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EGAT — AGM Information 2023
Jul 11, 2023
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AGM Information
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Stock Code : 2645
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Evergreen Aviation Technologies Corporation
2023 Annual General Shareholders’ Meeting
Meeting Minutes
June 21, 2023
THIS IS A TRANSLATION OF THE MINUTES FOR THE 2023 ANNUAL SHAREHOLDERS’ MEETING (THE “MINUTES”) OF EVERGREEN AVIATION TECHNOLOGIES CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.
Evergreen Aviation Technologies Corporation Minutes of 2023 Annual General Shareholders’ Meeting
Type of Meeting: Physical Meeting
Meeting Time: 11:00 AM on June 21 (Wednesday), 2023
Meeting Location: Meeting Room 1001 on the 10[th] floor, International Convention Center of Chang Yung-Fa Foundation
No.11, Zhongshan S. Rd., Taipei City, Taiwan
Attendance: There are 299,947,080 shares represented by attending shareholders (including electronic voting or by proxy), reaching 80.07% of entire 374,570,962 shares issued by the Company.
Chairman: Mr. Huang, Nan-Horang, the Chairman of the Board
Secretary : Ms. Hong, Yu-Ru
- Attendants as guest : Ms. Hsu, Miao-Chiu, Independent Director and the Convener of Audit Committee/ Mr. Teng, Yean-Sen, Independent Director and the Convener of Remuneration Committee / Mr. Chou, Yon-Chun, Independent Director/ Ms. Cheng, ChingFen, Director/ Mr. Yeh, Jia-Chyuan, Director/ Mr. Chen, Cheng-Pang, Director/ Mr. Lee, Wei-Chang, President /Ms. Lin, Hsiao-Wen, Lawyer/ Mr. Tang, Chia-Chien, CPA
(There are 7 directors, which is more than half of all 9 directors, attended the Annual General Shareholders’ Meeting.)
I. Report the total number of shares represented at this AGM.
- II. Announce commencement of the meeting and Chairman’s address: Omitted.
III. Report Items:
- A. Business Report of the year 2022 (Handbook pages 3-6).
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B. Audit Committee’s Review Report of the year 2022 (Handbook page 15).
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C. 2022 Employees’ Compensation and Remuneration of Directors and Supervisors Report:
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The Board of Directors appropriated NT$72,118,728 as Employees’ Compensation in cash and NT$7,030,136 as Remuneration of Directors and Supervisors pursuant to the Articles of Incorporation.
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D. 2022 Cash Dividend Distribution Report: (Handbook page 14)
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The Board of Directors had resolved to distribute cash dividend NT$4 per share pursuant to the Company’s Articles of Incorporation. The total amount of cash dividends shall be NT$1,498,283,848, calculated based on a total of 374,570,962 shares in circulation after IPO.
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The ex-dividend date and payment date for the cash dividends would be decided by the Chairman of the Board.
IV. Ratification Items:
Proposed by the Board of Directors
Proposal 1: Ratification of the 2022 Business Report and Audited Financial Report (Handbook pages 3-13). Please ratify.
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Description: The 2022 Financial Report of the Company has been audited by Mr. Tang, Chia-Chien and Mr. Huang, Ming-Hung, the CPA of KPMG Taiwan.
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Resolution: The vote was in favor of the proposal, and the vote report was as -
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follows
| Voting Results | Electronic Votes | Aggregated Votes (Including Electronic Votes) |
% of the total Votes at the time of voting |
|---|---|---|---|
| Approval | 279,971,280 | 288,462,572 | 95.59 |
| Disapproval | 13,548 | 13,548 | 0.00 |
| Invalidation | 0 | 0 | 0.00 |
| Abstention/Unvoted | 3,658,960 |
13,292,960 | 4.40 |
| Total | 283,643,788 | 301,769,080 | 100.00 |
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Proposed by the Board of Directors
Proposal 2: Ratification of 2022 Earnings Distribution. (Handbook page 14) Please ratify.
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Description: The 2022 earnings distribution (including cash dividends and distribution of net earnings) of the Company has been resolved by Audit Committee and the Board of Directors.
