EGST - AGM Information 2022 | FinancialReports.eu

Stock Code ： 2211

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Evergreen Steel Corporation

2022 Annual General Shareholders’ Meeting

Meeting Minutes

June 10, 2022

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2022 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 2022 Annual General Shareholders’ Meeting

Type of Meeting: Physical Meeting

Meeting Time: 9:00 AM on June 10 (Friday), 2022

Meeting Location: Meeting Room on the 8[th] floor, International Convention Center of Chang Yung-Fa Foundation

No.11, Chungshan S. Road, Taipei, Taiwan

Attendance: There are 391,441,313 shares representing shareholders attending (including electronic voting or by proxy), reaching 93.85% of 417,091,463 shares issued by the Company.

(The 2,890,500 shares without voting right shall not be included in the total 419,981,963 shares issued by the Company of this AGM.)

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

Secretary: Ms. Lai, Yen-Hsi

Attendants as guest: Mr. Lee, Kuan-Hsien, Independent Director/ Mr. Lien, YuanLung, Independent Director/ Ms. Chiang, Jui-Chin, Independent Director (by video)/ Ms. Lee, Mon-Ling, Director/ Mr. Cheng, Shen-Chih, Director/ Mr. Chen, ChaoLung, Director/ Mr. Liu, Pang-En, President/ Ms. Chen, JiinShian, Lawyer/ Ms. Chang, Ching-Hsia, CPA

I. Report the total number of shares represented at this AGM.

II. Announce commencement of the meeting and Chairman’s address: Omitted.

III. Report Items:

A. Business Report of the year 2021 (Handbook pages 6-9).
B. Audit Committee’s Review Report of the year 2021 (Handbook page 31).
C. 2021 Compensation of Employees and Directors Report:
The Board of Directors appropriated NT$7,141,047 as Employees’ Compensation in cash and NT$5,000,000 as Directors’ Compensation pursuant to the Articles of Incorporation.
D. 2021 Directors’ Remuneration Report (Handbook page 32-33).

Summary of the Essential Points of the Proceedings Summary of Shareholders’ Statements:

Shareholders (Account No. 300011, 300010, 34602, 37916) inquired about the Company’s process of Annual General Shareholders’ Meeting, the distribution of AGM’s souvenirs for solicitors of AGM’s proxies, operation situation and financial condition.

The above inquiries were responded by the Chairman, the Lawyer and the officials in charge designated by the Chairman.

IV. Ratification and Discussion Items

Proposed by the Board of Directors

Proposal 1: Ratification of the 2021 Business Report and Audited Financial Report (Handbook pages 6-29). Please ratify.

Description: The 2021 Financial Report of the Company has been audited by Ms. Chang, Ching-Hsia and Mr. Chao, Yung-Hsiang, the CPA of Deloitte & Touche Taiwan.

Summary of the Essential Points of the Proceedings Summary of Shareholders’ Statements:

Shareholder (Account No. 300010) inquired about the Company’s financial condition.

The above inquiries were responded by the Chairman and the officials in charge designated by the Chairman.

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	7,233,984	387,107,968	98.51
Disapproval	7,129	7,129	0.00
Invalidation	0	0	0.00
Abstention/Unvoted	5,806,196	5,845,919	1.48
Total	13,047,309	392,961,016	100.00

Proposed by the Board of Directors

Proposal 2: Ratification of 2021 earnings distribution (Handbook page 30). Please ratify.

Description:

The Company is planning to distribute cash dividend NT$3 per share. The total of cash dividends shall be NT$1,251,274,389. 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: 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	7,256,243	387,120,227	98.51
Disapproval	20,990	20,990	0.00
Invalidation	0	0	0.00
Abstention/Unvoted	5,770,076	5,819,799	1.48
Total	13,047,309	392,961,016	100.00

Proposed by the Board of Directors Proposal 3: Proposal to amend the Company’s “Articles of Incorporation”. (Handbook pages 34-38). Please discuss.

