EGST — AGM Information 2024

Jun 14, 2024

Stock Code: 2211

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EVERGREEN STEEL CORPORATION

2024 Annual General Shareholders’ Meeting

Meeting Minutes

May 27, 2024

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2024 ANNUAL GENERAL 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 2024 Annual General Shareholders’ Meeting

Type of Meeting: Physical Meeting

Meeting Time: 9:00 AM on May 27 (Monday), 2024

• 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 (R.O.C)

• Attendance: There are 316,670,186 shares represented by attending shareholders (including electronic voting or by proxy), reaching 75.92% 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. Liu, Nai-Ming, Independent Director and the Convener of Audit Committee / Mr. Lien, Yuan-Lung, Independent Director and the Convener of Remuneration Committee / Ms. Lee, Mon-Ling, Director / Mr. Liu, Pang-En, President / Ms. Chen, Jiin-Shian, Lawyer / Ms. Chang, Ching-Hsia, CPA

• (Four directors attended the Annual General Shareholders’ Meeting, accounting for more than half of the Company's current seven directors.)

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 2023 (Handbook pages 5-10).

• B. Audit Committee’s Review Report of the year 2023 (Handbook page 32).

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• C. 2023 Compensation of Employees and Directors Report:

• The Board of Directors appropriated NT$20,450,000 as Employees’ Compensation in cash and NT$6,494,521 as Directors’ Compensation pursuant to the Articles of Incorporation.

• D. 2023 Directors’ Remuneration Report (Handbook pages 33-34).

Summary of the Essential Points of the Proceedings

Summary of Shareholders’ Statements:

Shareholder (Account No. 33368) requested not to take photos or videos of him; and inquired about the Company’s revenue status, the expiry dates of the contracts, and the AI-assisted automated diaphragm welding.

Shareholder (Account No. 11292) inquired about the usage plan of Kaohsiung Factory and the progress of investment in long-term care service institutions and biomass energy.

Summary of explanations by the Company:

1. To explain the Company’s consolidated revenue status and the factors affecting the Company’s gross profit.

2. Since the term of steel structure engineering contracts need to match the clients’ construction progress, it is unable to set a specific expiry date of the contract; however, the Company will specify the estimated schedule in the contract, such as the period for preparing materials and final payment period after project completion, etc.

3. To explain the research and development of the AI-assisted automated diaphragm welding .

4. To explain the utilization status of Kaohsiung Factory; the Company approaches potential partners of long-term care service institutions and continues to study the feasibility of participating in biomass energy project.

IV. Ratification and Discussion Items

Proposed by the Board of Directors

Proposal 1: Ratification of the 2023 Business Report and Audited Financial Report (Handbook pages 5-30). Please ratify.

• Description: The 2023 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:

2

Shareholder (Account No. 33368) inquired about the Company’s financial statement presentation, inventory turnover, and company borrowings.

Shareholder (Account No. 11292) inquired about the Company’s investment plan and energy storage plan.

Summary of explanations by the Company:

1. The Company engages in the steel structure processing industry, so the financial statements do not disclose the revenue of each type of steel products separately.

2. To explain the reason of the change of inventory turnover from 2022.

3. If the Taoyuan City Government plans to build the third incinerator, the Company will strive for participate in such project. In order to achieve the goal of carbon reduction, the Company has installed solar energy system at the Hsinying Factory.

4. The borrowings stated in the consolidated financial statements are bank borrowings from the subsidiary “Ever Ecove Corporation” for building factory.

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	248,136,345	309,865,760	97.72
Disapproval	24,282	24,282	0.00
Invalidation	0	0	0
Abstention/Unvoted	4,516,424	7,181,345	2.26
Total	252,677,051	317,071,387	100

Proposed by the Board of Directors

Proposal 2: Ratification of 2023 earnings distribution (Handbook page 31). Please ratify.

Description:

1. The Company is planning to distribute cash dividend NT$6.5 per share. The total amount of cash dividends shall be NT$2,711,094,510. 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.

3

1. 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.

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

3. follows

Voting Results	Electronic Votes	Aggregated Votes (Including Electronic Votes)	% of the total Votes at the time of voting
Approval	248,295,399	309,714,049	97.67
Disapproval	75,027	75,027	0.02
Invalidation	0	0	0
Abstention/Unvoted	4,306,625	7,282,311	2.29
Total	252,677,051	317,071,387	100

Proposed by the Board of Directors

• Proposal 3: Proposal to amend the “Rules and Procedures of Shareholders’ Meeting” (Handbook pages 35-48). Please discuss.

Description: Highlights of amendments are as follows:

1. As the Company may convene shareholders’ meetings via video conferencing in accordance with the Articles of Incorporation, it is proposed to add Articles 2-1 and 15-1, and amend Articles 3, 4, 9, 12, 17, and 18 to stipulate the procedures and relevant regulations for convening shareholders’ meeting via video conferencing.

2. Articles 2, 5, and 15 are proposed to amend to align with the practical operations of shareholders’ meeting.

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

4. follows

4

Voting Results	Electronic Votes	Aggregated Votes (Including Electronic Votes)	% of the total Votes at the time of voting
Approval	246,192,085	307,636,735	97.02
Disapproval	1,018,201	1,018,201	0.32
Invalidation	0	0	0
Abstention/Unvoted	5,466,765	8,416,451	2.65
Total	252,677,051	317,071,387	100

Proposed by the Board of Directors

Proposal 4: Proposal to amend the “Regulations for Electing Directors” (Handbook pages 49-54). Please discuss.

