EGST - AGM Information 2021 | FinancialReports.eu

Stock Code ： 2211

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Evergreen Steel Corporation

2021 Annual General Shareholders’ Meeting

Meeting Handbook

June 25, 2021

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2021 ANNUAL SHAREHOLDERS’ MEETING (THE “HANDBOOK”) OF EVERGREEN STEEL 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 HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

AGENDA FOR THE MEETING

I. Report the total number of shares represented at this AGM and
announce commencement of the meeting ......................................... 1
II. Chairman’s Address .......................................................................... 1
III. Report Items ...................................................................................... 1
IV. Ratification and Discussion Items ..................................................... 2
V. Extraordinary Motions ....................................................................... 3
VI. Meeting Adjournment ....................................................................... 3
APPENDICES
․Articles of Incorporation ................................................................... 34
․Rules and Procedures of Shareholders’ Meeting .............................. 43
․Shareholdings of Directors ................................................................ 48

Evergreen Steel Corporation

2021 Annual General Shareholders’ Meeting

Meeting Time: 9:00 AM on June 25 (Friday), 2021

Meeting Location: Conference Hall 801 on the 8th floor

Chang Yung-Fa Foundation International Convention Center No.11, Chungshan S. Road, Taipei, Taiwan

Attendance: There are ___ shares representing shareholders attending, reaching __% of 415,510,463 shares issued by the Company. (The 4,471,500 shares without voting right shall not be included in the total 419,981,963 shares issued by the Company of this AGM.)

Chairman: Lin, Keng-Li, the Chairman of the Board

I. Report the total number of shares represented at this AGM and announce commencement of the meeting.

II. Chairman’s Address.

III. Report Items:

A. Business Report of the year 2020 (Handbook pages 4-8).
B. Audit Committee’s Review Report of the year 2020 (Handbook page 30).
C. 2020 Employees’ Compensation and Directors’ Remuneration report: The Board of Directors appropriated NT$5,744,871 as Employees’ Compensation in cash and NT$5,000,000 as Directors’ Remuneration pursuant to the Articles of Incorporation.

IV. Ratification and Discussion Items

Proposed by the Board of Directors

Proposal 1: Ratification of the 2020 Business Report and Audited Financial Report (Handbook pages 4-28). Please ratify.

Description: The 2020 Financial Report of the Company has been audited by Mr. Chang, Ching-Fu and Mr. Chao, Yung-Hsiang, the CPA of Deloitte & Touche Taiwan.

Resolution:

Proposed by the Board of Directors

Proposal 2: Ratification of 2020 earnings distribution (Handbook page 29). Please ratify.

Description:

The Company is planning to distribute cash dividend NT$2.2 per share. The total of cash dividends shall be NT$872,378,019. The cash dividend distribution will be calculated to the nearest NT dollar, the remainder will be recognized as “Other NonOperating Income” of the Company.
If the number of total shares outstanding changed, such that the cash dividends ratio per share should be adjusted, the Chairman of the Board of Directors is authorized to adjust the ratio and deal with relative matters.
Subject to the approval of the Annual General Shareholders’ Meeting, the ex-dividend date and payment date for the cash dividend distributions would be decided by the Chairman of the Board.

Resolution:

Proposed by the Board of Directors

Proposal 3: Proposal to amend the “Rules and Procedures of Shareholders’ Meeting”. Amendments shown in a comparison table on the Handbook (Handbook pages 31-33). Please discuss.
Description: In order to improve corporate governance and fairness of every shareholder’s participation in shareholders’ meeting of the Company, it is proposed to amend the “Rules and Procedures of Shareholders’ Meeting”. The amendments are made with reference to actual operation procedures of the Company and the following regulations:
The “Sample Template for ○○ Co., Ltd. Rules of Procedure for Shareholders Meetings” amended and announced per Public Announcement No. Taiwan-Stock-Governance-1100001446 by Taiwan Stock Exchange Corporation on January 28, 2021; and
The letter in No. Ching-Shang-Tze-10402404570 announced by Ministry of Economic Affairs on March 10, 2015.

Resolution :

V. Extraordinary Motions

VI. Meeting Adjournment

EVERGREEN STEEL CORPORATION

BUSINESS REPORT OF THE YEAR 2020

1. Implementation results of the business plan

The Company’s 2020 consolidated operating revenue was NT$9.34965 billion, and the net income after tax was NT$1.40426 billion, which was an increase of NT$78.3 million, or 5.91%, from 2019, and the earnings per share were NT$2.65.

(1) Steel structure business:

In 2020, the steel structure market benefited from the continuous launch and implementation of domestic public work projects, construction projects, and factory construction projects. Meanwhile, as the housing market benefited from low interest rates, capital return, and recovery of buying momentum, there was an increasing trend in the launch of new residential building projects. Together with the government’s success in the pandemic prevention and control effort and return of some overseas Taiwanese businesspeople, the steel structure market continued to heat up. There was also a steady increase in new factories, office buildings, factories in the traditional, the electronic industries, and public projects. Therefore, the steel structure market was still growing steadily.

The cumulative total quantity in the business orders received in 2020 was 199,952 tons (18% of public work projects, 37% of building projects, and 45% of factory projects), an increase of 45% from that of 137,851 tons in 2019. Of them, the quantity in the public work projects received in 2020 was 36,804 tons, a decrease of 15% from 43,365 tons in 2019; the quantity in the building projects received in 2020 was 73,258 tons, an increase of 33% from 55,124 tons in 2019. The quantity in the factory construction projects received in 2020 was 89,890 tons, an increase of 128% from 39,362 tons in 2019. Based on the increase in the proportion of factory construction projects, the demand for factory construction projects increased significantly, but the operations in 2020 were still affected by the fluctuation

of raw material prices and the delay in the construction schedules due to the shortage of construction workers, which in turn affected the schedule of factory shipments and impacted factory production and erection operations at construction sites. However, with the proper control of the internal cost by each operating department, the profit target was still achieved.

Despite the global COVID-19 pandemic, with the proper control of the domestic pandemic situation and the return of a growing number of overseas Taiwanese businesspeople, the demand for steel structures has increased as the construction and steel structure are the domestic demand industries. Together with the loose monetary policies, low interest rates, and inflow of hot money to real estate, the Company’s performance in terms of the number of orders received in 2020 was outstanding.

The operating conditions of the steel structure and container departments are described as follows:

a) Steel Structure Business Division:

In 2020, the quantity sold was approximately 140,000 tons, an increase of 25.17% compared to 2019; the operating revenue was NT$7.1179 billion, an increase of 19.26% compared to 2019. As the Hsinchu Plant for steel structures completed its transformation and went into mass production in the second half of 2019, the Hsinchu Plant’s production capacity increased by 20,000 tons as recognized compared with 2019, and the Xinying Plant by 8,000 tons; therefore, the total increase was 28,000 tons compared with 2019.

b) Container Business Division:

The operating revenue in 2020 was NT$145.99 million, which was an increase of 3.49% from that in 2019.

(2) Environmental protection business:

In recent years, due to the growing heating value of waste, declining stability of the equipment after 20 years of operation, and the increasing load on the equipment due to the slightly high heating value arising from the change in

the nature of waste, Hsin Yung Enterprise Corporation’s processing capacity was slightly lower than that in 2019.

Despite the establishment of new plants one after another by competitors and competitive prices for general industrial waste treatment in the market in 2020, Super Max Engineering Enterprise Co., Ltd. will still leverage its advantages in technology and experience to obtain projects in high unit prices or on waste that is difficult to process so as to increase its profit.

Ever Ecove Corporation in 2020 was in the construction stage, and is expected to be put into trial run and trial operation in the second half of 2021.

