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EGST — AGM Information 2023
Jul 7, 2023
51983_rns_2023-07-07_77ce1766-17fa-4ec7-b67f-e18827ad5221.pdf
AGM Information
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Stock Code: 2211
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EVERGREEN STEEL CORPORATION
2023 Annual General Shareholders’ Meeting
Meeting Minutes
June 20, 2023
THIS IS A TRANSLATION OF THE MINUTES FOR THE 2023 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 VERSION OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.
EVERGREEN STEEL CORPORATION
Minutes of 2023 Annual General Shareholders’ Meeting
Type of Meeting: Physical Meeting
Meeting Time: 2:00 PM on June 20 (Tuesday), 2023
Meeting Location: Meeting Room on the 10[th] floor, International Convention Center of Chang Yung-Fa Foundation
No.11, Zhongshan S. Rd., Taipei City, Taiwan
Attendance: There are 287,608,700 shares represented by attending shareholders (including electronic voting or by proxy), reaching 68.95% of entire 417,091,463 shares issued by the Company.
Chairman: Mr. Lin, Keng-Li, the Chairman of the Board
Secretary : Ms. Kuo, Yen-Yu
Attendants as guest : Mr. Lien, Yuan-Lung, Independent Director and the Convener of Remuneration Committee / Ms. Ko, LeeChing, Director/ Ms. Lee, Mon-Ling, Director / Ms. Chen, Jiin-Shian, Lawyer/ Mr. Chang, Ching-Hsia, CPA
(All 4 directors currently in office of the Company attended the Annual General Shareholders’ Meeting.)
I. Report the total number of shares represented at this AGM.
- II. Chairman calls meeting to order and address: Omitted.
III. Report Items:
-
A. Business Report of the year 2022 (Handbook pages 5-9).
-
B. Independent Director’s Opinion of the year 2022 (Handbook page 31).
-
C. 2022 Compensation of Employees and Directors Report:
1
The Board of Directors appropriated NT$13,600,000 as Employees’ Compensation in cash and NT$7,000,000 as Directors’ Compensation pursuant to the Articles of Incorporation.
D. 2022 Directors’ Remuneration Report (Handbook page 32-34).
— Summary of the Essential Points of the Proceedings
Summary of Shareholders’ Statements:
Shareholder (Account No. 11292) inquired about the plan to dispose of stocks of EVA Airways Corp., the operating conditions of Ever Ecove Corp., and the plan to invest the industries related to livestock biomass power generation.
Summary of the Chairman’s Response:
-
The Company will decide whether to sell stocks of EVA Airways Corp. depending on capital needs.
-
To explain the operating conditions of Ever Ecove Corp., a subsidiary of the Company.
-
The Company is actively studying the possibility of investing in industries related to livestock biomass power generation.
IV. Ratification Items
Proposed by the Board of Directors
Proposal 1: Ratification of the 2022 Business Report and Audited Financial Report (Handbook pages 5-29). Please ratify.
- Description: The 2022 Financial Report of the Company has been audited by Ms. Chang, Ching-Hsia 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 | 234,151,202 | 280,569,219 | 97.55 |
| Disapproval | 46,561 | 46,561 | 0.01 |
2
| Voting Results | Electronic Votes | Aggregated Votes (Including Electronic Votes) |
% of the total Votes at the time of voting |
|---|---|---|---|
| Invalidation | 0 | 0 | 0.00 |
| Abstention/Unvoted | 4,271,187 |
6,992,920 | 2.43 |
| Total | 238,468,950 | 287,608,700 | 100.00 |
Proposed by the Board of Directors
Proposal 2: Ratification of 2022 earnings distribution (Handbook page 30). Please ratify.
Description:
-
The Company is planning to distribute cash dividend NT$5 per share. The total amount of cash dividends shall be NT$2,085,457,315. The cash dividend distribution will be calculated to the nearest round NT dollar, the remainder will be recognized as “Other Non-Operating Income” of the Company.