Description: Highlights of amendments are as follows:

1. It is proposed to add Paragraph 1 of Article 4 to stipulate that the number of directors required to be elected at a shareholders’ meeting shall be determined by the Board of Directors or the person legally having the right to convene the shareholders’ meeting in accordance with the Articles of Incorporation.

2. It is proposed to add Paragraph 2 of Article 5 to stipulate that if a Shareholders’ Meeting is convened by the person legally having the right to convene the shareholders’ meeting, other than the Board of Directors, the vote may be prepared by such person.

3. To comply with the Company adopting the candidate nomination system for the election of directors, it is proposed to amend Paragraph 1 of Article 6 regarding the way to fill in the vote and Article 7 regarding situations of the vote being ineffective.

4. As the Company’s shareholders’ meetings may be held with video conferencing in accordance with the Articles of

5

Incorporation, it is proposed to add the relevant Articles for video conferencing, such as Paragraph 3 of Article 4, Paragraph 2 of Article 6 and Paragraph 2 of Article 8 among others.

1. Text Revisions of Article 3, Paragraph 1 of Article 5, and Article 9.

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	247,153,140	308,597,790	97.32
Disapproval	32,652	32,652	0.01
Invalidation	0	0	0
Abstention/Unvoted	5,491,259	8,440,945	2.66
Total	252,677,051	317,071,387	100

V. Extraordinary Motion: None.

Summary of the Essential Points of the Proceeding

Summary of Shareholders’ Statements:

Shareholder (Account No. 33368) recommended that the Company set up a project to reconstruct unsafe and old buildings of shareholders.

Summary of explanations by the Company:

The reconstruction of unsafe and old buildings is multidimensional, the Company will conduct internal discussions.

VI. Meeting Adjournment.

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• Note 1: The meeting minutes was recorded in accordance with the provision of paragraph 4 of Article 183 of the Company Act. 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.

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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(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 Current tax assets 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 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 Provisions - non-current 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 Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2023 Amount % $ 3,020,667 9 3,291,045 9 2,729,598 8 41,617 - 823,456 2 31,772 - 39,942 - 22,830 - 3,929,699 11 95,113 - 14,025,739 39 11,090,592 31 400,036 1 167,910 1 3,923,775 11 30,304 - 98,804 - 5,559,032 16 113,666 - 12,313 - 66,220 - 453,116 1 21,915,768 61 $ 35,941,507 100 $ 1,833,977 5 259,254 1 1,211,378 4 1,047,803 3 424,347 1 84,396 - 16,980 - - - 36,659 - 4,914,794 14 2,830,000 8 113,685 1 83,801 - 9,462 - 8,006 - 81,213 - 79,513 - 3,205,680 9 8,120,474 23 4,170,915 11 1,319,674 4 2,708,324 7 9,597,333 27 12,305,657 34 (666) - 6,514,461 18 6,513,795 18 24,310,041 67 3,510,992 10 27,821,033 77 $ 35,941,507 100		2022
				Amount % $ 1,556,034 5 3,329,082 11 3,134,531 10 98,124 - 1,101,350 3 31,520 - 29,621 - - - 3,096,562 10 37,720 - 12,414,544 39 10,287,438 32 48,726 - 175,944 1 3,389,378 11 48,983 - 100,805 - 4,959,787 16 68,397 - 14,489 - 62,444 - 219,610 1 19,376,001 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

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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other (losses) gains Finance costs Share of profit of associates and joint ventures accounted for using equity method 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 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		2023 Amount % $ 11,090,533 100 (7,194,816) (65) 3,895,717 35 (298,706) (3) (283,755) (2) 21,898 - (560,563) (5) 3,335,154 30 74,594 1 1,489,453 13 (23,190) - (51,000) - 32,951 - 1,522,808 14 4,857,962 44 (544,157) (5) 4,313,805 39 (4,225) - 1,104,663 10 832 - 1,101,270 10		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) (Continued)

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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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		2023 Amount % $ (984) - 272 - (712) - 1,100,558 10 $ 5,414,363 49 $ 3,669,814 33 643,991 6 $ 4,313,805 39 $ 4,789,190 43 625,173 6 $ 5,414,363 49 $ 8.80 $ 8.79		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
		$		$
		$		$
		$		$
		$		$
		$		$

(Concluded)

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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2022 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 Appropriation and distribution of 2022 retain earnings Legal reserve Cash dividend to shareholders Dividends from claims extinguished by prescription Net profit for the year ended December 31, 2023 Other comprehensive (loss) income for the year ended December 31, 2023, net of income tax Total comprehensive income (loss) for the year ended December 31, 2023 Cash dividends distributed by subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2023				Equity Attributable toOwners of theCompany	Equity Attributable toOwners of theCompany	Total Non-controlling Interests $ 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 - - (2,085,457 ) - 220 - 3,669,814 643,991 1,119,376 (18,818) 4,789,190 625,173 - (261,017 ) - - $ 24,310,041 $ 3,510,992	Total Equity $ 26,282,526 - (1,251,274 ) 135 3,089,161 (3,106,607) (17,446) - (261,017 ) - 24,752,924 - (2,085,457 ) 220 4,313,805 1,100,558 5,414,363 (261,017 ) - $ 27,821,033
		Share Capital Shares (In Thousands) Amount Capital Surplus 419,982 $ 4,199,820 $ 1,340,352 - - - - - - - - 135 - - - - - - - - - (2,891 ) (28,905 ) (21,033 ) - - - - - - 417,091 4,170,915 1,319,454 - - - - - - - - 220 - - - - - - - - - - - - - - - 417,091 $ 4,170,915 $ 1,319,674		Retained Earnings Legal Reserve Unappropriated Earnings $ 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 8,106,299 266,477 (266,477 ) - (2,085,457 ) - - - 3,669,814 - (2,730) - 3,667,084 - - - 175,884 $ 2,708,324 $ 9,597,333	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 Shares $ (470 ) $ 8,584,546 $ (49,938 ) - - - - - - - - - - - - 108 (2,968,782) - 108 (2,968,782) - - - 49,938 - - - - (47,829) - (362 ) 5,567,935 - - - - - - - - - - - - - (304) 1,122,410 - (304) 1,122,410 - - - - - (175,884) - $ (666) $ 6,514,461 $ -
		Shares (In Thousands) 419,982 - - - - - - (2,891 ) - - 417,091 - - - - - - - - 417,091