The operations of the three companies above are described below:

Hsin Yung Enterprise Corporation’s operating revenue in 2020 was NT$1.32022 billion, a decrease of NT$32.34 million, or 2.39%, from that in 2019.

Super Max Engineering Enterprise Co., Ltd.’s operating revenue was NT$765.540 million in 2020, a decrease of NT$40.66 million, or 5.04%, from that in 2019. The main reason was that new processing plants joined the competition, which caused the unit price of waste processing to be reduced.

Ever Ecove Corporation was still in the construction stage in 2020, and the progress of the construction had reached 80% at the end of 2020.

The impact of the global COVID-19 pandemic on the environmental protection business is as follows:

Hsin Yung Enterprise Corporation mainly accepts orders of general waste from Taoyuan City. As the population of Taoyuan City is still growing year by year and the number of industrial and commercial enterprises continues to increase, the demand for disposal of domestic waste and business waste will increase accordingly, so the pandemic has had no impact on the business for far.

Super Max Engineering Enterprise Co., Ltd. is mainly engaged in the treatment of hazardous and medical wastes. With the proper control of the domestic pandemic situation, as well as benefits arising from transfer of supply chains due to the expanded scope of pandemic prevention control in other countries and the expansion of high-tech plants, Super Max Engineering Enterprise Co., Ltd.’s waste processing volume in 2020 remained at the same level as that in 2019, without being affected by the pandemic.

2. Execution of the budget

In 2020, the expected consolidated operating revenue was NT$9.69963 billion, and the actual operating revenue was NT$9.34965 billion; thus, the achievement rate was 96.39%. The estimated net income before tax was NT$1.48268 billion, and the actual net income before tax was NT$1.73482 billion; thus, the achievement rate was 117.01%.

Analysis of financial income and expenditure and profitability

(1) Financial income and expenditure:

The Company’s 2020 consolidated operating revenue was NT$9.34965 billion, an increase of 13.08% over the same period last year. The main reason was that as the parent company’s Hsinchu Plant for steel structures completed the transformation and went into mass production in the second half of 2019, the production increased, and the parent company’s annual revenue in 2020 increased by around NT$1.2 billion from that in 2019. The operating costs were NT$7.32335 billion, an increase of 14.58% compared with the same period last year. The net non-operating income was NT$200.5 million, a decrease of NT$77.58 million compared with the same period last year. The net income after tax was NT$1.40426 billion, an increase of NT$78.3 million compared with the same period last year.

(2) Profitability analysis

In 2020, the return on consolidated assets was 6.72%, the return on equity was 8.88%, the profit margin was 15.02%, and the earnings per share was NT$2.65.

The status of research and development Steel structure business:
(1) The Hsinchu Plant for steel structure processing has undergone transformation, and its monthly production capacity could reach 3,000 tons/month in 2020.
(2) The BOX SAW production line at the Hsinchu Plant, the number of machine operators has lowered to 1 person per machine from 2 persons per machine, which has improved efficiency and reduced personnel costs.

Lin, Keng-Li, Chairman

Liu, Pang-En, President Hsu, Chih-Kuan, Accounting Officer

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at amortized cost - current (Notes 4, 8 and 32) Contract assets - current (Notes 4, 23, 25 and 31) Notes receivable (Notes 4 and 23) Trade receivables, net (Notes 4, 9 and 23) Trade receivables from related parties, net (Notes 4, 9, 23 and 31) Other receivables (Note 27) Inventories (Notes 4, 10 and 23) Other current assets (Note 17) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7) Investments accounted for using equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13 and 32) Right-of-use assets (Note 14) Investment properties (Notes 4, 15 and 32) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 27) Refundable deposits Other non-current assets (Note 17) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Short-term bills payable (Note 18) Contract liabilities - current (Notes 4, 23, 25 and 31) Notes payable, net (Note 23) Trade payable, net (Notes 19 and 23) Lease liabilities - current (Note 14) Other payables (Notes 20 and 31) Current tax liabilities (Notes 4 and 27) Provisions - current (Note 21) Current portion of long-term borrowings (Note 18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 18) Deferred tax liabilities (Notes 4 and 27) Lease liabilities - non-current (Note 14) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2020 Amount % $ 4,219,283 18 23,452 - 4,190,973 17 126,910 - 745,136 3 151,458 1 43,468 - 1,008,758 4 175,797 1 10,685,235 44 6,775,512 28 150,799 1 3,408,410 14 20,479 - 105,530 1 2,739,716 11 42,114 - 8,003 - 117,404 1 13,367,967 56 $ 24,053,202 100 $ 690,000 3 1,799,171 7 382,809 2 355,383 1 1,172,977 5 8,756 - 406,764 2 175,916 1 60,792 - 300,000 1 56,897 - 5,409,465 22 1,693,469 7 66,187 1 9,738 - 36,024 - 25,234 - 15,516 - 1,846,168 8 7,255,633 30 3,994,260 16 396,542 2 2,190,673 9 6,347,269 26 8,537,942 35 (648) - 1,166,832 5 1,166,184 5 (93,113) - 14,001,815 58 2,795,754 12 16,797,569 70 $ 24,053,202 100		2019
				Amount % $ 3,359,052 19 14,880 - 2,759,083 15 52,900 - 529,610 3 24,260 - 20,888 - 657,541 4 32,891 - 7,451,105 41 5,716,734 32 152,141 1 3,689,276 20 26,674 - 62,631 - 903,932 5 55,533 - 7,538 - 105,352 1 10,719,811 59 $ 18,170,916 100 $ 200,000 1 399,869 2 348,789 2 227,319 1 990,976 6 9,307 - 353,467 2 144,213 1 79,132 - - - 48,351 - 2,801,423 15 352,342 2 65,996 1 16,075 - 61,945 - 16,325 - 11,252 - 523,935 3 3,325,358 18 3,994,260 22 356,431 2 2,095,929 12 6,192,425 34 8,288,354 46 (921) - 171,807 1 170,886 1 (119,045) (1) 12,690,886 70 2,154,672 12 14,845,558 82 $ 18,170,916 100

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

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 25 and 31) OPERATING COSTS (Notes 10, 26 and 31) GROSS PROFIT OPERATING EXPENSES (Notes 26 and 31) Selling and marketing expenses General and administrative expenses Expected credit (loss) gain Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income (Notes 26 and 31) Other (losses) gains (Note 26) Finance costs Share of profit of associates (Note 12) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 27) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 22) Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 27)		2020 Amount % $ 9,349,649 100 (7,323,348) (78) 2,026,301 22 (246,318) (3) (232,940) (2) (12,731) - (491,989) (5) 1,534,312 17 26,171 - 166,139 2 2,279 - (19,176) - 25,090 - 200,503 2 1,734,815 19 (330,556) (4) 1,404,259 15 (270) - 1,058,881 11 54 - 1,058,665 11		2019
				Amount % $ 8,268,207 100 (6,391,303) (77) 1,876,904 23 (335,165) (4) (243,522) (3) 37,907 - (540,780) (7) 1,336,124 16 33,234 1 242,260 3 (22,297) - (6,601) - 31,491 - 278,087 4 1,614,211 20 (288,253) (4) 1,325,958 16 (2,373) - (12,830) - 475 - (14,728) - (Continued)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax related to items that may be reclassified subsequently to profit or loss (Note 27) Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 28) Basic Diluted		2020 Amount % 711 - (142) - 569 - 1,059,234 11 $ 2,463,493 26 $ 1,043,649 11 360,610 4 $ 1,404,259 15 $ 2,037,957 22 425,536 4 $ 2,463,493 26 $ 2.65 $ 2.65		2019
				Amount % (2,524) - 505 - (2,019) - (16,747) - $ 1,309,211 16 $ 947,437 11 378,521 5 $ 1,325,958 16 $ 935,757 11 373,454 5 $ 1,309,211 16 $ 2.44 $ 2.44