-
If the number of total shares in circulation has 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 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
3
| Voting Results | Electronic Votes | Aggregated Votes (Including Electronic Votes) |
% of the total Votes at the time of voting |
|---|---|---|---|
| Approval | 234,189,725 | 280,607,742 | 97.56 |
| Disapproval | 48,113 | 48,113 | 0.01 |
| Invalidation | 0 | 0 | 0.00 |
| Abstention/Unvoted | 4,231,112 |
6,952,845 | 2.41 |
| Total | 238,468,950 | 287,608,700 | 100.00 |
V. Election Item
Proposed by the Board of Directors
Proposal: Proposal to elect the Directors of the Company. Description:
-
The term of office of the current Directors will expire on June 9, 2025. But due to the change of shareholding structure, the Board of Directors resolved on March 10, 2023 to handle the election of Directors at this Shareholders’ Meeting. It is proposed to re-elect seven Directors (including three Independent Directors) according to Article 15 and Article 16 of the Articles of Incorporation of the Company. The new Directors, whose term of office shall be three years from June 20, 2023 to June 19, 2026, 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”. Considering board diversity and development needs of the Company, the Board of Directors nominates 7 Director Candidates (including 3 Independent Director Candidates). The Roster of Director Candidates and relevant information are as Handbook Pages 35-39.
4
– Election Results: The newly elected directors were as follows
| Item | A/C Number/ ID Number |
Name | Shares held | Votes Received |
|---|---|---|---|---|
| Director | 10 | Evergreen Marine Corp. (Taiwan) Ltd. Representative: Lin,Keng-Li |
79,248,000 | 310,675,509 |
| 10 | Evergreen Marine Corp. (Taiwan) Ltd. Representative: Ko,Lee-Ching |
79,248,000 | 290,178,810 | |
| 37958 | HUI Corp. Representative: Tai,Jiin-Chyuan |
3,200,000 | 274,520,270 | |
| 1924 | Wei-Dar Development Co., Ltd. Representative: Lee,Mon-Ling |
12,823,245 | 271,847,541 | |
| Independent Director |
H12121* | Liu, Nai-Ming | 0 | 269,214,154 |
| Y12016* | Lien, Yuan-Lung | 0 | 262,045,460 | |
| R10018* | Young, Chune- Ching |
0 | 260,477,483 |
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.
5
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 major concurrent positions of the Director Candidates are as Handbook Pages 35-39. If there is a competitive activity of Directors, approval to allow the release of restrictions of competitive activities of Directors elected is proposed to the Shareholders’ Meeting and will be supplemented before the discussion and resolution of this proposal.
-
Resolution: None of the newly elected directors of the Company has engaged in competitive activities, this proposal was not discussed.
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 rounding down to two decimal places, as result, the total percentage will not be exactly equal to 100.00%.
-
Note 3: This translation of the minutes is intended for reference only and nothing else. In the event of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.
6
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at amortized cost - current Contract assets - current Notes receivable, net Trade receivables, net Trade receivables from related parties, net Other receivables Inventories Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current Financial assets at amortized cost - non-current Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment properties Intangible assets Deferred tax assets Refundable deposits Net defined benefit assets - non-current Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term bills payable Contract liabilities - current Notes payable, net Trade payables, net Other payables Current tax liabilities Provisions - current Lease liabilities - current Current portion of long-term borrowings Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings Deferred tax liabilities Lease liabilities - non-current Net defined benefit liabilities - non-current Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY 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 |