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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit reversed gain recognized on trade receivables Finance costs Interest income Dividend income Share of profit of associates and joint ventures accounted for using equity method 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 Decrease (increase) in notes receivable Decrease in trade receivables (Increase) decrease in other receivables (Increase) decrease in inventories (Increase) decrease in other current assets Increase in net defined benefit assets Increase (decrease) in contract liabilities Decrease in notes payable Increase (decrease) in trade payables Decrease in other payables Increase in provisions Increase (decrease) 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	2023 $ 4,857,962 235,570 161,827 (21,898) 51,000 (74,594) (1,469,709) (32,951) (1,078) - - (4) - 426,111 56,507 278,362 (6,014) (833,137) (57,910) (7,111) 783,855 (8,826) 15,843 (21,781) 12,659 1,957 (128) 53,505 4,400,017 70,286 (82,287) (370,418) 4,017,598	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

(Continued)

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EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Proceeds from disposal of investment properties Other dividends received Dividends received from associates Net cash generated from (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 Increase in guarantee deposits Decrease in guarantee deposits Repayment of principal portion of lease liabilities Repayments of cash dividend Dividends paid to non-controlling interests Dividends from claims extinguished by prescription Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2023 $ - 298,343 3,165 (313,273) (915,000) 1,969 - 2,176 (325,169) - 1,469,709 40,000 261,920 - - 2,830,000 (3,330,000) 56,820 - (25,471) (2,085,457) (260,997) 220 (2,814,885) 1,464,633 1,556,034 $ 3,020,667	2022 $ (2,732) 81,082 274,921 (3,307,312) (545,443) 910 (4,705) - (388,981) 7,238 960,613 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

(Concluded)

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EVERGREEN STEEL CORPORATION

BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (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 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 Total equity TOTAL		2023 Amount % $ 2,101,349 7 996,000 4 2,729,598 10 40,755 - 589,978 2 31,716 - 27,194 - 3,901,326 14 78,267 - 10,496,183 37 10,673,375 38 5,010 - 4,430,270 16 2,305,891 8 30,304 - 7,102 - 4,262 - 36,248 - 9,673 - 58,218 - 64,086 1 17,624,439 63 $ 28,120,622 100 $ 1,819,757 6 259,041 1 1,044,419 4 217,695 1 260,337 1 66,046 - 16,980 - - - 34,411 - 3,718,686 13 - - 82,201 1 9,462 - 232 - 91,895 1 3,810,581 14 4,170,915 15 1,319,674 4 2,708,324 10 9,597,333 34 12,305,657 44 (666) - 6,514,461 23 6,513,795 23 24,310,041 86 $ 28,120,622 100		2022
				Amount % $ 774,052 3 566,000 2 2,995,342 12 97,624 1 986,739 4 31,111 - 27,487 - 3,075,372 12 32,339 - 8,586,066 34 9,814,285 40 3,600 - 4,026,939 16 2,317,450 10 48,983 - 7,102 - 4,670 - 63,479 - 9,565 - 54,217 - 10,261 - 16,360,551 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

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EVERGREEN STEEL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other (losses) gains Finance costs Share of profit of subsidiaries accounted for using equity method 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 gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income of subsidiaries accounted for using equity method		2023 Amount % $ 8,192,540 100 (5,925,787) (72) 2,266,753 28 (282,646) (3) (169,816) (2) 21,898 - (430,564) (5) 1,836,189 23 26,527 - 1,279,683 16 (1,398) - (4,603) - 914,506 11 2,214,715 27 4,050,904 50 (381,090) (5) 3,669,814 45 (2,293) - 1,122,410 13 (895) -		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 - (Continued)

15

EVERGREEN STEEL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR EARNINGS PER SHARE Basic Diluted		2023 Amount % $ 458 - 1,119,680 13 (379) - 75 - (304) - 1,119,376 13 $ 4,789,190 58 $ 8.80 $ 8.79		2022
				Amount % $ (5,041) - (2,946,512) (33) 135 - (27) - 108 - (2,946,404) (33) $ (351,727) (4) $ 6.22 $ 6.22
				$

(Concluded)

16

EVERGREEN STEEL CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2022 Appropriation and distribution of 2021 retain 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 Appropriation and distribution of 2022 retain earnings Legal reserve Cash dividends to shareholders Dividends from claims extinguished by prescription Net profit for the year ended December 31, 2023 Other comprehensive (loss) income for the year ended December 31, 2023, net of income tax Total comprehensive income (loss) for the year ended December 31, 2023 Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2023		Share Capital Shares (In Thousands) Amount Capital Surplus 419,982 $ 4,199,820 $ 1,340,352 - - - - - - - - 135 - - - - - - - - - (2,891) (28,905) (21,033) - - - 417,091 4,170,915 1,319,454 - - - - - - - - 220 - - - - - - - - - - - - 417,091 $ 4,170,915 $ 1,319,674	Retained Earnings Legal Reserve Unappropriated Earnings $ 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 8,106,299 266,477 (266,477) - (2,085,457) - - - 3,669,814 - (2,730) - 3,667,084 - 175,884 $ 2,708,324 $ 9,597,333	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 $ (470) $ 8,584,546 $ (49,938) - - - - - - - - - - - - 108 (2,968,782) - 108 (2,968,782) - - - 49,938 - (47,829) - (362) 5,567,935 - - - - - - - - - - - - - (304) 1,122,410 - (304) 1,122,410 - - (175,884) - $ (666) $ 6,514,461 $ -	Total Equity $ 23,208,954 - (1,251,274) 135 2,594,677 (2,946,404) (351,727) - - 21,606,088 - (2,085,457) 220 3,669,814 1,119,376 4,789,190 - $ 24,310,041
		Shares (In Thousands) 419,982 - - - - - - (2,891) - 417,091 - - - - - - - 417,091

