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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

==> picture [226 x 37] intentionally omitted <==

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:

  1. The Company will decide whether to sell stocks of EVA Airways Corp. depending on capital needs.

  2. To explain the operating conditions of Ever Ecove Corp., a subsidiary of the Company.

  3. 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:

  1. 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.

  2. 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.

  3. 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.

  4. Resolution: The vote was in favor of the proposal, and the vote report was –

  5. 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:

  1. 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.

  2. 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:

  1. 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.

  2. 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.

  3. 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

16

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.

19