Description: Highlights of the amendments are as below:

In order to increase the flexibility of the Company in convening shareholders’ meetings, it is proposed to amend Article 8 in accordance with Article 172-2 of the Company Act to add Paragraphs 2 and 3, which stipulate that the Company’s shareholders’ meetings can be held by means of a video conferencing network or other methods as promulgated by the central competent authority.
According to the Order No. Financial-Supervisory-Securities-

Corporate-1090150022 issued by Financial Supervisory Commission R.O.C (Taiwan) (hereinafter referred to as “FSC”) on March 31, 2021, which stipulates when a public company has a distributable surplus for the net value of other deductions from equity accrued from prior years, the same amount thereof shall be set aside for special surplus reserve from retained earnings accrued from prior years. If the special surplus reserve is still insufficient, the amount from the net income after taxes for the current period, plus the items, other than the net income after taxes for the current period, shall be included in the amount of retained earnings for the current period to be set aside for such a purpose, which shall also be stipulated in the dividend policy of the Company’s Articles of Incorporation.

Based on the principle of conservativeness and stability, it is proposed to add Paragraph 2 of Article 27-1 in accordance with the aforementioned Order; and the original Paragraph 2 is adjusted to Paragraph 3.

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	7,262,246	387,126,230	98.51
Disapproval	9,737	9,737	0.00
Invalidation	0	0	0.00
Abstention/Unvoted	5,775,326	5,825,049	1.48
Total	13,047,309	392,961,016	100.00

Proposed by the Board of Directors Proposal 4: Proposal to amend the “ Procedures for Acquiring and Disposing ” of Assets . (Handbook pages 39-54). Please discuss.

Description: The Procedures are amended in accordance with the amendment of

the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies ” announced by order of No. FinancialSupervisory-Securities-Corporate- 1110380465 by FSC on January 28, 2022.

Summary of the Essential Points of the Proceedings Summary of Shareholders’ Statements:

Shareholder (Account No. 300023) praised the management team's outstanding performance despite the impact of COVID-19.

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	7,261,253	387,125,237	98.51
Disapproval	14,230	14,230	0.00
Invalidation	0	0	0.00
Abstention/Unvoted	5,771,826	5,821,549	1.48
Total	13,047,309	392,961,016	100.00

V. Election Item

Proposed by the Board of Directors

Proposal: Proposal to elect the Directors of the Company.

Description:

Since the term of office of the current Directors will expire on November 28, 2022, it is proposed to elect seven Directors (including three Independent Directors) according to Article 15 of the Articles of Incorporation of the Company. The new Directors,

whose term of office shall be three years from June 10, 2022 to June 9, 2025, shall take office after Annual General Shareholders’ Meeting, and the current Directors shall be discharged simultaneously.

The election of the Directors is conducted under the “candidate nomination system”. The list of candidates for directors (including independent directors) and relevant information are as Handbook Pages 55-62.

Election Results: The newly elected directors were as follows:

Election	Results:The n	ewly elected directors w	ere as follows	:
Item	A/C Number/ ID Number	Name	Shareholding	Votes Received
Director	37958	HUI Corporation Representative: Lin, Keng-Li	100,000	421,664,841
	1924	Wei-Dar Development Co., Ltd. Representative: Lee, Mon-Ling	12,823,245	420,763,458
	37958	HUI Corporation Representative: Ko, Lee-Ching	100,000	416,667,473
	37957	Kaiming Investment Co., Ltd. (Note)	5,000	389,533,270
Independent Director	E1025*	Lin, Tian-Sung	0	264,588,636
	Q2205*	Lin, Shu-Ling	0	235,263,518
	Y1201*	Lien, Yuan-Lung	0	119,415,380

Note:

According to Article 4 of “Regulations for Electing Directors” of the Company: “The required number of Independent Directors and non-Independent Directors shall be elected in accordance with the Articles of Incorporation, and the

candidates who obtain more votes than others from the election will be deemed elected in turn. When the number of votes obtained by two or more than two candidates is the same but that exceed the required number of Directors to be elected, the case shall be determined by drawing lots, and the Chairman of the Shareholders’ Meeting shall draw the lots for any candidate who is involved in the case but fails to attend the meeting.”