17

EVERGREEN STEEL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expense Amortization expense Expected credit reversed gain recognized on trade receivables Finance costs Interest income Dividend income Share of profit of subsidiaries accounted for using equity method 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 Decrease (increase) in notes receivable Decrease in trade receivables Decrease (increase) in other receivables (Increase) decrease in inventories (Increase) decrease in other current assets Increase in net defined benefit assets Increase (decrease) in contract liabilities Decrease in notes payable Decrease in trade payables Decrease in other payables (Decrease) increase in provisions Increase (decrease) in other current liabilities Decrease in other non-current liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities	2023 $ 4,050,904 151,028 4,052 (21,898) 4,603 (26,527) (1,267,643) (914,506) (266) - - (4) - 286,922 56,869 396,876 1,729 (825,954) (46,445) (6,294) 781,617 (8,875) (1,204) (20,542) (5,691) 2,586 (98) 2,591,239 25,091 (4,883) (135,109) 2,476,338	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 (1,067) (61) 1,035,875 9,683 (8,136) (177,932) 859,490

(Continued)

18

EVERGREEN STEEL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES 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 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 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 Repayments of long-term borrowings Decrease in guarantee deposits Repayment of principal portion of lease liabilities Repayments of cash dividend 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	2023 $ 298,343 3,165 (431,410) (144,816) 266 (108) (3,126) - 1,267,643 471,710 1,461,667 - - (500,000) - (25,471) (2,085,457) 220 (2,610,708) 1,327,297 774,052 $ 2,101,349	2022 $ 81,082 231,637 (566,000) (49,071) 178 (2,494) (2,189) 7,238 830,706 469,509 1,000,596 (100,000) (449,937) - (45) (24,665) (1,251,274) 135 (1,825,786) 34,300 739,752 $ 774,052

(Concluded)

19

EVERGREEN STEEL CORPORATION

2023 Profit Allocation Proposal

EVERGREEN STEEL CORPORATION 2023 Profit Allocation Proposal	EVERGREEN STEEL CORPORATION 2023 Profit Allocation Proposal	EVERGREEN STEEL CORPORATION 2023 Profit Allocation Proposal
Unit﹕NT$
Item	Amount
Unappropriated Retained Earnings at the Beginning of the Year Subtract：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 2023 Subtract：Legal Reserve Retained Earnings Available for Distribution as of December 31, 2023 Distribution Item﹕ Cash Dividends of Ordinary Shares (NT$6.5 per share) Unappropriated Retained Earnings at the End of the Year	3,669,814,222 (384,296,924)	$5,754,364,434 (2,729,975) 175,884,993
		5,927,519,452 3,285,517,298
		9,213,036,750 2,711,094,510
		$6,501,942,240
Note：The Company uses earnings of 2023 to distribute dividends.

20

EVERGREEN STEEL CORPORATION

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

	After amendment		Before amendment	Reason for amendment
	Article 2 Shareholders in these Rules refer to shareholders themselves, proxy solicitorsorshareholders’ designated proxies attending the Meeting. The number of representatives appointed by any juristic person shareholders attending the shareholders’ meeting shall not exceed the total number of the Company’s Directors of the current term. Any juristic person designated as proxy by shareholders to be present at the Meeting may appoint only one representative to attend theMeeting.		Article 2 Shareholders in these Rules refer to shareholders themselves or their designated proxies attending the Meeting. The number of representatives appointed by any juristic person shareholders attending the shareholders’ meeting shall not exceed the total number of the Company’s Directors of the current term. Any juristic person designated as proxy by shareholders to be present at the Meeting may appoint only one representative to attend the Meeting.	With reference to paragraph 1 of Article 6 in the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” released by Taiwan Stock Exchange Corporation (hereinafter referred to as the TWSE Template), this Article’s paragraph 1 is amended to specify thatproxysolicitors also constitute the shareholders referred to in these Rules and Procedures.
Article 2-1 Shareholders’ meetings with video conferencing referred to in these Rules are divided into the following two types: 1. Hybrid shareholders’ meetings: means the Company convenes a physical shareholders’ meeting with the assistance of video conferencing, and shareholdersmay choose				1. Newly added Article. 2. In accordance with Article 44-9 of the “Regulations Governing the Administration of Shareholder Services of Public Companies” (hereinafter referred to as “Regulations Governing Shareholder Service”), the definition of shareholders’ meetings with video conferencing, hybrid

