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EGST Annual Report 2020

Aug 11, 2021

51983_rns_2021-08-11_4ab506de-af28-4a1a-87fe-d4c39e584efb.pdf

Annual Report

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COMPANY LOCATION

  • ⚫ Taipei Head Office: 11F, No. 100, Sec. 2, Chang-An E. Rd., Zhongshan Dist., Taipei City, Taiwan Phone: (886)2-2513-5701
  • ⚫ Hsinchu Factory: No. 99, Guangfu N. Rd., Hukou Township, Hsinchu County, Taiwan Phone: (886)3-598-3616
  • ⚫ Hsinying Factory: No. 66, Bade Rd., Yanshui Dist., Tainan City, Taiwan Phone: (886)6-652-0066
  • ⚫ Kaohsiung Factory: No. 16, Taiji Rd., Xiaogang Dist., Kaohsiung City, Taiwan Phone: (886)7-801-9815

STOCK TRANSFER AGENT

Name: Stock Service Department of KGI Securities Corporation Address: 5F, No. 2, Section 1, Chongqing S. Road, Zhongzheng District, Taipei City, Taiwan Phone: (886)2-2389-2999 Website: http://www.KGIeWorld.com.tw

SPOKESPERSON

Name: Liu, Pang-En Title: President Phone: (886)2-2513-5701 Email:[email protected]

DEPUTY SPOKESPERSON

Name: Yeh, Jia-Chyuan Title: Head of Finance Department Phone: (886)2-2513-5701 Email:[email protected]

AUDITORS

Deloitte & Touche Auditors: Chang, Ching-Fu and Chao, Yung-Hsiang Address: 20F, No. 100, Songren Road, Xinyi District, Taipei City, Taiwan Phone: (886)2-2725-9988 Website: http://www.deloitte.com.tw

NAME OF ANY EXCHANGES WHERE THE COMPANY'S SECURITIES ARE TRADED OFFSHORE, AND THE METHOD BY WHICH TO ACCESS INFORMATION ON SAID OFFSHORE SECURITIES

The Company doesn't issue offshore securities.

CORPORATE WEBSITE

https://www.evergreennet.com

CONTENTS

Page
Ⅰ. Letter to Shareholders 1
1
1.1 Business Performance in 2020 1
1
1.2 Operational
Strategy for 2021
3
2
1.3 Future Development Strategies……… 4
3
1.4 Effects of External Competitive Environment, Laws and Macroenvironment 5
4
Ⅱ. Company Profile 7
6
2.1 Date of Incorporation
7
6
2.2 Company History 7
6
Ⅲ. Corporate Governance Report 9
8
3.1 Organization 9
8.
3.2 Directors and Management
Team…
12
10
3.3 Implementation of Corporate Governance 21
22
3.4 Information Regarding the Company's Audit Fee and Independence 66
54
3.5 Replacement of CPA 67
54
3.6 Audit Independence 67
54
3.7 Stock Transfer or Changes to Stock Pledge of Directors, Managers, or
Shareholders Holding more than 10% of Company Shares during the Latest
Year and up to the Printing Date of
this Annual Report
68
55
3.8 Relationship Among the Top Ten Shareholders 70
56
3.9 Ownership of Shares in Affiliated Enterprises 72
58
Ⅳ. Capital Overview 73
59
4.1 Capital and Shares 73
59
4.2 Corporate Bonds 81
65
4.3 Preferred Stock 81
65
4.4 Global Depository Receipts 81
65
4.5 Employee Stock Options 81
65
4.6 Employee Restricted Stock 81
65
4.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions 81
65
4.8 Financing Plans and Implementation 81
65
Ⅴ. Operational Highlights 82
66
5.1 Business Activities 82
66
5.2 Market and Sales Overview 95
77
5.3 Human Resources 105
86
5.4 Information about Environmental
Protection Costs
105
86
5.5 Labor Relations 106
87
5.6 Important Agreements 111
91
Page
Ⅵ. Financial Information 116
95
6.1 Five-Year Financial Summary 116
95
6.2 Five-Year Financial Analysis 121
99
6.3 Audit Committee's Review Report………………….……………………………. 127
103
6.4 Consolidated Financial Statements for the Years Ended December 31, 2020 and
2019 and Independent Auditors' Report
128
104
6.5 The Parent Company Only Financial Statements for the Years Ended December
31, 2020 and 2019 and Independent Auditors' Report
128
104
6.6 Disclosure of
Financial Impact to the Company If the Company and Its Affiliated
Companies
Have
Incurred
and
Financial
or
Cash
Flow
Difficulties
in
2020 128
104
Ⅶ. Review of Financial Conditions, Financial Performance, and Risk Management. 129
105
7.1 Analysis of Financial Status….………………… 129
105
7.2 Analysis of Financial Performance… 130
106
7.3 Analysis of Cash Flow………………………………… 130
106
7.4 Impact of Major Capital Expenditure Items in the Most Recent Year on
the
Financial Status …………………………………………………………………
131
107
7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses,
Improvement Plans 131
107
7.6 Analysis of Risk Management during the Latest Year and up to the Printing Date
of this Annual Report
132
108
7.7 Other Important Matters………………………………… 135
110
Ⅷ. Special Disclosure 136
111
8.1 Summary of Affiliated Companies 136
111
8.2 Private Placement of Securities during the Latest Year and
up to the printing date
of this Annual Report… 140
115
8.3 Holding or Disposal of Shares in the Company by the Company's Subsidiaries
during the Latest Year and up to the Printing Date of this Annual Report 140
115
8.4
8.5
Other Matters That Require Additional Description
Any of the Situations Listed in Article 36, Paragraph 3, Subparagraph 2 of the
140
115
Securities and Exchange Act, Which Might Materially Affect Shareholders'
Equity or the Price of the Company's Securities, Occurring
during the Latest
Year and up to the Printing Date of this Annual Report 140
115

Appendix 1
Consolidated Financial Statements and Report of Independent
Accountants for the Year Ended December 31, 2020 141
116
【Appendix 2】Parent Company Only Financial Statements and Report of Independent
Accountants for the Year Ended December 31, 2020 213
193

I. Letter to Shareholders

1.1 Business Performance in 2020

1.1.1 Business Fulfilment in 2020

The Company's consolidated revenue in 2020 was NT\$9,349.65 million. Its net income after tax was NT\$ 1,404.26 million, increasing NT\$ 783 million, or 5.91%, over the same period of the previous year. Earnings per share was NT\$ 2.65.

In 2020, the global economy suffered a severe blow because of the COVID-19 pandemic. Nevertheless, the domestic steel structure market continued to rally due to demand for steel structures by domestic public construction projects, building construction projects, and factories for homecoming Mainland China-based Taiwanese enterprises. As changes of composition of waste produced in recent years has pushed up their heat value and stability of the Company's equipment has decreased after nearly 20 years of operation, the workload of the environmental protection equipment has increased, which resulted in a slight decrease of volume of processed waste compared with the same period last year. Nevertheless, the overall profit in 2020 still outperforms the previous year. An overview of the Company's business areas is as follows:

1. Steel Structure Business Division :

In 2020, the orders received by the Company amounted to 200,000 tons (public construction accounted for 18%, high-rise construction accounted for 37%, and factory construction accounted for 45%), an increase of 140,000 tons over 2019 or 45% growth. In particular, orders placed for public construction amounted to 40,000 tons, or a 15% decrease over 2019; orders placed for high-rise construction reached 70,000 tons, or a 33% increase over 2019; and orders placed for factory construction amounted to 90,000 tons, or a 128% increase over 2019. The high percentage of orders placed for factory construction reflected an obvious increase in demand for construction of factories. However, the Company's operations in 2020 were affected by the fluctuation of raw materials prices and postponed delivery of factory structures as a knock-on effect of a critical labor shortage in the construction industry. Despite the aforementioned impact on production and building construction, the Company nevertheless reached its profit target thanks to effective internal cost controls by all business departments.

Due to increased volume of production of steel structures by the Hsinchu Factory after its transformation in the second half of 2019, the number of tons (of our products) sold by the Company in 2020 reached about 140,000 tons, up 25.17% over 2019, and the operating revenue reached NT\$ 7,117.9 million, up 19.26% over 2019.

As the COVID-19 pandemic swept the world in 2020, domestic demand for steel structures increased because the number and diversity of China-based Taiwanese businesses returning to Taiwan increased thanks to effective control of the pandemic in Taiwan. The business performance of the steel structure sector is determined by domestic demand. Additionally, loose monetary policy, low interest rates, and hot-money investments in the domestic real estate market were also reasons why the Company received a larger number of orders in 2020.

  1. Container Department:

The Company's operating revenue for 2020 was NT\$ 145.99 million, up 3.49% over 2019.

    1. Environmental Protection Business:
  • (1) Hsin Yung Enterprise Corporation (HYEC): the company's 2020 operating revenue was NT\$ 1,320.22 million, a decrease of 2.39% over 2019, mainly due to the continued increase of heat value of waste and inevitable decrease of equipment stability after nearly 20 years of operation, which resulted in reduction of its processing capacity.
  • (2) Super Max Engineering Enterprise Co., Ltd. (SMEEC): the company's 2020 operating revenue was NT\$ 765.54 million, a decrease of 5.04% over 2019, due to operation of new factories established by its competitors, which resulted in downward pressure on prices and therefore a slight decrease of revenue and profit.
  • (3) Ever Ecove Corp.: the construction of the company's facilities began in 2020 and 80% of the construction work had been completed as of the end of 2020.

The impact of the COVID-19 pandemic on the environmental protection business of EGST is as follows:

  • (1) Hsin Yung Enterprise Corporation (HYEC): Hsin Yung Enterprise Corporation mainly processes municipal waste from Taoyuan City. As the population and number of businesses in Taoyuan City have continued to grow and the need for processing household and industrial waste has therefore increased, the COVID-19 pandemic has not made an impact on HYEC's business.
  • (2) Super Max Engineering Enterprise Co., Ltd. (SMEEC): SMEEC mainly engages in the treatment of hazardous and medical waste. Thanks to effective control of the COVID-19 pandemic in Taiwan and capacity increase of domestic high-tech companies due to new orders placed by foreign countries due to increasingly strict pandemic control measures in these countries, the volume of waste processed by SMEEC in 2020 was similar to 2019, and the COVID-19 pandemic has not impacted its business.

1.1.2 Business Targets and Performance Overview

The Company's forecasted consolidated revenue for 2020 was NT\$ 9,699.63 million; the actual revenue was NT\$9,349.65 million. The achievement rate was 96.39%. The forecasted EBT was NT\$1482.68 million. Actual EBT was NT\$1,734.82 million. The achievement rate was 117.01%.

1.1.3 Revenue and Profit Analysis

  1. Revenue

The Company's consolidated revenue for 2020 was NT\$ 9,349.65 million, a year-on-year increase of 13.08% over 2019, mainly because the Hsinchu Factory began volume production in the second half of 2019, which increased overall production volume of the Company. The operating cost was NT\$ 7,323.35 million, a year-on-year increase of 14.58%. Other net income was NT\$200.5 million, a year-on-year decrease of NT\$77.58 million. EAT was NT\$1,404.26 million, a year-on-year increase of NT\$78.3 million.

  1. Profit Analysis

The year 2020's return on assets was 6.72%; return on equity was 8.88%; net profit margin was 15.02%; and earnings per share was NT\$2.65.

1.1.4 Research and Development

    1. After transformation of the Hsinchu Factory to steel structure processing, its monthly capacity reached over 3,000 tons in 2020.
    1. The BOX SAW machine, part of the Hsinchu Factory production line, is now operated by one person instead of two, increasing efficiency of our HR resources.

1.2 Operational Strategy for 2021

1.2.1 Operational Direction

    1. Generally speaking, the demand for steel structures in year 2020 remained high. Currently, the Company focuses on continued outsourcing of different business activities for cost control purposes, searching for new contractors for outsourcing, and enhancement of operating capacity and performance of our factories in Xinying and Hsinchu. The Company will continue to carry out quality control, increase its competitiveness, and maintain good relationships with existing clients, as well as seek famous domestic and foreign clients for long-term client base management.
    1. Environmental protection business:
  • (1) The Company's priorities are optimization of performance of the machinery and maintenance and enhanced operational reliability of the equipment.
  • (2) Due to establishment of new factories by our competitors, our treatment of general industrial waste faces a price war. The Company will endeavor to increase profit by soliciting the business of complicated treatment of high-priced waste.

1.2.2 Forecast of Business Performance

The recovery of the real estate market due to low interest rates, capital inflow and increased sales in 2021 has pushed up the number of new residential buildings and driven a steady increase of new factories, office buildings, electronics factories, and public construction projects. As a result, the steel structure market has grown steadily amid stable economic development. As the continued increase of raw materials prices and ongoing labor shortage continue to impact the Company, it will endeavor to maintain its client base while actively soliciting business of construction projects with higher margins. The company will also seek the consent of clients for adjustable prices of our steel products arrange prepayment in order to enhance operational performance.

The impact of the COVID-19 pandemic to the Company has been relatively minor as steel structures are mainly sold to domestic clients for construction of large buildings, factories, and bridges. Currently, we outsource drawing work for our major clients and the clients that place urgent orders, and our drawings library is adequate. Meanwhile, steel prices in the US, Japan and Korea continue to rise, so the domestic steel price and economy are expected to gradually bounce back.

1.2.3 Key Business Strategies

The domestic steel price hike from 2020 up to the first quarter of 2021, continued expansion of domestic electronics factories, and increased need for steel for offshore wind power construction will continue to drive up domestic steel prices. As steel prices and HR costs are expected to increase in 2021, enhancement of cost control is still our key strategy to improve operational performance.

1.3 Future Development Strategies

1.3.1 Business Strategies

Steel Structure Business Division:

    1. Enhancing client solicitation capability: in addition to maintaining the existing client base, the Company will continue to solicit famous clients from a variety of industries with the aim of building long-term business relations with them.
    1. In regard to special construction projects, the Company has served several special construction project clients, including the Kaohsiung Exhibition Center, Southern Branch of the National Palace Museum, Agora Garden, and Ankeng Light Rail Transit System. Currently, the Company is providing its products to Kaohsiung Train Station and Greater Taichung International Expo Center, and will continue to seek business opportunities created by special construction projects.
    1. The Company will support government efforts in public construction projects and actively solicit clients of government agencies carrying out public construction projects. It will also increase its market share in building and factory construction in order to ensure a stable source of revenue.

Environmental Protection Business:

Hsin Yung Enterprise Corporation:

Under the condition of stable waste treatment and power generation, HYEC will give priority to household waste of Taoyuan City and secure a stable source of industrial waste, as well as maintain the treatment capacity in order to produce stable revenue.

Super Max Engineering Enterprise Co., Ltd.:

  1. The Guanyin Plant will submit an application for "Amendment of the documented information for establishment of an industrial waste treatment center in the north region (Guanyin Plant)," which will adjust the daily treatment capacity of the incinerator from 88 tons/d to 70 tons/d. The planning waste liquid incinerator will be replaced by new rotary kiln incinerator. The daily capacity of the new incinerator will increase from 15 tons/d to 43 tons/d and total capacity of the Guanyin Plant will amount to 113 tons per day. The company received letter No. 1090088159 from the Environmental Protection Administration for approval of its application on September 18, 2020 and received the letter from the Industrial Development Bureau on February 22, 2021 approving the application after its review. The company will start design and preparation for the construction work.

  2. In 2021, SMEEC will introduce standards and practices that meet requirements of the ISO9001 quality management system, ISO14001environment management system, and ISO45001 occupational safety and health management system with external assistance and obtain certification.

Ever Ecove Corp.:

The company plans to conduct a trial run and trial operation in the second half of 2021.

1.3.2 Cost Strategies

    1. Enhance professional capabilities of its employees and the Company's management performance and improve work efficiency to lower HR costs.
    1. Strengthen internal process management and reduce errors to decrease correction costs.
    1. Enhance management of materials procurement and use lower-cost materials.

1.3.3 Corporate Responsibility Strategies

In order to achieve effective corporate governance and sustainable environmental management and safeguard the public interest, the Company has formulated corporate social responsibility policies as guiding principles to fulfill its CSR. It has also established a CSR Implementation Committee to take charge of formulation and execution of the aforementioned policies and report to the Company's board of directors on a regular basis. The company will fulfil its CSR in 2021 in the following ways:

    1. Cultivate professional talent and fulfill social responsibility.
    1. Carry out machinery rejuvenation and implement and promote occupational safety management to provide a safe work environment.
    1. Take concrete action to help the underprivileged with love and care and actively participate in a variety of charity works.
    1. Continue to maintain and improve all equipment in order to prevent and control pollution, save energy, reduce carbon emissions, and fulfill its social responsibility of environmental protection.
    1. Effectively protect fundamental human rights of all employees and stakeholders, endorse and comply with the Universal Declaration of Human Rights of the United Nations, respect fundamental human rights recognized by the international community, and introduce human rights guidelines based on the aforementioned standards.

1.4 Effects of External Competitive Environment, Laws and Macroenvironment

1.4.1 External Competitive Environment

Domestic demand for steel structures has increased significantly, thanks to domestic public construction, construction of buildings and factories, and return of some China-based Taiwanese businesses to Taiwan. Nevertheless, market competition remains fierce due to fluctuation of raw materials prices, labor shortage, and client solicitation

5 efforts of competing businesses. As a result, the Company will set the priority of reducing costs, maintaining product quality, enhancing production technology, and strengthening management in order to increase our gross profit.

fierce due to fluctuation of raw materials prices, labor shortage, and client solicitation

Due to the establishment of new waste treatment plants, there is now a price war in the market. The Company will endeavor to increase profit by soliciting the business of complicated treatment of high-priced waste.

1.4.2 Regulatory Requirements

    1. The amendments to the Regulations for the Occupational Safety and Health Equipment and Measure introduced in 2020 regarding refusal, avoidance or obstruction of a labor inspectors does not have any impact on the Company.
    1. The amendments to article 286-3, article 324-7 and article 325-1 of the Regulations for the Occupational Safety and Health Equipment and Measures introduced in March 2, 2020 regarding the requirements for food delivery service providers does not have any impact on the Company.
    1. Steel structure processing: in addition to compliance with regulations governing the manufacturing industry, environmental protection and energy, the Company also has to comply with construction-related regulations in its operations. Amendments of the aforementioned regulations do not bring about big changes and therefore their impact to the Company is insignificant.

1.4.3 Macroenvironment

Prefabricated steel structures are used in the large-scale construction sector for rapid deployment, good seismic resistance, and environment-friendliness. Use of steel structures for public construction of government projects, buildings and factories has led to steady growth of our steel structure business. In regard to our operations, the Company will continue to monitor fluctuations of raw materials prices and endeavor to optimize cost controls in order to maintain a stable profit.

In 2021, the Company will continue to embrace the motto of "safety first, quality first, customer satisfaction, and sustainable operations" for quality management. It will continuously enhance its technical know-how and exploration of manufacturing techniques, carry out strict quality control, comply with its corporate governance guidelines, and safeguard shareholders' interests, while following its environmental protection and corporate social responsibility policies, with the aim of achieving operational stability and maintaining the business philosophy of premium services and sustainable operations.

Chairman Lin, Keng-Li

President Liu, Pang-En

April 30, 2021

. Company Profile

2.1 Date of Incorporation

The Company was established on January 29, 1973.

2.2 Company History

Year Milestones
January, 1973 The predecessor of EGST
was Kaolun Industrial Corp. which was established on
January
29, 1973 with investment capital of NT\$3.6 million.
June, 1982 Kaolun Industrial Corp. increased capital by NT\$21.4 million, reaching
NT\$25 million in paid-in capital, and was renamed Ever Master Industrial
Corp. after approval.
November, 1982 Ever Master Industrial Corp.
increased capital by NT\$25 million,
reaching a total of NT\$50 million paid-in capital.
September, 1983 Ever Master Industrial Corp.
increased capital by NT\$50 million,
reaching a total of NT\$100 million paid-in capital.
February, 1984 Ever Master Industrial Corp.
increased capital by NT\$50 million,
reaching a total of NT\$150 million paid-in capital.
September, 1984 Ever Master Industrial Corp.
increased capital by NT\$30 million,
reaching a total of NT\$180 million paid-in capital.
September, 1985 Ever Master Industrial Corp.
merged with Ever Valor Industrial Corp.
(NT\$180 million capital). Ever Master Industrial Corp.
was the surviving
company and its capital amounted to NT\$360 million.
August, 1987 Ever Master Industrial Corp. was renamed Evergreen Heavy Industrial
Corp.
after approval.
December, 1987 Evergreen Heavy Industrial Corp. increased capital by NT\$440 million,
reaching a total of NT\$800 million paid-in capital
May, 1989 Evergreen Heavy Industrial Corp. increased capital by NT\$350 million,
reaching a total of NT\$1,150 million paid-in capital
August, 1990 Evergreen Heavy Industrial Corp. merged with Evergreen Superalloy
Corp.
(NT\$150 million capital). Evergreen Heavy Industrial Corp. was
the surviving company and its capital amounted to NT\$2,650 million after
the merger.
May, 1997 Evergreen Heavy Industrial Corp. acquired 34.70% equity of Super Max
Engineering Corp. With an investment of NT\$389,030,286.
October, 1998 Evergreen Heavy Industrial Corp. merged with Ever Pioneer Steel Corp
(capital NT\$1,400 million). Evergreen Heavy Industrial Corp. was the
surviving company and its capital amounted to NT\$3,168 million.
December, 1998 Evergreen Heavy Industrial Corp. acquired 64.76% equity of Hsin Yung
Enterprise Corp., with an investment of NT\$323.8 million.
January, 2000 Evergreen Heavy Industrial Corp. acquired 99% equity of its subsidiary
Mingyu
Investment Corp.,
with an investment of NT\$49.94 million.
April, 2000 Evergreen Heavy Industrial Corp. changed its name to Evergreen
Development & Network Technology Corp.
May, 2000
May, 2001
Evergreen Development & Network Technology Corp. acquired 74%
equity of
Green Steel Structure
Corp.
with an investment of NT\$99.94
million.
Evergreen Development & Network Technology Corp. changed its name
Year Milestones
to Evergreen Development Corp. after the approval.
June, 2002 Evergreen Development Corp. Increased capital by NT\$316.8 million
from earnings
according to a resolution of the shareholders' meeting,
making a total of NT\$3,484.8 million paid-in capital.
May, 2003 Evergreen Development Corp.
abandoned a plan for an IPO following a
decision by its board of directors
June, 2003 Evergreen Development Corp.
increased capital by NT\$174.24 million
from earnings, making a total of NT\$3,659.04 million paid-in capital.
April, 2004 Evergreen Development Corp.
increased capital by NT\$182,952,000 from
earnings, making a total of NT\$3,841,992,000 paid-in capital.
May, 2005 Evergreen Development Corp.
increased capital by NT\$192,099,600 from
earnings, making a total of NT\$4,034,091,600 paid-in capital.
September, 2009 Evergreen Development Corp.
merged with
Green Steel Structure
Corp.
according
to
a
resolution
of
the
board
of
directors.
Evergreen
Development Corp.
was the surviving company and carried out capital
increase
of
NT\$49,927,940
after
the
merger,
making
a
total
of
NT\$4,084,019,540 paid-in capital.
July, 2011 Evergreen Development Corp. was renamed Evergreen Steel Corp.
August, 2012 The board of directors approved retirement of treasury stock for a capital
reduction of NT\$29,759,910.
The paid-in capital amounted to NT\$4,054,
259,630 after the capital reduction.
August, 2018 Evergreen Steel Corp. acquired 70% equity of the subsidiary Ever Ecove
Corp. with an investment of NT\$700 million.
August, 2019 The board of directors approved retirement of treasury stock for a capital
reduction
of
NT\$60
million.
The
paid-in
capital
amounted
to
NT\$3,994,259,630
after the capital reduction.
October, 2019 Public offering of company stock after approval.
January, 2020 Listed on Emerging Stock Board of Taipei Exchange after approval.
April, 2021 Listed on Taiwan Stock Exchange Corporation after approval.
April, 2021 Evergreen Steel Corp. increased capital by NT\$205.56 million before the
listing, making a total of NT\$4,199,819,630 paid-in capital.

3.1 Organization

EGST

    1. According to the Articles of Incorporation of the Company, it shall have seven directors, three of which shall be independent directors, and the directors shall constitute the Board. The Company's material business operations shall be resolved by the Board of Directors. The Chairman of the Board shall be elected at a meeting attended by at least two-thirds (2/3) or more of the entire Board and by a simple majority vote of the Directors present at the meeting, and may also elect a Vice Chairman in the same manner. The Chairman of the Board of Directors shall externally represent the Company and oversee corporate operations. For establishing sound corporate governance and enhancing the functions of the Board of Directors, the Audit Committee is subordinate to the Board of Directors and is composed entirely of independent directors; one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The main function of the committee is to supervise fair presentation of the financial reports, the appointment, independence and performance of CPAs, the effective implementation of the internal control system, and the risk management of the Company. According to the Remuneration Committee Charter, the Remuneration Committee is subordinate to the Board of Directors. The members of the committee shall be appointed by resolution of the Board of directors. The committee shall not be fewer than three members, one of whom shall be the convener. Its main function is to proscribe and periodically review the remuneration policy and remuneration for Directors and managers.
    1. The Company has one president, who manages overall business as per the instructions of the Board. Appointment, discharge and remuneration shall be handled in accordance with the provision of Article 29 of the Company Act.
    1. The Auditing Department is responsible for the implementation of the internal control system.
    1. The Corporate Social Responsibility Committee is chaired by the President, and is responsible for formulating CSR policies, executing various CSR tasks, and supervising all departments of the Company as they endeavor to achieve the long-term, mid-term and short-term CSR goals set by the Company.
    1. The Corporate Governance Department is in charge of corporate governance matters, such as organization of board of directors meetings and shareholders' meetings.
    1. The Human Resources Department is responsible for staffing activities, formulation of remuneration and benefits policy, hiring, and staff education and training.
    1. The Finance Department is responsible for the account auditing, tax treatment, cash and capital management, preparation, announcement and filing of financial statements, and stock services.
    1. The Finance Department is responsible for the account auditing, tax treatment, cash and capital management, preparation, announcement and filing of financial statements, and stock services.
    1. The Supervisory Department is responsible for coordination of general affairs and CSR-related matters for the headquarters and different departments.
    1. The Computer Department is responsible for computer systems maintenance, new systems design/planning/development, and management of hardware assets and networks.
    1. The Occupational Safety & Health Department is in charge of a variety of matters related to occupational safety and health in accordance with the Occupational Safety and Health Act.
    1. The Steel Structure Business Division is responsible for undertaking and outsourcing of steel structure and special construction projects, as well as design, production, installation and lifting of steel structure member.
    1. The Container Department is in charge of repair, renovation and storage of containers.

3.2.1 Directors

3.2.1 Directors

3.2 Directors, Supervisors and Management Team

3.2 Directors, Supervisors and Management Team

Director Information (1) Director Information (1)

April 30, 2021 April 30, 2021

Other Managers, Directors
or Supervisors Related by
Second-degree kinship
Relation None None
Marriage or Within
of Each Other
Relation Not applicable
Name
None
None
Not applicable None
None
Second-degree kinship
Marriage or Within
of Each Other
Title
Name
Not applicable None
None
Not applicable None
None
Other Managers, Directors
or Supervisors Related by
Title None None
Concurrent Positions
in Other Companies
Concurrent Positions
in Other Companies
&
Not applicable
Not applicable
Investment Corp, Taiwan
Corporation, Ever Ecove
Engineering Enterprise
Hsin Yung Enterprise
Co., Ltd., Mingyu
Corp., Super Max
Aerospace Corp.
Investment Corp, Taiwan
Corporation, Ever Ecove
Engineering Enterprise
Hsin Yung Enterprise
Director:
Co., Ltd., Mingyu
Corp., Super Max
Aerospace Corp.
Director:
Not applicable
Not applicable
Colon Container Terminal,
Marine (Hong Kong) Ltd.,
(M) Sdn. Bhd., Evergreen
S.A., Evergreen Shipping
Marine (Hong Kong) Ltd.
International Corp., Ever
Evergreen Insurance Co.
Reward Logistics Corp.,
Director and Managerial
Evergreen Marine Corp,
Evergreen International
Corporation, Evergreen
Evergreen Laurel Hotel
Corporation, Evergreen
Storage and Transport
Agency (America)
Colon Container Terminal,
Marine (Hong Kong) Ltd.,
(M) Sdn. Bhd., Evergreen
S.A., Evergreen Shipping
Marine (Hong Kong) Ltd.
International Corp., Ever
Evergreen Insurance Co.
Director and Managerial
Ltd. Chairman
Evergreen Marine Corp,
Reward Logistics Corp.,
Evergreen International
Corporation, Evergreen
Evergreen Laurel Hotel
Corporation, Evergreen
Storage and Transport
officer of Evergreen
Director:
Agency (America)
International S.A.
Ltd. Chairman
Director:
Experience
(Note 3)
Education
&
Experience
(Note 3)
Education
Not applicable
Not applicable
(%)
0
MBA Shipping and
National Taiwan
President of the
Transportation
Management,
Experience:
Education:
MBA Shipping and
Company
Ocean University
National Taiwan
President of the
Transportation
Management,
Experience:
Education:
Company
0
Not applicable
Ocean University
Not applicable
0
Department of China
Marine Engineering
Marine Technology)
(Now University of
Evergreen Marine
Vice Chairman of
Maritime College
Department of China
Experience:
Marine Engineering
Marine Technology)
(Now University of
Education:
Evergreen Marine
Vice Chairman of
Maritime College
Corp
Experience:
Education:
Corp
0
Shares Held by
Third Parties
Number
(%)
0
0
0
0
0
0
0
0
Shares Held by
Third Parties
Number 0
(%)
0
0.01
0 0
0
Shares Held by
Dependents
&
Spouses
&
(%) Not applicable 0.01 Not applicable 0
Shares Held by
Dependents
Spouses
Number
Number
Not applicable
0.02
(%)
62,943
62,943
0.03
Not applicable
21.69
0
0
5.95
Shareholdings
Present
(%) 0.02 0.03 21.69 5.95
Shareholdings
Present
Number
Number
100,000
100,000
139,000
139,000
91,101,257
91,101,257
25,008,820
25,008,820
(%) (%)
0.03
0.03
0
0
30.69
30.69
0
0
Shareholding when
Shareholding when
Elected
Elected
Number
Number
100,000
100,000
0
0
122,601,257
122,601,257
0
0
Appointment
Election,
Date of
Initial
Appointment
Election,
Date of
Initial
(Note 2)
(Note 2)
2019.11.29
2019.11.29
2016.03.18
2016.03.18
1992.12.31
1992.12.31
1982.02.22
(Note 5)
1982.02.22
(Note 5)
Tenure
Tenure
3 years
3 years
3 years
3 years
3 years
3 years
3 years
3 years
(Inauguration)
(Inauguration)
Election
Date of
Election
Date of
108.11.29
108.11.29
108.11.29
108.11.29
108.11.29
108.11.29
108.11.29
Gender
Gender
applicable
applicable
Not
Not
Male
Male
applicable
Not
Not
applicable
Male
Male
Name
Name
Logistics Corp.
Logistics Corp.
Evergreen
Evergreen
Representative:
Representative:
Lin, Keng-Li
Lin, Keng-Li
International
International
Evergreen
Evergreen
Corp.
Representative:
Representative:
Kuo-Hua
Kuo-Hua
Chang,
Chang,
Corp.
Nationality
Nationality
R.O.C.
R.O.C.
R.O.C.
R.O.C.
R.O.C.
R.O.C.
R.O.C.
R.O.C.
(Note 1)
(Note 1)
Title
Title
Chairman
Chairman
Director
Director

EGST

Relation None None
Other Managers, Directors
or Supervisors Related by
Second-degree kinship
Marriage or Within
of Each Other
Name None Not applicable None
Title None None
Concurrent Positions
in Other Companies
Evergreen Airline Services
Corporation, Taiwan High
Evergreen Insurance Co.,
Security Corp., Shun An
Evergreen Marine Corp,
Corp., Evergreen Laurel
Enterprise Corp, New E
Evergreen International
Evergreen International
Evergreen International
Enterprise Corporation,
Ever Reward Logistics
Speed Rail, Evergreen
Storage and Transport
Marine S.A., Gaining
Cargo Services Corp.,
and Ever Ecove Corp.
Corp., Evergreen Air
EVA Airways Corp.,
Ltd., Greencompass
Enterprise S.A., and
(Singapore) Pte. Ltd.
Materials Co., Ltd,
managerial officer
Evergreen Marine
Corp., Hsin Yung
S.A. Director and
Hotel (Shanghai)
Supervisor:
Chairman:
Director:
Not applicable Han-De Construction Co.,
Corporation, Metropolis
Development Co., Ltd.,
Property Management
Hsin Yung Enterprise
Corporation, La Mer
Oriens Corporation,
Maoshi Corporation
Corporation, Eslite
Ltd., Wei-Dar
Corporation
Supervisor:
Director:
&
Experience
(Note 3)
Education
Second Vice Group
Senior High School
Evergreen Group
Keelung's Girls
Experience:
Education:
Chairman
Not applicable ‧Vice President of Finance
Continental Engineering
Polytechnic Institute, Troy,
‧Vice President/ Head of
Taishin International
Wholesale Banking
Product Division of
MBA, Rensselaer
Department of
New York, USA
Corporation
Experiences:
Education:
Bank
Shares Held by (%) 0 0 0
Third Parties Number 0 0 0
& (%) 0
Shares Held by
Dependents
Spouses
Number 0 Not applicable 0
(%) 0 3.05 0
Shareholdings
Present
Number 0 12,823,245 0
(%) 0 3.21 0
Shareholding when
Elected
Number 0 12,823,245 0
Appointment
Election,
Date of
Initial
(Note 2) 2007.05.22 2021.04.27 2014.02.27
Tenure 3 years 3 years 3 years
(Inauguration)
Election
Date of
2019.11.29 2019.11.29 2019.11.29
Gender Female applicable
Not
Female
Name Ko, Lee-Ching
Representative:
Development
Wei-Dar
Co., Ltd.
Lee, Mon-Ling
Representative:
Nationality R.O.C. R.O.C. R.O.C.
(Note 1)
Title
Director Director
Relation None None
Other Managers, Directors
or Supervisors Related by
Second-degree kinship
Marriage or Within
of Each Other
Name None None
Title None None
Concurrent Positions
in Other Companies
CPA;Hwa-Terng & Co., CPAs Compulsory Retirement for
Attorney in Charge of Lien
Matters, Ministry of Civil
MSIG Mingtai Insurance
Compensation for Public
Reviewing Team for the
Cases with Questions of
Independent Director of
& Partners Law Offices
Director of TWT Net
Commissioner of the
Public Matters and
Bereavement
Corporation
Co., Ltd.
Services
Education &
Experience
(Note 3)
‧Assistant Manager;
Deloitte & Touche
Tunghai University
‧Senior Manager;
Horwath Chien
Hsing CPAs
Experience:
Education:
‧Commissioner of the
‧Supervisor of MSIG
‧Commissioner of the
‧Department of Law,
‧Director, Managing
University (EMBA,
Selecting Judges of
Specialized Courts,
University (LL.B.,
Mingtai Insurance
Judicial Selection
‧National Taiwan
National Taiwan
Taiwan Attorney
Director of the
Committee for
Judicial Yuan
Taiwan Bar
‧Disciplinary
Association
Committee
Experience:
Education:
Co.,Ltd
1984)
2007)
Shares Held by
Third Parties
(%) 0 0
Number 0 0
(%) 0 0
Shares Held by
Dependents
Spouses &
Number 0 0
(%) 0 0
Shareholdings
Present
Number 0 0
(%) 0 0
Shareholding when
Elected
Number 0 0
Appointment
Election,
Date of
Initial
(Note 2) 2019.11.29 3 years 11.29, 2019
Tenure 3 years
(Inauguration)
Election
Date of
2019.11.29 108.11.29
Gender Male Male
Name Lee, Kuan-Hsien Lien, Yuan-Long
Nationality R.O.C. R.O.C.
(Note 1)
Title
Independent
Director
Independent
Director
(Note 1)
Title
Nationality Name Gender (Inauguration)
Election
Date of
Tenure Appointment
Election,
Date of
Initial
Shareholding when
Elected
Shareholdings
Present
Shares Held by
Dependents
Spouses &
Shares Held by
Third Parties
Education &
Experience
(Note 3)
Concurrent Positions
in Other Companies
Second-degree kinship
Marriage or Within
of Each Other
Other Managers, Directors
or Supervisors Related by
(Note 2) Number (%) Number (%) Number (%) Number (%) Title Name Relation
Independent
Director
R.O.C. Jui-Chin
Chiang,
Female 2019.11.29 3 years 2019.11.29 0 0 0 0 0 0 0 ‧KO LIN &WEI Law
‧Attorney at Law and
Partner of Libertas
Soochow University
‧Master of Laws of
‧Bachelor of Laws,
Office Attorney at
Technology Law,
Law, Pro-Marine
Tung University
National Chiao
Science and
Law Office
Law Office
Experiences:
Education:
0
DIYI Social Enterprise
Dentons Taiwan
Attorney at Law
Supervisor
None None None
disclosed) and the aforementioned information should be noted and filled in Table 1 below. Note 1: For statutory director, both the names of the legal entity and its representative are required to be disclosed (for representative of statutory director, the name of the legal entity should also be

Note 2: To fill in "the Date of Initial Election, Appointment" of the directors and supervisors, the discontinuation of tenure should be footnoted. Note 3: To fill in the "Experience" of director and supervisor, detailed job titles and work responsibilities should also be described if he/she previously worked for the auditing accounting firm or the Company's affiliates. Note 4: The chairman of the board of directors and the president of an equivalent post (the highest level managerial officer) of the Company are the same person, spouses, or relatives within the first

degree of kinship: None. Note 5: Chang, Kuo-Hua served as a director or supervisor between Feb. 22, 1982 and Jan. 3, 1991, between Dec. 31, 1992 and Sept. 28, 1998, between May 22, 2009 and Mar. 21, 2011 and from Mar. 18, 2016 to now.