The number of votes obtained by the director candidates “Kaiming Investment Co., Ltd.” and “Evergreen International Corp.” was the same (389,533,270 votes). Therefore, according to Article 4 of “Regulations for Electing Directors” of the Company, the director shall be determined by drawing lots. Since the representative of “Kaiming Investment Co., Ltd.” was not present at the meeting, the Chairman of the Shareholders’ Meeting drew lots for “Kaiming Investment Co., Ltd.”.

Summary of drawing lots of the Proceedings

1. Determine the draw order:

After drawing lots by the representative of “Evergreen International Corp.” and the Chairman on behalf of “Kaiming Investment Co., Ltd.”, the order of “Evergreen International Corp.” was 1, and the order of “Kaiming Investment Co., Ltd.” was 2.

2. Result of the draw

After drawing lots by the representative of “Evergreen International Corp.” and the Chairman on behalf of “Kaiming Investment Co., Ltd.”, “Kaiming Investment Co., Ltd.” was elected as a director.

VI. Other Item

Proposed by the Board of Directors

Proposal: Discussion on approving the release of restrictions of competitive activities of new Directors. Please discuss.

Description:

Directors who, for themselves or others run businesses which are similar to the business of the Company, shall report to and obtain permission from the Shareholders’ Meeting.

The competitive activities of the Director Candidate are attached (Handbook Pages 55-62). The competitive activities for new Directors will be subject to the Election Results.

Summary of the Essential Points of the Proceedings

According to the explanation of participants of the meeting, “ Kaiming Investment Co., Ltd.” is also currently the Chairman of “Evergreen International Corp.”. Therefore, they requested the Shareholders’ Meeting to approve the release of restrictions of competitive activities of “Kaiming Investment Co., Ltd.”.

Resolution: The vote was against 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	7,159,392	190,218,880	46.87
Disapproval	70,878	70,878	0.01
Invalidation	0	0	0.00
Abstention/Unvoted	5,817,039	215,494,503	53.10
Total	13,047,309	405,784,261	100.00

VII. Extraordinary Motion: None.

VIII. Meeting Adjournment.

Note 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.

Note 2: Because the percentage of approval votes, disapproval votes, invalid votes, abstention votes and no votes held by total votes is calculated rounded down to the second decimal place, the total percentage will not be exactly equal to 100.00%.
Note 3: The more contents of the shareholders' speeches were recorded in the Chinese version of the minutes of the Annual General Meeting. In the event of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(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, net (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) Financial assets at amortized cost - non-current (Notes 4, 8 and 32) Investments accounted for using equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13 and 32) Right-of-use assets (Notes 4 and 14) Investment properties (Notes 4, 15 and 32) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 27) Refundable deposits Net defined benefit assets - non-current (Notes 4 and 22) 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 and 25) Notes payable, net (Note 23) Trade payable, net (Notes 19 and 23) Other payables (Notes 20 and 31) Current tax liabilities (Notes 4 and 27) Provisions - current (Notes 4 and 21) Lease liabilities - current (Notes 4 and 14) 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 (Notes 4 and 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		2021 Amount % $ 4,313,668 13 32,894 - 3,272,392 10 38,159 - 1,747,619 5 32,645 - 28,443 - 3,161,609 9 63,520 - 12,690,949 37 13,771,717 40 37,602 - 157,509 1 3,220,187 9 26,378 - 103,528 - 4,223,106 12 61,366 - 9,784 - 3,522 - 181,339 1 21,796,038 63 $ 34,486,987 100 $ 100,000 - 449,937 2 1,388,916 4 394,003 1 1,740,979 5 445,656 1 214,091 1 61,408 - 13,626 - - - 60,890 - 4,869,506 14 3,194,646 10 71,262 - 11,278 - 8,579 - 25,399 - 23,791 - 3,334,955 10 8,204,461 24 4,199,820 12 1,340,352 4 2,294,939 6 6,839,705 20 9,134,644 26 (470) - 8,584,546 25 8,584,076 25 (49,938) - 23,208,954 67 3,073,572 9 26,282,526 76 $ 34,486,987 100		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 5 406,764 2 175,916 1 60,792 - 8,756 - 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