21

After amendment	After amendment		Before amendment	Reason for amendment
to take part in the shareholders' meeting physically or by means of video conferencing. 2. Virtual-only shareholders’ meetings: means the Company does not convene a physical shareholders' meeting, and convenes the meeting only by video, and shareholders may attend the shareholders' meeting only by means of video conferencing.				shareholders’ meetings and virtual-only shareholders’ meetings are stipulated.
	Article 3 Shareholders attending the Meeting shall bring an attendance card and identification document. The attendance of the Meeting shall be calculated based on shares. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders, and the shares checked in on the video conferencing platform, plus the number of shares whose voting rights are exercised by electronically. If a shareholders’meeting is held with video conferencing, shareholders who intent to attend the		Article 3 Shareholders attending the Meeting shall bring an attendance card and identification document. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders. The attendance of the Meeting shall be calculated based on shares. The Company shall announce the number of non-voting shares, the number of shares in attendance and other relevant information.	1. With reference to the article sequence in the TWSE Template, Article 9, paragraph 1, the second half of this Article’s paragraph 1 is moved to the second half of paragraph 2. In addition, when the Company holds its shareholders’ meetings virtually and adopts electronic voting, the number of shares belonging to shareholders who have completed check-in procedures virtually and those using e-voting shall be added to the total. Thus, the text in the second half of paragraph 2 is amended accordingly. 2. The paragraph 1of

22

	After amendment		Before amendment	Reason for amendment
	shareholders’meeting by video conferencing shall register with the Company at least two days prior to the shareholders’meeting date; other matters to be complied with shall be handled in accordance with the law and regulations. The Company shall announce the number of non-voting shares, the number of shares in attendance and other relevant information.			Article 44-13 in the Regulations Governing Shareholder Service states: “when a company will convene a shareholders' meeting with video conferencing, if a shareholder, proxy solicitor, or proxy agent intends to take part in the meeting by video conferencing, they shall register with the company by 2 days prior to the scheduled meeting date of the shareholders’ meeting”. Thus, in accordance with said requirement, this Article’s paragraph 3 is added. 3. Paragraph 3 of this Article is moved to paragraph 4.
	Article 4 The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. When the Company convenes a virtual-only shareholders’meeting, the restrictions on meeting place in the preceding paragraph shall not apply.		Article 4 The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.	With reference to paragraph 2 of Article 5 in the TWSE Template, this Article’s paragraph 2 is added to specify that when the Company convenes a virtual-only shareholders’ meeting, the meeting place restrictions do not apply.

23

	After amendment		Before amendment	Reason for amendment
	Article 5 Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the majority at the time scheduled for the Meeting, the chairman may postpone the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. After two postponements, if the number of shares represented by the shareholders present at the Meeting is still lessthan one-third of the total outstanding shares, the chairman shall declare the meeting adjourned. In the event that the meeting has been postponed twice and the number of shares represented by the shareholders present reaches one-third of the total issued shares or more but falls short of a majority, the chairman may adjourn the meeting and then reconvene shareholders’meeting, or conduct a tentative		Article 5 Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the majority at the time scheduled for the Meeting, the chairman may postpone the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate.Ifafter two postponementsno quorum can yet be constituted but the shareholders present at the Meeting represent morethan one-third of the total outstanding shares, tentative resolutionsmay be madein accordance with paragraph 1 of Article 175 of the Company Act. Ifbefore the end of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitutethequorum,the chairman shall submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.	1. This Article is amended with reference to paragraphs 3 and 4 of Article 9 in the TWSE Template: (1) The second half of this Article’s paragraph 1 is amended, to specify that the chairman shall declare a meeting adjourned when two postponements have been made and the number of shares represented by the shareholders present still fails to reach one- third of the total issued shares. (2) The second half of this Article’s paragraph 1 regarding requirements for tentative resolutions made in shareholders’ meetings is moved to this Article’s paragraph 2. It is also specified that the chairman may declare a meeting adjourned or come up with a tentative resolution if the number of shares represented by shareholders present falls short of majority, but reaches one-third of the total issued shares; also, shareholders attending

24

	After amendment	Before amendment	Reason for amendment
	resolutionprocedurein accordance with paragraph 1of Article 175 of the Company Act. All shareholders shall be notified if such tentative resolutions were made, and another shareholders’ meeting shall be convened within one month. In the event that a shareholders’ meeting is held with video conferencing, shareholders intending to attend the meeting by video conferencing shall follow Article 3 to register with the Company again at least two days prior to the shareholders’ meeting date. If the chairman declares the meeting adjourned in accordance with the preceding two paragraphs and the shareholders’ meeting is held with video conferencing, the Company shall declare the meeting adjourned on the shareholders’ meeting video conferencing platform. Before the end of the Meeting, ifthe number of shares represented by the shareholders presenthas constitutedthemajority, the chairman shall submit the tentative resolutions to theMeetingforreview and		a re-convened shareholders’ meeting virtually shall register again. (3) Paragraph 3 is added, to specify that in the event that a shareholders’ meeting is held virtually and an adjournment occurs, the Company shall declare the meeting adjourned on the virtual conferencing platform, and notify shareholders in real time. 2. Adjustment of paragraph sequence and text revisions.

25

After amendment

Before amendment Reason for amendment

approval in accordance with Article 174 of the Company Act.

Article 9

Article 9

If a juristic person If a juristic person shareholder designates two shareholder designates two or more representatives to or more representatives to attend the Meeting, only attend the Meeting, only one representative is one representative is entitled to speak for each entitled to speak for each item. item. For shareholders’ inquiries When reporting the topic, on reporting items listed in speech for each the agenda, the shareholder is limited to shareholders shall only once, and the speech shall speak after the chairman or not exceed five minutes for his/her designated person all reporting items. completely reads out or Unless otherwise reports all the reporting permitted by the chairman, items. For all reporting each shareholder shall not items, each shareholder speak more than two times shall speak no more than concerning each motion twice and each speech and each preposition shall shall not exceed 5 minutes, not exceed 5 minutes with unless otherwise permitted regard to each proposal by the chairman. listed in ratification and Unless otherwise discussion items listed on permitted by the chairman, the agenda, proposals each shareholder shall not collected during special speak more than two times motion procedure. concerning each motion When a shareholder speaks and each preposition shall with regard to nonnot exceed 5 minutes with proposal matters and regard to each proposal expresses other opinions listed in ratification and during the special motion discussion items listed on session, unless otherwise the agenda, proposals permitted by the chairman, collected during each shareholder shall not extraordinary motion speak more than two times procedure.