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Resolution: The vote was in favor of the proposal, and the vote report was as -
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follows
| Voting Results | Electronic Votes | Aggregated Votes (Including Electronic Votes) |
% of the total Votes at the time of voting |
|---|---|---|---|
| Approval | 279,968,180 | 288,453,472 | 95.58 |
| Disapproval | 20,648 | 20,648 | 0.00 |
| Invalidation | 0 | 0 | 0.00 |
| Abstention/Unvoted | 3,654,960 |
13,294,960 | 4.40 |
| Total | 283,643,788 | 301,769,080 | 100.00 |
V. Extraordinary Motion: None.
— Summary of the Essential Points of the Proceedings
Summary of Shareholders’ Statements:
Shareholder (Account No.15777) inquired about the utilization plan of unappropriated retained earnings.
Summary of explanations by the Company:
The Company’s unappropriated retained earnings will be properly planned and utilized in consideration of subsequent business development.
VI. Meeting Adjournment.
- Note 1: The meeting minutes was recorded in accordance with the provision of paragraph 4 of Article 183 of the Company Act. The meeting audio recording still prevails regarding the meeting content, proceedings and shareholders’ statements.
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Note 2: Because the percentage of approval votes, disapproval votes, invalid votes, abstention votes and no votes held by total votes is calculated rounded down to the second decimal place, the total percentage will not be exactly equal to 100.00%.
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Note 3: This translation of the minutes is intended for reference only and nothing else. In the event of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERGREEN AVIATION TECHNOLOGIES CORPORATION
Balance Sheets
December 31, 2022 and 2021
(expressed in thousands of New Taiwan dollars)
| Assets Current assets: 1100 Cash and cash equivalents 1140 Contract assets-current 1170 Notes and accounts receivable, net 1180 Accounts receivable from related parties, net 1200 Other receivables 1210 Other receivables from related parties 130X Inventories 1470 Other current assets Total current assets Non-current assets: 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property 1780 Intangible assets 1840 Deferred income tax assets 1975 Net defined benefit assets 1900 Other non-current assets Total non-current assets Total assets |
December 31, 2022 Amount % $ 4,241,715 19 544,841 3 1,668,978 8 859,961 4 14,667 - 16,775 - 2,217,192 10 84,402 - 9,648,531 44 1,954,959 9 6,574,868 30 2,061,885 10 1,075,420 5 22,362 - 242,058 1 167,701 1 26,919 - 12,126,172 56 $ 21,774,703 100 |
December 31, 2021 Amount % 6,009,054 27 476,803 2 1,024,756 5 610,425 3 3,164 - 8,585 - 1,861,747 8 80,329 - 10,074,863 45 1,582,449 7 7,147,455 32 2,179,974 10 1,065,850 5 39,253 - 348,010 1 - - 12,038 - 12,375,029 55 22,449,892 100 Liabilities and Equity Current liabilities: 2130 Contract liabilities-current 2280 Current lease liabilities 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2230 Current tax liabilities 2320 Long-term borrowings, current portion 2399 Other current liabilities Total current liabilities Non-Current liabilities: 2540 Long-term borrowings 2580 Non-current lease liabilities 2640 Net defined benefit liabilities 2645 Guarantee deposits received Total non-Current liabilities Total liabilities Equity: 3100 Ordinary shares 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity |
December 31, 2022 | December 31, 2021 | |
|---|---|---|---|---|---|
| Amount % |
Amount % |
||||
| $ 9,167 - 96,818 - 700,522 3 33,740 - 365,564 2 16,943 - 397,291 2 1,619,341 8 42,533 - 3,281,919 15 5,564,475 26 2,015,299 9 - - 824 - 7,580,598 35 10,862,517 50 3,528,069 16 565,262 3 6,835,571 31 (16,716) - 10,912,186 50 $ 21,774,703 100 |
46,707 - 81,873 - 404,469 2 33,784 - 501,246 3 13,941 - 238,246 1 2,174,987 10 26,927 - 3,522,180 16 6,906,307 31 2,112,117 9 179,127 1 824 - 9,198,375 41 12,720,555 57 3,528,069 16 565,262 2 5,708,775 25 (72,769) - 9,729,337 43 22,449,892 100 |
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(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERGREEN AVIATION TECHNOLOGIES CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2022 and 2021