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, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 25 and 31) OPERATING COSTS (Notes 10, 22, 26 and 31) GROSS PROFIT OPERATING EXPENSES (Notes 22, 26 and 31) Selling and marketing expenses General and administrative expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income (Notes 26 and 31) Other gains (losses) (Note 26) Finance costs (Note 26) 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)		2021 Amount % $ 13,608,597 100 (11,252,685) (83) 2,355,912 17 (314,054) (2) (248,198) (2) (39,722) - (601,974) (4) 1,753,938 13 24,858 - 172,044 1 (11,470) - (16,630) - 31,891 - 200,693 1 1,954,631 14 (350,369) (2) 1,604,262 12 2,213 - 7,839,240 57 (443) - 7,841,010 57		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 (Continued)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 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		2021 Amount % $ (181) - 423 - 242 - 7,841,252 57 $ 9,445,514 69 $ 1,278,260 9 326,002 3 $ 1,604,262 12 $ 8,886,972 65 558,542 4 $ 9,445,514 69 $ 3.11 $ 3.11		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


		$		$
		$		$
		$		$
		$		$
		$		$

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

(Concluded)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2020 Appropriation and distribution of 2019 retain earnings Legal reserve Cash dividend to shareholders 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 Subsidiary receives dividend from the parent company Changes in percentage of ownership interests in subsidiaries Cash dividends distributed by subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2020 Appropriation and distribution of 2020 retain earnings Legal reserve Cash dividend to shareholders Dividends from claims extinguished by prescription Net profit for the year ended December 31, 2021 Other comprehensive income for the year ended December 31, 20221, net of income tax Total comprehensive income for the year ended December 31, 2021 Issuance of ordinary shares for cash Disposal of treasury shares Changes in percentage of ownership interests in subsidiaries Cash dividends distributed by subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2021				Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company	Total Non-controlling Interests $ 12,690,886 $ 2,154,672 - - (793,071 ) - 1,043,649 360,610 994,308 64,926 2,037,957 425,536 52,535 - 4,998 - 8,510 490,486 - (274,940 ) - - 14,001,815 2,795,754 - - (872,378 ) - 100 - 1,278,260 326,002 7,608,712 232,540 8,886,972 558,542 1,042,650 - 149,795 - - (1 ) - (280,723 ) - - $ 23,208,954 $ 3,073,572	Total Equity $ 14,845,558 - (793,071 ) 1,404,259 1,059,234 2,463,493 52,535 4,998 498,996 (274,940 ) - 16,797,569 - (872,378 ) 100 1,604,262 7,841,252 9,445,514 1,042,650 149,795 (1 ) (280,723 ) - $ 26,282,526
		Share Capital Shares (In Thousands) Amount Capital Surplus 399,426 $ 3,994,260 $ 356,431 - - - - - - - - - - - - - - - - - 26,603 - - 4,998 - - 8,510 - - - - - - 399,426 3,994,260 396,542 - - - - - - - - 100 - - - - - - - - - 20,556 205,560 837,090 - - 106,620 - - - - - - - - - 419,982 $ 4,199,820 $ 1,340,352		Retained Earnings Legal Reserve Unappropriated Earnings $ 2,095,929 $ 6,192,425 94,744 (94,744 ) - (793,071 ) - 1,043,649 - (456) - 1,043,193 - - - - - - - - - (534) 2,190,673 6,347,269 104,266 (104,266 ) - (872,378 ) - - - 1,278,260 - 915 - 1,279,175 - - - - - - - - - 189,905 $ 2,294,939 $ 6,839,705	Other Equity Exchange Differences Translation of the Financial Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Statements of Foreign Operations Comprehensive Income Treasury Stock $ (921 ) $ 171,807 $ (119,045 ) - - - - - - - - - 273 994,491 - 273 994,491 - - - 25,932 - - - - - - - - - - 534 - (648 ) 1,166,832 (93,113 ) - - - - - - - - - - - - 178 7,607,619 - 178 7,607,619 - - - - - - 43,175 - - - - - - - (189,905) - $ (470 ) $ 8,584,546 $ (49,938 )
		Shares (In Thousands) 399,426 - - - - - - - - - - 399,426 - - - - - - 20,556 - - - - 419,982