1. In compliance with the actual operation of shareholders’ meetings and to improve the procedure of shareholders’ meetings, this Article’s paragraph 2 is amended to specify that shareholders can only speak after all items to be reported are completely read out or reported. The number of shareholders’ speeches is increased from one time to two times. 2. With reference to paragraph 7 of Article 11 in the TWSE Template, this Article’s paragraph 6 is added to specify the form, procedures, and restrictions for shareholders to make inquiries when participating in a shareholders’ meeting virtually.

26

	After amendment	Before amendment	Reason for amendment
	When a shareholder speaks with regard to non- proposal matters and expresses other opinions during theextraordinary motion session, unless otherwise permitted by the chairman, each shareholder shall not speak more than two times and each preposition shall not exceed 5 minutes. In case the speech of any shareholder violates the proceeding four provisions, exceeds the scope of the discussion item, or disturbs the order of the meeting, the chairman is entitled to stop the speech of such shareholder. Where a shareholders meeting is convened with video conferencing, shareholders attending the meeting by video conferencing may raise questions in writing on the video conferencing platform, from when the chairman calls meeting to order until the chairman declares the meeting adjourned. No more than two questions may be raised for all reporting items, each proposal for ratification and discussion, or extraordinary motion. Each question raised shall	and each preposition shall not exceed 5 minutes. In case the speech of any shareholder violates the proceeding four provisions, exceeds the scope of the discussion item, or disturbs the order of the meeting, the chairman is entitled to stop the speech of such shareholder.

27

	After amendment		Before amendment	Reason for amendment
	contain no more than 200 words; and the preceding Article and the preceding five paragraphs shall not apply.
	Article 12 The resolution shall be voted on by casting ballots, and the chairman shall decide all voting (including the election votes) to be conducted separately or at the meantime. The shareholders participating in a shareholders’meeting held with video conferencing shall, after the chairman calls the meeting to order, vote on all proposals and election proposals via the video conferencing platform; the voting shall be completed before the chairman announces the close of voting, and anyone exceeding the time limit shall be deemed to have abstained from voting. If a shareholders’meeting is held with video conferencing, votes shall be counted at once after the chairman announces the close of the voting, and the results of votes and elections shall be announced accordingly.		Article 12 The resolution shall be voted on by casting ballots, and the chairman shall decide all voting (including the election votes) to be conducted separately or at the meantime.	1. The Chinese text of this Article’s paragraph 1 is amended. (The English text remains unchanged.) 2. In accordance with paragraph 2 of Article 44-17 in the Regulations Governing Shareholder Service, and to provide shareholders participating in a virtual shareholders’ meeting with sufficient time to vote, participating shareholders may therefore vote on all proposals virtually from the time that the chairman calls the meeting to order, until the chairman announces the close of voting; vote counting operations shall be conducted in a one- time manner, so as to comply with virtually- participating shareholders’ voting times. Thus, paragraphs 2 and 3 are added to this Article as per the preceding requirements.

28

After amendment		Before amendment	Reason for amendment
Article 15 Whilethe Meetingis in progress, the chairman may, at his/her discretion, set times for intermission. If a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.		Article 15 Duringthe Meeting, the chairman may, at his/her discretion, set time for intermission.	With reference to paragraph 1 of Article 18 in the TWSE Template, this Article is amended to specify that, in the event of force majeure, the chairman may decide to suspend the meeting, and set a time to continue the meeting as appropriate.
Article 15-1 For a shareholders’ meeting held by video conferencing, the Company shall announce the date of postponement or continuation of the shareholders’ meeting, except where there is no need to postpone or resume the meeting under the laws and regulations. The date of the postponement or continuation meeting shall be within five days after the shareholders’ meeting. The shareholders’ meeting shall be postponed or resumed at another day under the circumstance that, before the chairman announces the adjournment of the meeting, if there are obstacles to the video conferencing platform or shareholders’ video			1.Newly added Article. 2. In accordance with Articles 44-20 and 44-21 of the Regulations Governing Shareholder Service, and with reference to Article 21 of the TWSE Template, this Article specifies how to handle circumstances when the Company holds a shareholders’ meeting virtually and when, as a result of natural disasters, catastrophes, or other force majeure circumstances, obstacles occur to the virtual conferencing platform or virtual participation.

