. In addition, the manufacturing of the 69 foundation piles for CIP Zhangfang West Island is expected to start in February 2021, and the materials will be put into production after they arrive at the plant in May

Regarding the future orders of new projects, the company will actively strive for order confirmation and contract signing with the Hailong wind farm (300MW) and the Taipower Phase II wind farm (300MW) which will be connected in 2024. At the same time, the company has successively negotiated with post-2025 potential customers, including competitive wind farms and block-development wind farms about production capacity and cooperation. The company will also adhere to the goal of optimizing production capacity and maximizing the company’s revenue, and actively strive for orders of the next stage.

The summary report of the company’s business results for 2020 and business plan for 2021 is as follows:

I. 2020 Business Results

(I) Implementation Results of Business Plan

The net operating income in 2020 was NT$2,494,630 thousand, an increase of 2,537.53% compared with NT$94,582 thousand in 2019, which is mainly due to the start of the manufacturing of 81 foundation piles signed by Ørsted in 2020 (the manufacturing has been completed and the foundation piles are waiting for the buyer’s collection) and 62 casing-type underwater foundation structures of Zhangfang West

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Island.

  • (II) Budget Implementation Status

Not applicable as there is no public financial forecast for 2020.

  • (III) Financial Income and Expenditure and Profit Analysis

  • The operating income, operating cost and operating gross profit of 2020 are as follows:

Annual net operating income: NT$2,494,630 thousand.

Annual operating cost: NT$1,485,711 thousand.

Annual gross profit: NT$1,008,919 thousand.

  1. The operating expenses, non-operating income and non-operating expenditure of 2020 are as follows:

Annual operating expenses: NT$71,982 thousand.

  - Annual non-operating income (expenditure): NT$(12,463) thousand.
  1. The net profit before tax in 2020 is NT$924,474 thousand.

    • The net profit after tax in 2020 was NT$768,161 thousand, and the net profit after tax per share is NT$8.09.
  2. (IV) Research and Development Status

The company is mainly engaged in offshore wind power underwater foundation manufacturing and project management services (including quality control and cost control). While continuing to carry out existing projects, in the future the company will continue to develop the super-large-diameter pile structure rounding technology of offshore wind turbine underwater foundations, large assembly technology of casing-type underwater foundations, and the establishment of relevant quality control systems, so as to facilitate the development of products that meet the requirements of developers. The future product development plan and technical direction are as follows: The development of quality control systems and inspection technology of underwater foundation transition sections, rolling technology of super-large-diameter pile structures, and large assembly technology of casing-type underwater foundations.

II. Summary of 2021 Business Plan

  • (I) Business

In the future, the product direction will be the manufacturing of casing-type underwater foundations and foundation piles. However, there are also developers and contractors negotiating with our company about single-pile underwater foundation projects. The main product markets (manufacturing of casing-type underwater foundations and foundation piles) and the single-pile underwater foundation structure market are described below.

Potential new projects in major product markets:

According to the relevant planning of the selection measures, bidding and blockdevelopment of the Energy Bureau of the Ministry of Economic Affairs, currently

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the potential new projects in each year are as follows:

Network wind farms in 2024 (wind farms under selection measures): The wind farms in this stage include the Hailong wind farm, the Taipower Phase II wind farm and the Zhongneng wind farm. Since the shareholder of the

Zhongneng wind farm is China Steel, and its subsidiary Sing Da Marine Structure is also an underwater foundation manufacturer, the company only strives for the orders from the Hailong wind farm and the Taipower Phase II wind farm. The Hailong wind farm is expected to have 21 casing-type underwater foundations and 63 foundation piles. At present, our company has entered the final bidding stage, and it is expected that we will win the priority/exclusive supplier right from March to June in 2021, and confirm the order and sign the contract in the same year. The company has won the priority supplier right for the Taipower Phase II wind farm and is expected to sign a formal contract before March 2021.

Network wind farms in 2025 (wind farm bidding):

The wind farms in this stage include the Ørsted Big Changhua and Hailong Phase II wind farms. It is estimated that there will be a capacity of about 1.6 GW piles in total, for more than 110 underwater foundations. Although the wind farms at this stage are bidding-based without the requirement for localization, the two owners have discussed with the company, and it is expected that the bidding invitation document will be officially sent in early 2021. The company will also adhere to the direction of reasonable profits and competitiveness to strive for orders at this stage.