2022 Amount % $ 1,556,034 5 3,332,682 11 3,134,531 10 98,124 - 1,101,350 3 31,520 - 29,621 - 3,096,562 10 37,720 - 12,418,144 39 10,287,438 32 45,126 - 175,944 1 3,389,378 11 48,983 - 100,805 - 4,959,787 16 68,397 - 14,489 - 62,444 - 219,610 1 19,372,401 61 $ 31,790,545 100 $ - - - - 1,050,122 3 268,080 1 1,195,535 4 730,860 2 184,369 1 71,737 - 24,903 - 150,000 1 34,702 - 3,710,308 12 3,165,824 10 83,046 - 20,798 - 7,244 - 24,393 - 26,008 - 3,327,313 10 7,037,621 22 4,170,915 13 1,319,454 4 2,441,847 8 8,106,299 25 10,548,146 33 (362) - 5,567,935 18 5,567,573 18 - - 21,606,088 68 3,146,836 10 24,752,924 78 $ 31,790,545 100 |
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 |
7
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Expected credit gain (loss) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains (losses) Finance costs Share of profit of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE 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 Unrealized (loss) gain 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 |
2022 Amount % $ 11,439,152 100 (8,486,393) (74) 2,952,759 26 (297,682) (3) (277,050) (2) 11,853 - (562,879) (5) 2,389,880 21 40,825 - 974,799 9 5,487 - (8,275) - 46,084 - 1,058,920 9 3,448,800 30 (359,639) (3) 3,089,161 27 30,184 - (3,131,008) (27) (6,037) - (3,106,861) (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 |
(Continued)
8
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE Basic Diluted |
2022 Amount % $ 351 - (97) - 254 - (3,106,607) (27) $ (17,446) - $ 2,594,677 23 494,484 4 $ 3,089,161 27 $ (351,727) (3) 334,281 3 $ (17,446) - $ 6.22 $ 6.22 |
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 |
||||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
(Concluded)
9
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2021 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, 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 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 Appropriation and distribution of 2021 retain earnings Legal reserve Cash dividend to shareholders Dividends from claims extinguished by prescription Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Cancelation of treasury shares Cash dividends distributed by subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2022 |
Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | Total Non-controlling Interests $ 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 - - (1,251,274 ) - 135 - 2,594,677 494,484 (2,946,404) (160,203) (351,727) 334,281 - - - (261,017 ) - - $ 21,606,088 $ 3,146,836 |
Total Equity $ 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 - (1,251,274 ) 135 3,089,161 (3,106,607) (17,446) - (261,017 ) - $ 24,752,924 |
|||
|---|---|---|---|---|---|---|---|
| Share Capital Shares (In Thousands) Amount Capital Surplus 399,426 $ 3,994,260 $ 396,542 - - - - - - - - 100 - - - - - - - - - 20,556 205,560 837,090 - - 106,620 - - - - - - - - - 419,982 4,199,820 1,340,352 - - - - - - - - 135 - - - - - - - - - (2,891 ) (28,905 ) (21,033 ) - - - - - - 417,091 $ 4,170,915 $ 1,319,454 |
Retained Earnings Legal Reserve Unappropriated Earnings $ 2,190,673 $ 6,347,269 104,266 (104,266 ) - (872,378 ) - - - 1,278,260 - 915 - 1,279,175 - - - - - - - - - 189,905 2,294,939 6,839,705 146,908 (146,908 ) - (1,251,274 ) - - - 2,594,677 - 22,270 - 2,616,947 - - - - - 47,829 $ 2,441,847 $ 8,106,299 |
Other Equity Exchange Differences on Translation of the Financial Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Statements of Foreign Operations Comprehensive Income Treasury Stock $ (648 ) $ 1,166,832 $ (93,113 ) - - - - - - - - - - - - 178 7,607,619 - 178 7,607,619 - - - - - - 43,175 - - - - - - - (189,905) - (470 ) 8,584,546 (49,938 ) - - - - - - - - - - - - 108 (2,968,782) - 108 (2,968,782) - - - 49,938 - - - - (47,829) - $ (362 ) $ 5,567,935 $ - |
|||||
| Shares (In Thousands) 399,426 - - - - - - 20,556 - - - - 419,982 - - - - - - (2,891 ) - - 417,091 |
10
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit (reversed) 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 Gain on disposal of investment properties Net loss on disposal of inventories Gain on lease modification Other income Changes in operating assets and liabilities Decrease in contract assets (Increase) decrease in notes receivable Decrease (increase) in trade receivables Decrease in other receivables Decrease (increase) in inventories Decrease in other current assets Increase in net defined benefit assets (Decrease) increase in contract liabilities (Decrease) increase in notes payable (Decrease) increase in trade payables (Decrease) increase in other payables Increase in provisions (Decrease) 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 from operating activities |