29

After amendment	Before amendment	Reason for amendment
conference participation due to natural disasters, catastrophes, or other force majeure events, and such obstacles have lasted for more than 30 minutes and cannot be eliminated. The Article 182 of the Company Act shall not apply to the above situations. If a postponement or continuation of shareholders’ meeting prescribed in preceding paragraph occurs, shareholders who did not register to attend the originally scheduled shareholders’ meeting by video conferencing shall not attend the postponed or resumed meeting. For a meeting that is postponed or resumed in accordance with paragraph 1, if shareholders have registered to attend the originally scheduled shareholders’ meeting by video conferencing and completed the sign-in procedure, but did not attend the postponed or resumed meeting, the number of shares represented by said shareholder in the originally scheduled shareholders’ meeting and the voting rights and

30

After amendment	Before amendment	Reason for amendment
election rights exercised by them shall all be included in the total numbers of the shares represented by the shareholders present as well as number of votes and number of election votes accrued at the postponed or resumed meeting. For a shareholders’ meeting that is postponed or resumed in accordance with paragraph 1, the proposals for which voting and vote counting have been completed, and resolution results and lists of elected directors have been announced, need not be discussed or resolved again. For hybrid shareholders’ meetings held by the Company, if the video conferencing cannot be continued due to the circumstances stated in paragraph 1, but, after deducting the number of shares represented by the shareholders present by video conferencing, the total number of shares represented by shareholders present still constitutes a quorum as required by a resolution of the shareholders’ meeting, the shareholders’ meeting shall continue, whereas the postponed or resumed

31

	After amendment		Before amendment	Reason for amendment
	meeting referred to in paragraph 1 is not required. In the event that the shareholders’ meeting shall continue as stipulated in the preceding paragraph, the number of shares represented by the shareholders participating in the shareholders’ meeting by video conferencing shall be included in the total number of the shares represented by the shareholders present. However, with regard to all proposals for the shareholders’ meeting in question, these shareholders shall be deemed to have abstained from voting.
	Article 17 The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded. If a shareholders’meeting is held with video conferencing, the Company shall announce the results of votes and elections after the vote		Article 17 The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded.	For shareholders participating in a shareholders’ meeting virtually be informed of the resolution status of all proposals and election results, and with reference to Article 44-19 of the Regulations Governing Shareholder Service, this Article’s paragraph 3 is added.

32

	After amendment		Before amendment	Reason for amendment
	counting procedure for all proposals and election proposals have been completed; and a record shall be made and uploaded to the shareholders’ meeting video conferencing platform.
	Article 18 The process of the meeting shall be fully recorded via audio or video recording, and retained for at least one (1) year. However, if any shareholder files a lawsuit pursuant to Article 189 of the Company Act, the audio or video recording shall be retained until the final conclusion of the lawsuit. If a shareholders’meeting is held with video conferencing, the Company shall record and retain data including shareholders’registrations, registration for participation in video conferencing, sign-in, inquiries, and voting, as well as the Company’s vote counting results, etc. In addition, the Company shall conduct uninterrupted audio and video recording throughout the entire video conferencing.		Article 18 The process of the meeting shall be fully recorded via audio or video recording, and retained for at least one (1) year. However, if any shareholder files a lawsuit pursuant to Article 189 of the Company Act, the audio or video recording shall be retained until the final conclusion of the lawsuit.	The following provisions are added in accordance with paragraphs 1 & 2 of Article 44-23 of the Regulations Governing Shareholders Services: 1. Paragraph 2 is added to this Article to specify that the Company shall record and retain shareholders’ registrations, registration for participation in video conferencing, sign-in, inquiries, and voting, as well as the Company’s vote counting results. In addition, the Company is required to conduct uninterrupted audio and video recording throughout the video conferencing. 2. Paragraph 3 is added to this Article to specify that data for video conferencing and audio/video recordings shall be properly retained for the duration of the Company’s existence,

33

	After amendment	Before amendment	Reason for amendment
	The Company shall properly retain the aforementioned data and audio/video recordings for the duration of the Company’s existence, and shall provide these audio and video recordings to the entity engaged by the Company to handle video conferencing affairs for retention.		and that the entity engaged by the Company to handle video conferencing shall be provided with audio/video recordings for retention.

34

EVERGREEN STEEL CORPORATION

Comparison Table for the Regulations for Electing Directors Before and After Amendments

	After amendment		Before amendment	Reason for amendment
	Article 3 Before the votes are opened, the Chairman of the Shareholders’ Meeting shall designate appropriate number of vote examiner who should be the Shareholder of the Company, vote counting personnel and related personnel for performing the relevant duty assigned to them.		Article 3 Before the votes are opened, the Chairman of the Shareholders’ Meeting shall designate appropriate number of vote examiner who should be the Shareholder of the Company, vote counting personnel and related personnel for performing the relevant duty assigned to them.	The Chinese text of this Article is revised. (The English text remains unchanged.)
	Article 4 The number of Directors required to be elected shall be determined in accordance with the Articles of Incorporation and a resolution of the Board of Directors. In the event that the Shareholders’ Meeting is convened by the person legally having the right to convene the meeting, other than the Board of Directors, the number of Directors required to be elected shall be determined in accordance with the Article of Incorporation by such person. When counting election		Article 4 Therequirednumber of Independent Directors and non-Independent Directors shall be elected in accordance with the Articles of Incorporation, andthecandidates who obtain morevotesthan others from the election willbe deemed elected in turn. When the number of votesobtained by two or morethan twocandidates isthe samebut that exceed therequirednumber of Directors to be elected, the case shall be determined by drawing lots, and the Chairman of the Shareholders’ Meeting shalldrawthelotsfor any	1. Paragraph 1 of Article 15 of the Articles of Incorporation states, “the Company shall have seven (7) to nine (9) Directors”. Thus, when electing directors in a Shareholders’ Meeting, the number of directors required to be elected shall be determined by the Board of Directors or the person legally having the right to convene the Shareholders’ Meeting. For the sake of specificity, the paragraph 1ofthis

35

	After amendment		Before amendment	Reason for amendment
	votes,the number of voting rights obtained by Independent Directors and Non- Independent Directors shall be separately calculated, and candidates who obtain morevoting rightsthan others from the election shallbe deemed elected in turn. When the number ofvoting rights obtained by two or more candidates isequalbut that exceed the number of Directorsrequiredto 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 Shareholders’Meeting. The number of voting rights in the preceding paragraph shall be the sum of the number of votes cast on site at the Shareholders’Meeting, the number of votes cast by electronic voting and through the Video Conferencing Platform.		candidate who is involved in the case but fails to attend themeeting.	Article is added. 2. The original paragraph 1 of this Article is moved to paragraph 2, and text is revised as a result. 3. Given that the Company has adopted electronic voting and in consideration that shareholders virtually participating in the Shareholders’ Meeting may take vote via the Video Conferencing Platform, paragraph 3 of this Article is added to specify that the number of voting rights obtained by each candidate through the Video Conferencing Platform and from electronic vote shall be added to the calculation of the candidates’ obtained voting rights.
	Article 5 The vote shall be prepared bytheBoard of		Article 5 The vote shall be prepared bytheBoard of Directors,	1. The texts in paragraph 1 of this Article arerevised.