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, 2021 AND 2020 (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 on trade receivables Finance costs Interest income Dividend income Ordinary shares transferred to employees at cost Share of profit of associates Gain on disposal of property, plant and equipment Net loss on disposal of inventories Impairment loss on investment properties Gain on lease modification Changes in operating assets and liabilities Decrease (increase) in contract assets Decrease (increase) in notes receivable Increase in trade receivables Decrease (increase) in other receivables Increase in inventories Decrease (increase) in other current assets Increase in net defined benefit assets Increase in contract liabilities Increase in notes payable Increase in trade payables Increase in other payables Increase (decrease) 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 generated (used in) from 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 Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost	2021 $ 1,954,631 397,178 4,465 39,722 16,630 (24,858) (140,612) 39,660 (31,891) (3,913) 2,159 - (7) 878,682 88,751 (883,493) 14,905 (2,155,010) 112,277 (848) 1,006,107 38,620 568,002 37,357 616 3,993 (27,906) 8,275 1,943,492 24,978 (53,418) (326,390) 1,588,662 (5,240) 848,274 (47,844) 800	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) 1,646 (9,562) 990 (Continued)

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Increase in other non-current assets Other dividends received Dividends received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Repayments of) proceeds from short-term borrowings (Repayments of) proceeds from bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits Repayment of principal portion of lease liabilities Repayments of cash dividend Proceeds from issuance of ordinary shares Proceeds from disposal of treasury shares (Decrease) Increase in non-controlling interests Dividends paid to non-controlling interests Dividends from claims extinguished by prescription Net cash (used in) generated from financing activities NET INCREASE 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	2021 $ (194,488) 5,541 (1,781) (1,449,532) (63,935) 140,612 25,000 (742,593) (590,000) (1,349,234) 1,601,177 (400,000) 165 (13,575) (872,378) 1,002,990 149,795 (1) (280,723) 100 (751,684) 94,385 4,219,283 $ 4,313,668	2020 $ (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) 8,909 (9,825) (788,073) - 52,535 498,996 (274,940) - 3,018,031 860,231 3,359,052 $ 4,219,283

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

(Concluded)

EVERGREEN STEEL CORPORATION

BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (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, net (Notes 4 and 21) Trade receivables, net (Notes 4, 9 and 21) Trade receivables from related parties, net (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 and 14) Intangible assets (Note 4) Deferred tax assets (Notes 4 and 25) Refundable deposits Net defined benefit assets - non-current (Notes 4 and 20) 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 (Note 21) Trade payable, net (Notes 17 and 21) Other payables (Notes 18 and 29) Current tax liabilities (Notes 4 and 25) Provisions - current (Notes 4 and 19) Lease liabilities - current (Notes 4 and 13) 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		2021 Amount % $ 739,752 3 3,600 - 3,272,392 12 38,159 - 1,540,748 5 32,275 - 21,796 - 3,143,166 11 56,829 - 8,848,717 31 12,743,751 45 4,106,942 15 2,383,645 9 26,378 - 7,823 - 5,688 - 32,094 - 7,071 - 548 - 16,636 - 19,330,576 69 $ 28,179,293 100 $ 100,000 - 449,937 2 1,380,717 5 390,502 2 1,638,382 6 214,832 1 105,662 - 61,408 - 13,626 - - - 32,892 - 4,387,958 16 500,000 2 70,667 - 11,278 - - - 436 - 582,381 2 4,970,339 18 4,199,820 15 1,340,352 5 2,294,939 8 6,839,705 24 9,134,644 32 (470) - 8,584,546 30 8,584,076 30 (49,938) - 23,208,954 82 $ 28,179,293 100		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 6 147,118 1 68,835 - 60,792 - 8,756 - 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