		$		$
		$		$
		$		$
		$		$
		$		$

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

(Concluded)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019 Appropriation of 2018 earnings Legal reserve Cash dividends distributed by the Company Other changes in capital surplus Treasury shares transferred to employees Compensation related to treasury shares transferred to employees Cash dividends from the Company Cash dividends distributed by subsidiaries Net profit for the year ended December 31, 2019 Other comprehensive loss for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 Dividends from claims extinguished by prescription Disposal of treasury shares Retirement of treasury shares Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve Cash dividends distributed by the Company Cash dividends from the Company Cash dividends distributed by subsidiaries Changes in ownership interests in subsidiaries Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income for the year ended December 31, 2020 Disposal of treasury shares Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2020				Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Total Non-controlling Interests $ 12,369,603 $ 2,021,992 - - (810,852 ) - 85,537 - 5,432 - 35,316 - - (240,774 ) 947,437 378,521 (11,680) (5,067) 935,757 373,454 93 - 70,000 - - - - - 12,690,886 2,154,672 - - (793,071 ) - 4,998 - - (274,940 ) 8,510 490,486 1,043,649 360,610 994,308 64,926 2,037,957 425,536 52,535 - - - $ 14,001,815 $ 2,795,754	Total Equity $ 14,391,595 - (810,852 ) 85,537 5,432 35,316 (240,774 ) 1,325,958 (16,747) 1,309,211 93 70,000 - - 14,845,558 - (793,071 ) 4,998 (274,940 ) 498,996 1,404,259 1,059,234 2,463,493 52,535 - $ 16,797,569
		Share Capital Shares (In Thousands) Amount Capital Surplus 405,426 $ 4,054,260 $ 286,082 - - - - - - - - 37,722 - - 5,432 - - 35,316 - - - - - - - - - - - - - - 93 - - 35,447 (6,000 ) (60,000 ) (43,661 ) - - - 399,426 3,994,260 356,431 - - - - - - - - 4,998 - - - - - 8,510 - - - - - - - - - - - 26,603 - - - 399,426 $ 3,994,260 $ 396,542		Retained Earnings Legal Reserve Unappropriated Earnings $ 1,997,893 $ 6,128,546 98,036 (98,036 ) - (810,852 ) - - - - - - - - - 947,437 - (2,345) - 945,092 - - - - - - - 27,675 2,095,929 6,192,425 94,744 (94,744 ) - (793,071 ) - - - - - - - 1,043,649 - (456) - 1,043,193 - - - (534) $ 2,190,673 $ 6,347,269	Other Equity Exchange Differences Translation of the Financial Unrealized Gain on Financial Assets at Fair Value Through Other Statements of Foreign Operations Comprehensive Income Treasury Stock $ 50 $ 207,846 $ (305,074 ) - - - - - - - - 47,815 - - - - - - - - - - - - (971) (8,364) - (971) (8,364) - - - - - - 34,553 - - 103,661 - (27,675) - (921 ) 171,807 (119,045 ) - - - - - - - - - - - - - - - - - - 273 994,491 - 273 994,491 - - - 25,932 - 534 - $ (648) $ 1,166,832 $ (93,113)
		Shares (In Thousands) 405,426 - - - - - - - - - - - (6,000 ) - 399,426 - - - - - - - - - - 399,426

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

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense (investment properties included) Amortization expense Expected credit loss recognized (reversed) on trade receivables Net gain on fair value changes of financial liabilities at fair value through profit or loss Treasury shares transferred to employees at cost Finance costs Interest income Dividend income Share of profit of associates Gain on disposal of long-term assets Net loss on disposal of inventories Impairment loss recognized on investment properties Gain on lease modification Changes in operating assets and liabilities Increase in financial liabilities mandatorily classified as at fair value through profit or loss Increase in contract assets (Increase) decrease in notes receivable (Increase) decrease in trade receivables (Increase) decrease in other receivables (Increase) decrease in inventories (Increase) decrease in other current assets Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in trade payables Increase (decrease) in other payables (Decrease) increase in provisions Increase in other current liabilities Decrease in net defined benefit liabilities Increase in other non-current liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income	2020 $ 1,734,815 393,341 7,017 12,731 - - 19,176 (26,171) (103,458) (25,090) (573) 4,122 3,417 - - (1,431,890) (74,010) (355,455) (22,616) (355,339) (142,906) 34,020 128,064 182,001 50,916 (18,340) 8,546 (26,191) 4,264 391 26,207 (30,977) (285,189) (289,568) (1,543)	2019 $ 1,614,211 366,193 8,543 (37,907) (594) 5,432 6,601 (33,234) (173,044) (31,491) (1,102) - 23,678 (52) 451 (377,594) 48,231 277,452 18,380 182,305 74,842 (597,712) (115,226) (43,775) (11,367) 41,432 80,848 (49,519) 1,356 1,277,338 33,996 (6,651) (375,322) 929,361 (407,580) (Continued)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Payments for intangible assets Proceeds from disposal of investment properties (Increase) decrease in other non-current assets Other dividends received Dividends received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bills payable Proceeds from short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Dividends received from subsidiaries Increase in guarantee deposits Repayment of principal portion of lease liabilities Dividends paid to owners of the Company Proceeds from disposal of treasury shares Increase in non-controlling interests Treasury shares sold to employees Dividends from claims extinguished by prescription Net cash generated from financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 1,646 (9,562) 990 (149,939) 854 (465) (1,828,619) - (12,052) 103,458 27,000 (1,868,232) 490,000 1,399,302 1,791,127 (150,000) (274,940) 8,909 (9,825) (788,073) 52,535 498,996 - - 3,018,031 860,231 3,359,052 $ 4,219,283	2019 142,254 (2,743) 355,800 (442,087) 1,910 8,328 (899,393) 8,077 28,743 173,044 20,000 (1,013,647) 200,000 399,869 352,342 - (240,774) 631 (13,284) (775,536) - - 85,537 93 8,878 (75,408) 3,434,460 $ 3,359,052

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

(Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Evergreen Steel Corporation

Opinion

We have audited the accompanying consolidated financial statements of Evergreen Steel Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2020 are described as follows:

Project Revenue Recognition

The Group’s project revenue mainly comes from providing steel structure engineering contracting business; and during the project contract period, the project revenue is recognized based on the degree of completion. Project revenue recognition from construction depends on the degree of completion of the project which involves subjective judgment which may result in profit or loss or certain risks that are not recognized in the correct period. Therefore, we identified the project revenue recognition as a key audit matter.

The main audit procedures that we performed for testing the project revenue recognition are as follows:

We obtained an understanding of the design and implementation of the Company's project revenue evaluation method and control system by performing control tests.
We selected the samples of the project revenue of the current year that are subjected to detailed tests, which included checking the price of the customer’s construction contract for consistency and the adequacy of the completion ratio, and recalculated the degree of completion and verified the correctness of the project revenue.
We performed analytical review of project revenue, and checked for major differences between the progress of the payment and the project contract.

Refer to Note 4 to the financial statements for the accounting policy on the assessment of construction contracts. Refer to Notes 5 and 25 for critical accounting judgments and key sources of estimation uncertainty.

Other Matter

We have also audited the parent company only financial statements of Evergreen Steel Corporation as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ching-Fu Chang and Yung-Hsiang Chao.