Note 6: The Company issued 399,425,963 shares and 419, 981, 96 shares on Apr. 30, 2011, when the directors of this tenure were elected, and Apr. 30, 2021, respectively.

April 30, 2021
Name of Institutional Shareholder Major Shareholders of Institutional Shareholders
(Note 1) (Note 2)
Round The World S.A.(81%)
Evergreen Logistics Corp. Evergreen International Corp.(19%)
Chang Yun-fa Foundation (28.86%)
Sheng Shi Corporation (18.00%)
Chang, Kuo-Hua (12.90%)
Chang, Kuo-Ming (12.17%)
Evergreen International Corp. Lee, Yu-Mei (7.14%)
Chen, Hui-Chu (5.81%)
Chang Yung-Fa Charity Foundation (5.00%)
Chang, Yun-Fa (5.00%)
Yang, Mei-Chen (4.60%)
Scept Corporation (0.50%)
Wei-Dar Development Co., Ltd. Maoshi Corporation (99.8%)

Table 1: Major Shareholders of the Institutional Shareholders (second stage)

Note 1: If the director or a supervisor is the representative of the institutional shareholders, the name of the institutional shareholders should be indicated. Note 2: Fill in the name and shareholding ratio of the major shareholders (with the top-ten shareholding ratio) of the institutional shareholders. If the major shareholders are institutional shareholders, please fill out Table 2 below.

Note 3: When the institutional shareholder is not a company organization, the mentioned name of institution and its shareholding ratio, which shall be disclosed, are defined as name of donor and its donation ratio.

Note 4: The data is provided by institutional shareholders, and from public information on Ministry of Economic Affairs website or MOPS.

Table 2:Major Shareholders of the Company's Major Institutional Shareholders in Table 1

April 30, 2020
Legal Entity
(Note 1)
Name of Institutional
Shareholders (Note 2)
Major Shareholders of Institutional Shareholders (Note 3)
Round The World S.A. Evergreen International S.A. (Panama)(100%)
Chang Yun-fa Foundation (28.86%)
Sheng Shi Corporation (18.00%)
Chang, Kuo-Hua (12.90%)
Chang, Kuo-Ming (12.17%)
Evergreen Logistics Corp. Lee, Yu-Mei (7.14%)
Evergreen International Corp. Chen, Hui-Chu (5.81%)
Chang Yung-Fa Charity Foundation (5.00%)
Chang Yun-Fa (5.00%)
Yang, Mei-Chen (4.60%)
Scept Corporation(0.50%)
Chang, Yun-Fa
Chang, Shu-Hua
Chang, Kuo-Hua
Evergreen International Corp. Chang Yun-Fa Foundation Chang, Kuo-Ming
(Note 6) Chang, Kuo-Cheng
Evergreen International Corp.
Evergreen Marine Corp. (Taiwan) Ltd.
Everglory Transport Corp.
Evergreen Investment Corp.
Evergreen Investment Corp.
Eversafty Container Terminal Corp.
Ever Master Industrial Corp.
Evergenius Computer Corp.
Everlaural Trading Corp. Ltd.
Uniglory Marine Corp.
Chang, Kuo-Cheng (92.44%)
Sheng Shi Corporation Tseng, Chiung-Hui (7.56%)
Chang, Yun-Fa (33.33%)
Chang Yung-Fa Charity
Foundation (Note 7)
Chang, Kuo-Hua (33.33%)
Cheng, Shen-chih (33.33%)
Scept Corporation Yang, Mei-Chen (97.31%)
Chang, Sheng-En (2.69%)
Wei-Dar Development Co., Ltd. Maoshi Corporation Jade Fortune Enterprises Inc. (100%)

Note 1: Name of Institutional Shareholders of Table 1.

Note 2: Name of Major Shareholders of Institutional Shareholders of Table 1.

Note 3: Fill in the name and shareholding ratio of the major shareholders (with the top-ten shareholding ratio) of the institutional shareholders.

Note 4: When the institutional shareholder is not a company organization, the mentioned name of institution and its shareholding ratio, which shall be disclosed, are defined as name of donor and its donation ratio.

Note 5: The data is provided by institutional shareholders, and from public information on Ministry of Economic Affairs website or MOPS.

Note 6: Donors listed in the bylaws of Chang Yung-Fa Charity Foundation.

Note 7: Donors listed in the bylaws of Chang Yung-Fa Charity Foundation and the percentages of their donations in the total assets (or the total assets donated by the donors to the foundation when it was established) to the foundation.

Director Information (2)

April 30, 2020
Meet One of the Following Professional Qualification
Requirements, Together with at Least Five Years Work Experience
Independence Criteria (Note 2)
Criteria
Name
(Note 1)
An Instructor or
Higher Position in a
Department of
Commerce, Law,
Finance, Accounting,
or Other Academic
Department Related
to the Business
Needs of the
Company in a Public
or Private Junior
College, College or
University
A Judge, Public
Prosecutor, Attorney,
Certified Public
Accountant, or Other
Professional or
Technical Specialist
Who has Passed a
National Examination
andbeen Awarded a
Certificate in a
Profession Necessary
for theBusiness of the
Company
Have Work
Experience in the
Areas of
Commerce, Law,
Finance, or
Accounting, or
Otherwise
Necessary for the
Business of the
Company
1 2 3 4 5 6 7 8 9 10 11 12 Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as an Independent
Director
Lin, Keng-Li 0
Chang, Kuo-Hua 0
Ko, Lee-Ching 0
Lee, Mon-ling 0
Lee, Kuan-Hsien 0
Lien, Yuan-Lung 0
Chiang, Jui-Chin 0

Note 1: The number of columns is adjusted depending on the actual needs.

  • Note 2: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.
  • (1) Not an employee of the Company or any of its affiliates.
  • (2) Not a director or supervisor of the Company or any of its affiliates. (the same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)
  • (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.
  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under (1) or any of the persons in Note 2 and Note 3.
  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act (the same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulationsof the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)
  • (6) If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: Not a director, supervisor, or employee of that other company. The same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
  • (7) If the chairperson, president, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: Not a director (or governor), supervisor, or employee of that other company or institution (the same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
  • (8) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. The same does not apply, however, in cases where a specified company or institution holds 20% or more and no more than 50% of the total number of issued shares of the Company and the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT\$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Business Mergers and Acquisitions Act or Securities and Exchange Act or related laws or regulations..
  • (10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
  • (11) Not been a person of any conditions defined in Article 30 of the Company Act.
  • (12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
m
m
ment Tea
ment Tea
Manage
Manage
3.2.2
3.2.2
April 30, 2021
April 30, 2021
Note
who are Spouses or
Within Two Degrees of Kinship
Note
(Note 3)
Relation
(Note 3)
Relation
Name
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
who are Spouses or
Within Two Degrees of Kinship
Managers
Name
Title
None
None
None
None
None
None
None
None
None
None
None
None
None
Managers Title Investment
Max
None
Mingyu Investment
None
None None None None None
Other Position
Other Position
Corp. and Director of Super
Engineering Enterprise Co., Ltd.
Investment
Max
Mingyu
Corp. and Director of Super
Engineering Enterprise Co., Ltd.
Mingyu
of
Chairman
Chairman of
Supervisor of Super Max Engineering
Supervisor of Taiwan Incubator SME
Mingyu Investment
Supervisor of Super Max Engineering
Supervisor of Taiwan Incubator SME
Enterprise Co., Ltd
Supervisor of
Enterprise Co., Ltd
Development Co.
Supervisor of
Corp.
Corp.
None
Development Co.
None
None
None
None
None
None
None
None
Experience (Education)(Note 2)
Experience (Education)(Note 2)
%
Vice President of the Company
Department of Chung Yuan
Mechanical Engineering
Vice President of the Company
Department of Chung Yuan
Mechanical Engineering
Christian University
Experience:
Education:
Experience:
Education:
0
Senior Vice President of the
Master's degree, College of
Management, Yuan Ze University
Senior Vice President of the
Master's degree, College of
Christian University
Experience:
Education:
Company
Experience:
Education:
Company
0
Civil Engineering, National Central
Management, Yuan Ze University
Masters' degree, Department of
Civil Engineering, National Central
Senior Vice President of the
Masters' degree, Department of
Senior Vice President of the
Experience:
Education:
Company
Experience:
Education:
University
Company
0
Civil and Hydraulic Engineering
Junior Vice President of the
Department, Chung Yuan Christian
Civil and Hydraulic Engineering
Junior Vice President of the
Experience:
Education:
University
Company
Experience:
Education:
University
Company
0
Department, Chung Yuan Christian
Civil and Hydraulic Engineering
Junior Vice President of the
Department, Chung Yuan Christian
Civil and Hydraulic Engineering
Junior Vice President of the
Experience:
Education:
University
Company
Experience:
Education:
University
Company
0
Department, Chung Yuan Christian
Junior Vice President of the
College of Science and Technology
Department of Chemical
Engineering, Minghsin Junior
Junior Vice President of the
Department of Chemical
Experience:
Education:
University
Company
Experience:
Education:
Company
0
College of Science and Technology
Super Max Engineering Enterprise
Deputy Junior Vice President of
Engineering, Minghsin Junior
Super Max Engineering Enterprise
Deputy Junior Vice President of
Department of Accounting,
Experience:
Experience:
Education:
Co., Ltd.
Shareholdingby % 0 0 0 0 0 0 0
Nominee Arrangement
Nominee Arrangement
Shareholdingby
Shares
Shares
0
0
0
0
0
0
0
0
0
0
0
0
0
Minor
Minor
&
%
%
0
0
0.01
0.01
0
0
0
0
0
0
0
0
0
Shareholding
Shareholding
Spouse
&
Spouse
Shares
Shares
0
0
30,668
30,668
0
0
0
0
0
0
0
0
0
%
%
0.02
0.02
0.01
0.01
0
0
0.03
0.03
0.01
0.01
0.01
0.01
0.01
Shareholding
Shareholding
Shares
Shares
63,058
63,058
41,732
41,732
20,000
20,000
110,467
110,467
29,000
29,000
32,733
32,733
45,469
Effective
Effective
Gender Date
2019.11.29
2019.11.29
2021.04.21
2021.04.21
2019.11.29
2019.11.29
2016.06.01
2016.06.01
2016.06.01
2016.06.01
2019.04.01
2019.04.01
2019.06.01
Gender Date Male
Male
Male
Male
Male
Male
Male
Male
Male
Male
Male
Male
Male
Pang -En
Pang -En
Liu,
Liu,
Jia-Chyuan
Jia-Chyuan
Yeh,
Yeh,
Chih-Lung
Chih-Lung
Chien,
Chien,
Nan-Hsin
Ou, Nan-Hsin
Ou,
Hsing-Kung
Hsing-Kung
Chang,
Chang,
Lu, Shim-Min
Lu, Shim-Min
Chin-Kuan
Hsu,
Hsu,
Nationality Name
Nationality Name
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
R.O.C
Title (Note 1)
Title (Note 1)
President
President
Vice President
Vice President
and Head of
and Head of
Department
Department
Finance
Finance
Steel Structure
Vice President
Steel Structure
Vice President
and Head of
and Head of
Business
Division
Business
Division
Steel Structure
Steel Structure
President of
Senior Vice
President of
Senior Vice
Business
Division
Business
Division
Steel Structure
Steel Structure
President of
Senior Vice
President of
Senior Vice
Business
Division
Business
Steel Structure
Steel Structure
President of
Senior Vice
President of
Senior Vice
Business
Division
Business
Division
Department and
Deputy Senior
Vice President
Deputy Senior
Vice President
Accounting
of Finance
of Finance
Head of
Division
None None None None None
None None None None None
None None None None None
None None None None None
None None None None None
Department of Business, National
Junior Vice President of the
Open University
Experience:
Education:
Company
Department, Oriental Institute of
Junior Vice President of the
Mechanical Engineering
Experience:
Technology
Education:
Company
Masters' degree, Department of
Business Administration, Ming
Manager of the Company
Chuan University
Experience:
Education:
Department, National Pingtung
Master's degree, Agribusiness
University of Science and
Manager of the Company
Experience:
Technology
Education:
Stock Department of Evergreen
National Taiwan University
Department of Economics,
International Corporation
Junior Vice President of
Experience:
Education:
Note 1: It should include the information disclosure of the president, vice president, senior vice president, department heads, and branch officers as well as the position equivalent to president, vice
0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
0 0.01 0 0.01 0
10,000 59,100 0 24,000 0
2015.03.13 2019.01.01 2019.01.01 Female 2021.04.01
Male Male Male
Meng-Ling
Chen,
Chih-Chien
Chou,
Lin, Mei-Li Female 2005.11.01 Hsing-Chyang
Chao,
Xiu-Hui
Yang,
R.O.C R.O.C R.O.C R.O.C R.O.C
Deputy Senior
Vice President
Occupational
and Head of
Department
Safety &
Health
Steel Structure
Deputy Senior
Vice President
and Head of
Business
Division
Department
Auditing
Head of
Department
Container
Head of
Governance
Department
Corporate
Head of

Note 1: It should include the information disclosure of the president, vice president, senior vice president, department heads, and branch officers as well as the position equivalent to president, vice president, or senior vice president. Note 2: Experience relevant to the current position. In the case of employment by an independent auditor's firm or its affiliated companies throughout the time period referred to above, please state the job title and the job responsibilities.

Note 3: If the president and the chairman of the board of directors or person of an equivalent position (the highest level managerial officer) of the Company are the same person, spouses, or relatives within the first degree of kinship, the reason, rationale and related arrangement shall be disclosed (such as increase the number of independent directors and over half of the directors do not currently work for the Company as employees or managerial officers: None.

Note 4: Former head of accounting department of the Company was Yeh, Jia-Chyuan, which was replaced by Hsu, Chin-Kuan since Nov 16, 2020.

3.3 Implementation of Corporate Governance 3.3 Implementation of Corporate Governance

3.3.1 Board of Directors 3.3.1 Board of Directors

The Board was convened five times in 2019. The attendance of directors is as follows: The Board was convened five times in 2019. The attendance of directors is as follows:

Title
Title
Name (Note1)
Name (Note1)
Attendance
Attendance
in Person (B)
in Person (B)
By Proxy
By Proxy
Attendance
Attendance
Rate (%)
Rate (%)
[B/A]
[B/A]
(Note2)
(Note2)
Remarks
Remarks
Chairman
Chairman
Evergreen
Evergreen
Logistics Corp.
Logistics Corp.
Representative:
Representative:
Lin, Keng-Li
Lin, Keng-Li
5
5
0
0
100%
100%
None
None
Director
Director
Evergreen
Evergreen
International
International
Corp.
Corp.
Representative:
Representative:
Chang, Kuo-Hua
Chang, Kuo-Hua
5
5
0
0
100%
100%
None
None
Director
Director
Evergreen
Evergreen
International
International
Corp.
Corp.
Representative:
Representative:
Ko, Lee-Ching
5
5
0
0
100%
100%
None
None
Director
Director
Ko, Lee-Ching
Wei-Dar
Wei-Dar
Development
Development
Co., Ltd.
Co., Ltd.
Representative:
Representative:
Lee, Mon-Ling
5
5
0
0
100%
100%
None
None
Independent
Director
Independent
Lee, Mon-Ling
Lee, Kuan-Hsien
Lee, Kuan-Hsien
5
5
0
0
100%
100%
None
None
Director
Independent
Director
Independent
Lien, Yuan-Lung
Lien, Yuan-Lung
5
5
0
0
100%
100%
None
None
Director
Independent
Director
Independent
Chiang, Jui-Chin 5 0 100% None
Director
Other mentionable items:
Chiang, Jui-Chin 5 0 100% None

Other mentionable items:

    1. Please illustrate the date of the Board of Directors, period, agenda and all independent directors' opinions and the Company's responses if one of following situation is occurred during operation of the Board of Directors: Other mentionable items: 1. Please illustrate the date of the Board of Directors, period, agenda and all independent directors' opinions and the Company's responses if one of following situation is occurred during operation
  • (1) The items listed in Article 14-3 of Securities and Exchange Act: Not applicable as the Company has established the audit committee. According to the third paragraph of article 14-3 of the Securities and Exchange, the Company shall provide information regarding the matters specified in article 14-5. Please refer to Page 58~65 (important decisions of the board of directors, Audit Committee and Remuneration Committee) specified in article 14-5 of the Securities and Exchange according to article 14-3 of the Act. of the Board of Directors: (1) The items listed in Article 14-3 of Securities and Exchange Act: Not applicable as the Company has established the audit committee. According to the third paragraph of article 14-3 of the Securities and Exchange, the Company shall provide information regarding the matters specified in article 14-5. Please refer to Page 58~65 (important decisions of the board
    • (2) Except for the proposal mentioned above, other literally recorded resolutions which are opposed or have qualified opinion by independent directors: None. of directors, Audit Committee and Remuneration Committee) specified in article 14-5 of the Securities and Exchange according to article 14-3 of the Act.
    1. If the directors have personal interest conflicts to the proposal and are required for recusal, please (2) Except for the proposal mentioned above, other literally recorded resolutions which are opposed or have qualified opinion by independent directors: None.
specify the names of the directors, proposal, reason and the resolution: Please refer to page 58
to 65.
3. The board of directors self-evaluation (or peer evaluation)
Evaluation
Cycle
Once a year
Evaluation
Period
From January
1, 2019 to December
31, 2020
Evaluation
Scope
Self-evaluation of performance of the Board of directors, Directors and the
functional committees.
Evaluation
Method
Internal self-evaluation of the Board with surveys of the Board members for their
self-evaluation and self-evaluation of functional committees
Evaluation
Indexes
1.
Self-evaluation of performance of the Board: participation in the operation of
the Company, the quality of decisions made by the board of directors,
composition and structure of the board of directors, election and continuing
education of the directors, and internal control.
2.
Self-evaluation of performance of Board members (for themselves): alignment
of the goals and missions of the Company, awareness of the duties of a director,
participation in the operation of the Company, management of internal
relationship and communication, the director's professionalism and continuing
education, and internal control.
3.
Self-evaluation of performance of the functional committees: participation in
the operation of the Company, awareness of the duties of the functional
committee, the quality of decisions made by the functional committee, makeup
of the functional committee and election of its members, and internal control.
Evaluation
Result
1. Self-evaluation of performance of the Board: good,
the average score is 2.9
points.
2. Self-evaluation of performance of the Board members: good, the average score
is 2.88 points.
(Full score: 3) 3. Self-evaluation
of
performance
of
the functional
committees:
good, the
average score is 2.88 points.
4. The goals of enhancing functionality of the board of directors and the evaluation
to
strengthen
the
functionality
of
the
Board
of
Directors
in
current year and recent years (ex.
establish AuditCommittee or
enhance
information
transparency):
(1)
The
Company
has
purchased
liability
insurance
for
directors
in
order
to
disperse
the
risk
of
legal
responsibility
and
improve
the ability
of
corporate
governance.
(2) To enhance the professional ability of directors as well as implement corporate governance,
2020 and 2021. the Company has provided directors courses on corporate governance and management in
  • (3) To enhance information transparency, the Company voluntarily publishes important resolutions of Board Meetings and established a corporate governance page, social responsibility page, stakeholders' interest page and investor's page on the Company's website.
  • (4) The Company has 3 independent directors and has introduced the "Rules Governing the duties of independent directors" and established the Audit Committee to enhance the functionality of the Board of Directors.

Note1: For directors who are legal entities, both the names of the legal entity and the representative should be disclosed.

  • Note2: (1) If any of the directors resigns before the end of the year, the Company is required to specify the date of his/her resignation in the remarks column. The actual attendance rate (%) should be calculated by the actual number of meetings he/she attended during his/her term at the Board of the Directors.
  • (2) If there is any re-election of the Board before the end of the year, both the information of new and former directors should be filled in the table, and the status and the re-election date should also be specified in the remarks column. The actual attendance rate (%) should be calculated by the actual number of meetings he/she attended during his/her term at the Board of the Directors.

  • 3.3.2 Implementation Status of the Audit Committee or the participation of the supervisors in the operation of the Board of Directors.
    1. Annual Tasks and Implementation Status of the Audit Committee:
    2. (1) The Audit Committee is composed of three independent directors, whose major duties are to supervise and review the financial reports, accounting and internal control system, the major asset transactions, endorsements and guarantees, and the offering or issuance of securities.
    3. (2) Annual Tasks of the Audit Committee in 2020
    4. i. Review financial reports:

The Company's annual business report, financial reports, and surplus earnings distribution proposals were all reviewed by the Audit Committee and submitted to the Board for discussion. After being approved by the Board, the proposals were presented to the Annual General Meeting of shareholders for acknowledgement.

ii. Assess the effectiveness of the internal control system

The self-assessment of the internal control system and the implementation of the Company are completed by the internal units every year. The audit unit reports the audit results to the Audit Committee on a regular basis and submits the proposal for amendment of the internal control system and internal control system statement to the Audit Committee for its review. The Audit Committee and the audit unit have several closed-door communication meetings every year to help the Committee understand the financial status, operational performance, risk management, information security, and the regulatory compliance, and to evaluate the effectiveness of the Company's internal control system.

  • iii. Appoint the Company's Certified Public Accountants
  • The proposal to appoint Chang, Ching-fu and Chao, Yong-hsiang, the CPAs of Deloitte & Touche, Taiwan, as the Company's CPAs for 2020 was reviewed by the Audit Committee on the first meeting of 2020 and approved by the Board meeting. CPAs have several closed-door communication meetings with the Independent Directors every year to communicate matters related to financial reports.
  • (3) The Audit Committee was convened five times (A) in 2020. The attendance status of the Committee members are as follows:
Title Name Attendance
in
Person
(B)
By
Proxy
AttendanceRate
(%)
[B/A]
Remark
s
Conveners Lee, Kuan
Hsien
5 0 100% None
Committee
Member
Lien, Yuan
Long
5 0 100% None
Committee
Member
Chiang, Jui
Chin
5 0 100% None

Other mentionable items:

    1. If any of the following circumstances occur, the dates of meetings, sessions, content of motion, resolutions of the Audit Committee and the Company's response to the Audit Committee's opinion should be specified:
  • (1) The matters listed in Article 14-5 of Securities and Exchange Act: Please refer to page 58 to 65 for the information (important resolutions of the Audit Committee and Remuneration Committee).
  • (2) Except for the proposal mentioned above, other literally recorded resolutions which are opposed or have qualified opinion by independent directors: None.
    1. If an independent director avoids any motion due to conflict of interest, the director's name, content of the motion and the reason for avoidance should be specified: Please refer to page 49 to 53 for the information (important resolutions of the Audit Committee and the Remuneration Committee).
    1. Communications between the independent directors and the Company's chief internal auditor and the CPAs (should include communication over important matters regarding the Company's financial and business status and the communication method and result).
  • (1) Communications with the Company's chief internal auditor
    • i. Communication method:

The independent directors and the chief internal auditor have at least four closeddoor communication meetings every year. In 2020, the independent directors and the chief internal auditor had five closed-door communication meetings and the chief internal auditor reported the results of internal audit and operation of internal control during these meetings.

No Date Important Communication Content The Company's
response
1 2020.03.16 The audit report from Dec.
2019 to
Feb.
2020.
The report was
submitted to the
Board.
2 2020.06.18 The audit report from March 2020 to
May 2020.
The report was
submitted to the
Board.
3 2020.08.07 The audit report on June 2020. The report was
submitted to the Board.

ii. The summaries of communication in 2020:

4 2020.11.10 The audit report from July 2020 to
Sep.
2020.
The report was
submitted to the
Board.
5 2020.12.21 The audit report from Oct.
2020 to
Nov.
2020.
The report was
submitted to the
Board.

(2) The Communications between the independent directors and CPAs.

i. Communication method:

EGST

The independent directors and CPAs have at least three closed-door communication meetings every year. In case of emergency, the meeting may be convened at any time. In 2020, the independent directors and CPAs had three closed-door communication meetings for the CPAs' report on the financial situation and the audit results to the independent directors and for adequate communication over important adjustment adjusting journal entries (if any) and the impact of amendments to regulations.

ii. The summaries of communication in 2020:

No Date Communication Content The
Company's
response
1 2020.03.16 1. The CPAs' audit of 2019 Financial
Report, their audit plan for 2020 and
new regulations.
2. Communication between the CPAs and
Independent
Directors
over
the
questions
brought
up
by
the
Independent Directors.
None
2
2020.08.07
1. The CPAs' audit of 2020 Q2 financial
report.
2. The
assessment
of
the
impact
of
COVID-19 and the conclusion.
3. The scope of special audit of the internal
control system.
4. Communication between the CPAs and
Independent
Directors
over
the
questions
brought
up
by
the
Independent Directors.
None
3
2020.11.10
1.
CPAs' audit of 2020 Q3 financial
report.
2.
2020 key audit matters.
3. Corporate Governance 3.0 -Sustainable
Development Roadmap.
4. Communication between the CPAs and
Independent
Directors
over
the
questions
brought
up
by
the
Independent Directors.
None

3.3.3 Corporate Governance Implementation Status and Deviations from "the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies" 3.3.3 Corporate Governance Implementation Status and Deviations from "the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies"

Evaluation Item
Evaluation Item
Implementation Status
Implementation Status
Deviations from "the
Deviations from "the
Corporate Governance
Corporate Governance
Best-Practice Principles
Best-Practice Principles
for TWSE/TPEx Listed
for TWSE/TPEx Listed
Yes No
Yes No
Further Explanation
Further Explanation
Companies" and
Companies" and
Reasons
Reasons
1. Does the Company
1. Does the Company
establish and disclose
establish and disclose
the Corporate
the Corporate
Governance
Governance
Best-Practice
Best-Practice
Principles based on
Principles based on
"Corporate
"Corporate
Governance
Governance
Best-Practice
Best-Practice
Principles for
Principles for
TWSE/TPEx Listed
V
V
The Company has laid down its Corporate Governance
The Company has laid down its Corporate Governance
Best-Practice Principles after the approval of Board of
Best-Practice Principles after the approval of Board of
Directors approved the principles, which can be found on
Directors approved the principles, which can be found on
the Company's official website
the Company's official website
(https://www.evergreennet.com/), "important rules of
(https://www.evergreennet.com/), "important rules of
corporate governance" and Market Observation Post System
corporate governance" and Market Observation Post System
(MOPS).
(MOPS).
None
None
TWSE/TPEx Listed
Companies"?
Companies"?
2. Shareholding
2. Shareholding
Structure &
Shareholders' Rights
Structure &
(1) Does the Company
Shareholders' Rights
establish an internal
(1) Does the Company
operating procedure to
establish an internal
deal with shareholders'
operating procedure to
suggestions, doubts,
deal with shareholders'
disputes and
suggestions, doubts,
litigations, and follow
disputes and
the procedure?
V
V
Finance Department staff of the Company is in charge of
handling these issues by following internal control operation
Finance Department staff of the Company is in charge of
procedures.
handling these issues by following internal control operation
procedures.
None
None
litigations, and follow
(2) Does the Company
the procedure?
possess the list of its
(2) Does the Company
major shareholders as
possess the list of its
well as the ultimate
major shareholders as
owners of those
well as the ultimate
shares?
V
V
Responsibility assigned to relevant department.
Responsibility assigned to relevant department.
None
None
owners of those
(3) Does the Company
shares?
establish and
(3) Does the Company
implement the risk
establish and
management and
implement the risk
firewall system within
its conglomerate
management and
V
V
The Company has established risk control measures within
internal control operation procedure.
The Company has established risk control measures within
internal control operation procedure.
None
None
Evaluation Item
structure?
Yes No Implementation Status
Further Explanation
Deviations from "the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies" and
Reasons
(4) Does the Company
establish internal rules
against insiders trading
with undisclosed
information?
V 1. The Company has established "Procedures for Handling
Material
Inside
Information"
and
"Insider
Trading
Prevention Management" within internal control operation
procedure with the approval of the Board of Directors to
prevent the trading of stock by insiders.
2. To enable the directors and managers of the Company to
fully understand the relevant rules and penalties of "insider
trading" in time, the Company provides the directors and
managerial officers a Q&A on insider trading prohibition,
and forwards the
information about insider trading
prevention from time to time. On Oct 7, 2020, the
Company arranged courses related to prevention of insider
trading for its directors on the elements of insider trading,
related case
studies and related criminal liabilities.
Moreover, the Company also incorporates Codes of
Operation Integrity and Ethical Conduct into its orientation
training for its new hires and announces related rules on the
section specifically for "Operation Integrity" on its
website. Meanwhile, the Company has advocated integrity
and ethics in internal meetings of all departments and
incorporated Codes of Operation Integrity and Ethical
Conduct into annual training for all its staff.
None
3. Composition and
Responsibilities of the
Board of Directors:
(1) Does the Board
develop and
implement a
diversified policy for
the composition of its
members?
V 1. According to the third paragraph of Article 20 in the
Company's
"Corporate
Governance
Best-Practice
Principles," the composition of the Board of Directors
should take diversification into consideration. According to
the fourth paragraph of Article 20, the Board of Directors
should have professional knowledge, skills and ability
needed for fulfillment of their duties. Please refer to the
table below
for information of diversification of the
Company's Board of Directors.
Finance
Environment
Gender Operation
Enterprise
ManagementLaw
Title
Name
Management
Accounting
Protection
Lin,



Chairman
Male
Keng-Li
Chang,


Director
Male
Kuo-Hua
None
Evaluation Item Implementation Status Deviations from "the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies" and
Yes No Further Explanation Reasons
Director Ko,
Lee-Ching
Female
Director Lee,
Mon-Ling
Female
Independent
Director
Lee,
Kuan-Hsien
Male
Independent
Director
Lien,
Yuan-Lung Male
Independent
Director
Chiang,
Jui-Chin
Female
2. The Company attaches importance to gender equality of the
composition of its Board of Directors. According to its policy,
female directors shall account for over 20% of the board
members. Currently, there are three female directors, or
42.86% of the board members.
(2) Does the Company V Currently, the Company has not voluntarily established other Although the Company
voluntarily establish functional committees has only established the
other functional Remuneration
committees in addition Committee and the
to establishment of the Audit Committee
Remuneration according to the law, the
Committee and the board of directors has
Audit Committee exercised its powers
according to the law? according to the law and
the Company's Articles
of Incorporation, the
decisions of the
shareholders' meeting
and the corporate
governance principles.
(3) Does the Company V 1. The Company has established the Guidelines for Board None
establish a standard to Performance Evaluation, and announced it on the Company's
measure the official website and the Market Observation Post System
performance of the (MOPS).
Board annually, report 2. According to the Guidelines for Board Performance
Evaluation, the Company shall conduct an internal
the results of the evaluation of board performance at least once a year. In
performance addition, the Company's board performance evaluation
evaluation to the may be conducted by an external independent professional
Board, and use it as a institution at least once every three years.
reference for
individual directors'
3. The 2020 evaluation results of the performance of the
remuneration and Board of Directors (please refer to note 2 for details) was
reported to the Board meeting on Mar. 10, 2021.

2020 ANNUAL REPORT

Evaluation Item
nomination for the
re-election?
Yes No Implementation Status
Further Explanation
4. The annual evaluation results of the performance of the
Board of Directors are also the basis for individual
director's remuneration and nomination of directors.
Deviations from "the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies" and
Reasons
(4) Does the Company
regularly evaluate the
independence of
CPAs?
V 1. The assigned accountants are not directors, supervisors,
managerial officers, employees or shareholders of the
Company or its affiliated companies and have been
confirmed as non-stakeholders, which complies with the
regulation of independent judgment of the regulatory
authority (please refer to note 3 for details about the CPA
independence evaluation).
2. The Company annually evaluates the specialization and
independence of the CPAs. The CPAs have completed the
statement on its independence for their engagement. The
board of directors approved the engagement and
remuneration for the CPAs for the 2021 financial and tax
audit on Mar. 10, 2021.
None
4. Has the
TWSE/TPEx Listed
Company set up a
corporate
governance unit or
hired corporate
governance staff to
take charge of
corporate governance
matters (including but
not limited to
providing directors and
supervisors necessary
information for
operation, arranging
the board of directors
and shareholders'
meetings according to
the law, applying for
company registration,
and change of the
registration
V 1. The Board of Directors appointed Yeh, Chia-Chuan, the
vice president and the head of Finance Department, as the
chief corporate governance officer of the Company on
Mar. 16, 2020 and hires adequate professional corporate
governance personnel to protect shareholders' rights and
strengthen the Board functions. The chief corporate
governance officer of the Company was the Head of
Finance Department of a public company for at least three
years and his qualification meets regulatory requirements.
2. Main duties of the chief corporate governance officer of
the Company are as follows:
(1) To arrange Board meetings and shareholders meetings
according to laws.
(2) To prepare minutes of Board meetings and
shareholders' meetings.
(3) To assist directors with their onboarding and courses
arrangement.
(4) To provide information needed for operational
management by directors.
(5) To assist Directors with legal compliance.
3. The operation management in 2020 are as follows:
(1) To provide Directors information and regulations
related to their duties and arrange the Directors'
None

Evaluation Item Implementation Status Deviations from "the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Yes No
Further Explanation
Companies" and
Reasons
information and training courses:
preparing minutes of A. To provide Directors with the latest regulations
Board of Directors concerning corporate governance from time to
meetings and time.
shareholders' B. To provide Directors company information related
meetings? to their duties and maintain smooth
communication between Directors and
managerial officers.
C.
To arrange more than two closed-door meetings
between independent directors and the chief
internal auditor and CPAs for their face-to-face
communication and in-depth understanding of the
independent directors about the Company's audit
and financial status.
D. To arrange two training courses (three hours for
each) for Directors
(2) To arrange meetings of functional committees, the
board and shareholders according to the law:
A. To provide the meeting agendas and related
materials to each director at least seven days in
advance, remind the director not to participate in
discussion or voting on the agenda item if he/she
is an interested party, and send the minutes to
each director within 20 days of the meeting.
B. To assist with the announcement of the material
information about an important resolution of a
board meeting after it ends, ensure the legal
compliance and accuracy of the material
information to ensure information symmetry for
transactions of investors.
C. To register the date of the shareholders' meeting in
accordance with law and produce meeting
notices, handbooks and prepare minutes by the
regulatory deadlines.
D. Please refer to Note 4 for training records of the
chief corporate governance officer in 2020.
5. Does the Company V The Company has set up a Stakeholders and Issues None
establish a Management Section ((https://www.evergreennet.com),
communication including Contact Us Section, Corporate Social
channel with its Responsibility Section, Investor Services, Customer Services,
stakeholders, create a Supplier Services and Employees Services on its website to
designated section on provide relevant business and contact information and to

2020 ANNUAL REPORT

Evaluation Item Implementation Status Deviations from "the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Yes No Further Explanation Companies" and
Reasons
its website for them facilitate prompt response of related departments to requests
(including but not addressing issues that stakeholders care about.
limited to
shareholders,
employees, customers
and suppliers), and
properly handle all the
issues they care about
in terms of corporate
social responsibilities?
6. Does the Company V The Company has engaged the Stock Service Department of None
appoint a professional KGI Securities Corporation for shareholders' services.
shareholder service
agency to deal with
shareholder affairs?
7. Information
Disclosure:
(1) Does the Company V 1. Disclosure of financial and business information: None
have a corporate The Company's website (https://www.evergreennet.com)
website to disclose is maintained by related staff and discloses detailed,
both financial accurate information of the Company regarding its
standings and the operation, financials, and business.
status of corporate 2. Disclosure of corporate governance information:
governance? The Company has disclosed "Articles of Incorporation",
important operating procedures and the resolutions
adopted by the Board on the website
(https://www.evergreennet.com).
(2) Does the Company
have other information
V 1. The Company has set up an English website and
spokesperson system for gathering and disclosing
None
disclosure channels information. Information about the investor conferences that
(e.g. building an the Company held or was invited to attend over the years is
English website, disclosed on the Company's website.
appointing designated
people to handle
information collection
and disclosure,
creating a spokesman
system, and
webcasting investor
conferences)?
Deviations from "the
Corporate Governance
Implementation Status Best-Practice Principles
Evaluation Item for TWSE/TPEx Listed
Companies" and
Yes No Further Explanation Reasons
(3) Does the Company V Currently, the Company has not announced and reported the In 2020, the Company
announce and report annual financial statements within two months after the end was an emerging stock
annual financial of the fiscal year. But it has announced and reported the first, company.
statements within two second, and third quarter financial statements as well as the According to article 30
months after the end of operating status of each month before the proscribed of the Taipei Exchange
the fiscal year, and
announce and report
deadline. Rules Governing
the first, second, and Review of Emerging
third quarter financial Stocks for Trading on
statements as well as the TPEx, domestic
the operating status of issuers shall present
each month before the CPA-audited annual
proscribed deadline? parent company only
and consolidated
financial statements (one
copy each) to the Taipei
Exchange in written
format within four
months after the end of a
fiscal year.
8. Is there any other
important information
to facilitate a better
understanding of the
Company's corporate
governance practices?
(1) Employee rights V Please refer to Chapter 5 Operational Highlights "Labor None
and employee wellness Relations" for more information
(2) Investor relations V The Company has set up "Investor Relations" on website, None
which provides investors information about its operation and
financial status.
(3)
Supplier
V Please refer to Chapter 3 Corporate Governance Report None
relations and rightsof "Corporate Social Responsibility" for more information
stakeholders
(4) Directors training V The information about the training courses of directors has None
records been disclosed on the MOPS.
(5) The V Please refer to Chapter 7 Review of Financial Conditions,
None
implementation of risk Financial Performance, and Risk Management "Analysis of
management policies Risk Management" for more information.
and risk evaluation
measurement
(6) Insurance V The Company has purchased liability insurance for directors
None
purchased by the since 2020.
Company for
directors
  1. Please specify the Company's improvements according to the evaluation results published by the Corporate Governance Center of Taiwan Stock Exchange Corporation in recent years and the priorities and measures for matters to be improved: (companies not evaluated by Taiwan Stock Exchange Corporation are not required to provide such information): Not Applicable

Note1: Provide description of the summary and description column regardless of "yes" or "no" for the operations.

