EGST — AGM Information 2021

Aug 11, 2021

Stock Code ： 2211

==> picture [236 x 47] intentionally omitted <==

Evergreen Steel Corporation

2021 Annual General Shareholders’ Meeting

Meeting Minutes

July 23, 2021

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

Evergreen Steel Corporation

Minutes of 2021 Annual General Shareholders’ Meeting

Meeting Time: 9:00 AM on July 23 (Friday), 2021

Meeting Location: Meeting Room on the 10th floor, International Convention Center of Chang Yung-Fa Foundation, No.11, Zhongshan S. Rd., Taipei, Taiwan

Attendance: There were 271,291,268 shares representing shareholders attending (including electronic voting or by proxy), reaching 65.29% 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

Secretary: Ms. Hsu, Kuang-Yi

Attendants as guest: Mr. Lee, Kuan-Hsien, Independent Director/ Ms. Ko, LeeChing, Director/ Ms. Lee, Mon-Ling, Director/ Mr. Lin Li-Fu, Lawyer / Mr. Chang, Ching-Fu, CPA

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

• II. Chairman’s Address: Omitted.

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.

1

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: The vote was in favor of the proposal, and the vote report was as follows:

Voting Results	Electronic Votes	Aggregated Votes (including Electronic Votes)	% of the total votes at the time of voting
Approval	175,230,470	271,195,445	99.96
Disapproval	35,214	35,214	0.01
Invalidation	0	0	0
Abstention/ Unvote	37,609	60,609	0.02
Total	175,303,293	271,291,268	100.00

Proposed by the Board of Directors

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

Description:

1. 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.

2. 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.

2

1. 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: The vote was in favor of the proposal, and the vote report was as follows:

	follows:
Voting Results	Electronic Votes	Aggregated Votes (including Electronic Votes)	% of the total votes at the time of voting
Approval	175,203,650	271,168,625	99.95
Disapproval	65,214	65,214	0.02
Invalidation	0	0	0
Abstention/ Unvote	34,429	57,429	0.02
Total	175,303,293	271,291,268	100.00

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 : The vote was in favor of the proposal, and the vote report was as follows:

3

Voting Results	Electronic Votes	Aggregated Votes (including Electronic Votes)	% of the total votes at the time of voting
Approval	175,210,994	271,175,969	99.95
Disapproval	35,214	35,214	0.01
Invalidation	0	0	0
Abstention/ Unvote	57,085	80,085	0.02
Total	175,303,293	271,291,268	100.00

V. Extraordinary Motions ： None.

VI. Meeting Adjournment.

• Notes 1: The meeting minutes was recorded in accordance with the provision of paragraph 4 of Article 183 of the Company Law. The meeting audio recording still prevails regarding the meeting content, proceedings and shareholders’ statements.

• Notes 2: Because the percentage of approval votes, disapproval votes, invalid votes, abstention votes and no votes held by total votes is calculated rounded down to the second decimal place, the total percentage will not be exactly equal to 100.00.

4

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.

5

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)

6

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)

7

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.

8

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)

9

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)

10

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.

11

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)

12

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)

13

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.

14

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)

15

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)

16

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.

17

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.

18

	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

19

	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.

20