  • Network wind farms in 2026 (block development wind farms):

At present, the Energy Bureau of the Ministry of Economic Affairs has announced several versions of the rules for block-development wind farms after 2026. It is expected that the rules for this stage will be officially announced before the end of 2020, and the selection and installation capacity allocation for 2026 and 2027 will be carried out before the middle of 2021. At present, major developers and contractors have actively contacted the company to discuss various potential strategic cooperation programs. Further in-depth discussions are expected in early 2021.

(II) Operation

In 2021, the company will mainly focus on the implementation of 69 foundation piles and 16 underwater foundations in the first phase of the 62 casing-type underwater foundation structure project in Zhangfang West Island.

Based on the successful experience of implementing 81 piles of Ørsted in 2020, the company will continue to implement 69 piles of Zhangfang West Island on schedule with high quality.

The most important operation project in 2021 will be the implementation of 16 underwater foundations in the first phase of the 62 casing-type underwater infrastructure project in Zhangfang West Island. The 16 underwater foundations are expected to be completed and delivered by the end of the year.

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In addition, the company’s construction of the second and third phase plants of the Taipei Harbor South Terminal will be one of the main operation projects. It is expected that the construction will be completed and the user license will be obtained between June and September 2021.

III. Future Development Strategy of the Company

In the future, the company will continue to adhere to the sustainable business philosophy of “safety, quality, responsibility, honor, performance and innovation”, implement the 5S management responsibilities of “sorting, rectification, cleaning, hygiene and selfcultivation”, strengthen internal management, and establish the concept of costeffectiveness for all staff in the hope to create maximum benefits with minimum costs, establish an excellent reputation and core competitiveness. The future development strategies and action plans are formulated accordingly as follows:

  • (I) Business Development Strategy

  • Because the specifications and quality assurance requirements of offshore wind power underwater foundation products are different from those of existing steel products in the market, the company intends to continuously accumulate its own manufacturing capacity for offshore wind power underwater foundations, comply with the government’s development policy for offshore wind farms, actively strive for orders for other domestic offshore wind farms, and seek stable long-term cooperation.

  • Due to the large size of offshore wind power underwater foundations, it is impossible to transport it on regular roads. Therefore, the prerequisite for the proper manufacturing site is that it must be equipped with a large hinterland and heavy cargo wharf to facilitate nearby loading and sea loading after assembly and production. In order to strive for business opportunities for the manufacturing of offshore wind power subsea bases, the company has rented a port at Taipei Harbor and its hinterland as the production base for underwater bases to facilitate manufacturing, storage and transportation, so as to support the national policy with practical actions, and create more diversified business opportunities for the company.

  • Comply with government agencies to promote the alternative energy policy, and actively invest in the development of relevant offshore wind power to improve market share and maintain stable revenue sources.

  • (II) Manufacturing Strategy:

  • Add production equipment (especially for semi-automatic production) to improve production capacity, plan and improve the configuration of production flow and production equipment, so as to improve production equipment mobility and production efficiency.

  • Continuously review and improve construction methods to improve

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efficiency, reduce cost, shorten project duration and improve competitiveness.

  1. Provide technology training to quality control testing personnel, and introduce high-precision instruments and equipment accordingly to maintain the quality level and detection efficiency of products.

  2. As regards the promotion of labor safety, continue to promote occupational safety and health and obtain certification, and effectively reduce occupational disasters and achieve sustainable operation of the company through continuous improvement of the labor environment.

IV. Impact of External Competition Environment, Regulatory Environment and Overall Operating Environment

In view of the external competition environment, as the business prospect of wind farms up to 2024 is still protected by the localization policy, there is not too much external competition. Especially for casings used for underwater foundations, there are only two local manufacturers, and there is not much competition. Although there are 4 to 5 local manufacturers of foundation piles, the company is the first local manufacturer to have completed a pile project, and therefore has a very good competitive advantage.

There is no obvious negative impact on business or operation due to changes in the legal environment. However, based on the published draft of its measures for block development to be announced in the first quarter of 2021, the Ministry of Economic Affairs will still set the localization requirement for wind farms after 2026, and this is considered a positive impact.

In view of the overall operating environment, the rise of the steel price has generally caused an impact on related industries. However, for the company, the materials for all projects under implementation have been ordered; for projects pending implementation, the company will also find a better time to order materials.

For new business, the rise of steel price will be reflected in the price quotation and negotiation.

The business results of 2020 and the outline of the business plan for 2021 are hereby reported as above. We will still maintain a rigorous and positive spirit and attitude, implement all the business strategies and plans of the company, and strengthen the quality of decision-making and adaptability, so as to make the company more competitive and create new opportunities and achieve good results.