Note 2: Diversification of the Company's Board of Directors.

Self-evaluation of performance
of the Board
Self-evaluation of
performance of Board
members (for themselves)
Self-evaluation of
performance of the functional
committees
Average score
(Full score: 3)
2.90 2.88 2.77
Evaluation Results Good Good Good

Note 3: 2020 CPA Independence Evaluation

Item Assessment of the
Company
Declaration of
CPA Chang
Ching-Hsia
Declaration of
CPA Chao,
Yong-Hsiang
1. Do the CPA and the spouse and dependent relatives hold a direct
financial interest or a material indirect financial interest of the
Company?
No No No
2. Do the CPA and the spouse and dependent relatives have business
relations with any directors, supervisors or managerial officers that No No No
affect his/her independence?
3. Has the CPA served as a director, supervisor or managerial officer
in the Company that has material influence to it currently or in the No No No
last two years?
4. Do the CPA's spouse and dependent relatives serve as a director,
supervisor or managerial officer of the Company or assume any
position that has direct, material influence to the audit work during No No No
the audit period?
5. Is the CPA a spouse, lineal relative, direct relative by marriage, or
a collateral relative within the second degree of kinship of a director,
supervisor or managerial officer of the Company during the audit No No No
period (does a close relative of the CPA serve as a director,
supervisor or managerial officer of the Company or assume any

EGST

position that has direct, material influence to the audit work during
the audit period? If so, is the effect on the CPA's independence
reduced to an acceptable level? )
6. Has the CPA accepted any gifts or endowments of material value
from the Company or a director, supervisor or managerial officer of
the Company (the value of the gift or endowment is of No No No
disproportionate value in terms of social protocol)?

Note 4 Chief Corporate Governance Officer Training Records In 2020

Date Professional Organization Courses Date
Taiwan Academy of Banking Corporate governance — public relations crisis
2020/5/26 and Finance management and spokesperson's corresponding strategies. 3
Analysis of the policy of the regulatory authority for
2020/6/23 Accounting Research and assisting companies with enhancement of their abilities of
Development Foundation preparing financial statements and management practices 6
for internal controls.
Promotion of shareholding by internal personnel of OTC
2020/8/24 Taipei Exchange companies and Emerging Stock Companies. 3
Governance Professionals 2020 seminar on the regulatory framework for beneficial
2020/9/24 Institute of Taiwan ownership. 3
Taiwan Corporate Seminar held by Fubon Insurance on liabilities of directors
2020/10/23 Governance Association and supervisors and risk management. 3
Total hours on 2020 courses

3.3.4 Composition, Responsibilities, and Operations of the Remuneration Committee

  1. Professional Qualifications and Independence Analysis of Remuneration Committee Members
Title
(Note 1)
Criteria
Name
Experience
An
instructor
or higher
position in
a
department
of
commerce,
law,
finance,
accounting,
or other
academic
department
related to
the
business
needs of
the
Company
in a public
or private
junior
college,
college or
university
Meets One of the Following
Professional Qualification
Requirements, Together with
at Least Five Years' Work
A judge,
public
prosecutor,
attorney,
Certified
Public
Accountant,
or other
professional
or technical
specialist
who has
passed a
national
examination
and been
awarded a
certificate in
a profession
necessary for
the
business of
the Company
Has work
experience
in the areas
of
commerce,
law,
finance, or
accounting,
or
otherwise
necessary
for the
business of
the
Company
1 2 3 4 Independence Criteria(Note 2)
5
6 7 8 9 10 Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Remuneration
Committee
Member
Remark
Independent
Director
Lien,
Yuan-Long
0 None
Independent
Director
Lee,
Kuan-Hsien
0 None
Independent
Director
Chiang,
Jui-Chin
0 None

Note 1: Please fill out "Title" with director, independent director, or other.

Note 2: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

(1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the Company or any of its affiliates. (the same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.)
  • (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.
  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in Note 2 and Note 3.
  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act

EGST

  • (6) If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: Not a director, supervisor, or employee of that other company. The same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
  • (7) If the chairperson, president, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: Not a director (or governor), supervisor, or employee of that other company or institution (the same does not apply, however, in cases where the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
  • (8) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company (the same does not apply, however, in cases where a specified company or institution holds 20% or more and no more than 50% of the total number of issued shares of the Company and the person is an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT\$500,000, or a spouse thereof; this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Business Mergers and Acquisitions Act or Securities and Exchange Act or related laws or regulations.
  • (10) Not a person of any conditions defined in Article 30 of the Company Act.
    1. The duties of the Remuneration Committee are making suggestions about the following matters and presenting related proposals to the Board of Directors for its approval:
    2. (1) Establish and periodically review the performance evaluation and remuneration policy, system, standards, and structure for directors and managers.
    3. (2) Periodically evaluate and determine the remuneration of directors and managers.
    1. Attendance of Members at Remuneration Committee Meetings
    2. (1) The Remuneration Committee is composed of three members.
    3. (2) The term of office of current Remuneration Committee is from November 29, 2019 to November 28, 2022. The Committee held a total of 2 (A) meetings in 2020; please refer to page 49 to 53 for its decisions and the responses of the Company to
Title Name Name Attendance
in
Person
(B)
By
Proxy
Attendance Rate
(%)B/A
Convener Lien,
Yuan-Long
2 0 100% None
Member Lee,
Kuan-Hsien
2 0 100% None
Member Chiang,
Jui-Chin
2 0 100% None

the Committee's opinions and refer to the table below for the attendance of Committee members of its meetings.

Other mentionable items:

    1. If the Board of Directors declines to adopt or modify a suggestion of the Remuneration Committee, it should specify the date of the meeting, session, content of the motion, resolution by the Board of Directors, and the Company's response to the Remuneration Committee's opinion (e.g. when the remuneration decided by the Board of Directors exceeds the suggested amount of the Remuneration Committee, the circumstances and cause for the difference shall be specified): None.
    1. If a decision of the Remuneration Committee is opposed by its members and such opposition is recorded or is made with a written declaration, the date of the meeting, session, content of the motion, all members' opinions and the response to members' opinion should be specified: None.

Notes:

  • (1) If any of the Remuneration Committee members has resigned before the end of the year, the date of his/her resignation should be stated in the remarks column. The actual attendance rate (%) should be based on the number of Committee meetings held during his/her tenure and the actual number of his/her attendance.
  • (2) If any of the Remuneration Committee members has been re-elected before the end of the year, both the information of current and former members should be filled in the table, and the status and the re-election date should also be specified in the remarks column. The actual attendance rate (%) should be based on the number of Committee meetings held during his/her tenure and the actual number of his/her attendance.

3.3.5 Corporate Social Responsibility and Deviations from "the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies" and Reasons 3.3.5 Corporate Social Responsibility and Deviations from "the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies" and Reasons

Deviations from "Corporate
Deviations from "Corporate
Implementation Status (Note1)
Implementation Status (Note1)
Social Responsibility
Social Responsibility
Evaluation Item Best-Practice Principles for
Evaluation Item Yes No Further Explanation (Note2) Best-Practice Principles for
TWSE/TPEx Listed
Yes No Further Explanation (Note2) TWSE/TPEx Listed
Companies" and Reasons
1. Does the Company assess risks of V The Company has laid down its "CSR Companies" and Reasons
None
1. Does the Company assess risks of
V
environment, society and corporate
The Company has laid down its "CSR
Principles" after the approval of the Board of
None
environment, society and corporate
governance related to the Company's
Principles" after the approval of the Board of
Directors in order to fulfill its CSR
governance related to the Company's
operation based on materiality
Directors in order to fulfill its CSR
responsibility of looking after stakeholder's
operation based on materiality
principles and establish related risk
responsibility of looking after stakeholder's
interests. As the Company pursues
principles and establish related risk
assessment policies or strategies?
interests. As the Company pursues
sustainable operations and profit, it also
(Note3)
assessment policies or strategies?
attaches importance to environmental
sustainable operations and profit, it also
(Note3) protection, social responsibility and corporate
attaches importance to environmental
governance and takes these considerations
protection, social responsibility and corporate
into account in its management guidelines
governance and takes these considerations
and operational activities.
into account in its management guidelines
2. Does the company establish V In order to facilitate sound CSR management,
and operational activities.
None
exclusively (or concurrently) dedicated the Company has appointed the Supervisory
2. Does the company establish
V
first-line unit and appoint managers
In order to facilitate sound CSR management,
Department to take charge of CSR matters
None
exclusively (or concurrently) dedicated
authorized by the Board to take charge
the Company has appointed the Supervisory
and implementation of CSR policies. Each
first-line unit and appoint managers
of handling corporate social
Department to take charge of CSR matters
department has one executive secretary for
authorized by the Board to take charge
responsibility matters and reporting to
and implementation of CSR policies. Each
handling CSR matters and compliance with
of handling corporate social
the Board?
department has one executive secretary for
the Company's CSR policies. The
responsibility matters and reporting to handling CSR matters and compliance with
Supervisory Department reports the
the Board? the Company's CSR policies. The
implementations status of CSR policies to the
Board of Directors once every year.
Supervisory Department reports the
3. Environmental issues implementations status of CSR policies to the
(1) Does the company establish proper V In regard to environmental management systems,
Board of Directors once every year.
None
environmental management
3. Environmental issues
the Company has continued to fulfill its CSR
systems based on the characteristics
(1) Does the company establish proper
V
responsibility of environmental protection in terms
In regard to environmental management systems,
None
of their industries?
environmental management
of sewage treatment, renewal and maintenance of
the Company has continued to fulfill its CSR
systems based on the characteristics air pollution prevention equipment, application for
responsibility of environmental protection in terms
permit for approval for operations, payment of air
of their industries? of sewage treatment, renewal and maintenance of
pollution fees, waste removal and reuse,
air pollution prevention equipment, application for
environmental protection and employment of
permit for approval for operations, payment of air
environmental protection staff. The Company has
pollution fees, waste removal and reuse,
properly performed the aforementioned operations
environmental protection and employment of
over the years.

2020 ANNUAL REPORT

Implementation Status (Note1) Deviations from "Corporate
Social Responsibility
Evaluation Item Yes No Further Explanation (Note2) Best-Practice Principles for
TWSE/TPEx Listed
Companies" and Reasons
(2) Does the company endeavor to V The Company has engaged qualified None
utilize all resources more companies for waste removal, transportation,
efficiently and use renewable and reuse for waste sorting, complied with
materials which have low impact related environmental protection regulations,
on the environment? and therefore made little environmental
impact.
(3) Does the Company evaluate the V The Company has devised a variety of None
risks of climate change to its contingency plans for fire, earthquake,
current and future operations and pandemic prevention and emergencies
adopt measures to address according to its occupational safety and
climate-related issues? health management system and the
assessment of various risks, and is fully
prepared in terms of prevention of these risks.
(4) Does the Company produce V The Company has installed solar panels on None
statistics of greenhouse gas the roofs of its plants for saving energy and
emissions, volume of water they have generated 4,483,710kW of
consumption and total weight of electricity, reducing over 2,294 tons of CO2
waste over the last two years and emission (as of Dec. 31, 2020). The
establish policies for carbon Company's affiliate Hsin Yung Enterprise
reduction, energy saving, decrease Corporation generates over 2,100,000kWh
of greenhouse gases and water electricity per month with its incinerators,
consumption and management of making a significant contribution with its
other waste? operation.

EGST

Implementation Status (Note1) Deviations from "Corporate
Social Responsibility
Evaluation Item Yes No Further Explanation (Note2) Best-Practice Principles for
TWSE/TPEx Listed
Companies" and Reasons
4. Society issues
(1) Does the company formulate V 1.The Company has formulated its management None
appropriate management policies policies and procedures according to related
and procedures according to regulations and complied with labor-related
relevant regulations and the laws to protect legal rights of its employees and
International Bill of Human respect fundamental human rights of laborers
Rights? recognized by international society. It has never
used child labor and has laid down related
requirement for its recruitment practices.
2. In order to prevent sexual harassment in the
workplace, ensure gender equality in
employment, and safeguard personal dignity,
the Company has laid down guidelines for
prevention, correction, complaints and
punishment of sexual harassment in the
workplace according to the Regulations for
Establishing Measures of Prevention,
Correction, Complaint and Punishment of
Sexual Harassment in the Workplace. The
guidelines are published on the employees'
electronic information platform and a task force
on sexual harassment investigations has been
formed to handle related complaints.
3. The Company complies with the People with
Disabilities Rights Protection Act and recruits
capable employees with disabilities.
Meanwhile, the Company has hired aboriginal
people and protected their rights related to
employment without any discrimination. The
Company never uses child labor, observes the
International Bill of Rights, respects human
rights, and does not discriminate against any
employees. It honors the International Bill of
Human Rights with respect for human rights
and nondiscrimination.

2020 ANNUAL REPORT

Implementation Status (Note1) Deviations from "Corporate
Social Responsibility
Evaluation Item Best-Practice Principles for
Yes No Further Explanation (Note2) TWSE/TPEx Listed
Companies" and Reasons
(2) Does the Company establish and V The Company has devised and implemented None
implement reasonable employee reasonable, sound employee benefit policies,
benefit measures (including including a minimum wage that is higher than
remuneration, holidays, leave, and the regulatory requirement and
other benefits)? Does the employee salary/remuneration scheme based on their
compensation scheme appropriately living conditions and compensation of peer
reflect management performance or companies (according to education,
achievements? experience, professional skills, nature of
work and duties without considering their
gender, origin, race, and political stance). The
Company has set up a holiday and leave
system, and calculates overtime work pay and
wages for unused annual leave according to
the Labor Standards Act. Its Employees'
Welfare Committee provides multiple
employee benefits, including allowances for
weddings and funerals, consolation money
for injury and illness, gift money for
birthdays, festival gifts, travel allowances,
and allowances for foreign language learning.
Other perks include free lunches, group
insurance, medical advice provided by a
professional physician in the Company's
clinic, and free annual health examinations.
When the Company makes a profit, it
allocates at least 0.5% of the annual profit to
employee remuneration for rewarding its
employees for their contribution. The
Company has also rewarded employees with
year-end bonuses and field work bonuses
based on its operational performance and
employees' work performance.

Implementation Status (Note1) Deviations from "Corporate
Social Responsibility
Evaluation Item Best-Practice Principles for
Yes No Further Explanation (Note2) TWSE/TPEx Listed
Companies" and Reasons
(3) Does the company provide a healthy V The Company's occupational safety and None
and safe working environment and health management has acquired international
organize training on health and certification of TOSHMS, OHSAS18001 and
safety for its employees on a regular ISO45001, complies with occupational safety
basis? and health regulations, and fulfills related
responsibilities and obligations. In addition to
continued improvement of its work
environment and ongoing checks of the
operational environment and autonomous
inspection of dangerous machinery and
equipment, the Company also provides its
employees occupational safety and health
training and helps them acquire related
certificates and training in order to eliminate
dangers in their workplace, reduce near-miss
events, and prevent occupational hazards.
The Company actively arranges activities for
health enhancement of its employees and
their well-being in the workplace.
(4) Does the company provide its V 1. The Company provides a variety of None
employees effective training plans training, including orientation training,
for career development? general training, professional training
(training arranged to meet business needs
and specific activities) and training for
supervisors.
2. The Company arranges annual training for
its employees, who are required to receive
internal or external professional
job-related training to enhance their
professional capabilities and help the
Company secure business deals, meet
contractor requirements, and receive
certification. The Company helps its
employees improve their professional
capabilities, develop their potential,
continuously meet job requirements,

2020 ANNUAL REPORT

Implementation Status (Note1) Deviations from "Corporate
Social Responsibility
Evaluation Item Best-Practice Principles for
Yes No Further Explanation (Note2) TWSE/TPEx Listed
Companies" and Reasons
conduct competence management, and
formulate life-long learning plans with
diverse learning resources.
(5) Does the Company's V The Company's products and services shall None
products/services comply with comply with regulations and international
regulations and international standards related to customer health and
standards related to customers' safety, customer privacy, marketing and
health, safety and privacy, labeling without any cheating, misleading
marketing and labeling? Does the information, fraud and any other actions that
Company establish related betray customer trust or damage customer
consumer interest protection interests. The Company has introduced the
policies and complaint procedures? customer satisfaction management
mechanism, which carries out a customer
satisfaction survey every 6 months (June and
December) to protect customer interests and
provide a complaint channel.
(6) Does the Company establish a V The Company has laid down the supplier None
supplier management policy that asks management guidelines for selection of
its suppliers to comply with qualified and high-quality suppliers. While
requirements related to environmental the Company selects major contracted
protection, occupational safety and suppliers based on assessments of their
health or labor rights? What's the quality, cost and delivery deadlines, it also
implementation status of the policies? asks them to comply with its Ethical
Corporate Management and CSR policies. In
the agreements signed by the Company's
units with their suppliers, there is a clause
that allows the Company to terminate or
cancel the agreement at any time when the
supplier makes significant (negative) impact
on the environment or society.
5. Does the Company prepare its reports V As the Company was an emerging stock Not Applicable
for disclosure of non-financial company in 2020, it was not subject to the
information, including its corporate regulatory requirement of preparing CSR
social responsibility report, by Reports. After it became a listed company in
reference to international standards or 2021, it will prepare the report according to
guidelines for report preparation? Does the law on regular basis.

EGST

Implementation Status (Note1) Deviations from "Corporate
Social Responsibility
Evaluation Item Yes No Further Explanation (Note2) Best-Practice Principles for
TWSE/TPEx Listed
Companies" and Reasons
the company obtain opinions of a
third-party accreditation body for its
assurance or guarantee for
aforementioned reports?
  1. If the Company has established corporate social responsibility principles based on the "Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies," please describe any discrepancy between the Principles and their implementation:

The Company has established corporate social responsibility principles based on the "Corporate Social Responsibility Best-Practice Principles for TWSE/ TPEx Listed Companies." The Company has applied these principles in its corporate governance and fulfillment of corporate social responsibility.

    1. Other important information to facilitate better understanding of the company's corporate social responsibility practices (1) The Company made the following contributions to public welfare in 2020:
    1. The Company took concrete action to help the underprivileged with love and care and contributed to environmental protection with the donation of a total of 54 second-hand computers and 93 monitors to several social welfare organizations (such as St. Raphael daycare center for people with developmental delays, Chaohsing training center for special needs under the Chaohsing Foundation, and Corning education center for people with mental disabilities in Tainan.
    1. On April 15, the Company arranged a blood donation event with the Tainan Blood Donation Center.
    1. The Company donated NT\$1.8 million to the Chang Yung-Fa Foundation in 2020 to support six social services and charity art events (including sponsoring charity concerts of the Evergreen Symphony Orchestra for firefighters and underprivileged people).
  • (2) Other Matters:

The Company's Hsinying Factory was awarded a certificate of appreciation by the Tainan City Government for its implementation of resource recycling policies and regular reporting of the volume of recycled resources.

  • Note 1: If the Company ticks "Yes" for Implementation Status, it shall explain important policies, strategies, measures and actions it has adopted. If the Company ticks "No" for Implementation Status, it shall explain the reason and its plan for related policies, strategies, measures and actions it will adopt in the future.
  • Note 2: Companies which have compiled CSR reports may cite the source from specific pages of their CSR reports instead.
  • Note 3: Materiality principles refer to principles that are related to environment, society and corporate governance issues and make significant impact to investors and other stakeholders of the Company.

3.3.6 Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies" and Reasons

Evaluation Item Implementation Status Deviations from "the Ethical
Corporate Management
Best-Practice Principles for
Yes No Further Explanation TWSE/TPEx Listed
Companies" and Reasons
1. Establishment of ethical
corporate management policies
and guideline
(1) Does the Company establish V The Company has laid down its "Ethical None
its ethical corporate Corporate Management Principles" after the
management policies approval of its Board of Directors. The
approved by its Board of requirements for Ethical Corporate
Directors and disclose its Management are disclosed on the
ethical corporate management Company's website and the MOPS. All
policies and practices in its units of the Company are required to adhere
guidelines and external to ethical and reciprocity principles when
documents? Do its Board of they engage in business activities and
Directors and senior actively fulfill commitments on related
management actively fulfil rights and obligations.
their commitment to
implementation of the
policies?
(2) Does the company create a risk V According to Ethical Corporate None
assessment mechanism for Management Principles of the Company, its
unethical conduct and staff are prohibited from entering into
regularly analyze and assess improper transactions, including taking and
business activities that incur accepting bribery, providing illegal political
higher risks within its business donations, and receiving improper charity
scope and introduce guidelines donations or sponsorships, unreasonable
for prevention of unethical gifts, treatment, and other illegitimate
conduct that at least complies gains. Heads of all departments are required
with the measures to prevent to introduce measures to prevent higher
listed activities stated in risks incurred by unethical conduct and
Article 2, Paragraph 7 of the incorporate these measures into a variety of
Ethical Corporate internal control systems in order to
EGST
------
Evaluation Item Implementation Status Deviations from "the Ethical
Corporate Management
Best-Practice Principles for
Yes No Further Explanation TWSE/TPEx Listed
Companies" and Reasons
Management Best-Practice
Principles for TWSE/TPEx
Listed Companies?
effectively enhance autonomous
management and facilitate supervision and
management of in-charge units.
(3) Does the company introduce
procedures, a code of conduct,
and punishment for violations,
rules of appeal in the
guidelines for prevention of
unethical conduct, implement
them, and review and modify
the guidelines on a regular
basis?
V The Company has introduced the
"Procedures for Procedures for Ethical
Management and Guidelines for Conduct"
after the approval of its Board of Directors
to actively prevent unethical conduct. The
Company has also introduced management
guidelines and supervisors of all levels have
promoted an ethical, transparent and
responsible business philosophy in
meetings from time to time to foster
corporate culture of ethical corporate
management. Any discipline and
punishment decisions for noncompliance of
ethical corporate management requirements
are made according to the management
guidelines and a related complaints system
is operated according to the complaint
handling procedures.
None

2020 ANNUAL REPORT

Evaluation Item Implementation Status Deviations from "the Ethical
Corporate Management
Best-Practice Principles for
Yes No Further Explanation TWSE/TPEx Listed
Companies" and Reasons
2. Implementation of operational
integrity policy
(1) Does the company evaluate V The Company has laid down the "Supplier None
business partners' ethical Management Guideline" for selection of
records and include qualified, high-quality suppliers. In-charge
ethics-related clauses in units shall carefully assess their suppliers'
business contracts? internal requirements for quality, services,
delivery deadlines, corporate social
responsibility and ethical corporate
management and place those meeting specific
criteria on "the list of qualified suppliers,"
which is the basis of their procurement and
outsourcing decisions.
The Company requires in-charge units to
include a new clause in the agreements with
their suppliers to allow the Company to
terminate or cancel the agreement
unconditionally if the supplier takes any illegal
action that impairs its ethics, including the
provision, offering and payment of any
commission, kickback, or other inappropriate
gain, in its business practices.
(2) Does the company establish a V The Company's human resource unit is in None
dedicated unit supervised by the charge of supervising the activities related
Board of Directors to be in charge to maintenance of ethical corporate
of corporate integrity? Does the unit management and assisting the Board of
report its ethical corporate Directors and the management with the
management policies, the examination and assessment of
guidelines for prevention of effectiveness of prevention measures
unethical conduct and its adopted by the Company. The human
supervision of the guidelines resource unit prepares a report on the
implementation to the Board of assessment of related business procedures'
Directors on regular basis (at least compliance status and presents the annual
once a year)? report to the Board of Directors.

EGST

Evaluation Item Implementation Status Deviations from "the Ethical
Corporate Management
Best-Practice Principles for
Yes No Further Explanation TWSE/TPEx Listed
Companies" and Reasons
(3) Does the company establish
policies to prevent conflicts of
interest, provide appropriate
communication channels, and
implement it?
V In order to prevent conflicts of interest and
provide appropriate communication
channels, the Company has established
"Ethical Corporate Management
Principles" and "Procedures for Ethical
Management and Guidelines for Conduct"
and implemented related policies through
None
the Company's auditing system and a
variety of internal management practices.
(4) Has the company established
effective systems for both
accounting and internal
control to facilitate ethical
corporate management? Has
the internal audit unit drawn
up an auditing plan for
unethical conduct based on the
results of its assessment of the
risks incurred by unethical
conduct? Has the Company
conducted an audit on
compliance with the
guidelines for prevention of
unethical conduct according to
the plan or engaged CPAs for
such auditing?
V The Company has established an effective
accounting system and internal control
system to ensure our ethical corporate
management. Internal auditors have
reviewed the compliance status of the two
systems on a regular basis and prepared the
audit report and presented it to the Board of
Directors. The internal auditors may engage
CPAs for auditing activities and hire related
professionals for assistance when necessary.
None
(5) Does the company regularly
hold internal and external
educational training on ethical
corporate management?
V The Company has maintained its ethical
corporate management through promotion
of ethical corporate management concepts
in supervisors' meetings and department
meetings. The Company's staff have also
taken external courses on an irregular basis
to learn about core ideas of corporate
governance and ethical corporate
None

2020 ANNUAL REPORT

Evaluation Item Implementation Status Deviations from "the Ethical
Corporate Management
Best-Practice Principles for
Yes No Further Explanation TWSE/TPEx Listed
Companies" and Reasons
management. Meanwhile, the Company has
also provided orientation training on the
requirements for "Ethical Corporate
Management and Codes of Ethical
Conduct" to new recruits.
3. Operation of the integrity
channel
(1) Does the company establish V The Company has introduced the "Codes of None
both a reward/punishment Ethical Conduct" to provide guidance on
system and an integrity moral standards for the Company's staff
hotline? Can the accused be after approval of the Board of Directors to
reached by an appropriate allow them to report any conduct of the
person for follow-up? Company's employees that impairs ethical
corporate management in oral or written
form. The Company also provides an email
address specifically for such reporting on
the Company's website for its staff and
external parties. "The Complaint Handling
Guidelines" and "Procedures for Ethical
Management and Guidelines for Conduct"
of the Company require the human
resources unit and related units to handle
the reporting and ascertain facts.
(2) Does the company establish V The Company has set up a report handling None
standard operating procedures system and keeps the informer and reported
for confidential reporting on
investigating accusations and
information confidential according to its
"Complaint
Handling
Guidelines"
and
introduce post-investigation "Procedures for Ethical Management and
follow-up practices and related Guidelines for Conduct." The Company is
confidentiality mechanism ? also committed to the protection of the
(3) Does the company provide V informer from improper treatment due to
proper whistle-blower his/her reporting and has introduced related None
protection? measures.

Evaluation Item Implementation Status Deviations from "the Ethical
Corporate Management
Best-Practice Principles for
Yes No
Further Explanation
TWSE/TPEx Listed
Companies" and Reasons
4. Strengthening information The
Company
has
introduced
"Ethical
None
disclosure: Corporate Management Principles" after the
Does the company disclose its V approval
of
Board
of
Directors.
The
ethical corporate management information
about
the
principles
are
policies and the results of its disclosed on both the Company's website
implementation on the and MOPS.
company's website and MOPS?
5. If the Company has established ethical corporate management principles based on the "Ethical Corporate
Management Best-Practice Principles for TWSE/TPEx Listed Companies," please describe any discrepancy between
the policies and their implementation: None.
6. Other important information to facilitate a better understanding of the Company's ethical corporate management

policies (e.g., review and amendment of its policies): None.

3.3.7 Information Disclosure Required if the Company has Established Corporate Governance Principles and Related Guidelines:

Please visit http://mops.twse.com.tw, http://www.evergreennet.com or http://stock.evergreen.com.tw for more information

3.3.8 Other Important Information to Facilitate a Better Understanding of the Company's Corporate Governance Practices:

1.Courses and training taken by managerial officers of the Company are listed in the table below:

Name Training
Date
Professional Training
Institution
Training Course and Hours or
Certification
Received
Liu,
Pang-En
2020.07.31. Taiwan Corporate
Governance Association
New corporate governance
principles
for board of directors –
precautionary
planning and
practices for information and
internet security.
Taiwan Academy of
2020.05.26
Banking and Finance
Corporate governance –
public
relations crisis management and
spokesperson's
corresponding
strategies.
Yeh,
Jia-Chyuan
2020.06.23 Accounting Research
and Development
Foundation
Analysis on the policy of the
regulatory authority for assisting
companies with enhancement of
their abilities for preparing
financial statements and
management practices
for internal
controls.
2020.08.24 Taipei Exchange Seminar on Insiders' Share
Transfers of OTC companies and
Emerging Stock Companies
2020.09.24 Governance
Professionals Institute of
Taiwan
2020 seminar on the regulatory
framework for beneficial
ownership
2020.10.23 Taiwan Corporate
Governance Association
Seminar held by Fubon Insurance
on liabilities of directors and
supervisors and risk management
  1. Professional institutional training courses taken by/certification received by the Company's internal auditors and Head of Accounting Department:
Name Training
Date
Professional Training
Institution
Training Course and Hours or
Certification
Received
Self-assessment practices (6
2020.01.20 hours)
Exercise on audit practices
and
2020.05.15 ethics
(6
hours)
Lin, Mei-Li The Institute of Internal
Auditors –
Chinese
Important know-how about
2020.08.06 Taiwan internal audit of legal compliance
(6
hours)
Exercise of audit practices
2020.10.15 regarding the Labor Incident Act
(6
hours)
2020.02.25 Subsidiary audit practices
(6
hours)
Knowledge about labor
2020.05.14 regulations
that an auditor needs
to know –
from recruitment to
The Institute of Internal resignation (6
hours)
Huang, Auditors

Chinese
Audit practices for operations in
Shiau-Jen 2020.07.03 Taiwan regard to materials and equipment
in the manufacturing industry (6
hours)
Important know-how about
2020.09.21 internal audit of sales and
collections cycle and legal
compliance (6
hours)
2020.02.25 Subsidiary audit practices (6
hours)
Knowledge about labor
2020.05.14 regulations that an auditor needs
Wang, The Institute of Internal to know –
from recruitment to
Wan-Hsuan Auditors

Chinese
resignation (6
hours)
Taiwan Audit practices for operations in
2020.07.03 regard to materials and equipment
in the manufacturing industry (6
hours)
2020.09.21 Important know-how about

(1) Internal auditors:

EGST

internal audit of sales and
collections cycle and
legal
compliance (6
hours)

(2) Accounting Officer:

Name Training
Date
Professional Training
Institution
Training Course and Hours or
Certification
Received
2020.02.20
~
2020.02.21
Continued education for the head
of accounting department of a
(stock) issuer provided by TWSE
(12
hours)
Yeh,
Jia-Chyuan
(Note)
2020.03.27 Accounting Research
and Development
Foundation
The key role and legal liability of
perjury in economic crimes (3
hours)
2020.03.27 Common corporate governance
negligence of companies and
analysis on related regulations (3
hours)
Hsu,
Chin-Kuan
12.03, 2020
~
12.04, 2020
Accounting
Research
and
Development
Foundation
Continued education for the head
of accounting department of a
(stock) issuer provided by TWSE
(12
hours)

Note: the former head of the Accounting Department was Mr. Yeh, Jia-Chyuan. Hsu, Chin-Kuan has been head of the accounting department since November 16, 2020.

3.3.9 Internal Control System Execution Status

1. Internal Control Statement

Evergreen Steel Corporation

Internal Control Statement

Date: Mar. 10, 2021

The Company states the following with regard to its internal control system during the period from Jan. 1, 2020 to Dec. 31, 2020, based on the findings of a self-assessment:

    1. The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its Board of Directors and the management. The Company has established such a system, which aims to provide reasonable assurance of achieving the objectives in terms of the effectiveness and efficiency of operations (including profits, performance, and safeguarding of asset security), reliability, timeliness, transparency of reporting, and compliance with applicable laws and regulations.
    1. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the goals mentioned above. Furthermore, the effectiveness of an internal control system may change along with changes in environment or circumstances. The internal control system of the Company contains self-monitoring mechanisms, and the Company takes corrective actions as soon as a deficiency is identified.
    1. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies. The internal control system assessment criteria specified by the Regulations evaluate five elements of internal control based on the process of management and control: 1. control environment 2. risk assessment 3. control activities 4. information and communications 5. monitoring. Each element further contains several items. Please refer to the Regulations for details.
    1. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforementioned criteria.
    1. Based on the findings of the assessment mentioned in the preceding paragraph, the Company believes that during the stated time period its internal control system (including its supervision and management of subsidiaries) was effectively designed and operated and the Company reasonably assured the achievement of the above-stated objectives in terms of operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable laws and regulations.
    1. This Statement will become a major part of the content of the Company's Annual Report and Prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.
    1. This statement was approved by the Board of Directors in a meeting on Mar. 10, 2021, and none of the 7 attending directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement.

Evergreen Steel Corporation Chairman Lin, Keng-Li President Liu, Pang-En

  1. If a CPA was engaged to conduct a special audit of the internal control system, its audit report shall be disclosed: None

3.3.10 Has the Company or any employees been punished according to the law or has the Company punished any employees for violating the internal control system during the latest year and up to the printing date of this annual report? If so, what is the major negligence and improvement measure? No.