(expressed in thousands of New Taiwan dollars, except earnings per share)
| 4000 Operating revenue 5000 Operating costs Gross profit from operations Operating expenses: 6200 Selling and administrative expenses 6300 Research and development expenses 6450 Expected credit loss (gain) Total operating expenses Net operating income Non-operating income and expenses : 7010 Other income 7100 Interest income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates accounted for using equity method Total non-operating income and expenses 7900 Profit before tax 7951 Income tax expenses Profit 8300 Other comprehensive income : 8310 Components of other comprehensive income that will not be reclassified to profit or loss: 8311 Remeasurements of defined benefit plans 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Total components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive income that will be reclassified to profit or loss 8370 Share of other comprehensive income of associates accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Total components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income, net of tax Total comprehensive income Earnings per share (note 6(r)) 9750 Basic earnings per share (in New Taiwan dollars) 9850 Diluted earnings per share (in New Taiwan dollars) |
2022 Amount % $ 11,847,386 100 (9,950,367) (84) 1,897,019 16 569,405 5 18,967 - (90,621) (1) 497,751 4 1,399,268 12 9,610 - 45,024 - 477,384 4 (133,599) (1) 171,316 1 569,735 4 1,969,003 16 (387,779) (3) 1,581,224 13 298,409 3 12,459 - (59,682) - 251,186 3 56,053 - - - 56,053 - 307,239 3 $ 1,888,463 16 $ 4.48 $ 4.45 |
2021 Amount % 9,616,931 100 (8,025,570) (83) 1,591,361 17 467,014 5 2,340 - (30,000) - 439,354 5 1,152,007 12 1,384 - 21,905 - (5,669) - (124,324) (1) 35,734 - (70,970) (1) 1,081,037 11 (200,252) (2) 880,785 9 (17,857) - (7,759) - 3,571 - (22,045) - (23,076) - - - (23,076) - (45,121) - 835,664 9 2.50 2.49 |
|---|---|---|
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(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERGREEN AVIATION TECHNOLOGIES CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2022 and 2021
(Expressed in thousands of New Taiwan dollars)
| Balance on January 1, 2021 Appropriation and distribution of retained earnings: Legal reserve Cash dividends of ordinary shares Profit Other comprehensive income Total comprehensive income Balance on December 31, 2021 Appropriation and distribution of retained earnings: Legal reserve Special reserve Cash dividends of ordinary shares Profit Other comprehensive income Total comprehensive income Balance on December 31, 2022 |
Ordinary shares |
Capital surplus 565,262 - - - - - - 565,262 - - - - - - - 565,262 |
Retained earnings | Retained earnings | Total retained earnings 5,908,456 - (1,058,421) (1,058,421) 880,785 (22,045) 858,740 5,708,775 - - (705,614) (705,614) 1,581,224 251,186 1,832,410 6,835,571 |
Other equity Exchange differences on translation of foreign financial statements (49,693) - - - - (23,076) (23,076) (72,769) - - - - - 56,053 56,053 (16,716) |
Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve - - - - - - - - - 72,769 - 72,769 - - - 72,769 |
Unappropriated retained earnings 4,394,845 (113,931) (1,058,421) (1,172,352) 880,785 (22,045) 858,740 4,081,233 (85,874) (72,769) (705,614) (864,257) 1,581,224 251,186 1,832,410 5,049,386 |
||||||||
| $ 3,528,069 - - - - - - 3,528,069 - - - - - - - $ 3,528,069 |
1,513,611 | 9,952,094 | ||||||||
| 113,931 - |
- (1,058,421) |
|||||||||
| 113,931 | (1,058,421) | |||||||||
| - - |
880,785 (45,121) |
|||||||||
| - | 835,664 | |||||||||
| 1,627,542 85,874 - - |
9,729,337 - - (705,614) |
|||||||||
| 85,874 | (705,614) | |||||||||
| - - |
1,581,224 307,239 |
|||||||||
| - | 1,888,463 | |||||||||
| 1,713,416 | 10,912,186 |
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(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERGREEN AVIATION TECHNOLOGIES CORPORATION
Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(expressed in thousands of New Taiwan dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Expected credit loss (gain) Interest expense Interest income Shares of profits of associates accounted for using equity method Gains on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Others Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Contract assets Notes and accounts receivable, including related parties Other receivables, including related parties Inventories Other current assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Accounts payable, including related parties Other payables, including related parties Other current liabilities Net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Income taxes paid Net cash flows from operating activities Cash flows generated from (used in) investing activities: Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Proceeds from disposal of intangible assets Acquisition of investment property Increase in other non-current assets Increase in prepayments for business facilities Interest received Dividends received Net cash flows used in investing activities Cash flows generated from (used in) financing activities: Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Payment of lease liabilities Cash dividends paid Interest paid Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2022 $ 1,969,003 850,852 23,064 (90,621) 133,599 (45,024) (171,316) (26,582) - (66,285) 607,687 (68,038) (803,137) (17,777) (355,195) (4,073) (1,248,220) (37,540) 296,009 (134,090) 15,606 (48,419) 91,566 (1,156,654) (548,967) 1,420,036 (182,464) 1,237,572 (97,857) (114,512) 54,944 (6,456) 320 (54,393) (6,445) (37,623) 43,108 31,550 (187,364) 1,125,000 (3,022,478) - (81,873) (705,614) (132,582) (2,817,547) (1,767,339) 6,009,054 $ 4,241,715 |
2021 1,081,037 |
|---|---|---|
| 856,360 32,197 (30,000) 124,324 (21,905) (35,734) (2,168) 7,202 (144,214) |
||
| 786,062 | ||
| 39,603 (114,536) 13,650 (159,956) 74,790 |
||
| (146,449) | ||
| (76,225) 104,977 (115,987) 5,334 (21,036) |
||
| (102,937) | ||
| (249,386) | ||
| 536,676 | ||
| 1,617,713 (67,462) |
||
| 1,550,251 | ||
| (76,695) (216,144) 7,869 (9,526) - (109,134) (3,444) (14,909) 21,891 102,008 |
||
| (298,084) | ||
| 2,737,500 (3,845,678) 624 (21,217) (1,058,421) (126,879) |
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| (2,314,071) | ||
| (1,061,904) 7,070,958 |
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| 6,009,054 |
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Evergreen Aviation Technologies Corporation 2022 Profit Allocation Proposal
| Unit: NT$ | Unit: NT$ | Unit: NT$ | |
|---|---|---|---|
| Item | Amount | ||
| Unappropriated Retained Earnings at the Beginning of the Year Add: Remeasurements of defined benefit plans (Note 1) Add: Net profit of 2022 Add: Special Reserve (Note 2) Subtract: Legal Reserve (Note 3) Retained Earnings Available for Distribution as of December 31,2022 Distribution item Cash dividends of Ordinary shares (NT$4per share) (Note 4) Unappropriated Retained Earnings at the End of the year |
251,186,430 1,581,223,970 56,052,619 (183,241,040) |
3,216,975,144 | |
| 1,705,221,979 | |||
| 4,922,197,123 1,498,283,848 |
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| $3,423,913,275 | |||
Description:
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Note 1:Remeasurements of defined benefit plans for the current period is the net remeasured of the defined benefit assets recognized in accordance with International Accounting Standards No. 19, 2013 version, which is an item that is not reclassified to profit or loss, so it is added to the amount of undistributed earnings for the year. The special reserve is appropriated pursuant to the order Jin-Guan-Zheng-Fa-Zi No.1090150022.
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Note 2:The special reserve is appropriated pursuant to the order Jin-Guan-ZhengFa-Zi No.1090150022.
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Note 3:The legal reserve is appropriated pursuant to Article 237 of the Company Act. The Company's legal reserve is appropriated based on the “net profit of 2022”. Pursuant to the Interpretation Letter Jing-Shang-Zi No.10802432410, the appropriation basis of legal reserves shall be the “net profit of 2022 plus the items other than the net profit of 2022 included in the amount of undistributed earnings of the year”.
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Note 4:The 2022 profit will be allocated first for the profit allocation of this year.
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