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

EVERGREEN STEEL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

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 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 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		2021 Amount % $ 11,614,440 100 (10,394,215) (90) 1,220,225 10 (297,454) (3) (139,938) (1) (39,722) - (477,114) (4) 743,111 6 6,086 - 151,502 1 1,615 - (16,607) - 530,361 5 672,957 6 1,416,068 12 (137,808) (1) 1,278,260 11 282 - 7,607,619 66 690 -		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 - (Continued)

EVERGREEN STEEL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

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		2021 Amount % $ (57) - 7,608,534 66 60 - 118 - 178 - 7,608,712 66 $ 8,886,972 77 $ 3.11 $ 3.11		2020
				Amount % $ 214 - 994,035 14 341 - (68) - 273 - 994,308 14 $ 2,037,957 28 $ 2.65 $ 2.65

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, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2020 Appropriation of 2019 earnings Legal reserve Cash dividends to shareholders 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 Subsidiary receives dividend from the parent company Changes in percentage of ownership interests in subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2020 Appropriation of 2020 earnings Legal reserve Cash dividends to shareholders Dividends from claims extinguished by prescription Net profit for the year ended December 31, 2021 Other comprehensive income for the year ended December 31, 2021, net of income tax Total comprehensive income for the year ended December 31, 2021 Issuance of ordinary shares for cash Disposal of treasury shares Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2021	Share Capital Ordinary Shares (In Thousands) Amount Capital Surplus 399,426 $ 3,994,260 $ 356,431 - - - - - - - - - - - - - - - - - 26,603 - - 4,998 - - 8,510 - - - 399,426 3,994,260 396,542 - - - - - - - - 100 - - - - - - - - - 20,556 205,560 837,090 - - 106,620 - - - 419,982 $ 4,199,820 $ 1,340,352		Retained Earnings Legal Reserve Unappropriated Earnings $ 2,095,929 $ 6,192,425 94,744 (94,744 ) - (793,071 ) - 1,043,649 - (456) - 1,043,193 - - - - - - - (534) 2,190,673 6,347,269 104,266 (104,266 ) - (872,378 ) - - - 1,278,260 - 915 - 1,279,175 - - - - - 189,905 $ 2,294,939 $ 6,839,705	Other Equity Exchange Differences on Translation of the Unrealized Gain `（`Loss`）`on Financial Assets at Fair Value Through Financial Statements of Foreign Operations Other Comprehensive Income Treasury Shares $ (921 ) $ 171,807 $ (119,045 ) - - - - - - - - - 273 994,491 - 273 994,491 - - - 25,932 - - - - - - - 534 - (648 ) 1,166,832 (93,113 ) - - - - - - - - - - - - 178 7,607,619 - 178 7,607,619 - - - - - - 43,175 - (189,905) - $ (470 ) $ 8,584,546 $ (49,938 )	Total Equity $ 12,690,886 - (793,071 ) 1,043,649 994,308 2,037,957 52,535 4,998 8,510 - 14,001,815 - (872,378 ) 100 1,278,260 7,608,712 8,886,972 1,042,650 149,795 - $ 23,208,954
	Ordinary Shares (In Thousands) 399,426 - - - - - - - - - 399,426 - - - - - - 20,556 - - 419,982