  • 3.3.11 Major Resolutions of Shareholders' and Board of Directors Meetings during the Latest Year and up to the Printing Date of this Annual Report: 3.3.11 Major Resolutions of Shareholders' and Board of Directors Meetings during
    1. Important Resolutions of the regular meeting of shareholders on June 18, 2020 and their implementation: the Latest Year and up to the Printing Date of this Annual Report: 1. Important Resolutions of the regular meeting of shareholders on June 18, 2020 and their
    2. (1) The Company's 2019 earnings distribution Implementation: Cash dividends to shareholders was NT\$2 per share, with total implementation: (1) The Company's 2019 earnings distribution

NT\$793,070,926 cash dividend distributed on Aug 17, 2020. Implementation: Cash dividends to shareholders was NT\$2 per share, with total

  • (2) Capital increase by cash with issuance of new shares for underwritten public offering and request to original shareholders for waiving all preemptive rights to subscribe new shares for the Company's IPO on the TWSE. NT\$793,070,926 cash dividend distributed on Aug 17, 2020. (2) Capital increase by cash with issuance of new shares for underwritten public offering and request to original shareholders for waiving all preemptive rights to subscribe new
  • Implementation: all new shares issued for capital increase by cash before the IPO were offered for underwritten public offering after original shareholders waived all preemptive rights to subscribe such new shares for the Company. The Company become a TSWE-listed company on April 12, 2021. shares for the Company's IPO on the TWSE. Implementation: all new shares issued for capital increase by cash before the IPO were offered for underwritten public offering after original shareholders waived all preemptive rights to subscribe such new shares for the Company. The Company become a TSWE-listed company on April
  • (3) Amendment of "Procedures for Acquiring and Disposing of Assets."
  • Implementation: The related actions have been taken in accordance with revised "Procedures for Acquiring and Disposing of Assets." (3) Amendment of "Procedures for Acquiring and Disposing of Assets." Implementation: The related actions have been taken in accordance with revised "Procedures for Acquiring and Disposing of Assets."
  • (4) Amendment of "Procedures for Fund Lending, Endorsement and Guarantee."
  • Implementation: The related actions on behalf of the Company have been conducted in accordance with revised "Procedures for Fund Lending, Endorsement and Guarantee." (4) Amendment of "Procedures for Fund Lending, Endorsement and Guarantee." Implementation: The related actions on behalf of the Company have been conducted in accordance with revised "Procedures for Fund Lending, Endorsement and Guarantee."
    1. Important Resolutions of the regular meeting of the Board of Directors, Audit Committee and Remuneration Committee: 2. Important Resolutions of the regular meeting of the Board of Directors, Audit Committee and Remuneration Committee:
The Board of
The Board of
Directors
Directors
Meeting
Date
Meeting
Date
&
Session
&
Session
Major
Proposals
Major
Proposals
Session,
Date &
Session,
Date &
Resolution
ofAudit
Resolution
ofAudit
Committee or
Committee or
Remuneration
Remuneration
Committee
Committee
The Company's
The Company's
Response to the
Response to the
Opinions of Audit
Opinions of Audit
Committee or
Committee or
Remuneration
Remuneration
Committee
Committee
Mar. 16,
Mar. 16,
2020.
2020.
(1st meeting of
(1st meeting of
2020)
2020)
1.
1.
Resolution of 2019 employees
Resolution of 2019 employees
remuneration
remuneration
2.
Resolution of 2019 directors
2.
Resolution of 2019 directors
(supervisors) remuneration
(supervisors) remuneration
3.
Amendments of "Remuneration
3.
Amendments of "Remuneration
Committee Charter"
Approved unanimously
Approved unanimously
byRemuneration
byRemuneration
Committee members at
Committee members at
the 1st meeting of 2020
the 1st meeting of 2020
dated Mar. 16,
2020.
dated Mar. 16,
2020.
None
None
Committee Charter"
4.
Approval of 2019 business report
4.
Approval of 2019 business report
5.
Approval of 2019 parent company
5.
Approval of 2019 parent company
only financial reports and
only financial reports and
consolidated financial reports
consolidated financial reports
Approved unanimously
Approved unanimously
byAudit Committee
byAudit Committee
members at the 1st
members at the 1st
meeting of 2020
meeting of 2020
None
None
The Board of
Directors
Meeting
Date
&
Session
Major
Proposals
Session,
Date &
Resolution
ofAudit
Committee or
Remuneration
Committee
The Company's
Response to the
Opinions of Audit
Committee or
Remuneration
Committee
6.
Approval of 2019 earnings
dated Mar. 16,
2020
distribution
7.
Approval of 2019
"Internal
Control System Statement"
8.
Amendments of "Internal Control
System" and "Internal Audit
Implementation Rules"
9.
Discussion about application for
listing on the TWSE.
10.
Discussion about capital increase
by cash with issuance of new
shares and request to original
shareholders for waiving their
rights to subscribe new shares for
application for listing on the
TWSE
11.
CPA engagement and resolution
of their remuneration
12.
CPA engagement for special
audit of internal control
13.
Amendments of "Audit
Committee Charter"
14.
Amendments of "Procedures for
Acquiring and Disposing of
Assets" and introduction of
"Table of Authorized Powers of
Acquiring and Disposing of
Assets & Other Financial
Matters"
15.
Amendments of "Procedures for
Fund Lending, Endorsement and
Guarantee"
16.
Approval of 2020 Business Plan
17.
Credit application to financial
- -
institution
18.
Establishment of "Procedure for

The Board of
Directors
Meeting
Date
&
Session
Major
Proposals
Session,
Date &
Resolution
ofAudit
Committee or
Remuneration
Committee
The Company's
Response to the
Opinions of Audit
Committee or
Remuneration
Committee
suspending or resuming OTC
transactions of emerging
stock"
Introduction of "Guidelines for
19.
the Board Performance
Evaluation"
20.
Amendments of "Rules of
procedure for board meetings"
21.
Introduction of "Corporate
Governance Principles"
22.
Introduction of "Ethical
Corporate Management
Principles"
Introduction of "Procedures for
23.
Ethical Management and
Guidelines for Conduct"
24.
Introduction of "Codes of
Ethical Conduct"
25.
Introduction of "CSR
Principles"
26.
Creating the position of
corporate governance officer
27.
Resolution of holding regular
shareholders' meeting in 2020
Jun. 18,
2020
(2nd
meeting of
2020)
1. Retroactive recognition of the sale
of Shin Kong Financial Holding's
stock and subscription of its shares
issued for capital increase by cash
2. Amendments of "Table of
Authorized Powers of Acquiring
and Disposing of Assets & Other
Financial Matters"
3. Amendments of "Internal Control
System" and "Internal Audit
Implementation Rules"
Approved unanimously
byAudit Committee
members at the 2nd
meeting of 2020
dated Jun. 18,
2020.
None
The Board of
Directors
Meeting
Date
&
Session
Major
Proposals
Session,
Date &
Resolution
ofAudit
Committee or
Remuneration
Committee
The Company's
Response to the
Opinions of Audit
Committee or
Remuneration
Committee
Aug. 7,
2020
(3rd meeting of
2020)
1.Retroactive recognition of the
Company's subscription of
fractional shares of its subsidiary
Super Max Engineering Enterprise
Co., Ltd resulting from capital
increase through capitalization of
earnings
Recusal of Directors and voting
situation of Board of Directors
As the Chairman Lin,
Keng-Li
was also a director of Super Max
Engineering Enterprise Co., Ltd.,
he had to recuse himself during
discussion of and voting
Except for the director who
recused himself from the
discussion and resolution
according to the law, all 6
directors attending the meeting
agreed and approved the proposal
2.
Approval of "Internal Control
system Statement"
3.
Amendments of "Internal Control
System" and "Internal Audit
Implementation Rules"
Approved unanimously
by Audit Committee
members at the 3rd
meeting of 2020
datedAug. 7,
2020.
None
4.
Approval of signing the
over-allotment agreement with the
lead underwriter KGI Securities
5.
Approval of "2020 budget
amendment"
- -
Nov. 10,
2020.
(4th meeting of
2020)
1.
Approval of the subscription of
the
shares of Company's
subsidiary Ever Ecove
Corporation issued for capital
increase by cash
Recusal of Directors and voting
Approved unanimously
by Audit Committee
members at the 4th
meeting of 2020
dated Nov. 10,
2020.
None

The Board of
Directors
Meeting
Date
&
Session
Major
Proposals
Session,
Date &
Resolution
ofAudit
Committee or
Remuneration
Committee
The Company's
Response to the
Opinions of Audit
Committee or
Remuneration
Committee
situation of Board of Directors

As the Chairman Lin,
Keng-Li was also a director
of Ever Ecove Corp., he had
to recuse himself during
discussion of and voting

Except for the director who
recused himself from the
discussion and resolution
according to the law, all 6
directors attending the meeting
agreed and approved the
proposal
2.
Change of the Company's head of
accounting department
3.
Amendments of the Company
"Table of Authorized Powers of
Acquiring and Disposing of
Assets & Other Financial
Matters"
4.
Amendments of "Audit
Committee Charter"
5.
Retroactive recognition of the
change of the Company's
commercial paper to China Bills
Finance Corporation after contract
renewal
6.
Amendments of "Rules of
procedure for board meetings" - -
7.
Amendments of "Corporate
Governance Principles"
8.
Amendments of "The Guidelines
for Board Performance
Evaluation"
9.
Amendments of "Procedures for
Handling Material Inside
The Board of
Directors
Meeting
Date
&
Session
Major
Proposals
Session,
Date &
Resolution
ofAudit
Committee or
Remuneration
Committee
The Company's
Response to the
Opinions of Audit
Committee or
Remuneration
Committee
Information"
10.Amendments of the "Procedure
for
suspending or resuming OTC
transactions of emerging
stock"
Dec.
21,
2020
(5th meeting of
2020
1.
Approval of the Company's
capital increase by cash with
issuance of new shares for
underwritten public offering
before its listing on TWSE
2.
Amendments of "Internal Control
System" and "Internal Audit
Implementation Rules"
Approved unanimously
by Audit Committee
members at the 5th
meeting of 2020
dated
Dec.
21,
2020.
None
3.
Introduction of "Employee Stock
Purchase Guidelines"
4.
Establishment of the criteria for
employee eligibility in terms of
employee stock purchase and the
principles for allocation of such
shares
5.
Resolution of 2020 year-end
bonus for managerial officers
6.
Resolution of 2021 compensation
for managerial officers
7.
Resolution of 2020 year-end
bonus for the Chairman
Recusal of Directors and voting
situation of Board of Directors

Chairman Lin, Keng-Li had to
recuse himself during the
discussion and voting due to
conflict of interest in this case

Except for the director who
recused himself from the
discussion and resolution
according to the law, all 6
Approved unanimously
by Remuneration
Committee members at
the 2nd meeting of 2020
dated
Dec 21,
2020.
None

The Board of
Directors
Meeting
Date
&
Session
Major
Proposals
Session,
Date &
Resolution
ofAudit
Committee or
Remuneration
Committee
The Company's
Response to the
Opinions of Audit
Committee or
Remuneration
Committee
directors attending the meeting
agreed and approved the
proposal
8.
Resolution of 2021 Chairman
compensation and business
expenses
Recusal of Directors
and voting
situation of Board of Directors

Chairman Lin, Keng-Li had to
recuse himself during
discussion and voting due to
conflict of interest in this case

Except for the director who
recused himself from the
discussion and resolution
according to the law, all 6
directors attending the meeting
agreed and approved the
proposal
Amendments of "Corporate
9.
Governance Principles"
10.Amendments of "CSR Principles"
11.Introduction of "CSR policies"
12.Introduction of "2021 Internal
Audit Plan"
13.Approval of 2021 Business Plan
and Budget
- -
March 10, 2021
(1st meeting of
2021)
1.
Resolution of 2020 employees
remuneration
2.
Resolution of 2020 directors
Remuneration
Approved
unanimously by
Remuneration
Committee members
at the 1st meeting of
2021 dated Mar.
10,
2021.
None
3.
Approval of 2020 business report
4.
Approval of 2020 parent company
Approved unanimously
by Audit Committee
None
The Board of
Directors
Meeting
Date
&
Session
Major
Proposals
Session,
Date &
Resolution
ofAudit
Committee or
Remuneration
Committee
The Company's
Response to the
Opinions of Audit
Committee or
Remuneration
Committee
only financial reports and members at the 1st
consolidated financial reports meeting of 2021
5.
Approval of 2020 earnings
dated Mar.
10,
distribution 2020.
6.
Approval of 2020 "Internal
Control System Statement"
7.
Amendments of "Internal Control
System" and "Internal Audit
Implementation Rules"
8.
CPA engagement and resolution
of the remuneration
9.
Credit application to financial
institution
Amendments of "rules of
10.
procedure for shareholders' - -
meetings"
11.
Resolutions of holding 2021
shareholders' meeting

3.3.12 Major Issues of Record or Written Statements Made by any Director or Supervisor Dissenting to Important Resolutions Passed by Board of Directors during the Latest Year and up to the Printing Date of this Annual Report: None.

3.3.13Resignation or Dismissal of the Chairman, President, and Heads of Accounting, Finance, Internal Audit, and R&D Departments during the Latest Year and up to the Printing Date of this Annual Report:

April 30, 2021

Title Name Date of
Assumption
of Office
Date of
Discharge
Reason of resignation or
discharge
Head of
Accounting
Department
Yeh,
Jia-Chyuan
2021.04.21 2020.11.16 Adjustment of position

3.4 Information Regarding the Company's Audit Fee and Independence

3.4.1 Bracket of CPA's Audit fee:

Name of the
Accounting Firm
CPA's Name Audit Period Remark
Deloitte & Touche Chang,
Ching-Fu
Chao,
Yong-Hsiang
2020.01.01~2020.12.31 None

Notes 1: If the Company has changed CPA or the accounting firm during the current fiscal year, the Company shall report the information regarding the audit period covered by each CPA and explain the reason for replacement in the remark column.

Unit: NT\$ thousands
---------------------- --
Item
Bracket
Audit fee Non-audit
fee
Total
1 Lower than 2,000K
2 2,000K(included)~4,000K 3,700 3,080 6,780
3 4,000K(included)~6,000K
4 6,000K(included)~8,000K
5 8,000K(included)~10,000K
6 Higher than 10,000K(included)

3.4.2 If the non-audit fee paid to the CPAs, their accounting firm and its affiliate reaches 25% of the total audit fee, the Company shall disclose the service items for audit fee and non-audit fee separately.

Unit: NT\$ thousands
Accounting Name of Audit Non-audit Fee Period
Covered
Remarks
Firm CPA Fee Systemof
Design
Company
Registration
Human
Resource Others Subtotal
by CPA's
Audit
Deloitte &
Touche
Chang,
Ching-Fu
Chao,
Yong-Hsiang
3,700 - - - 3,080 3,080 2020.01.01~
2020.12.31
Compilation of
report on special
audit of and transfer
pricing report for
application of
listing on TWSE

Notes 1: If the Company has changed CPA or the accounting firm during the current fiscal year, the Company shall report the information regarding the audit period covered by each CPA and the replacement reason and disclose the information such as audit fee and non- audit fee paid in order.

Notes 2: Non-audit fees are listed separately according to service items. If the "other" of the non-audit fees reaches 25% of the total non-audit fees, the Company shall report the information of service content.

3.4.2 The Company changed its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year: None.

  • 3.4.3 The audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10 percent or more: None.
  • 3.5 Replacement of CPA: none.
  • 3.6 If any of the Company's Chairman, President, Chief Executive Officers, and the managerial officer in charge of its finance and accounting operations has assumed any positions in the Company's auditing firm or its affiliates during 2020, the Company shall disclose the name, title and the time period when he/she assumed the position in the CPA's accounting firm: none.

  • 3.7 Stock Transfer or Changes to Stock Pledge of Directors, Managerial Officer, or Shareholders Holding More Than 10% of Company Shares during the Latest Year and up to the Printing Date of this Annual Report.
  • 3.7.1 Changes in Shareholding of Directors, Managerial Officers and Major Shareholders

Unit: shares

2020 As of April 30, 2021
Title (Note 1) Name Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease
Pledged
Holding
Increase
(Decrease)
Evergreen Logistics
Corp.
0 0 0 0
Chairman Representative:
Lin,
Keng-Li
0 0 0 0
Evergreen International
Corp.
0 0 0 0
Director Representative: Chang,
Kuo-Hua
0 0 0 0
Evergreen International
Corp.
0 0 0 0
Director Representative: Ko,
Lee-Ching
0 0 0 0
Director Wei-Dar Development
Co., Ltd.
0 0 0 0
Representative: Lee,
Mon-Ling
0 0 0 0
Independent
Director
Lee, Kuan-Hsien 0 0 0 0
Independent
Director
Lien, Yuan-Lung 0 0 0 0
Independent
Director
Chiang, Jui-Chin 0 0 0 0
President Liu, Pang-En 0 0 16,000 0
Executive Vice
President
(Head of
Finance
Department)
Yeh, Jia-Chyuan 0 0 10,000 0
Executive Vice
President
Chien, Chih-Lung 0 0 10,000 0
Senior Vice
President
Ou, Nan-hsin 0 0 10,000 0
Senior Vice
President
Chang, Hsing-Kung 0 0 (11,000)
10,000
0
Senior Vice
President
Lu, Shim-Min 0 0 10,000 0
Deputy Senior Vice President Chen, Mong-Lin 0 0 10,000 0
Deputy Senior
Vice President
(Head of
Accounting
Department )
Hsu, Chin-Kuan (Note 1) 0 0 10,000 0
Deputy Senior Vice President Chou, Chih-Chieh 0 0 10,000 0
Major
Shareholder
Evergreen International
Corp.
0 0 0 0

Note 1: The former head of accounting department was Mr. Yeh, Jia-chyuan and Hsu, Chikuan has been head of the accounting department since Nov 16, 2020.

  • Note 2: Shareholders holding over 10% of the outstanding shares shall be remarked as major shareholders and listed individually.
  • Note 3: Fill in the following table when the counter-party of transfers or pledges of shares is a related party.
  • (1) If the counter-party in any transfer of equity interests owned by a Director, Supervisor, and Managerial Officer holding over 10% of the Company's shares is a related party, related information shall be provided: none.
  • (2) If the counter-party in pledge of equity interests owned by a Director, Supervisor, and Managerial Officer holding over 10% of the Company's shares is a related party, related information shall be provided: none.
  • 3.7.2 Information of Stock Transfer among Directors, Managerial Officers and Top Ten Shareholders: Not applicable.
  • 3.7.3 Information of Stock Pledged among Directors, Managerial Officers and Top Ten Shareholders: Not applicable.

3.8 Relationship among the Top Ten Shareholders:

April 27, 2021: Unit: shares

NAME Current Shareholding Shareholding
Spouse's/minor's
by Nominee
Shareholding
Arrangement
Name and Relationship
Between the Company's
Top Ten Shareholders, or
Spouses or Relatives
Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
EVA
Airways
Corp
The
representative
designated by
EVA to be a
director of
Airways Corp
Evergreen
International Corp.
91,101,257 21.69% Not
Applicable
- - Chang,
Kuo-Hua
Director and
major
shareholder of
Evergreen
International
Corp.
None
Chang,
Kuo-Ming
Director and
major
shareholder of
Evergreen
International
Corp
Representative: Ko,
Lee-Ching
- - - - - - EVA
Airways
Corp
Director of EVA
Airways Corp
EVA Airways Corp 38,201,625 9.10% Not
Applicable
- - Evergreen
Internatio
nal Corp.
The
representative
designated by
Evergreen
International
Corp. to be a
director of EVA
Airways Corp
None
Ko,
Lee-Ching
Director of EVA
Airways Corp
Representative: Lin,
Bo-Shuei
- - - - - - None None
Continental
Engineering
Corporation
25,645,907 6.11% Not
Applicable
- - TSRC The
representative is
the same
person.
None
Representative: Ing,
Chi
- - - - - - TSRC TSRC
Chairman
Chang, Kuo-Hua 25,008,820 5.95% - - - - Evergreen
Internatio
nal Corp.
Chang,
Kuo-Ming
Director and
Major
Shareholder of
Evergreen
International
Corp.
Within two
degrees kinship
None
Chang,
Kuo-Cheng
Within two
degrees kinship
NAME Spouse's/minor's
Current Shareholding
Shareholding
Shareholding
by Nominee
Arrangement
Name and Relationship
Between the Company's
Top Ten Shareholders, or
Spouses or Relatives
Within Two Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Evergreen
Internatio
nal Corp.
Major
shareholder of
Evergreen
International
Corp.
Chang, Kuo-Ming 25,008,820 5.95% - - - - Chang,
Kuo-Hua
Within two
degrees kinship
None
Chang,
Kuo-Cheng
Within two
degrees kinship
Chang,
Kuo-Hua
Within two
degrees kinship
Chang, Kuo-Cheng 25,008,820 5.95% - - - - Chang,
Kuo-Ming
Within two
degrees kinship
None
Chang Yun-Fa
Foundation
25,008,820 5.95% Not
Applicable
- - None None None
Representative:
Chung, Demei
- - - - - - None None
Cathay Life Insurance
Co., Ltd
13,091,000 3.12% Not
Applicable
- - None None
Representative:
Huang, Diao-Guei
- - - - - - None None None
Wei-Dar Development
Co., Ltd.
12,823,245 3.05% Not
Applicable
- - TSRC The designated
representative
is a TSRC
director
TSRC TSRC director None
Representative:
Huang, Jing-Long
- - - - - - Continental
Engineering
Corporation
Continental
Engineering
Corporation
director
TSRC Corporation 12,148,000 2.89% Not
Applicable
- - Continental
Engineering
Corporation
Wei-Dar
Development
The
representative is
the same person
The designated
representative is
None
Representative: Ing,
Chi
- - - - - - Continental
Engineering
Corporation
a TSRC director
Continental
Engineering
Corporation
Chairman

3.9 Ownership of Shares in Affiliated Enterprises 3.9 Ownership of Shares in Affiliated Enterprises

As of December 31, 2020 Unit: 1000 shares/% As of December 31, 2020 Unit: 1000 shares/%

Affiliated
Affiliated
Ownership
Ownership
by
by
the
the
Company
Company
Ownership
Ownership
Direct or Indirect
Direct or Indirect
by
by
Directors,
Directors,
Supervisors,Managers
Supervisors,Managers
Total
Total
Ownership
Ownership
Enterprises
Enterprises
Shares
Shares
%
%
Shares
Shares
%
%
Shares
Shares
%
%
Mingyu
Mingyu
Investment Corp.
Investment Corp.
10,350
10,350
100.00%
100.00%
-
-
- 10,350
-
10,350
100.00%
100.00%
Hsin Yung
Hsin Yung
Enterprise Corp.
Enterprise Corp.
99,267
99,267
68.46%
68.46%
1,256
1,256
0.87%
0.87%
100,523
100,523
69.33%
69.33%
Super Max
Super Max
Engineering
Engineering
Enterprise Corp.
16,098
16,098
48.13%
48.13%
-
-
- 16,098
-
16,098
48.13%
48.13%
Enterprise Corp.
Ever Ecove Corp.
Ever Ecove Corp.
80,100
80,100
50.06%
50.06%
-
-
- 80,100
-
80,100
50.06%
50.06%

Note: Long-term investment of the Company accounted for using equity method. Note: Long-term investment of the Company accounted for using equity method.

. Capital Overview. Capital Overview

4.1 Capital and Shares 4.1.1 Source of Capital 4.1 Capital and Shares

4.1.1 Source of Capital

1. Issued Shares

Authorized Capital Paid-in Capital Unit: NT\$ dollar/shares
Remark
Month/ Par Authorized Capital Paid-in Capital Remark
Capital
Month/
Year
Year
Par
Value
Value
(NT\$)
(NT\$)
Shares
Shares
Amount
Amount
Shares
Shares
Amount
Amount
Sources of
Capital
Sources of
Capital
Capital
Increases
Capital
byAssets
Increases
Other than
byAssets
Cash
Other than
Cash
Others
Others
Au gu st
Au gu st
2019
2019
10
10
440,000,000 4,400,000,000 399,425,963 3,994,259,630
440,000,000 4,400,000,000 399,425,963 3,994,259,630
reduction b y
Capital
NT\$
reduction b y
60,000,000
NT\$
due to
60,000,000
can cellation
due to
of treasu ry
can cellation
stock
of treasu ry
Capital increase
stock
None
None
Note
Note
1
1
Ap ril
Ap ril
2021
2021
10
10
440,000,000 4,400,000,000 419,981,963 4,199,819,630
440,000,000 4,400,000,000 419,981,963 4,199,819,630
Note 1: Approved by the Ministry of Economic Affairs on Sept.,
by
Capital increase
NT\$205,560,000
by
by cash with the
NT\$205,560,000
IPO
by cash with the
2, 2019 with the letter No.
IPO
None
None
Note
Note
2
2
  1. Note 2: Approved by the Ministry of Economic Affairs on April 28, 2021 with the letter No. Note 1: Approved by the Ministry of Economic Affairs on Sept., 2, 2019 with the letter No. 10801120740.

    1. Note 3: Information for the current fiscal year as of the publication date of this annual report shall Note 2: Approved by the Ministry of Economic Affairs on April 28, 2021 with the letter No. 11001067730.
  2. be provided. Note 4: For any capital increase, the effective (approval) date and the document number shall be Note 3: Information for the current fiscal year as of the publication date of this annual report shall be provided.
  3. provided. Note 5: Shares traded below par value shall be shown in a clear manner. Note 4: For any capital increase, the effective (approval) date and the document number shall be provided.
  4. Note 6: Contribution to equity capital in the forms of monetary credit or technology shall have Note 5: Shares traded below par value shall be shown in a clear manner.
  5. explanatory information and the type and amount of such contribution in such capital increase shall be shown. Note 7: Private placement shall be indicated in a clear manner and related information shall be Note 6: Contribution to equity capital in the forms of monetary credit or technology shall have explanatory information and the type and amount of such contribution in such capital increase shall be shown.
  6. provided in the table below. Note 7: Private placement shall be indicated in a clear manner and related information shall be provided in the table below.
Authorized Capital
Shares Type
Remarks
Authorized Capital
Outstanding Shares
Unissued Shares
Total
Shares Type
Remarks
Outstanding Shares
Unissued Shares
Total
Registered
Registered
Common
Unit: shares
Common
Shares
419,981,963
20,018,037
440,000,000
Shares
419,981,963 20,018,037 440,000,000 Shares of a listed company
Shares of a listed company

EGST

  • Note 1: It includes treasury stock. Please refer to page 64 for information about stock buyback of the Company. Note 2: Please indicate whether the shares are issued by a Company listed on the Taiwan Stock Company. Note 2: Please indicate whether the shares are issued by a Company listed on the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx) (Shares of which trading is restricted on Note 1: It includes treasury stock. Please refer to page 64 for information about stock buyback of the Company.
  • Exchange (TWSE) or the Taipei Exchange (TPEx) (Shares of which trading is restricted on the TWSE or those which are traded on the TPEx shall be shown in a note). the TWSE or those which are traded on the TPEx shall be shown in a note). 2. Information for Shelf Registration: Not applicable. Note 2: Please indicate whether the shares are issued by a Company listed on the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx) (Shares of which trading is restricted on the TWSE or those which are traded on the TPEx shall be shown in a note).
    1. Information for Shelf Registration: Not applicable.
4.1.2
Status of
Shareholders
April 27, 2021;Unit: shares

April 27, 2021;Unit: shares Foreign

Other Domestic
Item
Item
Stock
Item
Stock
Number of
Government
Agencies
Government
Government
Agencies
Agencies
Financial
Institutions
Financial
Financial
Institutions
Institutions
Juridical
Other
Persons
Other
Juridical
Juridical
Persons
Persons
Natural
Domestic
Persons
Domestic
Natural
Natural
Persons
Persons
Institutions
Foreign
&Natural
Foreign
Institutions
Persons
Institutions
&Natural
&Natural
Persons
April 27, 2021;Unit: shares
Total
Total
Total
Stock
Number of
Shareholders
Number of
Shareholders
Number of
-
-
-
4
4
4
68
68
68
16,519
16,519
16,519
19
Persons
19
19
16,610
16,610
16,610
Shareholders
Number of
Shares
Number of
Shares
Shareholding
-
-
-
14,941,000
14,941,000
14,941,000
254,832,106
254,832,106
254,832,106
148,018,149
148,018,149
148,018,149
2,190,708
2,190,708
2,190,708
419,981,963
419,981,963
419,981,963
Shares
Shareholding
Percentage
Shareholding
Percentage
(shares)
Percentage
(shares)
(shares)
-
-
-
3.56%
3.56%
3.56%
60.67%
60.67%
60.67%
35.25%
35.25%
35.25%
0.52%
0.52%
0.52%
100.00%
100.00%
100.00%

4.1.3 Shareholding Distribution Status

4.1.3 Shareholding Distribution Status 1. Common Stock:

April 27, 2021

1. Common Stock:
Class
of
Shareholding
Number
of
April 27, 2021
Shareholding
Class
of
Shareholding
(Unit: Share)
Class
of
Shareholding
Number
of
Shareholders
Number
of
Shareholding
(Shares)
Shareholding
(Shares)
April 27, 2021
Shareholding
Percentage
Shareholding
(Unit: Share) Shareholders Shareholding Percentage
1 to 999 1,450 (Shares) 0.06
(Unit: Share) Shareholders 258,124 Percentage
1 to 999 1,450 258,124 0.06
1,000 to 5,000 13,169 22,394,441 5.33
1 to 999 1,450 258,124 0.06
1,000 to 5,000 13,169 22,394,441 5.33
5,001 to 10,000 948 7,652,652 1.82
1,000 to 5,000 13,169 22,394,441 5.33
5,001 to 10,000 948 7,652,652 1.82
10,001 to 15,000 348 4,483,973 1.07
5,001 to 10,000 948 7,652,652 1.82
10,001 to 15,000 348 4,483,973 1.07
15,001 to 20,000 171 3,232,316 0.77
10,001 to 15,000 348 4,483,973 1.07
15,001 to 20,000 171 3,232,316 0.77
20,001 to 30,000 160 4,100,018 0.98
15,001 to 20,000 171 3,232,316 0.77
20,001 to 30,000 160 4,100,018 0.98
30,001 to 50,000 144 5,764,030 1.37
20,001 to 30,000 160 4,100,018 0.98
30,001 to 50,000 144 5,764,030 1.37
50,001 to 100,000 107 7,440,748 1.77
30,001 to 50,000 144 5,764,030 1.37
50,001 to 100,000 107 7,440,748 1.77
100,001 to 200,000 46 6,332,753 1.51
50,001 to 100,000 107 7,440,748 1.77
100,001 to 200,000 46 6,332,753 1.51
200,001 to 400,000 20 5,835,008 1.39
100,001 to 200,000 46 6,332,753 1.51
200,001 to 400,000 20 5,835,008 1.39
400,001 to 600,000 4 1,946,482 0.46
200,001 to 400,000 20 5,835,008 1.39
600,001 to 800,000 7 5,087,693 1.21
800,001 to
1,000,000
5 4,890,000 1.16
Over 1,000,001 31 340,563,725 81.10
Total 16,610 419,981,963 100.00
  1. Preferred Stock: the Company does not issue preferred stock.

4.1.4 List of Major Shareholders

April 27, 2021

Shareholding
Entity
Number of Shares Percentage (%)
Evergreen International Corporation 91,101,257 21.69%
EVA Airways Corporation 38,201,625 9.10%
Continental Engineering Corporation 25,645,907 6.11%
Chang, Kuo-Hua 25,008,820 5.95%
Chang, Kuo-Ming 25,008,820 5.95%
Chang, Kuo-Cheng 25,008,820 5.95%
Chang Yung-Fa Foundation 25,008,820 5.95%
Cathay Life Insurance
Co., Ltd.
13,091,000 3.12%
Wei-Dar Development Co., Ltd. 12,823,245 3.05%
TSRC Corporation 12,148,000 2.89%
4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share and Related
Information

Unit: Dollars; 1000 shares

As of April 30,
9,
Item Year
2019
2020
2021
(Note 8,
10)
Not a
Not a
TWSE/TPEx
TWSE/TPEx
listed company
listed company
Not a
Not a
TWSE/TPEx
TWSE/TPEx
listed company
listed company
Not a
Not a
TWSE/TPEx
TWSE/TPEx
listed company
listed company
31.77
35.05
29.77
-
Shares (shares)
388,400
394,011
(Note
3)
2.44
2.65
2
2.2
from
-
-
Retained
Earnings
-
-
Surplus
-
-
Not a
Not a
5)
TWSE/TPEx
TWSE/TPEx
listed company
listed company
Not a
Not a
Ratio(Note
6)
TWSE/TPEx
TWSE/TPEx
listed company
listed company
Not a
Not a
Rate(Note
7)
TWSE/TPEx
TWSE/TPEx
Highest 72.50
Market
Price per
Share
(Note
1)
Lowest 60.50
Average 68.02
Net Worth per Before
Distribution
-
Share ( Note 2 ) After
Distribution
-
Earnings per Weighted Average 394,036-
Share Earnings
per
Share -
Cash Dividends (Note 2) -
Stock Dividends -
Dividends per
Share
Dividends Dividends from
Capital
-
Accumulated Undistributed -
Dividends ( Note 4 )
Price/Earnings Ratio(Note -
Return on
Investment
Price/Dividend -
Cash
Dividend
Yield listed company listed company -

* In case of surplus or capital reserve reinvested to allotment of shares, the number of shares to be distrusted should be disclosed with traced adjustment of market value and cash dividend information.

  • Note 1: List the highest and lowest market price of common shares for each fiscal year and calculate the average market price for each fiscal year based on trading value and volume in each fiscal year.
  • Note 2: The company's distribution of earnings in 2020 has been approved by the Board of Directors, but has not been passed in a shareholders' meeting.
  • Note 3: If there was any retroactive adjustment required due to stock dividends, earnings per share before and after such adjustment shall be listed.

  • undistributed dividends for the current fiscal year has to be accumulated till the year when a profit is recorded, the Company shall separately disclose cumulative undistributed dividends as of the current fiscal year. Note 5: Price/Earnings Ratio = Average Market Price/Earnings per Share Note 6: Price/Dividend Ratio = Average Market Price /Cash Dividend per Share Note 4: If there was any condition regarding the issuance of equity securities stating that undistributed dividends for the current fiscal year has to be accumulated till the year when a profit is recorded, the Company shall separately disclose cumulative undistributed dividends as of the current fiscal year.

  • Note 7: Cash Dividend Yield Rate = Cash Dividend per Share/ Average Market Price of current year Note 5: Price/Earnings Ratio = Average Market Price/Earnings per Share
  • Note 8: For net asset value per share and earnings per share, data from the most recent quarter that Note 6: Price/Dividend Ratio = Average Market Price /Cash Dividend per Share
  • has been verified (reviewed) by CPAs as of the publication date of this annual report should Note 7: Cash Dividend Yield Rate = Cash Dividend per Share/ Average Market Price of current year
  • be provided. For other fields in this column, data from the current fiscal year as of the publication date of this annual report should be provided. Note 9: Up to the printing date of this annual report, the Company's 1st quarter consolidated financial reports haven't been reviewed by independent auditors Note 8: For net asset value per share and earnings per share, data from the most recent quarter that has been verified (reviewed) by CPAs as of the publication date of this annual report should be provided. For other fields in this column, data from the current fiscal year as of the publication date of this annual report should be provided.
  • Note 10: The Company became a listed Company on TWSE on April 12, 2021. Note 9: Up to the printing date of this annual report, the Company's 1st quarter consolidated financial reports haven't been reviewed by independent auditors
  • Note 10: The Company became a listed Company on TWSE on April 12, 2021.
  • 4.1.6 Dividend Policy and Implementation Status
    1. Dividend Policy specified in the Articles of Incorporation of the Company: 4.1.6 Dividend Policy and Implementation Status

Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied first towards making up any losses incurred by the Company in previous years; secondly 10% of the balance thereof shall be retained as the legal reserve, and the special reserve shall be set aside in compliance with regulations; the remaining amount, together with the accumulated unallocated profit of the previous period, shall be allocated pursuant to the proposal of earnings distribution made by Board of Directors after it is accepted in a shareholders' meeting. 1. Dividend Policy specified in the Articles of Incorporation of the Company: Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied first towards making up any losses incurred by the Company in previous years; secondly 10% of the balance thereof shall be retained as the legal reserve, and the special reserve shall be set aside in compliance with regulations; the remaining amount, together with the accumulated unallocated profit of the previous period, shall

As the Company is experiencing steady growth, the Board of Directors shall propose earnings distribution according the following principles for implementation of operational plan and protection of shareholders interests: be allocated pursuant to the proposal of earnings distribution made by Board of Directors after it is accepted in a shareholders' meeting. As the Company is experiencing steady growth, the Board of Directors shall

  • (1) Stockholders' dividends allocated by the Company shall not be lower than 50% of the after-tax profit of the current year. propose earnings distribution according the following principles for implementation of operational plan and protection of shareholders interests: (1) Stockholders' dividends allocated by the Company shall not be lower than 50% of
  • (2) Stockholders' dividends shall be distributed in cash dividends and stock dividends, with the cash dividend at least 25% of the total amount of distribution. the after-tax profit of the current year.
    1. Dividend Distribution in Current Year to be discussed in a shareholders meeting (was approved by the Board of Directors but had not been accepted in a shareholders meeting): with the cash dividend at least 25% of the total amount of distribution. 2. Dividend Distribution in Current Year to be discussed in a shareholders meeting (was

The board approved a proposal for 2020 dividend distribution at its meeting on March 13, 2021 that cash dividends will be distributed to shareholders for NT\$2.2/per share, total amount of distribution is about NT\$872.38million. approved by the Board of Directors but had not been accepted in a shareholders meeting): The board approved a proposal for 2020 dividend distribution at its meeting on

March 13, 2021 that cash dividends will be distributed to shareholders for NT\$2.2/per

62 share, total amount of distribution is about NT\$872.38million. 3. Expected Significant Change of the Dividend Policy: None.

  • 4.1.7 Impact of the stock dividends issuance proposal for this shareholders' meeting to the Company's Business Performance and Earnings per Share: No stock dividends issuance proposal was presented for this shareholders' meeting.
  • 4.1.8 Compensation of Employees and remuneration of Directors
    1. Range or Percentage of Employees' Compensation and Directors' Remuneration specified in the Company's articles of incorporation:

According to the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, if any, after covering accumulated losses, shall be distributed as employees' compensation and directors' remuneration. The ratio shall not be lower than 0.5% for employees' compensation and the ratio for directors' remuneration shall not be higher than 2%. The aforementioned profit refers to the profit after tax of current year after the deduction of its employees' compensation and directors' remuneration.

The employees' compensation shall be distributed in the form of stock or cash; while the directors' remuneration shall be distributed only in the form of cash.

The aforementioned employee remuneration may be distributed to eligible employees of the Company's affiliates and the eligibility criteria shall be established by the Board of Directors. The amounts and methods of profit distribution for employees' compensation and directors' remuneration shall be approved by at least of half of attending directors in a board meeting attended by over 2/3 directors and reported to shareholders' meeting.

  1. The Basis for Estimating the Amount of Employees' Compensation and Directors' Remuneration, for Calculating the Number of Shares to be Distributed as Employee Compensation, and the Accounting Treatment of the Discrepancy, if any, between the Actual Distributed Amount and the Estimated Figure, for the Current Period:

The employees' and directors' remuneration were calculated on the basis of the Company's 2020 profit and related requirements set by its Articles of Incorporation and the costs are recognized as current-year expense. When the aforementioned distributed and the estimated amounts are different, such difference shall be treated based on changes in accounting estimates and the difference will be recognized as profit/loss of the year when the resolution was passed.