Deloitte & Touche Taipei, Taiwan Republic of China March 10, 2021

Notice to Readers

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

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

EVERGREEN STEEL CORPORATION

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at amortized cost - current (Notes 4, 8 and 30) Contract assets - current (Notes 4, 21, 23 and 29) Notes receivable (Notes 4, and 21) Trade receivables (Notes 4, 9and 21) Trade receivables from related parties (Notes 4, 9, 21 and 29) Other receivables (Note 29) Inventories (Notes 4, 10 and 21) Other current assets (Note 15) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7) Investments accounted for using equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12 and 30) Right-of-use assets (Notes 4 and 13) Investment properties (Notes 4, 14 and 30) Other intangible assets (Note 4) Deferred tax assets (Notes 4 and 25) Refundable deposits Other non-current assets (Note 15) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Short-term bills payable (Note 16) Contract liabilities - current (Notes 4, 21 and 23) Notes payable, net Trade payable, net (Notes 17 and 21) Lease liabilities - current (Notes 4 and 13) Other payables (Notes 18 and 29) Current tax liabilities (Notes 4 and 25) Provisions - current (Notes 4 and 19) Current portion of long-term borrowings (Note 16) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 16) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4 and 13) Net defined benefit liabilities - non-current (Notes 4 and 20) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Note 22) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Treasury shares Total equity TOTAL		2020 Amount % $ 663,913 3 3,600 - 4,190,973 22 126,225 1 511,911 2 151,094 1 14,925 - 988,027 5 164,470 1 6,815,138 35 6,328,925 33 3,648,702 19 2,384,518 12 20,479 - 7,823 - 3,561 - 17,842 - 6,683 - 79,647 1 12,498,180 65 $ 19,313,318 100 $ 690,000 4 1,799,171 9 323,755 2 349,566 2 1,132,183 6 8,756 - 147,118 1 68,835 - 60,792 - 300,000 2 32,031 - 4,912,207 26 300,000 2 65,995 - 9,738 - 23,033 - 530 - 399,296 2 5,311,503 28 3,994,260 21 396,542 2 2,190,673 11 6,347,269 33 8,537,942 44 (648) - 1,166,832 6 1,166,184 6 (93,113) (1) 14,001,815 72 $ 19,313,318 100		2019
				Amount % $ 112,038 1 3,600 - 2,759,083 18 52,461 1 318,561 2 23,900 - 13,993 - 638,739 4 29,734 - 3,952,109 26 5,467,318 36 3,290,690 21 2,394,501 16 26,674 - 11,240 - 6,766 - 20,231 - 4,176 - 97,760 1 11,319,356 74 $ 15,271,465 100 $ 200,000 1 399,869 3 297,508 2 226,745 2 953,879 6 9,307 - 120,753 1 - - 63,532 - - - 33,000 - 2,304,593 15 150,000 1 65,996 1 16,075 - 43,336 - 579 - 275,986 2 2,580,579 17 3,994,260 26 356,431 3 2,095,929 14 6,192,425 40 8,288,354 54 (921) - 171,807 1 170,886 1 (119,045) (1) 12,690,886 83 $ 15,271,465 100

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

EVERGREEN STEEL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

OPERATING REVENUE (Notes 23 and 29) OPERATING COSTS (Notes 10, 20, 24 and 29) GROSS PROFIT OPERATING EXPENSES (Notes 20, 24 and 29) Selling and marketing expenses General and administrative expenses Expected credit (loss) gain Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income (Notes 24 and 29) Other gains and (losses) (Note 24) Finance costs (Note 24) Share of profit of subsidiaries Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans (Note 20) Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of subsidiaries accounted for using the equity method		2020 Amount % $ 7,263,895 100 (6,460,683) (89) 803,212 11 (230,668) (3) (120,279) (2) (13,277) - (364,224) (5) 438,988 6 4,515 - 125,302 1 (8,029) - (19,147) - 594,715 8 697,356 9 1,136,344 15 (92,695) (1) 1,043,649 14 (1,069) - 994,491 14 399 -		2019
				Amount % $ 6,109,403 100 (5,510,375) (90) 599,028 10 (321,317) (5) (111,538) (2) 37,907 - (394,948) (7) 204,080 3 8,426 - 212,282 3 (23,820) - (6,402) - 590,920 10 781,406 13 985,486 16 (38,049) (1) 947,437 15 (3,311) - (8,364) - 303 - (Continued)

EVERGREEN STEEL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 25) Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Income tax relating to items that may be reclassified subsequently to profit or loss (Note 25) Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) Basic Diluted		2020 Amount % 214 - 994,035 14 341 - (68) - 273 - 994,308 14 $ 2,037,957 28 $ 2.65 $ 2.65		2019
				Amount % 663 - (10,709) - (1,214) - 243 - (971) - (11,680) - $ 935,757 15 $ 2.44 $ 2.44




				$

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

(Concluded)

EVERGREEN STEEL CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019 Appropriation of 2018 earnings Legal reserve Cash dividends distributed by the Company Other changes in capital surplus Treasury shares transferred to employees Compensation related to treasury shares transferred to employees Cash dividends from the Company Net profit for the year ended December 31, 2019 Other comprehensive loss for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 Dividends from claims extinguished by prescription Disposal of treasury shares Retirement of treasury shares Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve Cash dividends distributed by the Company Cash dividends from the Company Changes in percentage of ownership interests in subsidiaries Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income for the year ended December 31, 2020 Disposal of treasury shares Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2020	Share Capital Ordinary Shares (In Thousands) Amount Capital Surplus 405,426 $ 4,054,260 $ 286,082 - - - - - - - - 37,722 - - 5,432 - - 35,316 - - - - - - - - - - - 93 - - 35,447 (6,000 ) (60,000 ) (43,661 ) - - - 399,426 3,994,260 356,431 - - - - - - - - 4,998 - - 8,510 - - - - - - - - - - - 26,603 - - - 399,426 $ 3,994,260 $ 396,542		Retained Earnings Legal Reserve Unappropriated Earnings $ 1,997,893 $ 6,128,546 98,036 (98,036 ) - (810,852 ) - - - - - - - 947,437 - (2,345) - 945,092 - - - - - - - 27,675 2,095,929 6,192,425 94,744 (94,744 ) - (793,071 ) - - - - - 1,043,649 - (456) - 1,043,193 - - - (534) $ 2,190,673 $ 6,347,269	Other Equity Exchange Differences on Translation of the Unrealized Gain on Financial Assets at Fair Value Through Financial Statements of Foreign Operations Other Comprehensive Income Treasury Shares $ 50 $ 207,846 $ (305,074 ) - - - - - - - - 47,815 - - - - - - - - - (971) (8,364) - (971) (8,364) - - - - - - 34,553 - - 103,661 - (27,675) - (921 ) 171,807 (119,045 ) - - - - - - - - - - - - - - - 273 994,491 - 273 994,491 - - - 25,932 - 534 - $ (648) $ 1,166,832 $ (93,113)	Total Equity $ 12,369,603 - (810,852 ) 85,537 5,432 35,316 947,437 (11,680) 935,757 93 70,000 - - 12,690,886 - (793,071 ) 4,998 8,510 1,043,649 994,308 2,037,957 52,535 - $ 14,001,815
	Ordinary Shares (In Thousands) 405,426 - - - - - - - - - - (6,000 ) - 399,426 - - - - - - - - - 399,426