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

EVERGREEN STEEL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized on trade receivables Finance costs Interest income Dividend income Ordinary shares transferred to employees at cost Share of profit of subsidiaries Gain on disposal of property, plant and equipment Net loss on disposal of inventories Impairment loss on investment properties Realized gain on the transactions with subsidiaries Gain on lease modification Changes in operating assets and liabilities Decrease (increase) in contract assets Decrease (increase) in notes receivable Increase in trade receivables Increase in other receivables Increase in inventories Decrease (increase) in other current assets Increase in net defined benefit assets Increase in contract liabilities Increase in notes payable Increase in trade payables Increase in other payables Increase (decrease) in provisions Decrease in deferred revenue Increase (decrease) in other current liabilities Decrease in net defined benefit liabilities Cash generated from (used in) operations Interest received Interest paid Income tax paid Net cash generated from (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 Acquisition of investments accounted for using equity the method	2021 $ 1,416,068 144,241 3,278 39,722 16,607 (6,086) (122,674) 39,660 (530,361) (5,124) 2,159 - (955) (7) 878,682 88,066 (909,841) (6,832) (2,157,298) 107,641 (267) 1,056,962 40,936 506,199 68,029 616 (94) 861 (23,033) 647,155 6,047 (16,922) (110,499) 525,781 (5,240) 657,812 (1)	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) (Continued)

EVERGREEN STEEL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Decrease in other non-current assets Dividends received Dividends received from subsidiaries Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Repayments of) proceeds from short-term borrowings (Repayments of) proceeds from bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits Repayment of principal portion of lease liabilities Repayments of cash dividend Proceeds from issuance of ordinary shares Dividends from claims extinguished by prescription Net cash (used in) generated from financing activities NET INCREASE 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	2021 $ (130,112) 5,177 (388) (5,405) 63,011 122,674 764,627 1,472,155 (590,000) (1,349,234) 300,000 (400,000) - (13,575) (872,378) 1,002,990 100 (1,922,097) 75,839 663,913 $ 739,752	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

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

(Concluded)

EVERGREEN STEEL CORPORATION

2021 Profit Allocation Proposal

Unit﹕NT$	Unit﹕NT$	Unit﹕NT$
Item	Amount
Unappropriated Retained Earnings at the Beginning of the Year Add﹕Remeasurement of the Defined Benefit Plan Recorded in Retained Earnings Add﹕Disposal of Investments in Equity Instruments Designated at Fair Value through Other Comprehensive Income Adjusted Undistributed Earnings Add﹕Net Income of 2021 Legal Reserve Retained Earnings Available for Distribution as of December 31, 2021 Distribution Item﹕ Cash Dividends of Ordinary Shares (NT$3 per share) Unappropriated Retained Earnings at the End of the Year	1,278,259,843 (146,908,001)	$5,370,626,213 915,237 189,904,927
		$5,561,446,377 1,131,351,842
		6,692,798,219 1,251,274,389
		$5,441,523,830

Note 1：The Company uses earnings of 2021 to distribute dividends. Note 2：The 2021 surplus distribution is calculated based on 417,091,463 shares, which is the total number of 419,981,963 shares issued by the Company, deducting 2,890,500 treasury shares held by the Company.

Note 1 ： The Company uses earnings of 2021 to distribute dividends.

Note 2：The 2021 surplus distribution is calculated based on 417,091,463 shares, which is the total number of 419,981,963 shares issued by the Company, deducting 2,890,500 treasury shares held by the Company.