    1. Distribution of Employees' Compensation and Directors' Remuneration approved in the Board of Directors Meeting:
  • (1) Amount of employees' compensation (including stock and cash) and directors' remuneration distributed: if the actual amount distributed differs from the original estimated amount, the difference, reason, and how the difference was treated shall be disclosed:

Please refer to the table below for the differences between the distributed and recognized amounts of employees' compensation and directors' remuneration approved in a board meeting dated March 10, 2021.

Unit: NT\$ thousands

Item The
amount
of actual
distribution
The
amount
of
recognition
Difference Reason of the Difference
And the Treatment
Employee
Compensation
(Cash)
5,745 5,745 - None
Remuneration of
The Directors (Cash)
5,000 5,000 - None

(2) The amount of any employees' compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or the Company's financial reports for the current period and total amount of such employees' compensation: the Company does not plan to compensate its employees with stock distribution.

  1. Information of 2019 Distribution of Employee's Compensation and Directors' Remuneration (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed) and, if there is any discrepancy between the actual distribution and the recognized employees' compensation and directors' remuneration, the discrepancy, reason, and how it is treated:

The actual distribution of employees' compensation and directors' and supervisors' remuneration of 2020

Unit: NT\$ thousands

Item The
amount
of actual
distribution
The
amount
of
recognition
Difference Reason for the
Difference
and the
Treatment
Employee
Compensation (Cash)
5,407 5,407 - None
Remuneration of the
Directors
6,819 7,000 (181) Due
to
changes
in
accounting estimates,
the
difference
is
treated
with
the
adjustment
of
2020
income

EGST

Sequence number of Buyback First time in 2019
Buyback purpose Stock transfer to employees
Buyback period 2019.08.13
Buyback price NT\$31 per share
Type and amount of shares
purchased
5,658,064 shares of common stock
The monetary amount of shares
purchased
NT\$175,399,984
The ratio of the number of shares
purchased to intended number of
shares for buyback (%)
100%
The number of shares canceled
and transferred
2,767,564 shares transferred
The accumulated numbers of
shares held
2,890,500 shares of common stock
The ratio of the accumulated
numbers of shares held by the
Company to the total number of
shares issued(%)
0.72%

4.1.9 Buyback of Treasury Stock:

  • 4.2 Corporate Bonds: None
  • 4.3 Preferred Stock: None
  • 4.4 Global Depository Receipts: None
  • 4.5 Employee Stock Options: None
  • 4.6 Employee Restricted Stock: None
  • 4.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions: None
  • 4.8 Financing Plans and Implementation: None

5. Business Overview

5.1 Business Activities

5.1.1 Business Scope

  1. The Group is engaged in the following activities:

The main business scope includes steel structure construction and reinvestment in environmental protection. The steel structure construction business includes steel structures for factories, high-rise buildings, bridges, rail tracks, etc. The environmental protection business includes general/industrial waste treatment and clearance as well as co-generation.

Unit: NT\$ thousands
Year 2019 2020
Main product Revenue Ratio (%) Revenue Ratio (%)
Steel Structures 5,945,266 71.91 7,117,905 76.13
Sales of Reinforcing Steel 23,065 0.28 - -
Municipal/industrial Waste
Treatment (including
income from sales of
electricity)
2,158,804 26.11 2,085,754 22.31
Others (repair/cleaning of
shipping containers)
141,072 1.70 145,990 1.56
Total 8,268,207 100.00 9,349,649 100.00
  1. Consolidated Revenue Breakdown:

  2. Main products and services:

  3. ① Steel structure facilities: Power plants, electronics plants, incinerators, airplane maintenance hangars, etc.

  4. ② Steel structures for high-rise buildings: Skyscrapers, office buildings, residential buildings, etc.
  5. ③ Steel structures for bridges: Large-span bridges, arched bridges, cable-stayed bridges, etc.
  6. ④ Municipal and industrial waste clearance and treatment
  7. ⑤ Co-generation business
    1. New products/services planned to be developed: None

5.1.2 Industry Overview

    1. Current Development
  • (1) Steel structure industry:

The steel structure industry is a lower stream industry as well as the most important related industry of the steel industry. It also plays a crucial role in the construction industry as it helps other related industries develop. As a labor, technology and capital-intensive industry, the steel structure industry is evidently important for both the steel industry and construction industry in Taiwan. It also heavily relies on domestic demand with a domestic self-sufficiency rate consistently above 90% and under 6% of exports. The MOEA's statistics show that the production value of the metal structure manufacturing industry in 2020 was NT\$59.44 billion, 29% higher than the NT\$46.07 billion in 2019.

Source: Department of Statistics, MOEA

Steel structures are applied in a wide array of fields (factories, large stadiums, airplane maintenance hangars, skyscrapers and rail tracks). Compared to traditional concrete structures, they have several advantages including strong seismic capabilities, high strength, and high density, can be mostly manufactured in factories, barely creates any pollution in the environment, and can be recycled, making them an all-time favorite structure in the business. Even though some factories are still built as concrete structures, as manufacturing technology continues to innovate, factories are getting larger with ever-increasing column spacing, span, height and lifting capacity and they are expected to start production even sooner after being built. All these factors have helped steel structures to truly utilize their features and continue to expand their applications in this industry.

Based on the Statistical Yearbook of Construction and Planning by the Construction and Planning Agency, Ministry of the Interior, steel structures and steel reinforced structures have accounted for 23.98% to 28.24% of total floor space among the buildings that began construction within the last 3 years. Steel structures have been enjoying consistent market share in recent years.

Total Steel Structure Steel Reinforced
Concrete
Subtotal Others (note)
Year Total Floor
Area
Total Floor
Area
% Total Floor
Area
% Total Floor
Area
% Total Floor
Area
%
2012 26,895,156 3,905,697 14.52 2,648,594 9.85 6,554,291 24.37 20,340,865 75.63
2013 28,690,344 4,155,378 14.48 1,913,707 7.12 6,069,085 21.15 22,621,259 78.85
2014 31,344,905 5,042,623 16.09 1,656,074 5.28 6,698,697 21.37 24,646,208 78.63
2015 25,354,769 3,555,345 14.02 2,338,209 9.22 5,893,554 23.24 19,461,215 76.76
2016 20,816,441 3,677,692 17.67 1,387,936 6.67 5,065,628 24.33 15,750,813 75.67
2017 23,223,703 5,102,790 21.97 1,455,147 6.27 6,557,937 28.24 16,665,766 71.76
2018 26,262,066 5,029,793 19.15 2,138,165 8.14 7,167,958 27.29 19,094,108 72.71
2019 27,843,010 4,949,202 17.78 1,726,516 6.20 6,675,718 23.98 21,167,292 76.02

Construction of Buildings – By Materials, 2012~2019

Source: 2019 Statistical Yearbook of Construction and Planning by the Construction and Planning Agency, Ministry of the Interior

Note: Others include brick structures, wooden structures, concrete (including reinforced concrete) structures, cold-formed steel structures and others.

In recent years, many multifamily residential buildings have been built across the island that are both tall and high-density. Since the 921 earthquake, low-rise buildings in the suburbs are using light gauge steel frame structures while most buildings downtown with high land prices are steel structure high-rise buildings to fully take advantage of the tenacity of steel to handle any kind of action force. In addition, CO2 emissions will be capped in the future, meaning that we will need to face the environmental issues from manufacturing and using concrete in construction as well as the challenges in recycling materials from demolished RC buildings. Therefore, steel structures have been more and more popular in green buildings and one after another, countries worldwide are developing steel as the basic construction material. In the past 20 years, steel structures have become the mainstay in green buildings and bridges across the world. The Construction and Planning Agency of Taiwan added a new chapter on green buildings in January, 2005, in the Building Technical Regulations, which cites the building code and requires buildings with more than 11 floors to meet green structure standard to obtain a construction license. The government has introduced clear construction regulations to promote lightweight private buildings and steel structures are one of the structures that can most easily meet the requirements in such regulations. With such a policy, more buildings are using steel structures and reinforced concrete structures, which has promoted the steady development of the steel structure industry.

Original Forward-Looking Infrastructure Plan Special Budget
Budget
2017
Added
in
2017
2018 2019 2020 2021 2022 2023 2024 Total
Railways 61 2 168 318 503 593 845 1,094 720 4,241
Water
Environment
4 108 149 205 334 420 423 439 430 2,508
Green
Energy
13 7 63 81 42 14 10 9 17 243
Digital - 44 144 136 122 16 461
Urban
and
Rural
29 69 372 470 460 1,372
Total 107 229 896 1,210 1,461 1,043 1,277 1,542 1,167 8,825

Unit: NT 100 million

Source: Forward-Looking Infrastructure Plan (approved version), Executive Yuan/ compiled by the MII-IT IS research team

In addition to private investment, public investment is also a major source of business for the steel structure industry. In light of insufficient investment momentum within the nation, the Executive Yuan announced the "Forward-Looking Infrastructure Plan" in March, 2017, with the goal of building the infrastructure that will serve as the backbone of this nation's development in the next 30 years. The Forward-Looking Infrastructure Plan contains 5 major plans: 1. Build safe and convenient railways; 2. Water environment construction in response to climate change; 3. Green energy that promotes environmental sustainability; 4. Digital construction for a smart homeland and 5. Enhance urban-rural development for regional balance. The plan has a total of NT\$882.5 billion (about US\$29.4 billion). Combined with the NT\$138.5 billion in budget for the years following 2024, the total budget reaches NT\$1.02 trillion (about US\$34 billion) with the entire plan estimated to complete in 2033.

Looking at Taiwan's major infrastructure plan's annual budget, the Executive Yuan introduced the special budget of 4 years/NT\$500 billion for the "Expansion of Investment in Infrastructure Construction" plan in 2008 in response to the global financial crisis, hence there was a significant increase in the infrastructure budget between 2008 and 2011. As that special budget was totally executed in 2012, overall investment dropped once again. In light of the limited effect of the easing monetary policies from countries worldwide on their economic growth since the 2008 financial crisis, countries have turned to expansionary fiscal policy in recent years to boost infrastructure investment and stimulate economic growth. In light of insufficient investment and poor real estate market performance, the Executive Yuan introduced the "Forward-Looking Infrastructure Plan" in 2017.

As shown in the illustration above, the infrastructure budget will once again climb between 2018 and 2021, boosting Taiwan's major infrastructure plan budget (excluding the infrastructure budgets allocated by other units for particular projects) from the average of NT\$202.5 billion between 2012 and 2016 to the average of NT\$293.7 billion between 2018 and 2021, an average of NT\$91.2 billion increase every year, which will greatly benefit Taiwan's economic growth and boost demands for steel. As shown in the illustration above, the infrastructure budget will once again climb between 2018 and 2021, boosting Taiwan's major infrastructure plan budget (excluding the infrastructure budgets allocated by other units for particular projects) from the average of NT\$202.5 billion between 2012 and 2016 to the average of NT\$293.7 billion between 2018 and 2021, an average of NT\$91.2 billion increase every year, which will greatly benefit Taiwan's economic growth and boost demands for steel.

(2) Environmental protection industry: (2) Environmental protection industry:

① General waste ① General waste

In the early days, most of the waste went to landfills. However, disputes and controversies over waste occurred in Taoyuan, Miaoli, Chiayi, Kaohsiung and Pingdong in June, 1997. The waste problem in Chungli could even be traced back to 1981. In 1997, as the disputes over waste became more and more intense, piles of waste filled up the streets in Chungli and the local residents even attempted to recall the mayor. Neighboring towns refused to take in excess waste from Chungli. In fact, many counties and cities faced similar problems at the time – existing landfills were overflowing and no other town was willing to provide land to build new landfills. Even the new landfills already built could not be used until an agreement was reached with the local residents. Each town generated a massive amount of waste every day, yet most towns refused to build landfills locally. Therefore, the Taoyuan County Government opened a bid for incinerators to solve the waste problem. Hsin Yung Enterprise Corporation signed a contract with the Taoyuan County Government in January, 1999. The company obtained the installation permit in April and began construction in August in the same year. The incinerator was completed and began operation in October, 2001 as the first and largest BOO (build-operate-own) incinerator in Taiwan. In the early days, most of the waste went to landfills. However, disputes and controversies over waste occurred in Taoyuan, Miaoli, Chiayi, Kaohsiung and Pingdong in June, 1997. The waste problem in Chungli could even be traced back to 1981. In 1997, as the disputes over waste became more and more intense, piles of waste filled up the streets in Chungli and the local residents even attempted to recall the mayor. Neighboring towns refused to take in excess waste from Chungli. In fact, many counties and cities faced similar problems at the time – existing landfills were overflowing and no other town was willing to provide land to build new landfills. Even the new landfills already built could not be used until an agreement was reached with the local residents. Each town generated a massive amount of waste every day, yet most towns refused to build landfills locally. Therefore, the Taoyuan County Government opened a bid for incinerators to solve the waste problem. Hsin Yung Enterprise Corporation signed a contract with the Taoyuan County Government in January, 1999. The company obtained the installation permit in April and began construction in August in the same year. The incinerator was completed and began operation in October, 2001 as the first and largest BOO (build-operate-own) incinerator in Taiwan.

Unit: Tons
Year Total General Waste Bulk Waste Resource
Waste
Food Waste
2011 671,696 295,485 7,800 277,975 90,435
2012 714,860 298,916 6,367 302,004 107,573
2013 766,684 327,528 2,669 327,409 109,078
2014 804,316 352,709 1,471 346,104 104,032
2015 731,654 371,182 3,410 326,971 30,091
2016 792,116 382,259 6,635 377,307 25,915
2017 890,147 379,199 1,187 487,301 22,460
2018 1,049,837 449,491 1,917 566,452 31,977
2019 1,205,645 459,132 1,581 710,624 34,308

General Waste Breakdown in Taoyuan City

Source: Environmental Protection Administration, Executive Yuan

As shown in the table above, Taoyuan City has been generating more general waste year after year as its population increased from 2.01 million in 2011 to nearly 2.25 million in 2019 with business booming. However, Hsin Yung is the only incinerator in the city. As the city is expected to generate more waste in the future and Hsin Yung is nearly running at full capacity, the Taoyuan City Government decided to select suppliers in accordance with the Act for Promotion of Private Participation in Infrastructure Projects to participate in a bioenergy center BOT (build-operate-transfer) project to deal with the waste problem and follow the policies of "circular economy" and "turning biomass waste into resources" to recycle resources. This company collaborated with CTCI Construction to obtain the BOT contract. It is estimated that after the biofuel center is built, Taoyuan will be able to treat its waste independently and effectively solve the waste problem. On top of this, the recycled waste is estimated to generate approximately 200 million kWh (enough for 60,000 households), which will turn Taoyuan City into a green and low-emission city and the first city to introduce the circular economy into its development. Therefore this bioenergy center will be an iconic waste treatment center when it comes to sustainable development and the circular economy.

② Industrial waste

EGST

Unit: Tons
General Industrial Hazardous Recycled
Year Total Waste Industrial Waste Resources
2011 18,733,773 14,121,220 1,201,079 3,411,473
2012 17,945,729 13,919,167 1,249,532 2,777,030
2013 18,674,192 14,476,122 1,447,705 2,750,364
2014 18,839,568 14,240,308 1,603,661 2,995,599
2015 19,160,692 14,492,599 1,371,887 3,296,206
2016 18,973,038 14,195,849 1,357,365 3,419,823
2017 19,367,127 14,849,343 1,444,014 3,073,771
2018 22,331,959 17,742,690 1,461,746 3,127,524
2019 19,840,512 15,061,322 1,390,642 3,388,547

National Industrial Waste Breakdown

Source: Environmental Protection Administration, Executive Yuan

According to the amount of industrial waste nationwide reported to the Industrial Waste Report and Management System of the EPA, the total amount of industrial waste has been on a rise in recent years. The same goes for hazardous industrial waste. According to Permit Management for Public or Private Waste Clearance and Disposal Organizations, industrial waste organizations can be divided into clearance, disposal and clearance/disposal organizations. A waste clearance organization is one that clears waste under commission for disposal overseas or at disposal sites and plants designated by the said commissioning party. A waste disposal organization is one that disposes of waste under commission. A waste clearance/disposal organization can clear and dispose waste under commission. Clearance organizations have 3 classifications. Grade A organizations can engage in the clearance of both general and hazardous industrial waste. Grade B organizations can only clear general industrial waste. Finally, Grace C organizations can only engage in the clearance of less than 900 metric tons of general industrial waste per month. Disposal organizations have 2 classifications. Grade A organizations can engage in the disposal of both general and hazardous industrial waste while Grade B organizations can only engage in the disposal of general industrial waste.

Region Clearance Organizations Disposal Organizations
Grade A Grade B Grade C Total Grade A Grade B Total
Northern
Taiwan
255 1,404 307 1,966 49 30 79
Central
Taiwan
78 639 143 860 14 14 28
Southern
Taiwan
101 959 161 1,227 53 24 77
Eastern
Taiwan
8 116 18 142 - 4 4
Offshore
islands
1 39 60 100 - - -
Total 449 3,157 689 4,295 116 72 188

Number of Public and Private Waste Clearance and Disposal Organizations in 2019

Source: Industrial Waste Report and Management System website

According to the 2019 clearance and disposal organizations statistics, currently there are totally 4,483 clearance and disposal organizations. Among them, 4,295 are clearance organizations and 188 are disposal organizations. There are 188 public and private organizations that can dispose of hazardous industrial waste (116 are Grade A and 82 are Grade B). These numbers show a huge discrepancy between the numbers of clearance organizations and disposal organizations, further highlighting the importance of these disposal organizations in the process of waste clearance and disposal.

    1. Interrelationships among the upper, middle and lower stream of the industry
  • (1) Steel structure industry:

Source: IT IS Project by Metal Industries Research & Development Center

EGST

Middle stream (2) Environmental protection industry: (2) Environmental protection industry:

Upper stream
Upper stream
Upper stream
Middle stream
(clearance)
Middle stream
Lower stream
(Facility)
Lower stream
Citizens' living (clearance)
(clearance)
(Facility)
Large urban waste
(Facility)
Citizens' living
space, organizations
Citizens' living
Environmental Large urban waste
recycling
Large urban waste
space, organizations
space, organizations
Environmental
Maintenance and
Environmental
recycling
(incinerating) facility,
recycling
Maintenance and
Inspection Division,
Maintenance and
(incinerating) facility,
waste
(incinerating) facility,
Factories, Inspection Division,
Inspection Division,
Taoyuan,
waste
waste
treatment/disposal
Factories,
Factories,
department stores,
Taoyuan,
Taoyuan,
Department of
treatment/disposal
treatment/disposal
organization, waste
department stores,
department stores,
malls, businesses,
Department of
Department of
Environmental
organization, waste
organization, waste
recycling
malls, businesses,
malls, businesses,
office buildings,
Environmental
Environmental
Protection, Taoyuan
recycling
recycling
organizations and
office buildings,
office buildings,
restaurants and
Protection, Taoyuan
Protection, Taoyuan
and waste clearance
organizations and
organizations and
oversea waste
restaurants and
restaurants and
eateries
and waste clearance
and waste clearance
organizations
oversea waste
oversea waste
treatment/disposal
eateries
eateries
organizations
organizations
treatment/disposal
treatment/disposal
organizations
organizations
organizations
    1. Industrial development trend 3. Industrial development trend
  • (1) Steel structure industry: 3. Industrial development trend
  • ① Generally, structural steel is 10 times stronger than concrete with significantly higher deformation capacity. Therefore, steel structures are generally considered stronger and tougher, suitable for use in construction in Taiwan, an island on a great seismic belt where land is scarce and expensive. (1) Steel structure industry: ① Generally, structural steel is 10 times stronger than concrete with significantly higher deformation capacity. Therefore, steel structures are generally considered stronger and tougher, suitable for use in construction in Taiwan, an island on a great seismic belt where land is scarce and expensive. (1) Steel structure industry: ① Generally, structural steel is 10 times stronger than concrete with significantly higher deformation capacity. Therefore, steel structures are generally considered stronger and tougher, suitable for use in construction in Taiwan, an island on a great seismic belt
    • ② Reinforced concrete remains the main construction material in Taiwan. However, the high CO2 emissions from the manufacturing of cement has prompted advanced countries to switch to mainly steel structures, which have lower CO2 emissions. Generally speaking, steel structures have significantly lower CO2 emissions than reinforced concrete. It also consumes less energy. Therefore, steel structures are considered the structural materials with the least impact on the environment. In addition, steel can be recycl ed using a furnace and that is why it is referred to as a green building material or green steel in other countries. This is why advanced countries with developed industries are using mainly steel structures in their constructions. ② Reinforced concrete remains the main construction material in Taiwan. However, the high CO2 emissions from the manufacturing of cement has prompted advanced countries to switch to mainly steel structures, which have lower CO2 emissions. Generally speaking, steel structures have significantly lower CO2 emissions than reinforced concrete. It also consumes less energy. Therefore, steel structures are considered the structural materials with the least impact on the environment. In addition, steel can be recycl ed using a furnace and that is why it is referred to as a green building material or green steel in other countries. This is why advanced countries with developed industries are using mainly steel structures in their constructions. where land is scarce and expensive. ② Reinforced concrete remains the main construction material in Taiwan. However, the high CO2 emissions from the manufacturing of cement has prompted advanced countries to switch to mainly steel structures, which have lower CO2 emissions. Generally speaking, steel structures have significantly lower CO2 emissions than reinforced concrete. It also consumes less energy. Therefore, steel structures are considered the structural materials with the least impact on the environment. In addition, steel can be recycl ed using a furnace and that is why it is referred to as a green building material or green steel in other countries. This is why advanced countries with developed industries are using mainly steel
    • ③ With the advancement in steel manufacturing technology, China Steel Corporation (CSC) has been manufacturing the SN490 series of earthquake-resistant steel, SM570 high-strength steel (for buildings) and SBHS500 high-strength steel (for bridges) to meet construction needs in Taiwan, as the island sits along a seismic belt. The use of earthquake-resistant and high-strength steel in steel-structure buildings has become a trend and with bucking restrained braces developed by the National Center for Research on Earthquake Engineering, which reduces the steel consumption in steel structure buildings while making them more earthquake resistant, steel-structure buildings will become the mainstay in the future. As the economy develops rapidly, the demands of high-rise ③ With the advancement in steel manufacturing technology, China Steel Corporation (CSC) has been manufacturing the SN490 series of earthquake-resistant steel, SM570 high-strength steel (for buildings) and SBHS500 high-strength steel (for bridges) to meet construction needs in Taiwan, as the island sits along a seismic belt. The use of earthquake-resistant and high-strength steel in steel-structure buildings has become a trend and with bucking restrained braces developed by the National Center for Research on Earthquake Engineering, which reduces the steel consumption in steel structure buildings while making them more earthquake resistant, steel-structure buildings will become the mainstay in the future. As the economy develops rapidly, the demands of high-rise structures in their constructions. ③ With the advancement in steel manufacturing technology, China Steel Corporation (CSC) has been manufacturing the SN490 series of earthquake-resistant steel, SM570 high-strength steel (for buildings) and SBHS500 high-strength steel (for bridges) to meet construction needs in Taiwan, as the island sits along a seismic belt. The use of earthquake-resistant and high-strength steel in steel-structure buildings has become a trend and with bucking restrained braces developed by the National Center for Research on Earthquake Engineering, which reduces the steel consumption in steel structure buildings while making them more earthquake resistant, steel-structure buildings will become the mainstay in

buildings and large-span buildings (such as stadiums and exhibition halls) will gradually increase.

  • (2) Environmental protection industry:
  • ① The government has been promoting recycling and implementing the "per-bag-trash-collection-fee" policy for many years and as a result, general waste generation has remained consistent. However, it remains difficult to build new large waste incinerators as they are still considered NIMBY (not-in-my-back-yard) facilities. Therefore, when an incinerator's capacity is reduced temporarily (due to annual maintenance, natural disasters or national annual thorough-cleaning week), it will rely on assistance from other counties/cities or coordination from the central government.
  • ② As the government prohibited combustible waste from going to public landfills starting on January 1, 2007, the combustible waste has been going to incinerators instead. On the other hand, a s the government has improved regulations regarding bulk waste removal (such as landfill restoration) and waste in general and started cracking down on illegal disposal of waste, the demand for waste disposal continues to grow as both the sources of waste and waste clearance organizations are working through proper channels.

4. Product competition

(1) Steel structure industry:

In recent years, infrastructure construction has been restricted and industries have been migrating due to the poor economy both domestically and internationally, and there is oversupply in the steel structure market. As a result, businesses in this industry are competing in a price war and profits suffer. This is why the price of steel is key to whether or not a steel structure business can make a profit. Despite a weak economy and demand, with advantages such as short construction periods, strong seismic capability, and being environmentally friendly, the ratio of steel-structure buildings should increase year after year, especially since the government has been actively promoting green buildings.

Evergreen Steel Corporation, one of the main steel structure companies in Taiwan, is a supplier for construction projects of factories, high-rise buildings, bridges and infrastructure and competes with companies such as China Steel Structure, Chun Yuan Steel, Tung Kang Steel Structure and Century Iron & Steel.

  • (2) Environmental protection industry:
  • ① Hsin Yung Enterprise Corporation is a large urban waste incineration plant that was invested, built and operated as a BOO (build-own-operate) project. It was granted the special permission right for 20 years, which expires in October, 2021. The original BOO contract stipulates that prior to the expiration of the contract, either party may request that Hsin Yung continue to operate the plant. As both the population and business continue to grow in Taoyuan City, there will only be more general and industrial waste to be disposed of. Taoyuan City

Government has already expressed its desire for Hsin Yung to continue to operate the plant. Hsin Yung, for the sustainability of its business, has completed the tests required for extended operation, and both parties have begun contract negotiations. Since its operation, Hsin Yung has helped Taoyuan City dispose of more than 6.9 million metric tons of municipal waste and assisted businesses in Taoyuan City to dispose of more than 1.05 million metric tons of industrial waste. The plant's operating capacity remains excellent till this day and Hsin Yung believes that the contract negotiation for extended operation will go smoothly.

  • ② Super Max Engineering Enterprise Co., Ltd. is an industrial waste treatment center established under guidance of the Industrial Development Bureau. It is capable of pretreating waste and with its years of experience in disposing of and incinerating hazardous industrial waste, it will only need to upgrade certain equipment and expand its capacity to provide clients the most comprehensive solutions and boost its competitiveness in the market. The company has planned to add pre-processing feed systems and an SNCR system to reduce NOx emissions. The company will increase manpower in the laboratory, increase the percentage of waste sampled and analyzed, establish a database that includes clear information about the sources, nature and compatibility of waste to assist waste feed and mixtrue operation in order to maintain the incinerator's operating capacity.
  • ③ Ever Ecove Corporation is an iconic BOT bioenergy center in Taiwan. What sets it apart from traditional waste incineration plants is that not only is it capable of properly treating waste and generating energy using recycled resources, but it is a low-pollution and sustainable new-generation circular environmental protection and science park that can handle multiple types of waste. It has also become the best example of the circular economy that Taoyuan City Government has been promoting and developing.

5.1.3 Technology and R&D Overview

    1. As a manufacturer of steel structures, Evergreen Steel Corporation manufactures products following the building structure designs provided by our clients (proprietors) and does not have a dedicated R&D department. For products with higher technological requirements or are innovative, the Company will develop and innovate manufacturing methods to overcome hurdles in manufacturing. The Company has brought in BIM (Building Information Modeling), and combined TEKLA and AUTOCAD software to create and integrate the construction drawings to reduce construction cost, ensure construction quality, and keep construction projects on schedule.
    1. Hsin Yung Enterprise Corp. and Super Max Engineering Enterprise Co., Ltd. are both in the environmental protection service industry. Even though both companies do not have a dedicated R&D department, they assign full-time employees to learn new knowledge, visit other companies in the same industry both domestic and abroad, and explore ways to update/add treatment facilities or improve treatment processes to enhance the performance, reduce operational cost, and maintain their competitive edge as they evolve with this industry.

5.1.4 Long and short-term Business Development Plan

    1. Long-term business development
  • (1) Steel structure business:
    • ① Evergreen Steel Corporation has experience of exporting steel structures and is recognized by Mitsubishi Hitachi Power Systems for its quality. With a limited steel structure market in Taiwan, the company will continue to expand its overseas business to boost both business volume and profit.
    • ② As the Hsinchu Factory for steel structures completed its transformation and established its steel structure production line, it can increase its capacity and boost its market share in a short period of time. It can also adjust its capacity according to a sudden increase in demand in the market or to meet a client's adjusted construction schedule. As wages are higher in northern Taiwan, the Hsinchu Plant will continue to develop its special structure processing business to boost its competitiveness.
  • (2) Environmental protection business:

For this business, the objective is to maintain consistent quality and quantity of waste coming into the plant as well as equipment operation rate to ensure highly-efficient power generation and improve waste processing capacity. As the Company enhances the employees' technological capabilities and organizes its own technology team, the Company hopes to provide incinerator construction service as well as operation management and technical services.

    1. Short-term business development
  • (1) Steel structure business:
    • ① Business development strategy:
    • A. Enhance business development skills, continue to cultivate links with well-known companies (such as insurance companies and construction companies) to establish long-term partnerships.
    • B. Continue to pursue special construction projects to boost competitiveness.

Currently, the company has participated in the now completed Kaohsiung Exhibition Center, Southern Branch of National Palace Museum, and Agora Garden. The Company is now participating in the ongoing projects of the Kaohsiung Train Station and Taichung International Convention and Exhibition Center. The Company will continue to pursue special construction projects on site to improve technological capabilities.

  • C. In line with the government's promotion for public construction projects, the Company has actively pursued public construction projects, such as steel structure bridges and improved its market share to maintain a steady stream of revenue.
  • ② Manufacturing strategy:
  • A. As materials prices account for much of the costs in the steel structure business, the Company has signed fixed-price contracts with steel providers to avoid the risk that comes with fluctuations in the price of steel.
  • B. Reinforce the designers' professional skills and review manufacturing drawings to improve production efficiency and reduce mistakes.
  • C. Continue to follow and maintain the already-obtained ISO 9001 quality management system and test the products in the laboratories accredited by the Taiwan Accreditation Foundation (TAF) to ensure that the products are satisfactory to clients.
  • D. Review construction methods on site to improve construction efficiency, reduce costs, shorten the construction period on site, and boost competitiveness.
  • E. Regarding the promotion of labor safety, continue to promote and maintain the already-obtained CNS 45001 and ISO 45001 occupational safety management system as well as improve the labor environment continuously to effectively reduce occupational hazards and achieve business sustainability.
  • (2) Environmental protection industry:
  • ① Hsin Yung Enterprise Corp.:

Treat Taoyuan City government's 372,300 tons of waste per year and 60,000 tons in industrial waste a year while maximizing profit from the sales of electricity.

② Super Max Engineering Enterprise Co., Ltd.:

Maintain the current clients while cultivating new ones; proactively help clients dispose of their industrial waste and earn their trust to build long-lasting relationships to maximize profits.

③ Ever Ecove Corporation:

Committed to achieving the goal of starting production; understand the flow direction of market waste, and formulate a waste acceptance plan accordingly to complete trial runs and commercial operation before achieving the company's business goal.

5.2 Market & Production/Sales Overview

5.2.1 Market Analysis

  1. Main areas offering the products and services:

The Group is engaged in the following activities: (1) Steel structure manufacturing – across Taiwan and certain areas overseas; (2) Environmental protection business – mainly northern Taiwan and Taoyuan City.

    1. Future supply and demand in the market
  • (1) Steel structure industry

The steel structure market is heavily influenced by the real estate market and public infrastructure projects. As the domestic market requires high seismic capability of buildings, it will boost the demand for steel structures. Statistics from the Construction and Planning Agency of the Ministry of the Interior show that among the buildings that began construction in the last 3 years, steel structure and steel reinforced concrete account for 23.98%~28.24% of the total floor area, showing that the steel structure business has been enjoying a high market share in recent years.

Steel structures can be constructed quickly with great seismic capability and green building materials, making them the mainstay in the industry. In the past 10 years, steel structure and steel reinforced concrete have been taking up more and more total floor space in licensed construction projects. With Taiwan ranked 13th on the World Economic Forum's 2018 Global Competitiveness Index 4.0, the government, to enhance and upgrade the infrastructure, implemented the "Forward-Looking Infrastructure Development Program" in 2017. In 2019, the government implemented the Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan in light of the US-China trade war. These programs by the government will boost demand for steel structure construction.

(2) Environmental protection industry

Hsin Yung Enterprise Corporation mainly processes general waste from Taoyuan City while Super Max Engineering Enterprise Co., Ltd. is an industrial waste complex treatment center for northern Taiwan established under the guidance of Ministry of Economic Affairs. Statistics from the Environmental Protection Administration show that Taoyuan City's general waste generation increased from 295,485 tons in 2011 to 459,132 tons in 2019 while the industrial waste in the whole nation increased from 18,733,773 tons in 2011 to 19,840,512 tons in 2019, indicating that both general and industrial waste generation is increasing year by year.

  • EGST
    1. Niche competitive advantage

(1) Steel structure industry

① As one of the main steel structure companies in the nation, Evergreen Steel Corporation has established a good reputation among business partners and clients.

Evergreen Steel Corporation works with its clients on a long-term basis to pursue both business growth and improvement in product quality. Since the company has the largest production area across Taiwan, it can provide stable quality of steel structures for clients.

  • ② Rich Construction Experience in Steel Structure Facilities, Buildings and Bridges Evergreen Steel Corporation has rich experience in steel structures and has provided structural steel for special construction projects including Agora Garden, the steel structure bridge from Taishan to Linkou on the Wugu-Yangmei Elevated Freeway, the Wugu Section and the interchange of the Bali-Wugu Section of the Bali-Xindian Line on the East-West Expressway, and Southern Branch of National Palace Museum.
  • ③ Introduction of Building Information Modeling (BIM)

Building Information Modeling utilizes architectural details of a construction project to build a model that simulates all details of an analog building with digital information. It is visual, coordinated, representative, optimized and can be used to generate an actual drawing. In addition to customization services, this company brings in BIM, and combines TEKLA and AUTOCAD to generate and integrate construction drawings to ensure construction quality and keep the construction project on schedule.

  • ④A Professional Management Team with Strong Technological Capabilities This company's professional management team has an average of more than 20 years of experience in the steel structure construction field. Despite not having a dedicated technology department, this company, when accepting a special steel structure construction project, assigns experienced employees from various departments to form a task force to complete the project successfully.
  • ⑤ Excellent Construction Quality

Recognized by our clients for our steel structure construction quality, this company always communicates with clients in advance during the construction period, calls for weekly meetings to discuss the construction progress, and coordinates with various departments to complete the project according to the client's schedule.

  • (2) Environmental protection industry
  • ① Hsin Yung Enterprise Corporation is a large municipal waste incinerator that was invested, built and operated as a BOO (Build-Operate-Own) project. It has been granted the special permission right for 20 years, until October, 2021, and will not face any competition during this period. With the population growing every year and business booming in Taoyuan City, the amount of general and industrial waste continues to grow. Therefore, the Taoyuan City government has expressed a desire for Hsin Yung to continue to operate the incinerator.
  • ② Super Max Engineering Enterprise Co., Ltd. is an industrial waste treatment center established under the guidance of the Industrial Development Bureau. It is capable of treating industrial waste and has years of experience in incinerating hazardous industrial waste. It is licensed to treat up to 376 kinds of general and hazardous industrial waste and therefore can provide the most comprehensive and professional service to the clients.

  • Advantage and Disadvantage Factors in Fulfilling the Vision and Countermeasures

  • (1) Steel Structure Industry

  • ①Advantage Factors
    • A. In recent years, the government has been accelerating public infrastructure construction projects to boost the domestic economy with large infrastructure projects such as "Forward-Looking Infrastructure Project" and "Taipei Main Station District Parcel C1/D1 Land Development Project," which will benefit the overall steel structure market to an extent.
    • B. Climate change and the global warming caused by the greenhouse effect are becoming a bigger threat to our daily lives. Therefore, energy conservation, carbon emission reduction, and sustainable development have become top priorities. In recent years, the government continues to promote green building policies to boost buildings' energy efficiency, indoor environmental quality, and reduce environmental impact. By the end of 2020, Taiwan has awarded a total of 9,259 green building labels and green building candidate certificates. Among them, 852 were awarded in 2020, 44 (5.45%) more than 2019.

EGST

  • C. The global supply chain was heavily influenced by the US-China trade war, forcing Taiwanese businesses to diversify their manufacturing bases and consider returning to Taiwan as a viable option. To seize this opportunity, the government implemented the "Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan" on January 1, 2019. As a result, these Taiwanese businesses have invested a total of approximately NT\$79.25 billion as of December 24, 2020, which has boosted demand for steel structure facilities.
  • D. The rebuilding of dangerous and old buildings has benefited from the convenient application process and bulk reward in the regulations. In 2020, a total of 1,646 applications (more than 3 times higher than 2019) were submitted and 1,236 were approved with a total of 86 urban renewal applications approved, making the total approved applications 1,322 during the year. Both rebuilding of dangerous and old buildings and urban renewal can generate new momentum for the overall residential and office building market.
  • ② Disadvantage Factors:
  • A. Currently, steel structure businesses do not have a classification system similar to construction businesses. Under the restrictions of construction laws, steel structure businesses are not qualified to take on an entire construction project alone and can only be a party in a construction company's contract, which means that the construction company can easily influence the steel structure business' acceptance of payments and profit. Countermeasures:

Enhance business development capability and continue to cultivate construction group clients to build long-term collaborations.