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

EVERGREEN STEEL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense (investment properties included) Amortization expense Expected credit loss recognized (reversed) on trade receivables Treasury shares transferred to employees at cost Finance costs Interest income Dividend income Share of profit of subsidiaries Gain on disposal of long-term assets Net loss on disposal of inventories Impairment loss recognized on investment properties Realized gain on the transactions with subsidiaries Gain on lease modification Changes in operating assets and liabilities Increase in contract assets (Increase) decrease in notes receivable (Increase) decrease in trade receivables (Increase) decrease in other receivables (Increase) decrease in inventories (Increase) decrease in other current assets Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in trade payables Increase in other payables (Decrease) increase in provisions Decrease in deferred revenue (Decrease) increase in other current liabilities Decrease in net defined benefit liabilities Cash used in operations Interest received Interest paid Income tax paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at amortized cost Acquisition of investments accounted for using equity the method	2020 $ 1,136,344 137,612 4,310 13,277 - 19,147 (4,515) (100,549) (594,715) (1,173) 5,622 3,417 (1,273) - (1,431,890) (73,764) (333,821) (669) (354,910) (134,736) 26,247 122,821 178,304 25,984 (2,740) (94) (969) (21,371) (1,384,104) 4,252 (18,766) (21,259) (1,419,877) (1,543) 1,646 - (101,004)	2019 $ 985,486 112,871 6,379 (37,907) 5,432 6,402 (8,426) (167,427) (590,920) (1,267) - 23,678 (1,273) (50) (377,594) 47,051 314,642 2,095 185,644 76,845 (554,378) (114,400) (55,663) 5,130 53,132 (93) 23,748 (37,986) (98,849) 8,433 (6,264) (129,546) (226,226) (399,888) 72,254 5,800 (175,400) (Continued)

EVERGREEN STEEL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Payments for intangible assets Proceeds from disposal of investment properties Decrease in other non-current assets Other dividends received Dividends received from subsidiaries Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase (decrease) in guarantee deposits Repayment of principal portion of lease liabilities Dividends paid to owners of the Company Treasury shares sold to employees Dividends from claims extinguished by prescription Net cash generated from financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 (118,771) 663 (2,507) (1,105) - 18,113 100,549 539,260 435,301 490,000 1,399,302 600,000 (150,000) 45 (9,825) (793,071) - - 1,536,451 551,875 112,038 $ 663,913	2019 (372,438) 419 6,851 (4,662) 8,077 20,570 167,427 684,287 13,297 200,000 399,869 150,000 - (1,623) (13,133) (810,852) 85,537 93 9,891 (203,038) 315,076 $ 112,038

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

(Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Evergreen Steel Corporation

Opinion

We have audited the accompanying financial statements of Evergreen Steel Corporation (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company’s financial statements for the year ended December 31, 2020 are described as follows:

Project Revenue Recognition

The Company's project revenue mainly comes from providing steel structure engineering contracting business; during the project contract period, the project revenue is recognized based on the degree of completion. Project revenue recognition from construction depends on the degree of completion of the project which involves subjective judgment which may result in profit or loss or certain risks that are not recognized in the correct period. Therefore, we identified the project revenue recognition as a key audit matter.

The main audit procedures that we performed for testing the project revenue recognition are as follows:

We obtained an understanding of the design and implementation of the Company's project revenue evaluation method and control system by performing control tests.
We selected samples of the project revenue of the current year that are subject to detailed tests, which included checking the price of the customer's construction contract for consistency and the adequacy of the completion ratio, and recalculated the degree of completion and verified the correctness of the project revenue.
We performed analytical review of project revenue, and checked for major differences between the progress of the payment and the project contract.

Refer to Note 4 to the financial statements for the accounting policy on the assessment of construction contracts. Refer to Notes 5 and 23 for critical accounting judgments and key sources of estimation uncertainty.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ching-Fu Chang and Yung-Hsiang Chao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 10, 2021

Notice to Readers

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

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

EVERGREEN STEEL CORPORATION

2020 Profit Allocation Proposal

Unit﹕NT$	Unit﹕NT$	Unit﹕NT$
Item	Amount
Unappropriated Retained Earnings at the Beginning of the Year Subtract`﹕`Remeasurement of the Defined Benefit Plan Recorded in Retained Earnings Subtract`﹕`Disposal of Investments in Equity Instruments Designated at Fair Value through Other Comprehensive Income Adjusted Undistributed Earnings Add`﹕`Net Income of 2020 Subtract`﹕`Legal Reserve Retained Earnings Available for Distribution as of December 31,2020 Distribution Item`﹕` Cash Dividends of Ordinary Shares (NT$2.2 per share) (Note2) Unappropriated Retained Earnings at the End of the Year	1,043,648,914 (104,265,895)	$5,304,611,180 (455,855) (534,112)
		$5,303,621,213 939,383,019
		6,243,004,232 872,378,019
		$5,370,626,213

Note 1：The Company uses earnings of 2020 to distribute dividends. Note 2：The 2020 surplus distribution is calculated based on 396,535,463 shares, the total number of 399,425,963 shares issued by the Company on the date of the resolution of the Board of Directors on March 10, 2021, deducting 2,890,500 treasury shares held by the Company.

Note 1：The Company uses earnings of 2020 to distribute dividends. Note 2：The 2020 surplus distribution is calculated based on 396,535,463 shares, the total number of 399,425,963 shares issued by the Company on the date of the resolution of the Board of Directors on March 10, 2021, deducting 2,890,500 treasury shares held by the Company.

Audit Committee’s Review Report

TO：2021 Annual General Shareholders’ Meeting

Evergreen Steel Corporation (EGST)

The Board of Directors has prepared the Company’s 2020 business report, financial report, and proposal for distribution of earnings. The CPA firm of Deloitte & Touche Taiwan has audited the financial report and issued the audit report.

The above business report, financial report, and proposal for distribution of earnings have been reviewed and determined to be correct and accurate by the Audit Committee members of EGST. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Evergreen Steel Corporation

Convener of the Audit Committee: Lee, Kuan-Hsien

March 10, 2021

EVERGREEN STEEL CORPORATION

Comparison Table for Rules and Procedures of Shareholders’ Meeting Before and After Amendments

After amendment	Before amendment	Reason for amendment
Article 3 Shareholders attending the Meeting shall bring an attendance card and identification document.The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders. The attendance of the Meeting shall be calculated based on shares. The Company shall announce the number of non-voting shares, the number of shares in attendance and other relevant information.	Article 3 Shareholders attending the Meeting shall bring an attendance card, and submit it for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders. The attendance of the Meeting shall be calculated based on shares.	1. In compliance with practical operation for handling shareholder attendance registration, Paragraph 1 is amended. 2. In reference to the paragraph 2 of Article 9 of “Sample Template for `○○`Co., Ltd. Rules of Procedure for Shareholders Meetings” (hereinafter referred to as `“` TSE Sample”) amended and announced per January 28, 2021 Public Announcement No. Taiwan-Stock Governance- 1100001446 of the Taiwan Stock Exchange Corporation, the paragraph 3 was added.
in attendance and
relevant information.
Article 12 The resolution shall bevoted on by casting ballots, and the chairman shall decide all voting (including the election votes) to be conducted separately or at the meantime.	Article 12 The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman and the resolution is passed by applause. If there is objection, the resolution should be voted by casting ballots.	Since the Company has adopted electronic voting in Shareholders’ Meeting, the resolutions at Shareholders’ Meetings are all voted on by casting ballots. Therefore, this article is amended to stipulate clearly that the resolutions shall be passed by casting ballots.