Chairperson: Wen-Hsiang Lai Manager: Jien-Cheng Li Accounting Director: Wan-Ling Liao

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[Annex II]

Century Wind Power Co., Ltd.

Audit Committee Review Report

The board of directors prepared and submitted the company’s business report, financial statements and earnings distribution proposal for 2020. The financial statements for 2020 were already audited by Ernst & Young, and the Independent Auditor’s Report was issued accordingly. The above-mentioned business report, financial statements and earnings distribution schedule for 2020 have been reviewed by the Audit Committee, with no discrepancy detected. Therefore, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; kindly review and approve.

To

2021 general shareholders’ meeting of Century Wind Power Co., Ltd.

Century Wind Power Co., Ltd. Convener of Audit Committee: Chung-Chiu Huang

February 22, 2021

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[Annex III]

Century Wind Power Co., Ltd.

Comparison Table of Revised Articles of the “Rules of Procedure of Board Meetings”

Article
amended
Article after amendment Original article Explanation
of
amendment
Article 17 Other than the matters in paragraph 1
of Article 12 which shall be submitted
to the board meeting as discussion
items, the board of directors of the
company may authorize the
chairperson to exercise the functions
and powers of the board of directors in
accordance with laws and regulations
or the articles of association; the
content of authorization is as follows:
I. Review and approval of all
important contracts.
II. Review and approval of real
estate mortgage loans and other
loans.
III. Review and approval of
purchase and disposal of general
assets and real estate of the
company.
IV. Approval of annual budget and
review of annual final accounts.
V. Short-term investment (including
stocks, funds, bonds, beneficiary
certificates, etc.).
VI. Fund scheduling (including
drawdowns within the loan
limit).
VII. Appointment of directors and
supervisors of investee
companies.
VIII. Review and approval of the
ex-date of capital increase or
decrease and of cash dividend
distribution.



Other than the matters in paragraph 1
of Article 12 which shall be submitted
to the board meeting as discussion
items, the board of directors of the
company may authorize the
chairperson to exercise the functions
and powers of the board of directors in
accordance with laws and regulations
or the articles of association; the
content of authorization is as follows:
I. Review and approval of all
important contracts.
II. Review and approval of real estate
mortgage loans and other loans.
III. Review and approval of purchase
and disposal of general assets and real
estate of the company.
IV. Approval of annual budget and
review of annual final accounts.
V. Short-term investment (including
stocks, funds, bonds, beneficiary
certificates, etc.).
VI. Fund scheduling (including
drawdowns within the loan limit).
VII. Appointment of directors and
supervisors of investee companies.
VIII. Review and approval of the ex-
date of capital increase or decrease and
of cash dividend distribution.
IX. Selection and dismissal of the
company’s independent auditor.
X. Evaluation of internal auditors and
their work performance.
XI. Evaluation of the internal control
system of the company.

In
compliance
with the
establishmen
t of the
Audit
Committee,
some of the
functions
and powers
authorized
by the board
of directors
to the
chairperson
are deleted,
and such
functions
and powers
shall be
exercised by
the Audit
Committee

13

Article
amended
Article after amendment Original article Explanation
of
amendment
Article 19 These rules were established on
December 18, 2019
The first revision was made on
September 23, 2020
The second revision was made on
January 29, 2021
These rules were established on
December 18, 2019
The first revision was made on
September 23, 2020
The revision
date and
number are
added

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[Annex IV]

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[Annex V]

Century Wind Power Co., Ltd. 2020 Earnings Distribution Table

Unit: NT$

Unit: NT$
Item Amount
Undistributed earnings at the beginning of the
period

0
Plus: net profit after tax in 2020 768,161,896
Less: 10% as legal reserve (76,816,190)
Earnings available for distribution this year 691,345,706
Allocation items
Dividend to shareholders - cash dividend (NT$5
per share)
500,000,000
Undistributed earnings at the end of the period 191,345,706

Note: The current cash dividend is calculated according to the distribution proportion up to NT$1, and the amount less than NT$1 is rounded off. The total of the amounts less than NT$1 is included in the company’s other income.

Chairperson: Wen-Hsiang Lai Manager: Jien-Cheng Li Accounting Director: Wan-Ling Liao

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[Annex VI]

Century Wind Power Co., Ltd.