B. Taiwan is facing an aging population and labor shortages and with the construction and steel structure being "3K" (dangerous, hard and dirty) industries, they face even direr labor shortage problems.

Countermeasures:

  • a. Public relations work to build up the company's reputation, which can help with recruitment and retaining talent.
  • b. Increase employee benefits and improve employee incentives to reduce employee turnover.
  • c. Develop professional talent via internal on-the-job training and external

professional training institutions.

  • (2) Environmental Protection Business
  • ①Advantage factors:
    • A. Hsin Yung Enterprise Corporation is a large municipal waste incinerator that was invested, built and operated as a BOO (Build-Operate-Own) project. It has been granted special permission rights for 20 years until October, 2021 without any competition. The original BOO contract stipulates that before the contract expires, either party may request that Hsin Yung should continue to run the incinerator. Hsin Yung is operating the only incinerator that can take in both general and industrial waste in Taoyuan City. As the population and businesses continue to grow year by year in Taoyuan City, the Taoyuan City government already requested that Hsin Yung continue to operate the incinerator.
    • B. Environmental protection is a global trend and thanks to the strong promotion by our government and the Taiwanese people becoming more educated, many are also aware of environmental protection. Therefore, the environmental protection industry has built a positive reputation and the industrial waste treatment market will only continue to grow as the government enhances controls on disposal of industrial waste.
    • C. Despite the government's heavy promotion of building urban incinerators (which has yielded great results), the current capacity still is insufficient to handle all the waste treatment and still requires private investment and building of incinerators. Meanwhile, the treatment facilities for special waste are even more lacking, which creates more business opportunities for the environmental protection industry.
  • ② Disadvantage Factors:
    • A. Rising environmental protection awareness and protests against pollution.

Incinerators have been the main method for waste treatment since early on in Taiwan. However, with rising environmental protection awareness, incinerators have become NIMBY (not in my back yard) facilities. On top of this, people have the impression that incinerators are either poorly built or run and therefore, protests by people living around the incinerators are not unheard of.

Countermeasures:

This Company has reinvested in the treatment of general and industrial waste and the treatment facility this company operates always runs and conducts maintenance in accordance with the law to prevent secondary contamination to the environment. On the other hand, this company has maintained open communications with the residents living around the facility and is actively involved in the local affairs. This company also maintains and cleans the roads surrounding the plant and grows plants around them. This company spares no effort in becoming a good neighbor and minimizing local residents' misconceptions towards incinerators to avoid any unnecessary conflicts.

  • B. Despite a higher entry barrier in the environmental protection industry with difficult site selection and cumbersome license requirements, newcomers are still entering the waste treatment market, which may directly or indirectly affect supply and demand, which results in price fluctuations. Countermeasures:
  • a. Earn clients' trust and encourage them to stay with us for a long time by keeping up the good relationships and interactions with them, actively helping them deal with their problems. On top of this, Super Max Engineering Enterprise Co., Ltd. is licensed to treat up to 376 kinds of hazardous industrial waste and therefore can provide the most comprehensive service to the clients.
  • b. Introduction of information management: With information management, information including clearance, incineration, accounting management, material management and analysis of financial statements can be available to decision-makers to help them make prompt and effective decisions.

5.2.2 Applications of Main Products & Manufacturing

    1. Applications of main products
  • (1) Steel structure industry:
Product Applications
Steel structures for construction Power plants,
electronic plants,
incinerators, airplane maintenance
hangars, skyscrapers, office buildings,
residential buildings,
long-span bridges,
arch bridges, cable-stayed bridges and
other constructions.

(2) Environmental protection industry:

Hsin Yung Enterprise Corporation and Super Max Engineering Enterprise Co., Ltd. mainly deal with general and industrial waste and fall under the environmental protection service industry, which is less affected by the business cycle and has more consistent business.

  1. Manufacturing process of the main products:

EGST

(2) Environmental protection industry:

5.2.3 Supply of Main Materials

  1. Steel structure industry:

This company provides the designs and specs of a project to our partners to procure materials from them. This company has been working with these suppliers for a long time and therefore can guarantee a steady supply of equipment and materials without interruptions. This company monitors relevant market trends and keeps a close eye on the quality as well as delivery date of supplies to make sure that all necessary equipment is delivered in time.

Main materials Main suppliers Supply
Steel sheet China Steel Corporation
and Dragon Steel
Corporation
Excellent
Beam Dragon Steel Corporation
and
Tung Ho Steel
Enterprise Corp.
Excellent

2. Environmental protection industry:

The environmental protection business mainly procures materials required in the hazardous industrial waste treatment as well as incinerator maintenance, such as diesel, fire bricks, waste heat boiler tubes, boiler waterwall tubes, etc. This company has been enjoying a long-lasting and steady relationship with our suppliers to ensure a steady supply of raw materials without any interruptions.

5.2.4 Main suppliers and clients in the past two years

1. Suppliers accounting for more than 10 percent of net purchases

Unit: NT\$ thousands
Year 2019 2020 Q1, 2021
Item Name Amount Annual net
purchase
percentage
(%)
Relationship
with the
issuer
Name Amount Annual net
purchase
percentage
(%)
Relationship
with the
issuer
Name Amount Annual net
purchase
percentage
(%)
Relationship
with the
issuer
1 Dragon
Steel
992,143 44.26% None Dragon
Steel
1,874,496 47.77% None China
Steel
398,567 43.06% None
2 China
Steel
803,346 35.84% None China
Steel
1,358,073 34.61% None Dragon
Steel
358,622 38.74% None
3 Others 446,278 19.90% None Others 691,647 17.63% None Others 168,518 15.20% None
Net purchase 2,241,767 100.00% Net
purchase
3,924,216 100.00% Net
purchase
925,707 100.00%

Note 1: Purchase increased dramatically in 2020 compared to 2019 since the Hsinchu Plant for steel structures completed its transformation and began production in the second half of 2019.

Note 2: Hsin Yung Enterprise Corporation and Super Max Engineering Enterprise Co., Ltd. are in the environmental protection service industry and do not engage in any production. Therefore, they do not apply to this chart.

2. Clients accounting for more than 10% of total sales

Unit: NT\$ thousands

Year 2019 2020 Q1, 2021
Item Name Amount Annual net
purchase
percentage
(%)
Relationship
with the
issuer
Name Amount Annual
net
purchase
percentage
(%)
Relationship
with the
issuer
Name Amount Annual
net
purchase
percentage
(%)
Relationship
with the
issuer
1 Others 8,268,207 100% None Client A 1,411,577 15.10% None Client A 915,065 30.02% None
2 Client B 1,029,610 11.01% None Client B 309,467 10.15% None
3 Others 6,908,462 73.89% None Others 1,823,665 59.83% None
Total sales 8,628,207 100% Total sales 9,349,649 100% Total
sales
3,048,197 100%

Note: No single client accounted for more than 10% of the total sales in 2019.

5.2.5 Production volume/value in the past 2 years

Unit: Ton; NT\$ thousands

Year
Production
volume/
value
2019 2020
Main product
(or department)
Production
capacity
Production
volume
Production
value
Production
capacity
Production
volume
Production
value
Steel structures 124,000 93,583 4,443,829 156,000 135,076 6,634,190

Note: Hsin Yung Enterprise Corporation and Super Max Engineering Enterprise Co., Ltd. are in the environmental protection service industry and do not engage in any production. Therefore, they do not apply to this chart.

5.2.6 Sales volume/value in the past 2 years

Year
Sale
2019 2020
volume/
value
Domestic Export Domestic Export
Main products Volume Value Volume Value Volume Value Volume Value
Steel structures 113,588 5,905,813 199 39,453 142,425 7,117,905 - -
Steel rebars 1,167 23,065 - - - - - -
General/industrial waste
treatment and others
- 2,299,876 - - 2,231,744 - -
Total 114,755 8,228,754 199 39,453 142,425 9,349,649 - -

Unit: Ton; NT\$ thousands

Note: As our rebar business was transformed for steel structures, we have stopped selling steel rebars in 2019. This

chart only recognized the sales from transferred orders.

Date: April 30, 2021
Year 2019 2020 2021 (as of April 30,
2021)
Managers 15 14 14
Number of Regular employees 381 388 393
persons Production line
staff
239 236 234
Total 635 638 641
Average age 41.25 41.47 42.01
Average years of service 14.29 13.41 13.28
Doctoral degree 0% 0% 0%
Master's degree 8.98% 8.78% 8.42%
Education
level
Bachelor's degree 59.05% 58.31% 58.97%
breakdown High school
diploma
10.55% 9.87% 9.36%
Less than a high
school diploma
21.42% 23.04% 23.25%

5.3 Number of persons in the past 2 years (as of the date of publication of the annual report)

Note: All data is the most current data as of the publication date of this annual report

5.4 Environmental expenditure information

As of the date of publication of this annual report in the most recent year, all the losses due to environmental pollution are listed below, with details including the fine/compensation, environmental regulations violated (after EPA's inspection), date of disposition, disposition number, articles violated, content of the regulations violated, and details of the disposition. The estimated amount and countermeasures both present and the future will be disclosed. If this company cannot make reasonable estimations, the details of that incident should be disclosed.

Company/Factory Fault Improvement
Evergreen Steel
Corporation
On January 21, 2021, the Environmental Protection
Bureau of Tainan City Government conducted an
inspection at this company's Xinying Plant and
discovered that the bulk bag connected to the pulse jet
bag filter was not properly sealed and caused the
particulate pollutants to spread in the air. The bureau
later on March 9, 2021, issued an official letter
(official code: 環稽字第
1100022545
號函文)
and
fined the plant NT\$1.5
million
in accordance with
Paragraph 1, Article 67 of Air Pollution Control Act
(stationary pollution source of public or private
premises) for violating Subparagraph 1, Paragraph 1,
Article 32 of the same act.
The bulk bag was
sealed properly
during the
inspection. The plant
will conduct air
pollution prevention
training and has
added checking the
bulk bags before
turning on the
machines to the SOP.

5.5 Labor Relation

5.5.1 Employee Benefits

    1. Rest days: Saturdays and Sundays off (those required to work shifts on the weekend will have rest days on other days of the week).
    1. Annual leave: In accordance with the Labor Standards Act.
    1. Retirement: In accordance with Labor Pension Act.
    1. Labor insurance: Includes labor insurance and health insurance; employees going on business trips overseas will get medical insurance that covers accidents and hospitalization; all employees will get group discount on term life insurance.
    1. Meals: Employees get free lunch daily while those working extra hours are provided with a meal or meal expenses.
    1. Healthcare: The medical office provides medical consultations and conducts free health checks regularly.
    1. Leisure activities: Employees get discounts on domestic flight tickets from UNI Air as well as hotel discounts in Taiwan and abroad.
    1. Employee training: This Company periodically and irregularly holds employee training sessions, professional lectures and seminars as well as provides foreign language lesson subsidies.
    1. Compensation: Performance bonus, year-end bonus, and employee compensation.
    1. Laundry: Discounted laundry service.
    1. Benefits through Employees' Welfare Committee: Wedding gifts, funeral/burial subsidies, injury/sickness consolation money, holiday gifts, birthday gifts, group travel subsidies, language lesson subsidies, etc.

5.5.2 Employees' further study, training, retirement and their implementations

    1. Employees' further study, training and their implementations
  • (1) New employee orientation:

New employees receive orientation organized by the Personnel Department as they first start working at the company. Orientation includes an introduction to the structure of all departments, the working environment, business culture, business philosophy, professional ethics, business honesty, code of ethics, major personnel regulations, management system, benefits, information system, occupational safety and health and other basic information to help these employees get familiar with and adapt to the working environment.

(2) On-the-job training for employees in various departments:

To facilitate the company's long-term development, fulfill the business needs of all departments, and comply with the legal requirements for all types of professional personnel, every department should, at the end of the year, formulate an employee training plan and budget for the coming year, which will be executed after being approved. The training should cover general education, professional education and management training. The progress will be reviewed quarterly and countermeasures will be introduced accordingly (if needed) to maximize the results and effectiveness of the training plan.

(3) Risk management, occupational safety and health lectures:

The Occupational Safety & Health Management Department, General Affairs Department, Medical Affairs Department and other relevant management units will, from time to time, organize lectures and training exercises on traffic safety, CPR, fire safety, earthquake safety, as well as lectures on health issues, such as medical care, food safety, and stress relief.

(4) Language further education subsidy:

This Company offers subsidies to encourage employees to continue to enhance their language skills. The internal promotion paths also offer a TOEIC test subsidy (once per employee).

(5) Training record of 2020:

Number of Trained
Employees
Total Training Man
Hours
Total Training Cost
689 2,126 NT\$521,952
    1. Retirement and its implementation
  • (1) This Company founded its Supervisory Committee for labor retirement reserve on January 23, 1987 under the approval of the Taoyuan County Government (official letter code: (76)府社勞字第10389號函). This Company has put in place "Employee Retirement Guidelines," which follows Article 2 of Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds and appropriates 6% of the employees' total wages to the company's retirement reserve fund account in the Bank of Taiwan. The guidelines apply to all employees on the company's permanent payroll. Within 15 years of service rendered, an employee gets two salary units for each full year. But for the rest of the years over 15 years, one salary unit is given for each full year of service rendered. The total number of salary units shall be no more than 45. A pension shall be based on an employee's average salary for 6 months before his/her retirement is approved.
  • (2) Beginning on July 1, 2005, This Company has been following the Labor Pension Act and appropriates 6% of the monthly salary for employees opting for the retirement system in that act and contributes it to their individual pension fund accounts. Employees may also voluntarily deposit pension funds up to six percent of their monthly salary.
  • 5.5.3 Labor-management agreement: None.

5.5.4 Employee code of ethics and other rights

  1. Employee code of ethics

This Company has formulated the following management rules as the code of conducts for employees:

  • (1) Comply with all regulations and work procedures in the company as well as supervisors' orders and directions.
  • (2) Clock in/out at the time specified by the company.
  • (3) Put away all documents before getting off work.
  • (4) Separate personal life and business, be cautious in both words and actions, have

integrity, protect the company's reputation, discard all bad habits, and be respectful to other colleagues.

  • (5) Be responsible for his/her position/unit responsibilities and stay in touch with other related departments to jointly complete their responsible tasks to further the company's business development.
  • (6) Complete the tasks assigned by the supervisor(s) without any excuses.
  • (7) Pay attention to the cleanness and safety of the working environment.
  • (8) Be courteous to clients and visitors and not be arrogant, prideful or indifferent to them.
  • (9) Do not use the company phone for personal use and keep all phone calls short and concise.
  • (10) When taking company possessions outside the company, the employee should first obtain the supervisor's permission and go through the security guard's inspection.
    1. Working environment and employee protection measures
  • (1) This Company, based on each business' scale and nature, has put in place an occupational safety & health management office, personnel, supervisors and managers at each plant and branch. This Company has also, in compliance with the regulations published by the competent authority, established an occupational safety & health management system, which plans, executes, reviews and improves related management functions to achieve the company's occupational safety & health goals as well as boost the occupational safety & health level to ensure safety and prevent occupational hazards. In 2015, This Company obtained accreditation for Taiwan Occupational Safety and Health Management System (TOSHMS) and Occupational Health and Safety Assessment Series (OHSAS28001) and the latest ISO-45001 accreditation in 2019.
  • (2) The Occupational Safety & Health Management Office formulates the annual occupational safety & health management plan and requires each department to follow the plan and conduct self-inspection. The office has also compiled safety and health guidelines for all employees to follow.
  • (3) This Company has an Occupational Safety & Health Management Committee, which holds a meeting every 3 months with employee representatives to:
    • a. Provide suggestions regarding the employer's proposed occupational safety & health policy.
    • b. Coordinate and make suggestions to the occupational safety & health management plan.
    • c. Discuss the implementation plan for safety & health education and training.
    • d. Discuss the working environment monitoring plan, monitoring results and measures taken.
    • e. Discuss health management, occupational illness prevention and health promotion.
    • f. Discuss various safety and health proposals.
    • g. Discuss business units' self-inspections and safety & health inspections.
    • h. Discuss the preventive measures for hazards from machinery, equipment, raw materials or other materials.
    • i. Discuss the occupational hazard investigation report(s).

j. Inspect the safety and health management results on site.

k. Discuss undertaking of occupational safety and health management items.

l. Other occupational safety & health matters.

  • (4) When This Company, contractors and subcontractors individually hire laborers to work together, This Company complies with the law and establishes a consultative organization, appoints a person responsible for supervision and coordination of the workplace and directs and assists in safety and health education related to the contracted work as well as communicates necessary measures to prevent occupational accidents. This Company also, to prevent labor accidents, takes advanced control and preventive measures in operations in confined spaces, around hazardous machines and equipment, at high-altitudes, and around electrical gear and hot work, including work environment monitoring.
  • (5) Formulate an annual self-inspection plan to inspect each safety & health facility and document the results. Any facility that fails the inspection will be suspended and the corrective measures will be kept tracked of. This Company conducts quarterly loss prevention inspection and reviews and biannual fire training exercises to raise awareness among the employees, protect the safety of employees, cargo, and machines, and prevent occupational accidents and hazards.
  • (6) Investigate the harmfulness of the hazard factors and manage/prevent them at the job sites. Formulate a hazard communication plan, conduct regular working environment monitoring, conduct hazardous working environment management, implement the regulations governing facility safety and health in the Regulations Governing Occupational Safety and Health to prevent occupational hazards or illnesses affecting employees.
  • (7) Investigate and analyze the statistics from occupational hazards, false alarms and incidents that affect the employees' physical/mental health.
  • (8) Our medical office has a licensed physician and full-time registered nurse(s) on site to provide health consultation to our employees and plan and execute occupational illness prevention, health promotion and health guidance to safeguard our employees' safety and health.
  • (9) This Company, in compliance with the Regulations of the Labor Health Protection, conducts employee health checkups annually to help employees manage their health. The company also regularly organizes occupational safety lectures and training to provide our employees a safe and healthy working environment.
  • (10) Dangerous machinery such as cranes and forklifts, in compliance with the Regulations for Occupational Safety and Health Equipment and Measures, have alarms, flash lights and cameras installed to ensure operational safety and prevent hazards.
  • (11) Continue to promote the "6S (sort, organize, clean, maintain, discipline and safety)"and keep track of the faults and improvement measures to improve the safety and health management level.
  • 5.5.5 As of the publication date of this annual report in the most recent year, the current and future estimated amount of loss due to labor disputes: None

  • 5.5.6 Current labor-management relations and countermeasures for potential disputes in the future
    1. Even though This Company does not have a union, it still seeks to provide the best compensation, working environment and benefits to the employees to achieve sustainable development. This Company also keeps open communications with the employees to make them feel secure and identify themselves with the Company. By promoting our business culture, cultivating a team spirit and sense of responsibility among employees, the Company is capable of developing disciplined, responsible and loyal employees.
    1. This Company has, in compliance with the law, established a labor-management committee and organizes labor-management meetings regularly every quarter (or when needed) to improve the labor relations and promote labor-management collaboration and communication.
    1. All units organize departmental meetings to discuss business progress, provide work guidance, promote company rules, provide assistance to employees, exchange opinions and engage in discussions.
    1. This Company has regulations governing employees' complaints and provides employees a way to file complaints to the company's management as well as competent labor authorities.
    1. Reward employees with excellent performance or special achievements to boost employee morale.
    1. Organize team-building activities and provide travel subsidies to encourage employees to engage in outdoor leisure activities and travel. They are encouraged to invite family members to participate in certain events to bring employees closer.
    1. The company has added a "Labor-Management Column" on the company's electronic bulletin board, which publishes regulations and the latest information related to retirement, insurance, and taxation to help employees learn more about their rights.

5.6 Important Contracts:

5.6.1 Loan Contracts

Contract
Nature
Parties Starting and Ending
Dates
Main Content Restrictive
Clauses
Medium and
long-term
loan
Bank of Taiwan
Taoyuan Branch
January 16,
2019~January 16, 2024
Loan against collateral None
Medium and
long-term
loan
Cathay United
Bank
June 28, 2018~June 28,
2021
Loan against collateral None
Medium and
long-term
loan
Taiwan
Cooperative Bank
Chengdong Branch
August 31, 2020~August
21, 2021
Loan against collateral None
Medium and
long-term
loan
Hua Nan Bank
Daan Branch
November 25,
2019~November 25,
2021
Loan against collateral None
Medium and
long-term
loan
Sunny Bank
Zhongxing Branch
August 30, 2018~August
30, 2021
Loan against collateral None
Long-term
loan
Hua Nan Bank
Business Office
Department
April 9, 2019~October 1,
2034
Syndicated loan against
collateral
None

(2) Construction and Procurement Contracts

Contract
Nature
Parties Starting and Ending
Dates
Main Content Restrictive
Clauses
Construction Hwang Chang
Construction
August, 2016~as the
project requires
Huan Nan Market
redevelopment
None
Construction RESA Engineering April, 2017~as the
project requires
Kaohsiung Train
Station canopy (dome
trusses, tender NO.
ACL212-1)
None
Procurement China Steel
Corporation
Renewed every quarter Steel plate
procurement
None
Procurement Dragon Steel
Corporation
Newly signed for each
project
Steel plate and beam
steel procurement
None
Construction Dacin Construction December, 2018~as the
project requires
Taichung International
Convention and
Exhibition Center
None
Construction Lee Ming
Construction
March, 2019~as the
project requires
TLDC hotel project
near Hualien
None
Construction Yung-Yu-Tai
Construction/
Chung-Lu
Construction
April, 2019~as the
project requires
Y.S. Development
Group's project on
Shijian Rd, Banqiao
None
Construction CTCI Construction August, 201 ~ as the
project requires
Biomass Energy Plant
BOT
None
Construction Lee Ming
Construction
September, 2019 ~ as the
project requires
AOET's facility in
Central Taiwan
Science Park
None

EGST

Contract
Nature
Parties Starting and Ending
Dates
Main Content Restrictive
Clauses
Construction TSMC June, 2020 ~ as the
project requires
Construction of the
RD-CUP of TSMC in
Hsinchu Science Park
None
Construction TSMC June, 2020 ~ as the
project requires
Construction of the
RD-FAB of TSMC in
Area A of Hsinchu
Science Park
None
Construction Dacin Construction July, 2020 ~ as the
project requires
Gemfont's new
Chungli plant
None
Construction Twin Oaks
Construction
March, 2021 ~ as the
project requires
Twin Oak's new
construction on Longfu
Road in Xitun District,
Taichung
None
Construction Xu Yuan
Construction
April, 2021 ~ as the
project requires
Hotai Insurance
headquarters
None
Construction Hung Sheng
Construction
April, 2021 ~ as the
project requires
Upper steel structures
at Taimin
Construction's Shipai
project
None
Construction Tong Yuan
Construction
May, 2021 ~ as the
project requires
Taoyuan Aerotropolis
free trade zone's cold
chain logistics
warehouse (F1P)
project
None
Construction Sansin Builders
Construction
June, 2021 ~ as the
project requires
Northern Taiwan mail
processing center and
training center (Phase
III)
None
Construction Yuanlih Construction June, 2021 ~ as the
project requires
Congregate housing
project on the 1st minor
section of Huashin
Section(ECHO PARK)
None
Construction Dacin Construction July, 2021 ~ as the
project requires
Bao Hong
Construction's
commercial building
on Dunhua South
Road.
None
Construction Li Jin Engineering July, 2021 ~ as the
project requires
MOMO's logistic
center in southern
Taiwan
None
Construction TSMC August, 2021 ~ as the
project requires
TSMC CUP
construction in
Southern Taiwan
Science Park
None
Construction Continental
Engineering
November, 2021 ~ as the
project requires
Upper section of the
Hehuan Landmark
building project
None

(3) Environmental business operation, clearance and treatment contracts (3) Environmental business operation, clearance and treatment contracts

Contract
Contract
Nature
Nature
Parties
Parties
Starting and Ending
Starting and Ending
Dates
Dates
Main Content
Main Content
Restrictive
Restrictive
Clauses
Clauses
Commissioning
Commissioning
for operation
for operation
(Hsin Yung)
(Hsin Yung)
Ecove Environment
Ecove Environment
Services Corp.
Services Corp.
October, 2019 ~
October, 2019 ~
October, 2021
October, 2021
Operation of the
Operation
of the
incineration plant
incineration plant
None
None
Construction
Construction
and operation
and operation
of the waste
of the waste
incineration
incineration
plant (Hsin
plant (Hsin
Yung)
Taoyuan City
Taoyuan City
Government
Government
January, 1999 ~
January, 1999 ~
October, 2021
October, 2021
The plant will be built
The plant will be built
and operated as a BOO
and operated as a BOO
project with the special
project with the special
permission right for 20
permission right for 20
years, starting on
years, starting on
October 9, 2001
None
None
Yung)
Sales of
Sales of
electricity from
electricity from
qualified co
qualified co
generation
generation
system (Hsin
system (Hsin
Yung)
Taipower
Taipower
Started on October 9,
Started on October 9,
2001 as an annual
2001 as an annual
contract that renews
contract that renews
automatically as long
automatically as long
as no party objects to
as no party objects to
it
October 9, 2001
This plant followed the
This plant followed
the
Energy Administration
Energy Administration
Act and installed
Act and installed
qualified co-generation
qualified co-generation
systems to sell electricity
systems to sell electricity
at wholesale to Taipower
None
None
Yung)
Biomedical
Biomedical
waste clearance
waste clearance
and disposal
and disposal
request at their
request at their
hospitals in
hospitals in
northern
northern
Taiwan (Super
Taiwan (Super
Max)
Chang Gung
Chang Gung
Medical Foundation
Medical Foundation
it
September, 2017 ~
September, 2017 ~
August, 2022
August, 2022
at wholesale to Taipower
Biomedical waste
Biomedical waste
clearance and disposal
clearance and disposal
request at their hospitals
request at their hospitals
in northern Taiwan
in northern Taiwan
None
None
Max)
Industrial
Industrial
waste clearance
waste clearance
and disposal
and disposal
(Super Max)
TSMC
TSMC
January, 2021 ~
January, 2021 ~
December, 2023
December, 2023
Industrial waste
Industrial waste
clearance and disposal
clearance and disposal
None
None
(Super Max)
Waste
Waste
clearance and
clearance and
disposal
disposal
request at their
request at their
hospitals in
northern
hospitals in
Taiwan (Super
northern
Max)
Taiwan (Super
Taipei City Hospital
Taipei City Hospital
June, 2019 ~ May,
June, 2019 ~ May,
2022
2022
Biomedical waste
clearance/disposal
Biomedical waste
procurement from 2019
clearance/disposal
to 2022 (total of 3)
procurement
from 2019
to 2022 (total of 3)
None
None
Max)
Construction
and operation
Construction
(Ever Ecove)
and operation
Taoyuan City
Government
Taoyuan City
Government
October, 2018 ~
October, 2043
October, 2018 ~
October, 2043
Taoyuan Biomass
Energy Plant BOT
Taoyuan Biomass
(build-operate-transfer)
Energy Plant BOT
project
(build-operate-transfer)
None
None
(Ever Ecove)
Construction
and operation
Construction
(Ever Ecove)
and operation
CTCI Development
CTCI Development
November, 2018 ~
October, 2021
November, 2018 ~
October, 2021
Taoyuan Biomass
project
Energy Plant BOT
Taoyuan Biomass
(build-operate-transfer)
Energy Plant BOT
project
(build-operate-transfer)
None
None
(Ever Ecove)
Joint venture
agreement
Joint venture
(Evergreen
agreement
Steel)
(Evergreen
Steel)
Company A & B
Company A & B
August 2, 2018 ~ all
contracting parties
August 2, 2018 ~ all
have decided to
contracting parties
terminate this
have decided to
agreement in writing
terminate this
or when Ever Ecove
agreement in writing
project
Ever Ecove Corp. joint
venture agreement
Ever Ecove Corp. joint
venture agreement
None
None
Contract
Nature
Parties Starting and Ending
Dates
Main Content Restrictive
Clauses
Corp. is dissolved and
liquidated according
to the law.
Commission of
operation and
maintenance
services (Ever
Ecove)
Ecove Environment
Services Corp.
October, 2021~
October, 2043
Taoyuan Biomass
Energy Plant BOT
(build-operate-transfer)
project
None
Power
purchase
agreement
(from waste
power
generation
system) (Ever
Ecove)
Taipower Contract signed on
December 29, 2020
and will expire 20
years from the day the
electricity meter is
installed
In accordance with
Renewable Energy
Development Act and
the Electricity Act, this
plant installed renewable
energy electricity
generation systems to
generate electricity for
self-use and to sell
electricity at wholesale
to Taipower
None

. Financial Information. Financial Information

6.1 Five-Year Financial Summary 6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet-Based on IFRS (Consolidated) 6.1.1 Condensed Balance Sheet-Based on IFRS (Consolidated)

Unit: NT\$ thousands Year Item Financial Summary for The Last Five Years (Note 1) 2021 (As of Mar. 31, 2021) (Note 2) 2016 2017 2018 2019 2020 Current Assets 6,505,507 7,335,488 7,713,213 7,451,105 10,685,235 12,457,190 Property, Plant and Equipment (Note 1) 3,612,437 3,444,831 3,358,503 3,689,276 3,408,410 3,346,012 Intangible Assets 7,656 13,160 13,082 903,932 2,739,716 3,412,900 Other Assets (Note 1) 5,374,114 6,168,586 6,422,713 6,126,603 7,219,841 7,749,260 Total Assets 15,499,714 16,962,065 17,507,511 18,170,916 24,053,202 26,965,362 Current Liabilities Before Distribution 2,691,496 2,998,434 2,915,241 2,801,423 5,409,465 6,083,340 After Distribution 3,380,720 3,809,286 3,726,093 3,594,494 - - Non-current Liabilities 357,631 301,997 200,675 523,935 1,846,168 1,845,044 Total Liabilities Before Distribution 3,049,127 3,300,431 3,115,916 3,325,358 7,255,633 7,928,384 After Distribution 3,738,351 4,111,283 3,926,768 4,118,429 - - Equity Attributable to Owners of the Parent 10,896,794 12,039,629 12,369,603 12,690,886 14,001,815 16,146,492 Capital Stock 4,054,260 4,054,260 4,054,260 3,994,260 3,994,260 4,992,781 Capital Surplus 220,747 250,766 286,082 356,431 396,542 436,202 Retained Earnings Before Distribution 7,475,859 7,955,038 8,126,439 8,288,354 8,537,942 8,820,588 After Distribution 6,786,635 7,144,186 7,315,587 7,495,283 - - Other Equity Interest (548,998) 84,639 207,896 170,886 1,166,184 1,990,034 Treasury Stock (305,074) (305,074) (305,074) (119,045) (93,113) (93,113) Non-controlling Interest 1,553,793 1,622,005 2,021,992 2,154,672 2,795,754 2,890,486 Total Equity Before Distribution 12,450,587 13,661,634 14,391,595 14,845,558 16,797,569 19,036,978 After Distribution 11,761,363 12,850,782 13,580,743 14,052,487 - - Unit: NT\$ thousands Year Item Financial Summary for The Last Five Years (Note 1) 2021 (As of Mar. 31, 2021) (Note 2) 2016 2017 2018 2019 2020 Current Assets 6,505,507 7,335,488 7,713,213 7,451,105 10,685,235 12,457,190 Property, Plant and Equipment (Note 1) 3,612,437 3,444,831 3,358,503 3,689,276 3,408,410 3,346,012 Intangible Assets7,656 13,160 13,082 903,932 2,739,716 3,412,900 Other Assets (Note 1) 5,374,114 6,168,586 6,422,713 6,126,603 7,219,841 7,749,260 Total Assets 15,499,714 16,962,065 17,507,511 18,170,916 24,053,202 26,965,362 Current Liabilities Before Distribution 2,691,496 2,998,434 2,915,241 2,801,423 5,409,465 6,083,340 After Distribution 3,380,720 3,809,286 3,726,093 3,594,494 - - Non-current Liabilities 357,631 301,997 200,675 523,935 1,846,168 1,845,044 Total Liabilities Before Distribution 3,049,127 3,300,431 3,115,916 3,325,358 7,255,633 7,928,384 After Distribution 3,738,351 4,111,283 3,926,768 4,118,429 - - Equity Attributable to Owners of the Parent 10,896,794 12,039,629 12,369,603 12,690,886 14,001,815 16,146,492 Capital Stock 4,054,260 4,054,260 4,054,260 3,994,260 3,994,260 4,992,781 Capital Surplus 220,747 250,766 286,082 356,431 396,542 436,202 Retained Earnings Before Distribution 7,475,859 7,955,038 8,126,439 8,288,354 8,537,942 8,820,588 After Distribution 6,786,635 7,144,186 7,315,587 7,495,283 - - Other Equity Interest (548,998) 84,639 207,896 170,886 1,166,184 1,990,034 Treasury Stock (305,074) (305,074) (305,074) (119,045) (93,113) (93,113) Non-controlling Interest 1,553,793 1,622,005 2,021,992 2,154,672 2,795,754 2,890,486 Total Before Distribution 12,450,587 13,661,634 14,391,595 14,845,558 16,797,569 19,036,978 After

Note 1: The consolidated financial statements as of December 31, 2020, 2019, 2018, 2017 and 2016 have been audited by independent auditors. Equity Distribution 11,761,363 12,850,782 13,580,743 14,052,487 - - Note 1: The consolidated financial statements as of December 31, 2020, 2019, 2018, 2017 and 2016 have

Note 2: Up until the printing date of this annual report, the consolidated financial statements as of March been audited by independent auditors.

31, 2021 haven't been reviewed by independent auditors.

Note 3: The above amount after distribution is based on the resolution of the shareholders meeting of the following year.

6.1.2 Condensed Statement of Comprehensive Income - Based on IFRS (Consolidated)

Unit: NT\$ thousands
-- -- ----------------------
Year Financial Summary for the Last Five Years (Note 1) 2021 (As of
Item 2016 2017 2018 2019 2020 Mar. 31, 2021)
(Note 2)
Operating
Revenue
9,656,766 10,553,288 10,685,318 8,268,207 9,349,649 3,048,197
Gross
Profit
1,595,377 1,854,870 2,085,330 1,876,904 2,026,301 565,075
Operating
Profit
1,051,645 1,327,480 1,449,667 1,336,124 1,534,312 411,805
Non-operating
Income and
Expenses
159,204 422,099 208,645 278,087 200,503 2,424
Profit
before
Income
Tax
1,210,849 1,749,579 1,658,312 1,614,211 1,734,815 414,229
Profit for the
Period from
Continuing
Operations
1,009,402 1,531,043 1,310,339 1,325,958 1,404,259 341,206
Loss
from
Discontinuing
Operation
- - - - - 0
Profit
for
the
Period
1,009,402 1,531,043 1,310,339 1,325,958 1,404,259 341,206
Other
Comprehensive
Income (Net profit
after Tax)
(467,456) 603,120 124,365 (16,747) 1,059,234 860,022
Total
Comprehensive
Income
for
the
Period
541,946 2,134,163 1,434,704 1,309,211 2,463,493 1,201,228
Profit, Attributable
to Owners
of
the
Parent
738,982 1,193,481 980,357 947,437 1,043,649 257,395
Profit, Attributable
to
Non-controlling
Interest
270,420 337,562 329,982 378,521 360,610 83,811
Comprehensive
Income
Attributable
to
Owners
of
the
Parent
272,652 1,802,040 1,105,510 935,757 2,037,957 1,106,496

Comprehensive
Income
Attributable
to
Non-controlling
Interest
269,294 332,123 329,194 373,454 425,536 94,732
Earnings
per
Share
(In
Dollars)
1.91 3.08 2.53 2.44 2.65 0.65

(Concluded)

Note 1: The consolidated financial statements as of December 31, 2020, 2019, 2018, 2017 and 2016 have been audited by independent auditors.

Note 2: Up until the printing date of this annual report, the consolidated financial statements as of March 31, 2021 haven't been reviewed by independent auditors.