36

	After amendment		Before amendment	Reason for amendment
	Directors, and shall note shareholder account numberorAttendance Certificate number,and number of votingrights on the vote. If the Shareholders’ Meeting is convened by the person legally having the right to convene the meeting, other than the Board of Directors, the vote may also be prepared by such person.		and shall note shareholder account number, Attendance Certificate number and number of votingrighton the vote.	2. Paragraph 2 of this Article is added to specify that if a Shareholders’ Meeting is convened by the person legally having the right to convene the shareholders’ meeting, other than the Board of Directors, the vote may be prepared by such person.
	Article 6 Shareholders in person, proxy solicitors, and proxies appointed by shareholders to attend the Meeting shall use the vote prepared by the convener of the Shareholders’ Meeting in accordance with Article 5. In addition, shareholders shall fill in the names of the Director Candidates listed in the Shareholders’ Meeting announcements or Shareholders’ Meeting handbook on their vote. If the Shareholders’ Meeting is held by video conferencing, shareholders taking part by video conferencing shall cast votes through the Video Conferencing Platform after the		Article 6 If the elected person possesses shareholder status, in the“election candidate”column on the vote the voter shall fill in the name of the election candidate and shareholder account number. If the elected person does not possess shareholder status, the voter shall fill in the name and identity card number of the election candidate.	1. The Company adopts the candidate nomination system for election of the directors; shareholders shall elect directors from the List of Director Candidates. Thus, paragraph 1 of this Article is revised. 2. In reference to paragraph 2 of Article 44-17 of “Regulations Governing the Administration of Shareholder Services of Public Companies” (hereinafter referred to as the “Regulations Governing Shareholder

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	After amendment		Before amendment	Reason for amendment
	chairman calls meeting to order and shall complete the casting of theirs votes before the chairman announces the close of voting, or will be deemed to have abstained from voting.			Services”), when a Shareholders’ Meeting is held with video conferencing, shareholders taking part by video conferencing shall cast votes on meeting proposals from when the chairman calls meeting to order until the close of voting is announced. To comply with the preceding regulations, paragraph 2 of this Article is added.
	Article 7 Any vote that is in any of the following conditions shall be deemed ineffective: (1) Vote not specified in Article 5 of this regulation. (2) Blank vote. (3) Writing is blurred and cannot be identified, or has been altered. (4) The filled-in election candidateis verified to be inconsistent with the list of director candidates. (5) Write other wordor symbolsapart from the name of the election candidate. (6) Two or more elected		Article 7 Any vote that is in any of the following conditions shall be deemed ineffective: (1) Vote not specified in Article 5 of this regulation. (2) Blank vote. (3) Writing is blurred and cannot be identified. (4) If the filled in election candidate possesses shareholder status, when its account name, shareholder account number do not match the shareholder register; if the filled in election candidate does not possess shareholder status,	To comply with the Company’s operating status, the subparagraphs 3 to 5 of this Article are amended.

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	After amendment			Before amendment	Reason for amendment
	candidates are filled in the same vote.		(5) (6)	his/her name and identity card number does not match. Write other word apart from the name of the election candidate, shareholder account number, identity card number or the number of voting rights. Two or more elected candidates are filled in the same vote.
	Article 8 After the votes are completed, the votes shall be opened on the spot, and the results of the votes shall be announced by the Chairman of the shareholders’ meeting. If the Shareholders’ Meeting is heldwith video conferencing, the Company shall immediately disclose the election results on the video conferencing platform after the procedures for counting the election votes has been completed. The Company shall keep the voting papers for at least one year, but for any shareholder who files a litigation in accordance with Article 189 of the Company Act, the voting papers shallbe		Article 8 After the votes are completed, the votes shall be opened on the spot, and the results of the votes shall be announced by the Chairman of the shareholders’ meeting. For the preceding election, theCompany shall keep the voting papers for at least one year, but for any shareholder who files a litigation in accordance with Article 189 of the Company Act, the voting papers shall be kept until the end of the litigation.		1. To make shareholders who taking part in a Shareholders’ Meeting by video conferencing can stay informed of election results, and based on the Article 44- 19 of “Regulations Governing Shareholder Service”, the paragraph 2 of this Article is added, specifying that after the procedures for the counting of the votes is completed, the Company shall immediately disclose the election results on the Shareholder Video Conferencing Platform. 2. The original paragraph 2 of this Article is moved to paragraph 3; the texts are revised as a result.

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	After amendment		Before amendment	Reason for amendment
	kept until the end of the litigation.
	Article 9 The Regulations shall come into forceafter the approval of the shareholders’ meeting, and the same shall apply after amendment.		Article 9 The Regulations shall come into forceafter the approval of the shareholders’ meeting, and the same shall apply after amendment.	The Chinese text of this Article is revised. (The English text remains unchanged.)

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