After amendment	Before amendment	Reason for amendment	Reason for amendment
Article 14 Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion,propose that votes be madeand arrange adequate voting time.	Article 14 Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussionandpropose that votes be made.	Referring to the paragraph 4 of Article 10 of “TSE Sample”, this Article was amended.
Article 16 The election of directors at a shareholders’ meeting shall be held in accordance with “Regulations for Electing Directors” of the Company.		1. 2.	Newly added Article. This article is added to specify the procedures and relevant matters of election of directors shall be proceeded in accordance with “Regulations for Electing Directors” of the Company.
Article 17 The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded.	Article 16 The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded.	The order of this Article is rearranged, and the Chinese wording “recorded” is amended while the English wording remains unchanged.
Article 18 The process of the meeting shall be fully recorded via audio or video recording, and retained for at least one (1) year. However, if any shareholder files a lawsuit pursuant to Article 189 of the Company Act, the audio or video recording shall be	Article 17 The process of the meeting shall be fully recorded via audio or video recording, and retained for at least one (1) year. Logistics staff and disciplinary officers (including security guards)	1. The order of this article is rearranged. 2. Referring to the paragraph 2 of Article 8 of “TSE Sample”, the proviso of the paragraph 1 of this Article is added. 3. For arranging the order of articles appropriately, the

After amendment	Before amendment	Reason for amendment
retained until the final conclusion of the lawsuit.	assisting the Meeting shall wear badge or armband for identification purpose.	original Paragraph 2 of this Article is shifted to the amended Paragraph 1 of Article 19.
Article 19 Logistics staff and disciplinary personnel (including security guards) assisting the Meeting shall wear badge or armband for identification purpose. The chairman may command the disciplinary personnel (or security guards) to help safeguard the order of the meeting site. Shareholders who violate these Rules and Procedures and defy the chairman’s correction, or obstruct the proceeding of the meeting and refuse to stop, the chairman may direct the disciplinary personnel (including security guards) to escort the shareholder off the meeting.	Article 18 The chairman may command the disciplinary personnel (or security guards) to help safeguard the order of the meeting site.	1. The order of this Article is rearranged. 2. For arranging the order of articles appropriately, the original Paragraph 2 of Article 17 is shifted to the Paragraph 1 of this Article and the order of the paragraphs is rearranged. 3. Referring to the paragraph 4 of Article 17 of “TSE Sample”, the paragraph 3 of this Article is added.
Article 20 These Rules and Procedures shall be effective from the date it is approved by the Shareholders’ Meeting. The same applies in case of revision.	Article 19 These Rules and Procedures shall be effective from the date it is approved by the Shareholders’ Meeting. The same applies in case of revision.	The order of this Article is rearranged, and the Chinese wording “effective” is amended while the English wording remains unchanged.

EVERGREEN STEEL CORPORATION ARTICLES OF INCORPORATION

Chapter 1 General Provisions

Article 1

This Company is incorporated pursuant to the provisions governing a company limited by Shares of the Company Act of Republic of China with the name of 長榮鋼鐵股份有限公司 in Chinese and EVERGREEN STEEL CORPORATION in English.

Article 2

The Company may engage in the following activities:

CA01010 Iron and Steel Smelt;
CA01020 Iron and Steel Rolling and Extruding;
CA01030 Iron and Steel Casting;
CA01050 Steel Secondary processing;
CA05010 Powder Metallurgy;
CB01010 Mechanical Equipment Manufacturing;
CD01010 Ships and Parts Manufacturing;
CD01020 Rail Vehicle and Parts Manufacturing;
CD01030 Motor Vehicles and Parts Manufacturing;
10.D101050 Combined Heat and Power;
11.F213080 Retail Sale of Machinery and Tools;
12.F214060 Retail Sale of Ship and Component Parts Thereof;
13.F214080 Retail Sale of Track Vehicle and Component Parts Thereof;
14.F401010 International Trade;
15.I301020 Data Processing Services;
16.I501010 Product Designing;
17.J101060 Wastewater (Sewage) Treatment;
18.JZ99050 Agency Services;
19.CA02010 Metal Structure and Building Component Manufacturing/Manufacture of Metal Structure and Architectural Components;
20.CA02990 Other Metal Products Manufacturing;
21.JA02990 Other Repair;
22.CB01990 Other Machinery Manufacturing;

23.E103011 Steel Structure Works Specialized Construction Enterprises;

24.JE01010 Rental and Leasing;

25.G801010 Warehousing;

26.F111090 Wholesale of Building Materials;

27.F211010 Retail Sale of Building Materials;
28.CB01030 Pollution Controlling Equipment Manufacturing;

29.E604010 Machinery Installation;

30.EZ02010 Crane and Hoist Services Engineering;
31.E599010 Piping Engineering;
32.CA02060 Metal Containers Manufacturing;
33.CA03010 Heat Treatment;
34.E401010 Dredging industry;
35.E402010 Sandstone, Silt Sea Throwing;
36.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3

The office of the Company is located at Taipei city, Taiwan, where necessary, the Company may have branches, factories or offices established within or outside the Republic of China as decided by resolution adopted by the Board of Directors.

Article 4

The total amount of investment by the Company shall not be subject to the restriction of 40 percent of the paid-up capital of the Company pursuant to Article 13 of the Company Act.

The Company may render external guarantees.

Chapter 2 Shares

Article 5

The total authorized capital of the Company shall be NT$4,400,000,000 divided into 440,000,000 shares at NT$10 each. The Board of Directors is hereby authorized to issue the unissued shares in installments.

When the Company transfers treasury stock to employees, issues share subscription warrants, issues restricted share for employees, or issues new shares reserved for subscription by employees, the employees of the subsidiaries of the Company may be included. Qualification requirements of the employees who are entitled to receive it shall be determined by the Board of Directors.

Article 6

Shares issued by the Company may be exempted from printing of share certificates. However, it shall be registered in the Securities Central Depositary Business Institution.

Article 7

Registration of share transfer, within sixty (60) days before the date of Annual General Meeting of the Shareholders, thirty (30) days before the date of Extraordinary Meeting of Shareholders, or five (5) days before the date fixed by the Company for distribution of dividends, bonus or other benefits, shall not be conducted.

Chapter 3 Shareholders’ Meeting

Article 8

The Shareholders’ Meeting of the Company consists of two categories: the Annual General and Extraordinary Meetings;

The Annual General Meeting shall be duly held within six (6) months after the end of each fiscal year of the Company;
The Extraordinary Meeting of the Company may be duly held if necessary.

Article 9

Notices to convene the Annual General Meeting shall be given to each shareholder thirty (30) days in advance, and the one to convene the Extraordinary Meeting shall be given fifteen (15) days in advance. Notices of the Shareholders’ Meeting shall specify the time and place of the meeting and the particulars of the business to be transacted, and shall be given to all the Shareholders.

Article 10

The shareholders of the Company shall have one voting right for each share, except the shares which set forth in Article 179 of the Company Act are no voting right.

Article 11

A shareholder who is unable to attend a Shareholders’ Meeting may duly authorize another person as his proxy to attend and vote on his behalf pursuant to a power of attorney printed and distributed by the Company duly issued by the Shareholder stating the ambit of the proxy’s authority.

The shareholders’ meeting shall adopt the electronic voting system as one of the methods for exercising the voting rights, and the relevant matters shall be conducted in accordance with the Company Act and the relevant regulations.

Article 12

Unless otherwise provided under the Company Act and related regulations, the quorum for a Shareholders’ Meeting shall be duly adopted by a majority in the meeting attended by Shareholders who represent a majority of the total issued shares.

Article 13

When Shareholders’ Meeting is convened by the Board of Director, its Chairman shall be processed in accordance with the provision in Article 208 of the Company Act. When the meeting is convened by other party with right of summons other than the Board of Directors, the Chairman shall be undertaken by that party with right of summons. When there are two and more parties with right of summons, one party will be elected among these parties.

Article 14

The resolutions adopted by the Shareholders’ Meeting shall be reported in the minutes. The content, distribution and other essentials of the minutes shall be made in accordance with the provision of Article 183 of the Company Act.

Chapter 4 Directors and Managers

Article 15

The Company shall have seven (7) Directors.

The election of the Directors shall adopt the candidate nomination system provided in Article 192-1 of the Company Act. The shareholders shall elect the Directors from the list of candidates announced by the Company. The following matters shall be processed according to the relevant regulations.

The total number of shares that should be held by all preceding Directors shall be subject to the provision established by the Securities Management Institution.