6.1.3 Condensed Balance Sheet-Based on IFRS (The Company)

Unit: NT\$ thousands

Year Financial Summary for the Last Five Years (Note 1)
Item 2016 2017 2018 2019 2020
Current Assets 4,419,331 5,029,870 4,368,902 3,952,109 6,815,138
Property, Plant and Equipment 1,838,035 1,837,619 1,858,486 2,394,501 2,384,518
Intangible Assets 7,598 9,431 8,483 6,766 3,561
Other Assets 7,214,663 7,970,218 8,702,492 8,918,089 10,110,101
Total Assets 13,479,627 14,847,138 14,938,363 15,271,465 19,313,318
Before
Distribution
2,375,233 2,657,829 2,422,459 2,304,593 4,912,207
Current Liabilities After
Distribution
3,064,457 3,468,681 3,233,311 3,097,664 -
Non-current Liabilities 207,600 149,680 146,301 275,986 399,296
Before
Distribution
2,582,833 2,807,509 2,568,760 2,580,579 5,311,503
Total Liabilities After
Distribution
3,272,057 3,618,361 3,379,612 3,373,650 -
Equity Attributable to Owners
of the Parent
10,896,794 12,039,629 12,369,603 12,690,886 14,001,815
Capital Stock 4,054,260 4,054,260 4,054,260 3,994,260 3,994,260
Capital Surplus 220,747 250,766 286,082 356,431 396,542
Before
Distribution
7,475,859 7,955,038 8,126,439 8,288,354 8,537,942
Retained Earnings After
Distribution
6,786,635 7,144,186 7,315,587 7,495,283 -
Other Equity Interest (548,998) 84,639 207,896 170,886 1,166,184
Treasury Stock (305,074) (305,074) (305,074) (119,045) (93,113)
Non-controlling Interest - - - - -
Before
Distribution
10,896,794 12,039,629 12,369,603 12,690,886 14,001,815
Total Equity After
Distribution
10,207,570 11,228,777 11,558,751 11,897,815 -

(Concluded)

Note 1: The parent-company-only financial statements as of December 31, 2020, 2019, 2018, 2017 and 2016 have been audited by independent auditors.

6.1.4 Condensed Statement of Comprehensive Income-Based on IFRS (The Company)

Unit: NT\$ thousands
-- -- ----------------------
Year Financial Summary for the Last Five Years (Note)
Item 2016 2017 2018 2019 2020
Operating Revenue 7,820,994 8,578,452 8,657,027 6,109,403 7,263,895
Gross Profit 656,151 745,212 909,670 599,028 803,212
Operating Profit 190,597 293,542 403,381 204,080 438,988
Non-operating Income
and Expenses
586,446 933,411 694,597 781,406 697,356
Profit before Income Tax 777,043 1,226,953 1,097,978 985,486 1,136,344
Profit for the Year from
Continuing Operations
738,982 1,193,481 980,357 947,437 1,043,649
Loss from Discontinuing
Operation
- - - - -
Profit for the Year 738,982 1,193,481 980,357 947,437 1,043,649

Note 2: The above amount after distribution is based on the resolution of the shareholders meeting of the following year.

Other Comprehensive
Income (Net profit after
Tax)
(466,330) 608,559 125,153 (11,680) 994,308
Total Comprehensive
Income for
the Year
272,652 1,802,040 1,105,510 935,757 2,037,957
Earnings per Share
(In Dollars)
1.91 3.08 2.53 2.44 2.65

(Concluded)

Note: The parent-company-only financial statements as of December 31, 2020, 2019, 2018, 2017 and 2016 have been audited by independent auditors。

6.1.5 Auditors' Opinions for the Last Five Years

EGST

Year Accounting Firm CPA Audit Opinion
2016 Deloitte & Touche Chang, Ching-Fu
Unqualified Opinion
2017 Deloitte & Touche Chang, Ching-Fu,
Chao, Yong-Hsiang
Unqualified Opinion
2018 Deloitte & Touche Chang, Ching-Fu,
Chao, Yong-Hsiang
Unqualified Opinion
2019 Deloitte & Touche Chang, Ching-Fu,
Chao, Yong-Hsiang
Unqualified Opinion
2020 Deloitte & Touche Chang, Ching-Fu,
Chao, Yong-Hsiang
Unqualified Opinion

6.2 Five-Year Financial Analysis 6.2 Five-Year Financial Analysis

Year (Note 1)
Year (Note 1)
Financial Analysis for the Last Five Years
Financial Analysis for the Last Five Years
2021 (As of
2021 (As of
Item (Note 3)
Item (Note 3)
2016
2016
2017
2017
2018
2018
2019
2019
2020
2020
Mar. 31, 2021)
Mar. 31, 2021)
(Note 2)
(Note 2)
Financial
Financial
Debt-asset Ratio
Debt-asset Ratio
19.67
19.67
19.46
19.46
17.80
17.80
18.30
18.30
30.16
30.16
29.40
29.40
Structure
Structure
(%)
(%)
Ratio of Long-term Capital to
Ratio of Long-term Capital to
Property, Plant and Equipment
Property, Plant and Equipment
354.56
354.56
405.35
405.35
434.49
434.49
416.60
416.60
546.99
546.99
624.09
624.09
Current Ratio
Current Ratio
241.71
241.71
244.64
244.64
264.58
264.58
265.97
265.97
197.53
197.53
204.78
204.78
Solvency
Solvency
(%)
Quick Ratio
Quick Ratio
216.84
216.84
211.52
211.52
232.08
232.08
241.32
241.32
175.63
175.63
165.57
165.57
(%) Interest Coverage Ratio
Interest Coverage Ratio
121.99
121.99
1,132.68
1,132.68
378.06
378.06
245.54
245.54
91.47
91.47
71.70
71.70
Receivables Turnover Rate (Times)
Receivables Turnover Rate (Times)
3.65
3.65
4.03
4.03
5.72
5.72
9.95
9.95
11.47
11.47
10.99
10.99
Average Collection Days for
Average Collection Days for
Receivables
Receivables
100
100
91
91
64
64
37
37
32 33
32
33
Inventory Turnover Rate (Times)
Inventory Turnover Rate (Times)
8.93
8.93
11.27
11.27
9.63
9.63
8.37
8.37
8.79
8.79
6.29
6.29
Operating
Operating
Ability
Payables Turnover Rate (Times)
Payables Turnover Rate (Times)
6.57
6.57
6.77
6.77
6.23
6.23
4.83
4.83
5.33
5.33
6.10
6.10
Ability Average Days for Sale
Average Days for Sale
41
41
32
32
38
38
44
44
42 58
42
58
Property, Plant and Equipment
Property, Plant and Equipment
Turnover Rate (Times)
2.50
2.50
2.99
2.99
3.14
3.14
2.35
2.35
2.63
2.63
3.61
3.61
Turnover Rate (Times)
Total Asset Turnover Rate (Times)
Total Asset Turnover Rate (Times)
0.62 0.65 0.62 0.46 0.44 0.48
Return on Assets (%)
Return on Assets (%)
0.62
6.57
0.65
9.44
0.62
7.62
0.46
7.46
0.44
6.72
0.48
5.42
Return on Equity (%) 6.57
8.04
9.44
11.73
7.62
9.34
7.46
9.07
6.72
8.88
5.42
7.62
Profitability
Profitability
Return on Equity (%)
Ratio of Income before Tax to
Ratio of Income before Tax to
Paid-in Capital (%) (Note 7)
8.04
29.87
29.87
11.73
43.15
43.15
9.34
40.90
40.90
9.07
40.41
40.41
8.88
43.43
43.43
7.62
33.19
33.19
Paid-in Capital (%) (Note 7)
Profit Margin before Tax (%)
10.45 14.51 12.26 16.04 15.02 11.19
Profit Margin before Tax (%)
Earnings per Share (NT\$)
10.45
1.91
14.51
3.08
12.26
2.53
16.04
2.44
15.02
2.65
11.19
0.65
Earnings per Share (NT\$)
Cash Flow Ratio (%)
1.91
86.81
3.08
44.74
2.53
75.62
2.44
33.17
2.65
(5.35)
0.65
7.78
Cash Flow Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
86.81
155.56
155.56
44.74
137.30
75.62
144.11
33.17
128.41
(5.35)
71.11
7.78
51.68
Cash Flow Cash Flow Adequacy Ratio (%)
Cash Flow Reinvestment Ratio (%)
137.30
2.13
144.11
6.00
128.41
(0.43)
71.11
(6.13)
51.68
2.00
Cash Flow Reinvestment Ratio (%)
Operating Leverage
8.73
2.28
2.13
1.97
6.00
1.91
(0.43)
1.92
(6.13)
1.86
2.00
1.98
Leveraging
Leveraging
Operating Leverage
Financial Leverage
Financial Leverage
2.28
1.01
1.01
1.97
1.00
1.00
1.91
1.00
1.00
1.92
1.00
1.00
1.86
1.01
1.01
1.98
1.01
1.01

6.2.1 Financial Analysis-Based on IFRS (Consolidated) 6.2.1 Financial Analysis-Based on IFRS (Consolidated)

Analysis of financial ratios changes over 20% between 2019 and 2020: Analysis of financial 20% between 2019 and 2020:

  1. Debt-asset Ratio, Ratio of Long-term Capital to Property, Plant and Equipment, Current Ratio, Quick Ratio and Interest Coverage Ratio: the change was mainly due to increase of interest expense caused by increased bank loans, which were arranged based on the considerations of the purchase of materials for steel structure projects and the impact of the COVID-19 pandemic. 1. Debt-asset Ratio, Ratio of Long-term Capital to Property, Plant and Equipment, Current Ratio, Quick Ratio and Interest Coverage Ratio: the change was mainly due to increase of interest expense caused by increased bank loans, which were arranged based on the considerations of the purchase of materials for steel structure projects and the impact of the COVID-19 pandemic.

  2. Cash Flow Ratio, Cash Flow Adequacy Ratio and Cash Flow Reinvestment Ratio: Mainly because of the increase of net cash outflow for operating activities compared with that of the previous period. 2. Cash Flow Ratio, Cash Flow Adequacy Ratio and Cash Flow Reinvestment Ratio: Mainly because of the increase of net cash outflow for operating activities compared with that of the previous period.

(Concluded) (Concluded)

  • Note 1: The consolidated financial reports as of December 31, 2020, 2019, 2018, 2017 and 2016 have been audited by independent auditors. Note 1: The consolidated financial reports as of December 31, 2020, 2019, 2018, 2017 and 2016 have been audited by independent auditors.
  • Note 2: Up until the printing date of annual report, the consolidated financial statements as of March 31, 2021 haven't been reviewed by independent auditors. Note 2: Up until the printing date of annual report, the consolidated financial statements as of March 31, 2021 haven't been reviewed by independent auditors.
  • Note 3: The following are calculation formulas: Note 3: The following are calculation formulas:
  • 1.Financial Structure 1.Financial Structure
    • (1) Debt-asset Ratio = total liabilities / total assets (1) Debt-asset Ratio = total liabilities / total assets
    • (2) Ratio of Long-term Capital to Property, Plant and Equipment = (total equity + non-current liabilities) / net worth of property, plant and equipment (2) Ratio of Long-term Capital to Property, Plant and Equipment = (total equity + non-current liabilities) / net worth of property, plant and equipment
  • 2.Solvency 2.Solvency

EGST

  • (1) Current Ratio = current assets / current liabilities (1) Current Ratio = current assets / current liabilities
  • (2) Quick Ratio = (current assets inventory prepaid expenses) / current liabilities (2) Quick Ratio = (current assets – inventory – prepaid expenses) / current liabilities
  • (3) Interest Coverage Ratio = income before income tax and interest expenses / current interest expenses (3) Interest Coverage Ratio = income before income tax and interest expenses / current interest expenses
  • 3.Operating Ability 3.Operating Ability
  • (1) Receivables (including accounts receivable and notes receivable arising from business operations) Turnover Rate = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period (1) Receivables (including accounts receivable and notes receivable arising from business operations) Turnover Rate = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period
  • (2) Average Collection Days for Receivables = 365 / receivables turnover rate (2) Average Collection Days for Receivables = 365 / receivables turnover rate (3) Inventory Turnover Rate = cost of sales / average inventory
  • (3) Inventory Turnover Rate = cost of sales / average inventory (4) Payables (including accounts payable and notes payable arising from business operations) Turnover Rate =
  • (4) Payables (including accounts payable and notes payable arising from business operations) Turnover Rate = cost of sale / average payables (including accounts payable and notes payable arising from business operations) for each period cost of sale / average payables (including accounts payable and notes payable arising from business operations) for each period (5) Average Days of Sale = 365 / inventory turnover rate
  • (5) Average Days of Sale = 365 / inventory turnover rate (6) Property, Plant and Equipment Turnover Rate = net sales / average net worth of property, plant and equipment
  • (6) Property, Plant and Equipment Turnover Rate = net sales / average net worth of property, plant and equipment (7) Total Asset Turnover Rate = net sales / average total assets
  • (7) Total Asset Turnover Rate = net sales / average total assets 4.Profitability
  • 4.Profitability (1) Return on Assets = [net income + interest expenses (1- tax rate)] / average total assets
  • (1) Return on Assets = [net income + interest expenses (1- tax rate)] / average total assets (2) Return on Equity = net income / average total equity
  • (2) Return on Equity = net income / average total equity (3) Profit Margin before Tax = net income / net sales
  • (3) Profit Margin before Tax = net income / net sales (4) Earnings per Share = (profit and loss attributable to owners of the parent – dividends on preferred shares) /
  • (4) Earnings per Share = (profit and loss attributable to owners of the parent dividends on preferred shares) / weighted average number of issued shares (Note 4) weighted average number of issued shares (Note 4) 5.Cash Flow
  • 5.Cash Flow

  • (1) Cash Flow Ratio = Net cash flow from operating activities / current liabilities

  • (2) Net Cash Flow Adequacy Ratio = Net cash flow from operating activities for the most recent five years / (capital expenditures + inventory increase + cash dividend)
  • (3) Cash Flow Reinvestment Ratio = (Net cash flow from operating activities cash dividend) / gross property, plant and equipment value + long-term investment + other non-current assets + working capital) (Note 5)
  • 6.Leveraging
  • (1) Operating Leverage = (net operating revenue variable operating costs and expenses) / operating income (Note 6)
  • (2) Financial Leverage = operating income / (operating income / interest expenses)
  • Note 4: When the above formula for calculation of earnings per share is used during measurement, give special attention to the following matters:
    1. Measurement should be based on the weighted average number of common shares, not the number of issued shares at year end.
    1. In any case where there is a cash capital increase or treasury stock transaction, the period of time in circulation shall be considered in calculating the weighted average number of shares.
    1. In the case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the capital increase.
    1. If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be subtracted from the net profit after tax, or added to the net loss after tax. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from the net profit after tax; if there is loss, then no adjustment need be made.

Note 5: Give special attention to the following matters when carrying out cash flow analysis:

    1. Net cash flow from operating activities means net cash in-flow amounts from operating activities listed in the statement of cash flows.
    1. Capital expenditures means the amounts of cash outflows for annual capital investment.
    1. Inventory increase will only be entered when the ending balance is larger than the beginning balance. An inventory decrease at year end will be deemed zero for calculation.
    1. Cash dividend includes cash dividends from both common shares and preferred shares.
    1. Gross property, plant and equipment value means the total value of property, plant and equipment prior to the subtraction of accumulated depreciation.
  • Note 6: Issuers shall separate operating costs and operating expenses by their nature into fixed and variable categories. When estimations or subjective judgments are involved, give special attention to their reasonableness and to maintaining consistency.
  • Note 7: In the case of a company whose shares have no par value or have a par value other than NT\$10, for the calculation of the above-mentioned paid-in capital ratio, the ratio of equity attributable to owners of the parent as stated in the balance sheet shall be substituted.

6.2.2 Financial Analysis-Based on IFRS (The Company)
Year (Note 1) Financial Analysis for the Last Five Years
Item (Note 2) 2016 2017 2018 2019 2020
Financial Debt-asset Ratio 19.16 18.91 17.20 16.90 27.50
Structure
(%)
Ratio
of
Long-term
Capital
to
Property, Plant and Equipment
604.14 663.32 673.45 541.53 603.94
Current Ratio 186.06 189.25 180.35 171.48 138.74
Solvency
(%)
Quick Ratio 158.81 152.59 141.92 142.47 115.28
Interest Coverage Ratio 78.77 802.93 250.94 154.93 60.35
Receivables Turnover Rate (Times) 3.15 3.49 5.09 9.59 12.27
Average Collection Days for
Receivables
115.87 104.58 71.71 38.06 30
Inventory Turnover Rate (Times) 8.08 10.40 8.84 7.36 7.94
Operating
Ability
Payables Turnover Rate (Times) 6.04 6.27 5.74 4.25 4.85
Average Days for Sale 45.17 35.10 41.29 49.59 46
Property,
Plant
and
Equipment
Turnover Rate (Times)
3.95 4.67 4.68 2.87 3.04
Total Asset Turnover Rate (Times) 0.58 0.61 0.58 0.40 0.42
Return on Assets (%) 5.51 8.44 6.61 6.31 6.12
Return on Equity (%) 6.69 10.41 8.03 7.56 7.82
Profitability Ratio of Income before Tax to
Paid-in Capital (%) (Note 6)
19.17 30.26 27.08 24.67 28.45
Profit Margin before Tax (%) 9.45 13.91 11.32 15.51 14.37
Earnings per Share (NT\$) 1.91 3.08 2.53 2.44 2.65
Cash Flow Ratio (%) 53.95 6.39 44.92 (9.82) (28.91)
Cash Flow Cash Flow Adequacy Ratio (%) 82.07 63.47 72.78 71.09 16.38
Cash Flow Reinvestment Ratio (%) 4.50 (3.19) 1.64 (5.87) (11.30)
Operating Leverage 4.61 3.27 2.65 3.94 2.63
Leveraging Financial Leverage 1.06 1.01 1.01 1.03 1.05

Analysis of financial ratios changes over 20% between 2019 and 2020:

    1. Debt-asset Ratio and Interest Coverage Ratio: The change was mainly due to increase of interest expense caused by increased bank loans, which were arranged based on the considerations of the purchase of materials for steel structure projects.
    1. Receivables Turnover Rate and Average Collection Days for Receivables: Mainly due to the increase of operating revenue.
    1. Cash Flow Ratio, Cash Flow Adequacy Ratio and Cash Flow Reinvestment Ratio: Mainly due to the increase in the net cash outflows for operating activities compared with that of the previous period
    1. Operating Leverage: Mainly due to the increase of the net operating income compared with that of the previous period

(Concluded)

Note 1: The parent-company-only financial statements as of December 31, 2020, 2019, 2018, 2017 and 2016 have been audited by independent auditors.

Note 2: The following are calculation formulas:

    1. Financial Structure
  • (1) Debt-asset Ratio = total liabilities / total assets
  • (2) Ratio of Long-term Capital to Property, Plant and Equipment = (total equity + non-current liabilities) / net worth of property, plant and equipment
    1. Solvency
  • (1) Current Ratio = current assets / current liabilities
  • (2) Quick Ratio = (current assets inventory prepaid expenses) / current liabilities
  • (3) Interest Coverage Ratio = income before income tax and interest expenses / current interest expenses
    1. Operating Ability
  • (1) Receivables (including accounts receivable and notes receivable arising from business operations) Turnover Rate = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period
  • (2) Average Collection Days for Receivables = 365 / receivables turn over rate
  • (3) Inventory Turnover Rate = cost of sales / average inventory
  • (4) Payables (including accounts payable and notes payable arising from business operations) Turnover Rate = cost of sale / average payables (including accounts payable and notes payable arising from business operations) for each period
  • (5) Average Days of Sale = 365 / inventory turnover rate
  • (6) Property, Plant and Equipment Turnover Rate = net sales / average net worth of property, plant and equipment
  • (7) Total Asset Turnover Rate = net sales / average total assets
    1. Profitability
  • (1) Return on Assets = [net income + interest expenses (1- tax rate)] / average total assets
  • (2) Return on Equity = net income / average total equity
  • (3) Profit Margin before Tax = net income / net sales
  • (4) Earnings per Share = (profit and loss attributable to owners of the parent dividends on preferred shares) / weighted average number of issued shares (Note 3)
    1. Cash Flow
  • (1) Cash Flow Ratio = Net cash flow from operating activities / current liabilities

EGST

  • (2) Net Cash Flow Adequacy Ratio = Net cash flow from operating activities for the most recent five years / (capital expenditures + inventory increase + cash dividend)
  • (3) Cash Flow Reinvestment Ratio = (Net cash flow from operating activities cash dividend) / gross property, plant and equipment value + long-term investment + other non-current assets + working capital) (Note 4)
    1. Leveraging
  • (1) Operating Leverage = (net operating revenue variable operating costs and expenses) / operating income (Note 5)
  • (2) Financial Leverage = operating income / (operating income / interest expenses)
  • Note 3: When the above formula for calculation of earnings per share is used during measurement, give special attention to the following matters:
    1. Measurement should be based on the weighted average number of common shares, not the number of issued shares at year end.
    1. In any case where there is a cash capital increase or treasury stock transaction, the period of time in circulation shall be considered in calculating the weighted average number of shares.
    1. In the case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the capital increase.
    1. If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be subtracted from the net profit after tax, or added to the net loss after tax. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from the net profit after tax; if there is loss, then no adjustment need be made.

Note 4: Give special attention to the following matters when carrying out cash flow analysis:

    1. Net cash flow from operating activities means net cash inflow amounts from operating activities listed in the statement of cash flows.
    1. Capital expenditures means the amounts of cash outflows for annual capital investment.
    1. Inventory increase will only be entered when the ending balance is larger than the beginning balance. An inventory decrease at year end will be deemed zero for calculation.
    1. Cash dividend includes cash dividends from both common shares and preferred shares.
    1. Gross property, plant and equipment value means the total value of property, plant and equipment prior to the subtraction of accumulated depreciation.
  • Note 5: Issuers shall separate operating costs and operating expenses by their nature into fixed and variable categories. When estimations or subjective judgments are involved, give special attention to their reasonableness and to maintaining consistency.
  • Note 6: In the case of a company whose shares have no par value or have a par value other than NT\$10, for the calculation of the above-mentioned paid-in capital ratio, the ratio of equity attributable to owners of the parent as stated in the balance sheet shall be substituted.

6.3 Audit Committee's Review Report

To: 2021 Annual General Meeting

Evergreen Steel Corporation

The Board of Directors has prepared the Company's 2020 business report, financial report, and proposal for distribution of earnings. The CPA of Deloitte & Touche has audited the financial report and issued the audit report.

The above business report, financial report, and proposal for distribution of earnings have been reviewed and determined to be correct and accurate by the Audit Committee members of Evergreen Steel Corporation. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Evergreen Steel Corporation

Convener of the Audit Committee: Lee, Kuan-Hsien

Date: March 10, 2021

6.4 Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditors' Report:

Please refer to page 116~192 Appendix 1. 141 -212

6.5 The Parent Company Only Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditors' Report:

Please refer to page 193~270 Appendix 2. 213 -287

6.6 The Company Should Disclose the Financial Impact if the Company and Its Affiliated Companies Have Incurred Financial or Cashflow Difficulties in 2020 and as of the Date of this Annual Report: None.

. Review of Financial Conditions, Financial Performance, and Risk Management

7.1 Analysis of Financial Status

Unit: NT\$ thousands

Year Difference
Item 2020 2019 Amount %
Current Assets 10,685,235 7,451,105 3,234,130 43.40%
Property, Plant and
Equipment
3,408,410 3,689,276 (280,866) -7.61%
Intangible Assets 2,739,716 903,932 1,835,784 203.09%
Other Assets 7,219,841 6,126,603 1,093,238 17.84%
Total Assets 24,053,202 18,170,916 5,882,286 32.37%
Current Liabilities 5,409,465 2,801,423 2,608,042 93.10%
Non-current Liabilities 1,846,168 523,935 1,322,233 252.37%
Total Liabilities 7,255,633 3,325,358 3,930,275 118.19%
Capital Stock 3,994,260 3,994,260 0 0.00%
Capital Surplus 396,542 356,431 40,111 11.25%
Retained Earnings 8,537,942 8,288,354 249,588 3.01%
Other Equity Interest 1,166,184 170,886 995,298 582.43%
Treasury Stock (93,113) (119,045) 25,932 -21.78%
Non-controlling Interest 2,795,754 2,154,672 641,082 29.75%
Total Equity 16,797,569 14,845,558 1,952,011 13.15%

Analysis of changes in financial ratios (by more than 20% and NT\$10 million):

    1. Current assets: Overall revenue growth has led to increases in accounts receivable and contract asset.
    1. Increase in intangible assets: Mainly because Ever Ecove Corp. (our subsidiary) was building the biomass energy center and the cost was recognized as intangible assets –service concession arrangements.
    1. Current liabilities: Mainly due to an increase in short-term loans and issuance of commercial paper for the company's operational needs.
    1. Increase in non-current liabilities: Mainly due to Ever Ecove Corp., our subsidiary, took out more long-term loans to build the biomass energy center.
    1. Increase in other equity interest: Mainly due to the increase in the fair value of the listed/unlisted stocks held by the Company.
    1. Decrease in treasury stock: Mainly due to the sales of treasury stocks.
    1. Increase in non-controlling interest: Mainly due to Ever Ecove Corp., our subsidiary, issued common stocks for cash.

7.2 Analysis of Financial Performance

Unit: NT\$ thousands

Year Difference
Item 2020 2019 Amount %
Operating Revenue 9,349,649 8,268,207 1,081,442 13.08
Operating Cost 7,323,348 6,391,303 932,045 14.58
Gross Profit 2,026,301 1,876,904 149,397 7.96
Operating Expenses 491,989 540,780 (48,791) (9.02)
Operating Profit 1,534,312 1,336,124 198,188 14.83
Non-operating Income and
Expenses
200,503 278,087 (77,584) (27.90)
Profit before Income Tax 1,734,815 1,614,211 120,604 7.47
Income Tax Expense 330,556 288,253 42,303 14.68
Profit for the Year 1,404,259 1,325,958 78,301 5.91
Other Comprehensive
Income
1,059,234 (16,747) 1,075,981 (6,424.92)
Total Comprehensive
Income for the Year
2,463,493 1,309,211 1,154,282 88.17

Analysis of changes in financial ratios:

  1. Decrease in non-operating income and expenses: Due to a drop in dividend income in 2020 from 2019.

  2. Increase in other comprehensive income (net value after tax): Mainly due to an increase in unrealized gains from investments in equity instruments measured at fair value through other comprehensive income in 2020 from 2019.

7.3 Analysis of Cash Flow

7.3.1 Cash Flow Analysis of the Current Year

Unit: NT\$ thousands

Cash and Cash
Equivalents,
Net Cash Flow from Annual Net Cash
Flow from
Cash Surplus Leverage of Cash
Surplus (Deficit)
Beginning of Year
(1)
Operating Activities
(2)
Investment and
Financing
Activities (3)
(Deficit)
(1)+(2)-(3)
Investment
Plans
Financing
Plans
3,359,052 (289,568) 1,149,799 4,219,283 None None
  1. Analysis of cash flow deviation

(1) Operating Activities: Net cash outflow due to the increase in contract assets, which resulted in cash outflow from operating activities.

(2) Investment Activities: Net cash outflow mainly due to Ever Ecove Corp. (our subsidiary) invested

the construction/service cost (intangible asset –service concession arrangements) in the Taoyuan Biomass Energy Plant BOT project.

  • (3) Financing Activities: Net cash inflow due to an increase in the company's total loans.
    1. Leverage of cash deficit: None.

7.3.2 Cash Flow Analysis of the Coming Year

Unit: NT\$ thousands

Cash and Cash Net Cash Flow from Annual Net Cash
Flow from
Cash Surplus Leverage of Cash
Surplus (Deficit)
Equivalents,
Beginning of Year
(1)
Operating Activities
(2)
Investment and
Financing
Activities (3)
(Deficit)
(1)+(2)-(3)
Investment
Plans
Financing
Plans
4,219,283 1,406,415 (1,489,012) 4,136,686 None None
  1. Analysis of cash flow deviation

(1) Operating activities: Estimated net cash inflow from operations.

  • (2) Investing activities: Net cash outflow mainly due to Ever Ecove Corp. (our subsidiary) invested the construction in the Taoyuan Biomass Energy Plant BOT project.
  • (3) Financing activities: Estimated net cash outflow mainly due to repay loans.

  • Leverage of dash deficit: None.

7.4 Impact of Major Capital Expenditure Items in the Most Recent Year to the Financial Status:

The capital in the "Taoyuan Biomass Energy Plant BOT (build-operate-transfer) project" the Group participated in came from equity funds and bank loans. The Group has signed a syndicated loan contract with the group of lending banks (led by Hua Nan Bank). The plant is estimated to complete in January, 2022 and once it begins operation, Taoyuan City will be able to handle its waste disposal by itself. The plant is expected to have the capacity to use thermal treatment on 219,000 metric tons of waste per year, anaerobic digestion on 91,250 metric tons of waste and solidify more than 25,000 cubic meters of waste before sending it to landfill. In addition, the waste will be used to generate renewable energy and the plant is estimated to generate 200 million kWh (sufficient for around 60,000 households), help turning Taoyuan into a green and low emission city and generating steady profit for the Group.

7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year:

The Group reinvestments in the last year were mainly investments in related enterprises and investments for operational diversification purposes. The 2020 share of profit of associates and joint ventures accounted for using the equity method is NT\$25.09 million. So far, the Group does not have any investment plan for the coming year.

7.6 Analysis of Risk Management during the Latest Year and up to the Printing Date of this Annual Report

7.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures:

The major interest rate risk this Group faces comes from floating rate loans with some of the risk offset by cash and cash equivalents at floating interest rates this Group owns. On the other hand, this Group is in the industry that relies on domestic demand and therefore is more conservative when it comes to the management and hedging of foreign currency funds. Our financial staff stays in close contact with banks and keeps track of the trends of foreign exchange rates to avoid any adverse effect from the changes in foreign exchange rates. In the current economy, the inflation rate in Taiwan is relatively low and therefore the fluctuations in interest rates, foreign exchange rates, and inflation do not have a significant impact on this Group's profit.

7.6.2 Policies, Main Cause of Gain or Loss and Future Response Measures with Respect to High-risk, Highly-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions:

This Group always focuses on its core business development and is pragmatic in running the business. It also follows a conservative fiscal policy and does not engage in high-risk or highly-leveraged investments. When loaning money to others, making endorsements or trading derivatives, this Group also follows the law as well as its own protocols.

7.6.3 Future Research & Development Projects and Corresponding Budget

The products in our steel structure business are manufactured based on the building structural designs provided by clients (proprietors). Even though this Group does not have a dedicated R&D department, when clients are requesting products with high technological requirement or are innovative, this Company will discuss and conduct research on the manufacturing technologies and overcome any challenges in manufacturing by developing or innovating manufacturing technologies to reduce costs, ensure construction quality and complete the project on schedule. The environmental protection business this Group reinvests in also does not have a dedicated R&D department or staff but still assigns full-time employees to gain new knowledge, visit other companies in the same industry both domestic and abroad for the purpose of learning, and explore ways to update treatment facilities or improve treatment processes to increase performance and maintain a competitive edge.

7.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales

This Group follows both domestic and international laws in its daily operations and keeps a close eye on policy trends and regulation amendments to be prepared for any changes in the market. As Taiwan and countries worldwide are tightening their environmental regulations and policies, it will only boost demand in the environmental protection industry. This Group also keeps a close eye on the development of technologies and its industry and collects information on such developments and changes, which will serve as reference as the management makes business decisions, adjusts strategies, and formulates countermeasures. As of the date of publication of this annual report in the most recent year, this Group's finance has not suffered any adverse effects resulting from changes in policies and regulations both domestic and abroad.

7.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales:

This Group keeps a close eye on the development of technologies and its industry and collects information on such development and changes, which will serve as reference as the management makes business decisions, adjusts strategies, and formulates countermeasures. In the most recent year, this Group's finance has not suffered any adverse effects resulting from changes in technologies.

7.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company's Response Measures:

Since its inception, the Group has consistently maintained a professional ethical business philosophy, valued its corporate image and emphasized risk control. Currently, there is no significant foreseeable crisis.

7.6.7 Expected Benefits from, Risks Relating to, and Response to Merger and Acquisition Plans:

Currently, the Company has no merger and acquisition plan.

7.6.8 Expected Benefits from, Risks Relating to, and Response to Factory Expansion Plans:

Ever Ecove Corp. was incorporated in August, 2008. The Company has worked with Taoyuan City Government on the triple-function (anaerobic fermentation, incinerator and bottom ash solidification/landfill plant) biomass energy plant BOT project on a 4.38-hectare lot reserved for environmental protection facilities inside the Taoyuan Science Park. After the plant's completion, Taoyuan City will be able to dispose of its waste independently and solve the city's waste disposal problem. The plant is expected to have the capacity to use thermal treatment on 219,000 metric tons of waste per year, anaerobic digestion on 91,250 metric tons of waste, and solidify more than 25,000 cubic meters of waste before sending it to landfills. In addition, the waste will be used to generate renewable energy and the plant is estimated to generate 200 million kWh (sufficient for around 60,000 households). Once the plant begins operation officially, it is estimated to bring in NT\$200 million in net profit after tax annually, generating profit steadily as this Group's reinvested business. This investment project is estimated to complete payback in 15 years. In addition, as the main equipment in this project was purchased from foreign suppliers, the manufacturing and delivery of this equipment may be delayed due to the COVID-19 pandemic. Even though this means that the plant's completion may be delayed, the project is expected to complete 2 months after the scheduled completion date. Meanwhile, this Company will follow the contract provisions to request an extension in the construction period.

  • 7.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration:
    1. Risks relating to excessive concentration of purchasing sources;

A steel structure business requires materials such as steel plates (strips), beams, welding consumables, shear studs, bolts and paint. This Company purchases steel plates (strips) mainly from China Steel Corp. and Dragon Steel Corp. With these two companies as the main steel plate/strip manufacturers in Taiwan, this Company enjoys a bulk discount from them. The main manufacturers for beams in Taiwan are Tung Ho Steel Enterprise Corp. and Dragon Steel Corp, which have been long-time suppliers for this Company with consistent supplies. This Company has the following countermeasures for risks relating to excessive concentration of purchasing sources:

A. Risk of materials being out of stock:

Countermeasure: Has more than 2 suppliers for the same materials

China Steel Corporation provides quality steel plates with consistent pricing and steady supplies. Therefore, it is on the top of the supplier list when it comes to steel plates. This Company will only seek alternative suppliers if China Steel Corporation does not have enough stock. That is why this Company appears to have excessive concentration of purchasing sources. In addition, when purchasing from China Steel Corporation and Dragon Steel Corporation, this Company also purchases from other distributors and suppliers to decrease such concentration. This Company regularly conducts business with suppliers and therefore when the demand is higher during construction projects, it will be easier for this Company to purchase the materials and more likely to get a discount. This helps reduce purchase costs and ensures the supply of materials.

B. Risk of price monopoly

Countermeasure: Keep track of the steel price fluctuations

This Company has full-time employees dedicated to collecting quotes on steel from companies both domestic and abroad to keep track of the fluctuations in steel prices. This Company can adjust its procurement strategy dynamically and adjust the monthly/quarterly purchase volume to get the best prices from suppliers as early as possible and maximize profit from construction projects.

Based on the above, our countermeasure against excessive concentration of purchasing sources can not only enhance our relationship with suppliers, it can also ensure the supply of materials. This countermeasure also allows this Company to purchase steel at the best price to reduce operating costs and minimize the risk of excessive concentration of purchasing sources.

The environmental protection business mainly engages in the disposal of medical, industrial and municipal waste. It has a steady supply of main raw materials and maintains good working relationships with all suppliers to ensure uninterrupted supply of materials. It also works with other suppliers to an extent to diversify purchasing sources. Overall, the environmental protection business has been working with these suppliers with excellent quality and punctual delivery for years. With multiple suppliers for all raw materials, this business does not have the risk of excessive concentration of purchasing sources for raw materials.

  1. Risk of excessive customer concentration:

Our steel structure business manufactures products to order. It requires a high amount of capital and longer lead time with revenue being realized over time. Excessive customer concentration is a feature of this business. However, the main clients come and go as construction projects begin and end. For the environmental protection business, in addition to collecting, incinerating and disposing of waste for our clients, the Company has also signed a BOO contract with Taoyuan City Government and power sales agreement with Taipower. With the main customers being government institutions, the BOO contract having protective clause, and power sales conducted in accordance with regulations, this Group does not have the problem of excessive customer concentration.

  • 7.6.10 Effects of, Risks Relating to, and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%: None
  • 7.6.11 Effects of, Risks Relating to and Response to the Changes in Management Rights: None.
  • 7.6.12 In regard to litigations or non-litigations, the Company shall disclose major ongoing lawsuits, non-lawsuits or administrative lawsuits caused by the Company's directors, supervisors, general manager, de facto responsible person, shareholders with over 10% shareholding and the subsidiaries that have either reached final verdict or are still pending. If the litigation result may have a significant impact on shareholders' equity or securities prices, the Company shall disclose the facts in contention, claim amount, starting date of litigation, litigants, and the case status up to the printing date of this annual report: None.
  • 7.6.13 Other Major Risks and Countermeasures: None
  • 7.7 Other Important Matters: None.