2022 $ 3,448,800 372,480 4,246 (11,853) 8,275 (40,825) (960,613) - (46,084) (910) (6,517) 10,491 (14) (679) 150,482 (59,965) 646,626 758 54,556 25,800 (29,879) (338,794) (125,923) (545,444) (23,460) 10,329 (26,188) (194) 2,217 2,517,718 38,889 (60,504) (390,742) 2,105,361 |
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 (Continued) |
|---|---|---|
11
EVERGREEN STEEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| 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 capital reduction 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 in refundable deposits Payments for intangible assets Proceeds from disposal of investment properties 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 short-term borrowings Repayments of bills payable Proceeds from long-term borrowings Repayments of long-term borrowings (Decrease) 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 in non-controlling interests Dividends paid to non-controlling interests Dividends from claims extinguished by prescription Net cash used in financing activities NET (DECREASE) 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 |
2022 $ (2,732) 81,082 274,921 (3,307,312) - (507,172) 910 (4,705) (388,981) 7,238 (38,271) 960,613 28,000 (2,896,409) (100,000) (449,937) 121,178 - (1,006) (24,665) (1,251,274) - - - (261,017) 135 (1,966,586) (2,757,634) 4,313,668 $ 1,556,034 |
2021 $ (5,240) 848,274 - (47,844) 800 (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 |
|---|---|---|
(Concluded)
12
EVERGREEN STEEL CORPORATION
BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at amortized cost - current Contract assets - current Notes receivable, net Trade receivables, net Trade receivables from related parties, net Other receivables Inventories Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment properties Intangible assets Deferred tax assets Refundable deposits Net defined benefit assets - non-current Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term bills payable Contract liabilities - current Notes payable, net Trade payables, net Other payables Current tax liabilities Provisions - current Lease liabilities - current Current portion of long-term borrowings Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings Deferred tax liabilities Lease liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities EQUITY 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 |
2022 Amount % $ 774,052 3 569,600 2 2,995,342 12 97,624 1 986,739 4 31,111 - 27,487 - 3,075,372 12 32,339 - 8,589,666 34 9,814,285 40 4,026,939 16 2,317,450 10 48,983 - 7,102 - 4,670 - 63,479 - 9,565 - 54,217 - 10,261 - 16,356,951 66 $ 24,946,617 100 $ - - - - 1,038,140 4 267,916 1 1,045,623 4 214,936 1 42,921 - 71,737 - 24,903 - 150,000 1 31,825 - 2,888,001 11 350,000 2 81,400 - 20,798 - 330 - 452,528 2 3,340,529 13 4,170,915 17 1,319,454 5 2,441,847 10 8,106,299 32 10,548,146 42 (362) - 5,567,935 23 5,567,573 23 - - 21,606,088 87 $ 24,946,617 100 |
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 |
13
EVERGREEN STEEL CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Expected credit gain (loss) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains (losses) Finance costs Share of profit of subsidiaries Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE 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 Unrealized (loss) 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 |
2022 Amount % $ 9,039,860 100 (7,515,827) (83) 1,524,033 17 (280,987) (3) (156,642) (2) 11,853 - (425,776) (5) 1,098,257 12 10,321 - 838,635 10 5,843 - (8,210) - 739,302 8 1,585,891 18 2,684,148 30 (89,471) (1) 2,594,677 29 25,207 - (2,968,782) (33) 2,104 - |
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 - (Continued) |
14
EVERGREEN STEEL CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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 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 Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted |
2022 Amount % $ (5,041) - (2,946,512) (33) 135 - (27) - 108 - (2,946,404) (33) $ (351,727) (4) $ 6.22 $ 6.22 |
2021 | ||
|---|---|---|---|---|
| Amount % $ (57) - 7,608,534 66 60 - 118 - 178 - 7,608,712 66 $ 8,886,972 77 $ 3.11 $ 3.11 |
||||
| $ | ||||
(Concluded)
15