Article 16

The number of the Directors set forth in the preceding article shall include three (3) Independent Directors.

The Independent Directors and non-Independent Directors shall be elected at the same time, but the number of votes shall be calculated separately.

The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and election, and other matters for compliance with respect to Independent Directors shall be subject to the Securities and Exchange Act and other relevant regulations.

Article 17

The Directors shall have a three-year term of office and are eligible for re-election. However, the Directors may, according to Article 199 of the Company Act, be discharged at any time by a resolution passed at a Shareholders’ Meeting.

Article 18

When the dismissal of Director(s) results in the number of directors less than five (5), the Company shall hold supplementary election for Director at the next following Shareholders’ Meeting. When the number of vacancies of Directors reaches one-third of the total number of Directors, the Board of Directors shall convene a Shareholders’ Meeting for supplementary election within 60 days from the date on which the situation arose. Its term of office shall only be limited to full replenishment of the original term of office.

When the dismissal of Independent Director(s) result in the number of Independent Directors less than the number providing in the paragraph 1 of the Article 16, the Company shall hold supplementary election for Independent Director(s) at the next following Shareholders’ Meeting. When all Independent Directors have been dismissed, the Board of Directors shall convene a Shareholders’ Meeting for electing Independent Directors within 60 days from the date on which the situation arose.

Article 19

The Directors shall constitute the Board. The Chairman shall be elected at a meeting attended by at least two-thirds (2/3) of the Directors and by a simple majority vote of the Directors present at the meeting and may also elect a Vice Chairman in the same manner. The Chairman of the Board of Directors shall internally preside at the Meetings of Shareholders and Board Meetings, and shall externally represent the Company. When the Chairman is on leave of absence or cannot exercise its job for any cause, agency of his/her job shall be handled in accordance with Article 208 of the Company Act.

Article 20

For execution of business of the Company, apart from items that are separately specified in related laws or the Articles of Incorporation to be resolved at the Shareholders’ Meeting, all items shall be resolved by the Board of Directors.

Article 21

Notices of the Board Meeting shall be dispatched to each of the Directors 7 days prior to convening such meeting. Nevertheless, in case of emergency, the said meeting may be convened anytime.

The notice set forth in the preceding paragraph may be conducted in the form of writing or by way of e-mail or fax.

Where a Director is unable to attend a Board Meeting, he may authorize another Director to attend on his behalf by issuing a power of attorney in the latter’s favor specifying the business to be conducted thereat and the scope of the authority to be granted.

Article 22

Unless otherwise provided under related regulations or the Articles of Incorporation, resolutions of the Board Meeting shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors.

Article 23

The Company shall establish the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The exercise of power and others of the Audit Committee and its members shall be in accordance with the Securities and Exchange Act and the relevant laws and regulations.

The Board of Directors may set up functional committees in accordance with the regulations or business needs. The Charters of those functional committees shall be separately stipulated by the Board of Directors.

Article 24

The compensation of the Directors (the “compensation”) to be resolved by the Board of the Directors authorized herein will be based on the level of individual participation in and the value of individual’s contribution to the Company’s operation as well as the ordinary standard of the competitors’ Compensation.

In order to cover the loss causing from liabilities of the Directors and to raise awareness of corporate governance, the Company may take out liability insurance for all Directors and the representatives who are designated by the Company to its investing companies to act as Director or Supervisor during their terms of offices.

Article 25

The company may have managers. Its appointment, discharge and remuneration shall be handled in accordance with the provision of Article 29 of the Company Act.

Chapter 5 Accounting

Article 26

After the end of each fiscal year of the Company, the Board of Directors shall prepare

and submit the following reports to the Annual General Meeting of the Shareholders for approval according to legal procedures:

Business report.
Financial statements.
Proposal for allocation of surplus profit or making up loss.

Article 27

If the Company makes profit in a fiscal year, employees’ compensation, no less than 0.5% of the profit, and directors’ remuneration, no more than 2% of the profit, shall be set aside. However, in case the Company has accumulated losses, the Company shall reserve an amount to offset accumulated losses beforehand. The employees’ compensation and directors’ remuneration shall be set aside afterwards according to the principles mentioned above.

The profit in preceding paragraph refers to profit before tax without deducting employees’ compensation and directors’ remuneration.

The employees’ compensation shall be distributed in the form of stock or cash; while the directors’ remuneration shall be distributed only in the form of cash.

The employees’ compensation may be distributed to the employees of subsidiaries of the Company. Qualification requirements of the employees who are entitled to receive the employees’ compensation shall be determined by the Board of Directors.

The amount of employees’ compensation and directors’ remuneration as well as the payment method of employees’ compensation shall be determined by a resolution adopted by a majority vote at a board of directors’ meeting attended by two-thirds (2/3) or more of the directors and be reported at a shareholders’ meeting.

Article 27-1

If the Company reports a surplus at the year end, after clearing taxes, the Company shall first offset losses from previous years (if any), then set aside 10% of the balance as the statutory surplus reserve, and set aside or reverse special surplus reserve per the provisions. After that, the Board of Directors shall propose a surplus distribution plan of the balance plus the retained earnings accrued from prior years, submit the distribution plan to the shareholders’ meeting for approval, and then distribute it. The Company is in the steady growth period. To match up with the Company’s operation plan and consider the shareholders’ right and interest, the Board of Directors shall propose a surplus distribution plan according to the following principles:

Every year the Company shall set aside an amount of no less than 50% of the profit after tax as the shareholder dividends.

The dividends shall be distributed in the combination of cash and stocks, provided that cash dividends shall not be less than 50% of the total amount of dividends.

Chapter 6 Miscellaneous

Article 28

The rules and regulations of the Company and various operation procedures shall be separately stipulated by the Board of Directors.

Article 29

Any matter not provided for by these Articles shall be subject to the Company Act and related regulations.

Article 30

These Articles where originally established on January 16, 1973; The 1st amendment was made on April 25, 1974; The 2nd amendment was made on November 10, 1976; The 3rd amendment was made on March 15, 1980; The 4th amendment was made on October 23, 1980; The 5th amendment was made on December 3, 1980; The 6th amendment was made on January 5, 1981; The 7th amendment was made on June 29, 1982; The 8th amendment was made on November 23, 1982; The 9th amendment was made on August 4, 1983; The 10th amendment was made on September 24, 1983; The 11th amendment was made on January 24, 1984; The 12th amendment was made on August 20, 1984; The 13th amendment was made on December 18, 1984; The 14th amendment was made on August 5, 1985; The 15th amendment was made on December 5, 1985; The 16th amendment was made on March 9, 1987; The 17th amendment was made on June 12, 1987; The 18th amendment was made on July 20, 1987; The 19th amendment was made on September 10, 1987; The 20th amendment was made on September 29, 1987; The 21st amendment was made on October 19, 1987; The 22nd amendment was made on December 31, 1987; The 23rd amendment was made on December 20, 1988; The 24th amendment was made on March 3, 1989; The 25th amendment was made on May 17, 1989;

The 26th amendment was made on February 17, 1990; The 27th amendment was made on September 12, 1990; The 28th amendment was made on November 15, 1990; The 29th amendment was made on December 12, 1990; The 30th amendment was made on January 3, 1991; The 31st amendment was made on April 15, 1992; The 32nd amendment was made on July 20, 1992; The 33th amendment was made on October 15, 1992; The 34th amendment was made on December 7, 1992; The 35th amendment was made on December 31, 1992; The 36th amendment was made on April 1, 1993; The 37th amendment was made on March 30, 1998; The 38th amendment was made on September 25, 1998; The 39th amendment was made on November 21, 1998; The 40th amendment was made on April 17, 2000; The 41st amendment was made on April 27, 2001; The 42nd amendment was made on June 25, 2002; The 43th amendment was made on April 29, 2004; The 44th amendment was made on May 31, 2005; The 45th amendment was made on October 5, 2005; The 46th amendment was made on May 30, 2006; The 47th amendment was made on May 22, 2008; The 48th amendment was made on May 22, 2009; The 49th amendment was made on May 21, 2010; The 50th amendment was made on June 30, 2011; The 51st amendment was made on May 22, 2012; The 52nd amendment was made on May 26, 2016; The 53th amendment was made on May 26, 2017; The 54th amendment was made on May 30, 2019; The 55th amendment was made on November 29, 2019.