EVERGREEN STEEL CORPORATION

Comparison Table for the Articles of Incorporation Before and After Amendments

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After amendment Before amendment Reason for amendment
In order to increase the
Article 8 Article 8
flexibility of the Company
The Shareholders’ Meeting of The Shareholders’ Meeting of
in convening shareholders’
the Company consists of two the Company consists of two
meetings, the Article is
categories: the Annual General categories: the Annual General
amended in accordance with
and Extraordinary Meetings; and Extraordinary Meetings;
Article 172-2 of the
1. The Annual General Meeting 1. The Annual General Meeting Company Act:
shall be duly held within six shall be duly held within six 1. Paragraph 2 is added to
(6) months after the end of (6) months after the end of the Article, which
each fiscal year of the each fiscal year of the stipulates that the
Company; Company; Company’s shareholders’
meetings can be held by
2. The Extraordinary Meeting 2. The Extraordinary Meeting
means of a video
of the Company may be duly of the Company may be duly
conferencing network or
held if necessary. held if necessary.
The Company’s shareholders’ other methods as
promulgated by the
meetings can be held by means
central competent
of video conferencing network
or other methods as authority.
2. Paragraph 3 is added to
promulgated by the central
the Article, which
competent authority.
In the case where a stipulates that the
’ shareholders taking part
shareholders meeting is
in such a video
convened via a video
conference of the
conferencing network, the
shareholders’ meeting
shareholders taking part in
convened via video
such a video conference
conferencing network
meeting shall be deemed to
shall be deemed to have
have attended the meeting in
attended the meeting in
person.
person.
Article 15 Article 15 Considering the scale of the
Company’s operation and
The Company shall have seven The Company shall have seven
practical operation needs,
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		After amendment		Before amendment	Reason for amendment
	(7)to nine (9)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.			(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.	Paragraph 1 of Article 15 is revised to adjust the number of directors of the Company.
	Article 18 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			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	In cases where the Company’s board has seven directors, the number of directors will fall below five when the number of directors falls short by one- third of the total number as prescribed by the Company’s Articles of Incorporation. However, the current provision in Paragraph 1 and its proviso stipulate different periods of time within which a by- election of directors should be held under the same

	After amendment		Before amendment	Reason for amendment
	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.		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.	circumstances. For the avoidance of doubt, the provision in Paragraph 1 has been deleted.
	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 balanceplus the		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 balanceplus the	According to the Order No. Financial-Supervisory- Securities-Corporate- 1090150022 issued by the Financial Supervisory Commission on March 31, 2021 stating that: “...When a public company has a distributable surplus, it shall set aside the special surplus reserve without distribution of the surplus in accordance with the following methods: …2. For the net value of other deductions from equityaccrued from

After amendment Before amendment Reason for amendment retained earnings accrued from retained earnings accrued from prior years, the special prior years, submit the prior years, submit the surplus reserve shall be set aside without distribution of distribution plan to the distribution plan to the the surplus by selecting one shareholders’ meeting for shareholders’ meeting for of the following methods: ... approval, and then distribute it. approval, and then distribute it. (2) The same amount thereof Where the special surplus The Company is in the steady shall be set aside for the reserve set aside in the growth period. To match up special surplus reserve from preceding paragraph belongs with the Company’s operation the retained earnings from to a part not fully set aside plan and consider the prior years. If the special surplus reserve is still accrued from prior years, the shareholders’ right and insufficient, the amount same amount thereof shall be interest, the Board of Directors from the net income after set aside for the special surplus shall propose a surplus taxes for the current period, reserve from the retained distribution plan according to plus the items, other than the earnings accrued from prior the following principles: net income after taxes for the years. If the special surplus 1. Every year the Company current period, shall be reserve is still insufficient, the shall set aside an amount of included in the amount of amount from the net income the retained earnings for the no less than 50% of the after taxes for the current current period to be set aside profit after tax as the for such a purpose, which period plus the items other than shareholder dividends. shall also be stipulated in the the net income after taxes for 2. The dividends shall be dividend policy of the the current period shall be distributed in the Company’s “Articles of included in the amount of the combination of cash and Incorporation.”; it is to add retained earnings for the Paragraph 2 of this article in stocks, provided that cash current period to be set aside consideration of the dividends shall not be less for such a purpose. foregoing interpretive order than 50% of the total amount and rearrange the The Company is in the steady of dividends. paragraphs.

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

	After amendment		Before amendment	Reason for amendment
	no less than 50% of the profit after tax as the shareholder dividends. 2. 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.
	Article 30 These Articles where originally established on January 16, 1973; …… The 56thamendment is made on June 10, 2022.		Article 30 These Articles where originally established on January 16, 1973; …… The 55th amendment was made on November 29, 2019.	Add the amended date.