EVERGREEN STEEL CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2021 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 Appropriation of 2021 earnings Legal reserve Cash dividends to shareholders Dividends from claims extinguished by prescription Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Cancelation of treasury shares Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2022 |
Share Capital Shares (In Thousands) Amount Capital Surplus 399,426 $ 3,994,260 $ 396,542 - - - - - - - - 100 - - - - - - - - - 20,556 205,560 837,090 - - 106,620 - - - 419,982 4,199,820 1,340,352 - - - - - - - - 135 - - - - - - - - - (2,891) (28,905) (21,033) - - - 417,091 $ 4,170,915 $ 1,319,454 |
Retained Earnings Legal Reserve Unappropriated Earnings $ 2,190,673 $ 6,347,269 104,266 (104,266) - (872,378) - - - 1,278,260 - 915 - 1,279,175 - - - - - 189,905 2,294,939 6,839,705 146,908 (146,908) - (1,251,274) - - - 2,594,677 - 22,270 - 2,616,947 - - - 47,829 $ 2,441,847 $ 8,106,299 |
Other Equity Exchange Differences on Translation of the Financial UnrealizedGain (Loss) onFinancial Assets at Fair Value Through Other Statements of Foreign Operations Comprehensive Income Treasury Shares $ (648) $ 1,166,832 $ (93,113) - - - - - - - - - - - - 178 7,607,619 - 178 7,607,619 - - - - - - 43,175 - (189,905) - (470) 8,584,546 (49,938) - - - - - - - - - - - - 108 (2,968,782) - 108 (2,968,782) - - - 49,938 - (47,829) - $ (362) $ 5,567,935 $ - |
Total Equity $ 14,001,815 - (872,378) 100 1,278,260 7,608,712 8,886,972 1,042,650 149,795 - 23,208,954 - (1,251,274) 135 2,594,677 (2,946,404) (351,727) - - $ 21,606,088 |
|
|---|---|---|---|---|---|
| Shares (In Thousands) 399,426 - - - - - - 20,556 - - 419,982 - - - - - - (2,891) - 417,091 |
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EVERGREEN STEEL CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit (reversed) 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 Gain on disposal of investment properties Net loss on disposal of inventories Realized gain on the transactions with subsidiaries Gain on lease modification Other income Changes in operating assets and liabilities Decrease in contract assets (Increase) decrease in notes receivable Decrease (Increase) in trade receivables Increase in other receivables Decrease (increase) in inventories Decrease in other current assets Increase in net defined benefit assets (Decrease) increase in contract liabilities (Decrease) increase in notes payable (Decrease) increase in trade payables (Decrease) increase in other payables Increase in provisions Decrease in deferred revenue (Decrease) increase in other current liabilities Decrease in net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities |
2022 $ 2,684,148 154,170 3,207 (11,853) 8,210 (10,321) (830,706) - (739,302) (178) (6,517) 10,491 - (14) (679) 289,671 (59,465) 554,405 (5,053) 57,303 24,490 (28,462) (342,577) (122,586) (592,759) (8,949) 10,329 (61) (1,067) - 1,035,875 9,683 (8,136) (177,932) 859,490 |
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 |
|---|---|---|
(Continued)
17
EVERGREEN STEEL CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| 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 capital reduction of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Acquisition of investments accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Proceeds from disposal of investment properties 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 short-term borrowings Repayments of bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Decrease 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 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 |
2022 $ - 81,082 231,637 (566,000) - (55,446) 178 (2,494) (2,189) 7,238 6,375 830,706 469,509 1,000,596 (100,000) (449,937) - - (45) (24,665) (1,251,274) - 135 (1,825,786) 34,300 739,752 $ 774,052 |
2021 $ (5,240) 657,812 - - (1) (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 |
|---|---|---|
(Concluded)
18
EVERGREEN STEEL CORPORATION
2022 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 2022 Legal Reserve Retained Earnings Available for Distribution as of December 31, 2022 Distribution Item﹕ Cash Dividends of Ordinary Shares (NT$5 per share) Unappropriated Retained Earnings at the End of the Year |
2,594,676,494 (266,477,547) |
$5,441,523,830 22,269,839 47,829,133 |
| 5,511,622,802 2,328,198,947 |
||
| 7,839,821,749 2,085,457,315 |
||
| $5,754,364,434 | ||
| Note:The Company uses earnings of 2022 to distribute dividends. |
Note : The Company uses earnings of 2022 to distribute dividends.
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