EVERGREEN STEEL CORPORATION Chairman Lin Keng-Li

EVERGREEN STEEL CORPORATION

RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING

Article 1

Shareholders’ Meeting of the Company (the “Meeting”) shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article 2

Shareholders in these Rules refer to shareholders themselves or their designated proxies attending the Meeting.

The number of representatives appointed by any juristic person shareholders attending the shareholders’ meeting shall not exceed the total number of the company's directors of the current term.

Any juristic person designated as proxy by shareholders to be present at the Meeting may appoint only one representative to attend the Meeting.

Article 3

Shareholders attending the Meeting shall bring an attendance card, and submit it for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.

The attendance of the Meeting shall be calculated based on shares.

Article 4

The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.

Article 5

Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the majority at the time scheduled for the Meeting, the chairman may postpone the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after

two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act.

If before the end of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman shall submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.

Article 6

The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors.

If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting. If there are more than two persons convening the Meeting, they should select one person to be the chairman.

Article 7

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.

The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the items (including special motions) listed in the agenda are resolved. In the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting. The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.

Article 7-1

In accordance with Article 172-1 of the Company Act, the shareholders who hold one percent (1%) or more of the total number of outstanding shares of the Company may submit proposal in written form for discussion at the annual general meeting of shareholders.

The proposals submitted by shareholders violating Article 172-1 of the Company Act

shall not be included in the agenda of the Meeting and the minute of the Meeting, but the cause of exclusion of such proposals shall be listed in the appendix of the handbook for shareholders’ meeting proceedings of the Company.

The shareholders’ proposals complying with the Article 172-1 of the Company Act, which are classified into the same category of the proposal submitted by the Board of Directors, shall be deemed as the amendment of the proposal submitted by the Board of Directors, and the Chairman may combine them into one proposal to deal with.

Article 8

When a shareholder attending the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder’s number (or the number of the Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

If any shareholder presenting at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise the chairman shall stop such interruption.

Article 9

If a juristic person shareholder designates two or more representatives to attend the Meeting, only one representative is entitled to speak for each discussion item.

When reporting the topic, speech for each shareholder is limited to once, and the speech shall not exceed five minutes for all reporting items.

Unless otherwise permitted by the chairman, each shareholder shall not speak more than two times concerning each motion and each preposition shall not exceed 5 minutes with regard to each proposal listed in ratification and discussion items listed on the agenda, proposals collected during special motion procedure.

When a shareholder speaks with regard to non-proposal matters and expresses other opinions during the special motion session, the provisions in the preceding paragraph regarding speaking time and number of speaking times shall be applied.

In case the speech of any shareholder violates the proceeding four provisions, exceeds the scope of the discussion item, or disturbs the order of the meeting, the chairman is entitled to stop the speech of such shareholder.

Article 10

The Company may ask its lawyer, certified public accountant or related person to attend the Meeting. After a shareholder speaks, chairman may answer the question personally or designate the related person to answer the question.

Article 11

Unless otherwise required by the Company Act or the Articles of Incorporation, a resolution of a shareholders’ meeting shall be adopted by a majority of the votes represented by the Shareholders present at the Meeting.

Article 12

The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman and the resolution is passed by applause. If there is objection, the resolution should be voted by casting ballots.

Article 13

If there is an amendment to or a substitute for a proposal of a discussion topic, the chairman shall decide the sequence of voting for the amendment or the substitute, together with the original proposal. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.

Article 14

Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion and propose that votes be made.

Article 15

During the Meeting, the chairman may, at his/her discretion, set time for intermission.

Article 16

The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded.

Article 17

The process of the meeting shall be fully recorded via audio or video recording, and retained for at least one (1) year.

Logistics staff and disciplinary officers (including security guards) assisting the Meeting shall wear badge or armband for identification purpose.

Article 18

The chairman may command the disciplinary personnel (or security guards) to help safeguard the order of the meeting site.

Article 19

These Rules and Procedures shall be effective from the date it is approved by the Shareholders’ Meeting. The same applies in case of revision.

The History of “RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING”

These Rules and Procedures were enacted on March 26, 1997. The 1st amendment was made on March 30, 1998. The 2nd amendment was made on June 25, 2002. The 3rd amendment was made on May 30, 2006. The 4th amendment was made on May 22, 2012. The 5th amendment was made on November 29, 2019.

EVERGREEN STEEL CORPORATION

Shareholdings of Directors

Title	Name	Shares held
Chairman	Evergreen Logistics Corp. Representative: Lin, Keng-Li	100,000
Director	Evergreen International Corp. Representative: Chang, Kuo-Hua	91,101,257
Director	Evergreen International Corp. Representative: Ko, Lee-Ching
Director	Wei-Dar Development Co., Ltd. Representative: Lee, Mon-Ling	12,823,245
Independent Director	Lee, Kuan Hsien	0
Independent Director	Lien, Yuan-Lung
Independent Director	Chiang, Jui-Chin
Total		104,024,502

Notes:

As of April 27, 2021, the book closure date for the Company’s shareholders’ meeting, the total number of shares already issued is 419,981,963 shares.
The minimum shareholding required to be held by all directors is 16,000,000 shares.

AI assistant

EGST — AGM Information 2021

51983_rns_2021-08-11_bb0fdc6b-03a8-4466-8269-5d300bafef76.pdf

Evergreen Steel Corporation

Meeting Handbook

Table of Contents

AGENDA FOR THE MEETING

Evergreen Steel Corporation

2021 Annual General Shareholders’ Meeting

I. Report the total number of shares represented at this AGM and announce commencement of the meeting.

II. Chairman’s Address.

III. Report Items:

IV. Ratification and Discussion Items

Proposal 1: Ratification of the 2020 Business Report and Audited Financial Report (Handbook pages 4-28). Please ratify.

Resolution:

Proposal 2: Ratification of 2020 earnings distribution (Handbook page 29). Please ratify.

Description:

Resolution:

Proposed by the Board of Directors

Resolution :

V. Extraordinary Motions

VI. Meeting Adjournment

EVERGREEN STEEL CORPORATION

BUSINESS REPORT OF THE YEAR 2020

1. Implementation results of the business plan

(1) Steel structure business:

a) Steel Structure Business Division:

(2) Environmental protection business:

2. Execution of the budget

(1) Financial income and expenditure:

(2) Profitability analysis

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Project Revenue Recognition

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

EVERGREEN STEEL CORPORATION

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

EVERGREEN STEEL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

EVERGREEN STEEL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

EVERGREEN STEEL CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

EVERGREEN STEEL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

EVERGREEN STEEL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Project Revenue Recognition

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

EVERGREEN STEEL CORPORATION

2020 Profit Allocation Proposal

Audit Committee’s Review Report

TO：2021 Annual General Shareholders’ Meeting

Evergreen Steel Corporation

EVERGREEN STEEL CORPORATION

Comparison Table for Rules and Procedures of Shareholders’ Meeting Before and After Amendments

EVERGREEN STEEL CORPORATION ARTICLES OF INCORPORATION

EGST AGM Information 2021