Comparison Table of Revised Articles of the “Procedures for Acquisition or Disposal of Assets”

Article
amended
Article after amendment Original article Explanation
of
amendment
Article 10

Procedures for Acquisition or
Disposal of Real Estate or Its
Right-of-use Assets from Related
Parties
first item is omitted.
II. Assessment and operation
procedure
If the company acquires or
disposes of real estate or its right-
of-use assets from a related party,
or acquires or disposes of assets
other than real estate or its right-
of-use assets with a related party,
and the transaction amount
reaches more thanNT$100
million,other than trading
domestic government bonds or
debts with repurchase or resale
conditions, and subscription to or
redemption of money market
funds issued by domestic
securities investment trust
enterprises, the following
information shall be submitted to
the Audit Committee and
approved by more than half of its
members, and further submitted to
the board meeting for resolution
before the transaction contract can
be signed and the payment can be
made:
(I) The purpose, necessity and
expected benefits of acquisition or
disposal of the assets.
(II) Reasons for selecting the
related party as the trading
counterparty.
(III) For acquisition of real estate
or its right-of-use assets from a
relatedparty,evaluate the
Procedures for Acquisition or Disposal of
Real Estate or Its Right-of-use Assets from
Related Parties
first item is omitted.
II. Assessment and operation procedure
If the company acquires or disposes of real
estate or its right-of-use assets with a
related party, or acquires or disposes of
with a related party assets other than real
estate or its right-of-use assets, and the
transaction amount reaches more than20%
of the paid-in capital of the company or
10% of the total assets or NT$300 million,
other than trading domestic government
bonds or debts with repurchase or resale
conditions, and subscription to or
redemption of money market funds issued
by domestic securities investment trust
enterprises, the following information shall
be submitted to the Audit Committee and
approved by more than half of its
members, and further submitted to the
board meeting for resolution before the
transaction contract can be signed and the
payment can be made:
(I) The purpose, necessity and expected
benefits of acquisition or disposal of the
assets.
(II) Reasons for selecting the related party
as the trading counterparty.
(III) For acquisition of real estate or its
right-of-use assets from a related party,
evaluate the rationality of the
predetermined trading conditions in
accordance with the provisions of items (I)
and (IV) of paragraph III
of this article.
(IV) The original acquisition date and price
of the related party, and the trading
counterpartyand its relationshipwith the


The
transaction
amount of a
related party
was revised
in
compliance
with
company
operation

37

Article
amended
Article after amendment Original article Explanation
of
amendment
rationality of the predetermined
trading conditions in accordance
with the provisions of items (I)
and (IV) of paragraph III
of this article.
(IV) The original acquisition date
and price of the related party, and
the trading counterparty and its
relationship with the company and
the related party, etc.
(V) A forecast statement of cash
receipts and payments for each
month of the next year from the
beginning of the contract month,
and an assessment of the necessity
of the transaction and the
rationality of the use of funds.
(VI) The appraisal report issued by
a professional appraiser or the
opinion of an accountant which is
obtained in accordance with this
article.
(VII) Restrictions and other
important agreements of this
transaction.
The third and fourth items are
omitted.
For the acquisition or disposal of
real estate right-of-use assets or
equipment or its right-of-use
assets for business purposes
between the company and the
parent company or a subsidiary, or
between subsidiaries which the
company directly or indirectly
holds 100% of the issued shares or
capital, the board of directors may
authorize the chairperson to
approve within a limit ofNT$100
millionin advance, and then have
the approval submitted to the next
board meetingfor ratification.

company and the related party, etc.
(V) A forecast statement of cash receipts
and payments for each month of the next
year from the beginning of the contract
month, and an assessment of the necessity
of the transaction and the rationality of the
use of funds.
(VI) The appraisal report issued by a
professional appraiser or the opinion of an
accountant which is obtained in accordance
with this article.
(VII) Restrictions and other important
agreements of this transaction.
third and fourth items are omitted.
The acquisition or disposal of real estate
right-of-use assets or equipment or its
right-of-use assets for business purposes
between the company and the parent
company or a subsidiary, or between
subsidiaries which the company directly or
indirectly holds 100% of the issued shares
or capital, the board of directors may
authorize the chairperson to approve within
a specified limitin advance, and then have
the approval submitted to the next board
meeting for ratification.

38

Article
amended
Article after amendment Original article Explanation
of
amendment
Article 19 The procedures were established
onJune 28, 2019
The first revision was madeon
June 5, 2020
The second revision was madeon
November 4, 2020
The third revision was made on
May 28, 2021
The procedures were establishedonJune
28, 2019
The first revision was madeonJune 5,
2020
The second revision was madeon
November 4, 2020
The revision
date and
number are
added

39