. Special Disclosure

8.1 Summary of Affiliated Companies

8.1.1 Affiliated Companies Merger Business Report

  1. Affiliated Companies Organization Chart (December 31, 2020)

2. Basic Information of Affiliated Companies

December 31, 2020 Unit: Dollars

Company Date
Founded
Address Capital Main Business Activities
Hsin Yung
Enterprise
Corporation
1998.12.22 No. 16,
Songjiang N.
Rd., Zhongli
Dist., Taoyuan
City
NTD1,450,000,000 Waste disposal and co-generation
Super Max
Engineering
Enterprise Co.,
Ltd.
1980.01.31 14F-13, No. 79,
Sec. 1, Xintai 5th
Rd., Xizhi Dist.,
New Taipei City
NTD334,500,000 Waste clearance and disposal
Ming
Yu
Investment
Co., Ltd.
1998.03.31 9F, No. 100, Sec.
2, Chang'an
E.Rd.,
Zhongshan Dist.,
Taipei City
NTD103,500,000 Investment
activities
Ever Ecove
Corp.
2018.08.07 No. 16,
Songjiang N.
Rd., Zhongli
Dist., Taoyuan
City
NTD1,600,000,000 Waste disposal and co-generation
Kun
Lin
Engineering
Co., Ltd.
1994.08.25 10F, No. 271,
Wenchuan Rd.,
Zuoying Dist.,
Kaohsiung City
NTD100,000,000 Designing/planning/execution of
waste water, air and noise
prevention construction;
buying/selling/maintenance of
related equipment
Kun Shan 2007.03.15 China USD400,000
RATE: 28.48
Designing/manufacturing/installing
of waste water/exhaust equipment
and the manufacturing/installation
of various types of fitting pipes

Note 1: All affiliated companies, regardless of size, should be disclosed.

Note 2: Each related enterprise has a factory, and the sales value of the factory product exceeds 10% of the operating income of the control company. The name of the factory, the date of establishment, the address and the main products of the factory shall be added.

Note 3: If the affiliated company is a foreign company, the name and address of the company can be expressed in English. The date of establishment can also be expressed as the Western calendar year, and the amount of paid-in capital can be noted in foreign currency. (Indicate the exchange rate on the reporting date).

  1. Information about same shareholders of entities that are presumed to have a relationship of control or subordination: None.

  2. Sectors of Affiliated Companies:

This company mainly engages in steel structure construction projects while our subsidiaries mainly engage in general/industrial waste clearance and disposal as well as co-generation. Overall, our affiliated companies cover industries related to steel structure constructions and environmental protection.

  1. The Directors, Supervisors and President of Affiliated Companies

December 31, 2020 Unit: shares

Shareholding (Note 2)
Company Title (Note 1) Name and Representative
(Note 3)
Shares %
Chairman and
President
Evergreen Steel Corp.
Representative: Chang,
Wan-Chuan
99,266,577 68.46
Hsin
Yung Enterprise
Director Evergreen Steel Corp.
Representative: Lin,
Keng-Li
99,266,577 68.46
Corporation Director Wei-Dar Development Co.,
Ltd.
Representative: Lee,
Mon-Ling
1,256,652 0.87
Supervisor Ko, Lee-Ching 0 0
Chairman Evergreen Steel Corp.
Representative: Chang,
Wan-Chuan
16,098,034 48.13
Director Evergreen Steel Corp.
Representative: Lin,
Keng-Li
48.13
Super Max Engineering
Enterprise Co., Ltd.
Director Evergreen Steel Corp.
Representative: Tai,
Jin-Chyuan
16,098,034 48.13
Director Evergreen Steel Corp.
Representative: Liu,
Pang-En
16,098,034 48.13
Director Hsieh, Chia-Ying 600,000 1.79
Director Lin, Chi-Fa 23,137 0.07
Director Liao, Hsueh-Hsien 916,114 2.74
Supervisor Yeh, Jia-Chyuan - -
Supervisor Li, Sian-Rong 891,025 2.66
President Lin, Ren-Ming
Evergreen Steel Corp.
Chairman Representative: Liu,
Pang-En
10,350,000 100.00
Ming
Yu
Investment Co.,
Director Evergreen Steel Corp.
Representative: Lin,
Keng-Li
10,350,000 100.00
Ltd. Director Evergreen Steel Corp.
Representative: Chen,
Zhi-Zhe
10,350,000 100.00
Supervisor Evergreen Steel Corp.
Representative: Yeh,
Jia-Chuyan
10,350,000 100.00
Ever Ecove Corp. Chairman and
President
Evergreen Steel Corp.
Representative: Chen,
Zhi-Zhe
80,100,000 50.06
Director Evergreen Steel Corp.
Representative: Lin,
Keng-Li
80,100,000 50.06
Director Evergreen Steel Corp.
Representative: Chang,
Yen-I
80,100,000 50.06
Director Evergreen Steel Corp.
Representative: Tai,
Jin-Chyuan
80,100,000 50.06
Director CTCI Corporation
Representative: Liao,
Jung-Jhe
39,400,000 24.63
Director CTCI Corporation
Representative: Li,
Ding-Gho
39,400,000 24.63
Supervisor Ko, Lee-Ching - -
Supervisor Ecove Environment
Corporation
Representative:
Lin,
Meng-Zhi
8,000,000 5.00
Chairman Huang, Bi-Wei 430,553 4.31
Director Li, Hong-Yao 902,779 9.03
Kun Lin Engineering Co.,
Ltd.
Director Super Max Engineering
Enterprise Co., Ltd.
Representative:
Lin,
Ren-Ming
4,999,999 50.00
Supervisor Hsu, Chin-Kuan - -
Kun Shan
(China)
Chairman Kun Lin Engineering Co.,
Ltd.
Representative:
Huang,
Bi-Wei
USD400,000
RATE:28.48
100.00

Note 1: If the affiliated company is a foreign company, the position is equivalent.

Note 2: If the invested company is a joint stock company, please fill in the number of shares and shareholding ratio. Please fill in the capital amount and capital contribution ratio and indicate it.

  • Note 3: When the directors and supervisors are legal persons, relevant information of the representative should be disclosed.
    1. The Operating Overviews of Affiliated Companies (As of December 31, 2020)
Unit: NT\$ thousands
Company Capital Total Assets Total Liabilities Total Equity Operating
Revenue
Operating
Income (Loss)
Profit EPS
(Dollars)
Hsin Yung
Enterprise
Corporation
1,450,000 3,789,402 216,926 3,572,476 1,320,230 785,474 677,622 4.67
Super Max
Engineering
Enterprise Co.,
Ltd.
334,500 1,957,861 241,852 1,716,009 765,539 331,002 289,654 8.66
Ming Yu
Investment Co.,
Ltd.
103,500 407,197 3,089 404,108 7,749 7,474 5,746 0.56
Ever Ecove
Corp.-Note 3
1,600,000 3,042,018 1,482,437 1,559,581 - -26,302 -12,698 -
Kun Lin
Engineering
Co., Ltd.
100,000 608,430 306,830 301,600 571,888 59,438 50,198 5.02
Kun Shan
(China)
11,392 80,113 27,836 52,277 81,657 3,934 4,007 不適用

Note 1: All affiliated companies, regardless of size, should be disclosed.

Note 2: If the affiliated company is a foreign company, the relevant figures should be converted into NT\$ at the exchange rate on the reporting date. Note 3: Ever Ecove Corp. was incorporated in August, 2018 and does not generate any business revenue as its facility is still under construction.

  • 8.1.2 Consolidated Financial Statements Covering Affiliated Enterprises: Relevant information disclosed in the financial statements of the related business combination has been disclosed in the consolidated financial report in Appendix 1. The financial statements of the business combination are not prepared separately.
  • 8.1.3 Reports on Affiliations: None.
  • 8.2 The Company has carried out a private placement of securities during the latest year and up to the printing date of this annual report: None.

January 1, 2020 ~ April 30, 2021

8.3 Holding or disposal of shares in the company by the company's subsidiaries during the latest year and up to the printing date of this annual report:

Unit: NT\$ thousnads; % in shares
Subsidiary
(Note 1)
Paid-in
capital
Source
of
capital
Company's
holding
Date of
Acquisitio
n or
Disposal
Number
/value
of
shares
acquire
d (Note
2)
Number/valu
e of shares
disposed
(Note 2)
Number/valu
e of shares in
possession as
of the
publication
date of the
annual report
(Note 3)
Gain or
Loss
on
Investment
Pledge
created
(Note
4)
Financing
endorsemen
t made to a
subsidiary
Loan to a
subsidiar
y
2020 - 1,501,000
shares
52,535
26,445
Ming Yu
Investment
Co., Ltd.
103,500 Equity
fund
100% As of the
publicatio
n date of
this annual
report this
year
- 1,098,000
shares
66,154
1,401,000
shares
24,204
46,952 None None None

Note 1: Each subsidiary should be listed separately.

Note 2: The actual amount aquired or disposed.

Note : List the shares owned and disposed separately.

Note 4: Explain how it affects the company's financial performance and finances.

8.4 Other matters that require additional description: None

8.5 Any of the situations listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders'equity or the price of the company's securities, has occurred during the latest year and up to the printing date of this annual report: None.

【Appendix 1】

Consolidated Financial Statements and Report of Independent Accountants for the Year Ended December 31, 2020

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" for the year ended December 31, 2020 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard No. 10 "Consolidated Financial Statements". In addition, the information required to be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Consequently, Evergreen Steel Corporation did not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

EVERGREEN STEEL CORPORATION

By

KENG-LI LIN Chairman

March 10, 2021

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Evergreen Steel Corporation

Opinion

We have audited the accompanying consolidated financial statements of Evergreen Steel Corporation and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the "consolidated financial statements").

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Group's consolidated financial statements for the year ended December 31, 2020 are described as follows:

Project Revenue Recognition

The Group's project revenue mainly comes from providing steel structure engineering contracting business; and during the project contract period, the project revenue is recognized based on the degree of completion. Project revenue recognition from construction depends on the degree of completion of the project which involves subjective judgment which may result in profit or loss or certain risks that are not recognized in the correct period. Therefore, we identified the project revenue recognition as a key audit matter.

The main audit procedures that we performed for testing the project revenue recognition are as follows:

    1. We obtained an understanding of the design and implementation of the Company's project revenue evaluation method and control system by performing control tests.
    1. We selected the samples of the project revenue of the current year that are subjected to detailed tests, which included checking the price of the customer's construction contract for consistency and the adequacy of the completion ratio, and recalculated the degree of completion and verified the correctness of the project revenue.
    1. We performed analytical review of project revenue, and checked for major differences between the progress of the payment and the project contract.

Refer to Note 4 to the financial statements for the accounting policy on the assessment of construction contracts. Refer to Notes 5 and 25 for critical accounting judgments and key sources of estimation uncertainty.

Other Matter

We have also audited the parent company only financial statements of Evergreen Steel Corporation as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

    1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
    1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
    1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
    1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
    1. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Ching-Fu Chang and Yung-Hsiang Chao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 10, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars) CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
ASSETS Amount % Amount %
2020
ASSETS
CURRENT ASSETS
Amount
Cash and cash equivalents (Notes 4 and 6) \$ 4,219,283 18 \$ 3,359,052 19
Financial assets at amortized cost - current (Notes 4, 8 and 32)
CURRENT ASSETS
23,452 - 14,880 -
Contract assets - current (Notes 4, 23, 25 and 31)
Notes receivable (Notes 4 and 23)
4,190,973
126,910
17
-
2,759,083
52,900
15
-
Cash and cash equivalents (Notes 4 and 6)
Trade receivables, net (Notes 4, 9 and 23)
745,136 3 \$
529,610
4,219,283
3
Financial assets at amortized cost - current (Notes 4, 8 and 32)
Trade receivables from related parties, net (Notes 4, 9, 23 and 31)
151,458 1 24,260 23,452
-
Contract assets - current (Notes 4, 23, 25 and 31)
Other receivables (Note 27)
43,468 - 20,888 4,190,973
-
Inventories (Notes 4, 10 and 23)
Notes receivable (Notes 4 and 23)
Other current assets (Note 17)
1,008,758
175,797
4
1
657,541
32,891
4
126,910
-
Trade receivables, net (Notes 4, 9 and 23) 745,136
Trade receivables from related parties, net (Notes 4, 9, 23 and 31)
Total current assets
10,685,235 44 7,451,105 151,458
41
Other receivables (Note 27)
NON-CURRENT ASSETS
43,468
Inventories (Notes 4, 10 and 23)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7)
6,775,512 28 5,716,734 1,008,758
32
Investments accounted for using equity method (Notes 4 and 12)
Other current assets (Note 17)
Property, plant and equipment (Notes 4, 13 and 32)
150,799
3,408,410
1
14
152,141
3,689,276
1
175,797
20
Right-of-use assets (Note 14) 20,479 - 26,674 -
Total current assets
Investment properties (Notes 4, 15 and 32)
105,530 1 62,631 10,685,235
-
Intangible assets (Notes 4 and 16)
Deferred tax assets (Notes 4 and 27)
2,739,716
42,114
11
-
903,932
55,533
5
-
NON-CURRENT ASSETS
Refundable deposits
8,003 - 7,538 -
Other non-current assets (Note 17)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7)
117,404 1 105,352 6,775,512
1
Investments accounted for using equity method (Notes 4 and 12)
Total non-current assets
13,367,967 56 10,719,811 150,799
59
Property, plant and equipment (Notes 4, 13 and 32) 3,408,410
TOTAL
Right-of-use assets (Note 14)
\$ 24,053,202 100 \$ 18,170,916 100
20,479
Investment properties (Notes 4, 15 and 32)
Intangible assets (Notes 4 and 16)
LIABILITIES AND EQUITY
105,530
2,739,716
Deferred tax assets (Notes 4 and 27) 42,114
CURRENT LIABILITIES
Refundable deposits
Short-term borrowings (Note 18)
\$
690,000
3 \$
200,000
8,003
1
Short-term bills payable (Note 18)
Other non-current assets (Note 17)
1,799,171 7 399,869 2
117,404
Contract liabilities - current (Notes 4, 23, 25 and 31) 382,809 2 348,789 2
Notes payable, net (Note 23) 355,383 1 227,319 1
Total non-current assets
Trade payable, net (Notes 19 and 23)
Lease liabilities - current (Note 14)
1,172,977
8,756
5
-
990,976
9,307
13,367,967
6
-
Other payables (Notes 20 and 31) 406,764 2 353,467 2
TOTAL
Current tax liabilities (Notes 4 and 27)
175,916 1 144,213 \$ 24,053,202
1
Provisions - current (Note 21) 60,792 - 79,132 -
Current portion of long-term borrowings (Note 18)
Other current liabilities
300,000
56,897
1
-
-
48,351
-
-
LIABILITIES AND EQUITY
Total current liabilities 5,409,465 22 2,801,423 15
CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Short-term borrowings (Note 18)
Long-term borrowings (Note 18)
1,693,469 7 \$
352,342
690,000
2
Deferred tax liabilities (Notes 4 and 27)
Short-term bills payable (Note 18)
66,187
9,738
1
-
65,996
16,075
1
1,799,171
-
Lease liabilities - non-current (Note 14)
Contract liabilities - current (Notes 4, 23, 25 and 31)
Net defined benefit liabilities - non-current (Notes 4 and 22)
36,024 - 61,945 382,809
-
Notes payable, net (Note 23)
Guarantee deposits received
25,234 - 16,325 355,383
-
Other non-current liabilities
Trade payable, net (Notes 19 and 23)
15,516 - 11,252 -
1,172,977
Lease liabilities - current (Note 14)
Total non-current liabilities
1,846,168 8 523,935 8,756
3
Other payables (Notes 20 and 31)
Total liabilities
7,255,633 30 3,325,358 406,764
18
Current tax liabilities (Notes 4 and 27)
Provisions - current (Note 21)
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24)
175,916
60,792
Share capital 300,000
Current portion of long-term borrowings (Note 18)
Ordinary shares
3,994,260 16 3,994,260 22
Other current liabilities
Capital surplus
396,542 2 356,431 56,897
2
Retained earnings
Legal reserve
2,190,673 9 2,095,929 12
Total current liabilities
Unappropriated earnings
6,347,269 26 6,192,425 5,409,465
34
Total retained earnings 8,537,942 35 8,288,354 46
Other equity
NON-CURRENT LIABILITIES
(648) - (921) -
Exchange differences on translation of the financial statements of foreign operations
Long-term borrowings (Note 18)
Unrealized gain on financial assets at fair value through other comprehensive income
1,166,832 5 171,807 1,693,469
1
Deferred tax liabilities (Notes 4 and 27)
Total other equity
1,166,184 5 170,886 66,187
1
Treasury shares
Lease liabilities - non-current (Note 14)
(93,113) - (119,045) (1)
9,738
Net defined benefit liabilities - non-current (Notes 4 and 22)
Total equity attributable to owners of the Company
14,001,815 58 12,690,886 36,024
70
Guarantee deposits received
NON-CONTROLLING INTERESTS
2,795,754 12 2,154,672 25,234
12
Other non-current liabilities 15,516
Total equity
Total non-current liabilities
16,797,569 70 14,845,558 82
1,846,168
TOTAL \$ 24,053,202 100 \$ 18,170,916 100

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2020 2019
Amount % Amount %
OPERATING REVENUE (Notes 25 and 31) \$
9,349,649
100 \$
8,268,207
100
OPERATING COSTS (Notes 10, 26 and 31) (7,323,348) (78) (6,391,303) (77)
GROSS PROFIT 2,026,301 22 1,876,904 23
OPERATING EXPENSES (Notes 26 and 31)
Selling and marketing expenses
(246,318) (3) (335,165) (4)
General and administrative expenses
Expected credit (loss) gain
(232,940)
(12,731)
(2)
-
(243,522)
37,907
(3)
-
Total operating expenses (491,989) (5) (540,780) (7)
PROFIT FROM OPERATIONS 1,534,312 17 1,336,124 16
NON-OPERATING INCOME AND EXPENSES
Interest income
26,171 - 33,234 1
Other income (Notes 26 and 31)
Other (losses) gains (Note 26)
166,139
2,279
2
-
242,260
(22,297)
3
-
Finance costs
Share of profit of associates (Note 12)
(19,176)
25,090
-
-
(6,601)
31,491
-
-
Total non-operating income and expenses 200,503 2 278,087 4
PROFIT BEFORE INCOME TAX 1,734,815 19 1,614,211 20
INCOME TAX EXPENSE (Note 27) (330,556) (4) (288,253) (4)
NET PROFIT FOR THE YEAR 1,404,259 15 1,325,958 16
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 22)
Unrealized gain (loss) on investments in equity
(270) - (2,373) -
instruments at fair value through other
comprehensive income
Income tax relating to items that will not be
1,058,881 11 (12,830) -
reclassified subsequently to profit or loss
(Note 27)
54
1,058,665
-
11
475
(14,728)
-
-
(Continued)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2020 2019
Amount % Amount %
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
\$
711
- \$
(2,524)
-
(Note 27) (142)
569
-
-
505
(2,019)
-
-
Other comprehensive income (loss) for the year,
net of income tax
1,059,234 11 (16,747) -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
\$
2,463,493
26 \$
1,309,211
16
NET PROFIT ATTRIBUTABLE TO:
Owners of the Company \$
1,043,649
11 \$
947,437
11
Non-controlling interests 360,610 4 378,521 5
\$
1,404,259
15 \$
1,325,958
16
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company \$
2,037,957
22 \$
935,757
11
Non-controlling interests 425,536 4 373,454 5
\$
2,463,493
26 \$
1,309,211
16
EARNINGS PER SHARE (Note 28)
Basic \$
2.65
\$
2.44
Diluted \$
2.65
\$
2.44

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

ORPORATION AND SUBSIDIARIES
EVERGREEN STEEL C

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars) CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Company
Share Capital Retained Earnings Other Equity
Translation of the
Exchange
Differences
Financial
Unrealized Gain on
Financial Assets at
Through Other
Fair Value
Equity Attributable to Owners of the Company Unrealized Gain on
Other Equity
Exchange
Shares (In
Thousands)
Amount Capital Surplus Legal Reserve Unappropriated
Earnings
Foreign Operations
Statements of
Comprehensive
Income
Treasury Stock Total Non-controlling
Interests
Translation of the
Total Equity
Differences
BALANCE AT JANUARY 1, 2019 405,426 4,054,260
\$
286,082
\$
\$ 1,997,893
Share Capital
6,128,546
\$
50
\$
207,846
\$
Retained Earnings
(305,074)
\$
\$ 12,369,603 2,021,992
\$
\$ 14,391,595
Financial
Cash dividends distributed by the Company
Appropriation of 2018 earnings
Legal reserve
-
-
-
-
Shares (In
Thousands)
-
-
98,036
-
(98,036)
(810,852)
Amount
Capital Surplus
-
-
-
-
-
-
Legal Reserve
Unappropriated
Earnings
(810,852)
-
-
-
Foreign Operations
(810,852)
-
Statements of
Compensation related to treasury shares transferred to employees
BALANCE AT JANUARY 1, 2019
Treasury shares transferred to employees
Other changes in capital surplus
-
-
-
-
405,426
37,722
5,432
-
-
\$
-
-
4,054,260
286,082
-
-
\$
-
-
\$
-
47,815
1,997,893
6,128,546
85,537
5,432
\$
\$
-
-
85,537
5,432
50
Appropriation of 2018 earnings
Cash dividends from the Company
Legal reserve
- - 35,316 - - - - -
98,036
(98,036)
35,316
- 35,316
Cash dividends distributed by the Company
Cash dividends distributed by subsidiaries
- - - -
-
-
-
-
-
-
-
-
- -
-
(810,852)
-
(240,774) (240,774)
-
-
Net profit for the year ended December 31, 2019 - - - - 947,437 - - - 947,437 378,521 1,325,958
Other comprehensive loss for the year ended December 31, 2019, net of
Treasury shares transferred to employees
Other changes in capital surplus
income tax
- - - -
-
(2,345)
-
37,722
(971)
(8,364) -
-
(11,680) (5,067)
-
(16,747)
-
Compensation related to treasury shares transferred to employees
Total comprehensive income (loss) for the year ended December 31, 2019
- - - -
-
945,092
-
5,432
(971)
(8,364) -
-
935,757 373,454
-
1,309,211
-
Cash dividends from the Company
Dividends from claims extinguished by prescription
- - 93 -
-
-
-
35,316
-
- -
-
93 -
-
93
-
Disposal of treasury shares - - 35,447 - - - - 34,553 70,000 - 70,000
Cash dividends distributed by subsidiaries
Retirement of treasury shares
(6,000) (60,000) (43,661) -
-
-
-
-
-
- 103,661
-
- -
-
-
-
Net profit for the year ended December 31, 2019
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
- - - -
-
27,675
-
-
-
(27,675) -
-
947,437
-
- -
-
Other comprehensive loss for the year ended December 31, 2019, net of
BALANCE AT DECEMBER 31, 2019
399,426 3,994,260 356,431 2,095,929 6,192,425 (921) 171,807 (119,045) 12,690,886 2,154,672 14,845,558
Cash dividends distributed by the Company
Appropriation of 2019 earnings
income tax
Legal reserve
-
-
-
-
-
-
94,744
-
-
(94,744)
(793,071)
-
-
-
-
-
-
-
-
-
(2,345)
(793,071)
-
-
-
(793,071)
-
(971)
Total comprehensive income (loss) for the year ended December 31, 2019
Cash dividends from the Company
- - 4,998 -
-
-
-
-
-
- -
-
945,092
4,998
- 4,998
(971)
Dividends from claims extinguished by prescription
Cash dividends distributed by subsidiaries
- - - -
-
-
-
93
-
- -
-
- (274,940)
-
(274,940)
-
Changes in ownership interests in subsidiaries - - 8,510 - - - - - 8,510 490,486 498,996
Net profit for the year ended December 31, 2020
Disposal of treasury shares
- - - -
-
1,043,649
-
35,447
-
- -
-
1,043,649 360,610
-
1,404,259
-
Other comprehensive income (loss) for the year ended December 31, 2020,
Retirement of treasury shares
net of income tax
- - (6,000)
-
- (456)
(60,000)
(43,661)
273
994,491 -
-
994,308 64,926
-
1,059,234
-
Disposal of investments in equity instruments designated as at fair value
Total comprehensive income for the year ended December 31, 2020
- - - - 1,043,193 273 994,491 - 2,037,957 425,536 2,463,493
through other comprehensive income
Disposal of treasury shares
- - 26,603 -
-
-
-
-
-
- 25,932
-
27,675
52,535
- 52,535
-
Disposal of investments in equity instruments designated as at fair value
BALANCE AT DECEMBER 31, 2019
through other comprehensive income
- - 399,426
-
- (534)
3,994,260
356,431
-
534 -
2,095,929
6,192,425
-
- -
(921)
BALANCE AT DECEMBER 31, 2020 399,426 \$ 3,994,260 396,542
\$
2,190,673
\$
6,347,269
\$
(648)
\$
\$ 1,166,832 (93,113)
\$
\$ 14,001,815 2,795,754
\$
\$ 16,797,569

Changes in ownership interests in subsidiaries - - 8,510 - - - - - 8,510 490,486 498,996

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax \$
1,734,815
\$
1,614,211
Adjustments for:
Depreciation expense (investment properties included) 393,341 366,193
Amortization expense 7,017 8,543
Expected credit loss recognized (reversed) on trade receivables 12,731 (37,907)
Net gain on fair value changes of financial liabilities at fair value
through profit or loss - (594)
Treasury shares transferred to employees at cost - 5,432
Finance costs 19,176 6,601
Interest income (26,171) (33,234)
Dividend income (103,458) (173,044)
Share of profit of associates (25,090) (31,491)
Gain on disposal of long-term assets (573) (1,102)
Net loss on disposal of inventories 4,122 -
Impairment loss recognized on investment properties 3,417 23,678
Gain on lease modification - (52)
Changes in operating assets and liabilities
Increase in financial liabilities mandatorily classified as at fair value
through profit or loss - 451
Increase in contract assets (1,431,890) (377,594)
(Increase) decrease in notes receivable (74,010) 48,231
(Increase) decrease in trade receivables (355,455) 277,452
(Increase) decrease in other receivables (22,616) 18,380
(Increase) decrease in inventories (355,339) 182,305
(Increase) decrease in other current assets (142,906) 74,842
Increase (decrease) in contract liabilities 34,020 (597,712)
Increase (decrease) in notes payable 128,064 (115,226)
Increase (decrease) in trade payables 182,001 (43,775)
Increase (decrease) in other payables 50,916 (11,367)
(Decrease) increase in provisions (18,340) 41,432
Increase in other current liabilities 8,546 80,848
Decrease in net defined benefit liabilities (26,191) (49,519)
Increase in other non-current liabilities 4,264 1,356
Cash generated from operations 391 1,277,338
Interest received 26,207 33,996
Interest paid (30,977) (6,651)
Income tax paid (285,189) (375,322)
Net cash (used in) generated from operating activities (289,568) 929,361
(Continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income \$
(1,543)
\$
(407,580)
Proceeds from sale of financial assets at fair value through other
comprehensive income 1,646 142,254
Purchase of financial assets at amortized cost (9,562) (2,743)
Proceeds from sale of financial assets at amortized cost 990 355,800
Payments for property, plant and equipment (149,939) (442,087)
Proceeds from disposal of property, plant and equipment 854 1,910
(Increase) decrease in refundable deposits (465) 8,328
Payments for intangible assets
Proceeds from disposal of investment properties
(1,828,619)
-
(899,393)
8,077
(Increase) decrease in other non-current assets (12,052) 28,743
Other dividends received 103,458 173,044
Dividends received from associates 27,000 20,000
Net cash used in investing activities (1,868,232) (1,013,647)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bills payable 490,000 200,000
Proceeds from short-term borrowings 1,399,302 399,869
Proceeds from long-term borrowings 1,791,127 352,342
Repayments of long-term borrowings (150,000) -
Dividends received from subsidiaries (274,940) (240,774)
Increase in guarantee deposits 8,909 631
Repayment of principal portion of lease liabilities (9,825) (13,284)
Dividends paid to owners of the Company
Proceeds from disposal of treasury shares
(788,073)
52,535
(775,536)
-
Increase in non-controlling interests 498,996 -
Treasury shares sold to employees - 85,537
Dividends from claims extinguished by prescription - 93
Net cash generated from financing activities 3,018,031 8,878
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
860,231 (75,408)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
3,359,052 3,434,460
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR \$
4,219,283
\$
3,359,052

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Evergreen Steel Corporation ("the Company" formerly Evergreen Heavy Industrial Corporation, which was later renamed Evergreen E-Services Corporation and Evergreen Development Corporation) was incorporated in January 1973 as a company limited by shares under the Company Law of the Republic of China. The Company merged with Evergreen Superior Alloys Corporation on August 31, 1990. In 1993, the superior alloys division and related assets were transferred or sold to Gloria Material Technology Corporation (formerly Gloria Heavy Industrial Corporation). The Company merged with Ever Pioneer Steel Corporation on October 31, 1998. In 1998, management discontinued the operations of the container production division. On September 30, 2009, the Company merged with Green Steel Structure Corporation by issuing 4,993 thousand shares to acquire a minority interest holding of 5.72%. In this merger, the Company was the survivor entity.

In January 13 2020, the Company received approval from the Taipei Exchange (TPEx) for a domestic initial public offering and its ordinary shares were listed and traded on the Emerging Stock Board.

The Company repairs containers and manufactures and sells steel structures and related components.

The consolidated financial statements are presented in the Company's functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company's board of directors on March 10, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group's accounting policies:

Amendments to IAS 1 and IAS 8 "Definition of Material"

The Group adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to "could reasonably be expected to influence". Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.

b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021

New IFRSs Effective Date
Announced by IASB
Amendments to IFRS 4 "Extension of the Temporary Exemption from
Applying IFRS 9"
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
"Interest Rate Benchmark Reform - Phase 2"
Effective immediately upon
promulgation by the IASB
January 1, 2021
Amendment to IFRS 16 "Covid-19 - Related Rent Concessions" June 1, 2020

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group's financial position and financial performance and will disclose the relevant impact when the assessment is completed.

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date
New IFRSs Announced by IASB (Note 1)
"Annual Improvements to IFRS Standards 2018-2020" January 1, 2022 (Note 2)
Amendments to IFRS 3 "Reference to the Conceptual Framework" January 1, 2022 (Note 3)
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets To be determined by IASB
between an Investor and its Associate or Joint Venture"
IFRS 17 "Insurance Contracts" January 1, 2023
Amendments to IFRS 17 January 1, 2023
Amendments to IAS 1 "Classification of Liabilities as Current or January 1, 2023
Non-current"
Amendments to IAS 1 "Disclosure of Accounting Policies" January 1, 2023 (Note 6)
Amendments to IAS 8 "Definition of Accounting Estimates" January 1, 2023 (Note 7)
Amendments to IAS 16 "Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4)
before Intended Use"
Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5)
Contract"

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
  • 1) Amendments to IAS 1 "Classification of Liabilities as Current or Non-current"

The amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.

The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group's own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Group's own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32 "Financial Instruments: Presentation", the aforementioned terms would not affect the classification of the liability.

2) Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract"

The amendments specify that when assessing whether a contract is onerous, the "cost of fulfilling a contract" includes both the incremental costs of fulfilling that contract (for example, direct labor and materials) and an allocation of other costs that relate directly to fulfilling contracts (for example, an allocation of depreciation for an item of property, plant and equipment used in fulfilling the contract).

The Group will recognize the cumulative effect of the initial application of the amendments in the retained earnings at the date of the initial application.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group's financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
  • 3) Level 3 inputs are unobservable inputs for an asset or liability.
  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;
  • 2) Assets expected to be realized within 12 months after the reporting period; and
  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;
  • 2) Liabilities due to be settled within 12 months after the reporting period; and
  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

The Group engages in the construction business, which has an operating cycle of over one year, and the normal operating cycle applies when considering the classification of the Group's construction-related assets and liabilities.

d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the parent company and the entities controlled by the parent company (i.e., its subsidiaries). When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the parent company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the parent company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the parent company.

See Note 11 and Table 7 for detailed information on subsidiaries (including the percentages of ownership and main businesses).

e. Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity's functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purpose of presenting the consolidated financial statements, the functional currencies of the parent company and its foreign operations (including subsidiaries and associates that use currencies which are different from the currency of the parent company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the parent company and non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e., a disposal of the Company's entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

f. Inventories

Inventories consist of raw materials, supplies and inventory in transit. Inventories are stated at the lower of cost and net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

g. Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence and that is not a subsidiary nor an interest in a joint venture.

Investments in associates and joint ventures are accounted for using the equity method.

Under the equity method, investments in an associate and joint ventures are initially recognized at cost and adjusted thereafter to recognize the Group's share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group's share of equity of associates and joint ventures attributable to the Group.

Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Company subscribes for additional new shares of an associate and a joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group's proportionate interest in the associate and joint venture. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Group's ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from the investment and the carrying amount is net of impairment loss. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

Profits and loss resulting from the Group's downstream, upstream and sidestream transactions with its associates and joint ventures are recognized in the Group's consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

h. Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment loss.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

i. Investment properties

Investment properties are properties held to earn rental and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

For a transfer of classification from property, plant and equipment to investment properties, the deemed cost of an item of property for subsequent accounting is its carrying amount at the end of owner-occupation.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • j. Intangible assets
  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.

When the Group has a right to charge for the usage of concession infrastructure (as a consideration for providing construction services in a service concession arrangement), it recognizes this as an intangible asset. The intangible asset is subsequently measured at cost less accumulated amortization and any accumulated impairment loss.

2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

k. Impairment of property, plant and equipment, right-of-use asset and intangible assets

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of such assets is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value-in-use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. Reversals of impairment loss are recognized in profit or loss.

l. Financial instruments

Financial assets and financial liabilities are recognized the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to an acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

a) Measurement category

Financial assets are classified into the following categories: Financial assets at amortized cost and investments in equity instruments at FVTOCI.

i. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, and trade receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
  • ii) Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 12 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

ii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

-

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company's right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

b) Impairment of financial assets and contract assets

The Group recognizes a loss allowance for expected credit losses on financial assets and contract assets at amortized cost including trade receivables and contract assets.

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.

c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Group's own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the parent company's own equity instruments.

  • 3) Financial liabilities
  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

b) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

m. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

1) Onerous contracts

Onerous contracts are those in which the Group's unavoidable costs of meeting the contractual obligations exceed the economic benefits expected to be received from the contract. The present obligations arising under onerous contracts are recognized and measured as provisions.

2) Warranties

The contractual obligation of the warranty expenditure is expected to occur during the warranty period after the completion of the construction contracts. The Group sets out the provisions according to the warranty expenditure expected to occur during the warranty period. If the preparation is not enough, the current year's expenses shall be included.

3) Soil pollution and reclamation

The recognized of soil pollution and reclamation provisions was based on the maintenance time, area and characteristic of waste incineration plant to fit the best estimate of expenditures required to settle the Group's obligation on the balance sheet date. Provisions were measured at the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period.

n. Revenue recognition

The Group identifies contracts with the customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

The time interval of transfer of promised services to the customer and collection within one year will not adjust the transaction price for the part of significant financial restructuring.

1) Revenue from the sale of goods

Revenue from sale of goods comes from manufacturing and sale of steel bars. Sales of goods are recognized as revenue when the goods are shipped or delivered to customer because that is the time customer has full discretion over the manner of distribution and the price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently.

2) Construction contracts revenue

The Group recognizes revenue over time during the construction process. Because the cost of unit of the installation completion of the construction is directly related to fulfilling performance obligation, the Group uses the cost of unit of installation as the estimated total output incurred. The cost ratio is used to measure the progress of the completion, and after the inspection of the installation of the construction, income and cost are relatively recognized. The Group gradually recognizes contract assets during the construction process and transfers the amount to accounts receivable when issuing invoices. If the payment received for the construction project exceeds the amount, the difference is recognized as contract liability. The project retention fund is withheld by the customer as stated in the contract to ensure that the Group completes all contractual obligations and is recognized as contract assets until the Group satisfies the performance obligations.

3) Energy revenue

The Group signed Commission of Waste Incineration with Taoyuan City Government to deliver general waste from city government and general industrial waste from private enterprise. During operation, the Group will charge waste treatment service fee and recognize revenue from waste treatment. Meanwhile, it will bring out revenue of power generation from Taiwan Power Company.

4) Service concession revenue

The Group signed "Building, Operation and Transfer of Taoyuan City Biomass Energy Center Protocol" with Taoyuan City Government to build and operate infrastructure of biomass energy center. During operation phase, the Group recognizes revenue from waste treatment and power generation when actually providing the services of anaerobic digestion and heat treatment.

  • 5) Revenue from the rendering of services
  • a) The Group recognized service revenue from waste treatment as the service being provided.
  • b) Revenue from the rendering of services comes from providing container repair, renovation and storage services. Such service revenue is recognized when performance obligations are satisfied.
  • o. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than those stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

p. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee's incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

  • q. Employee benefits
  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liability are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability represents the actual deficit in the Group's defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

r. Share-based payment arrangements

The fair value at the grant date of the treasury shares transferred to employees is expensed on a straight-line basis over the vesting period, based on the Group's best estimates of the number of shares that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options. It is recognized as an expense in full at the grant date if vested immediately. The grant date of treasury shares transferred to employees is the date on which the board of directors approve the transaction.

s. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years' tax liabilities are added to or deducted from the current year's tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Construction Contracts

Contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date as the estimated total contract costs. Under the IFRS 15, incentives and penalties are considered as variables and shall be included in the contract revenue only when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The estimated total output units and contractual items are assessed and determined by management based on the nature of the work, expected sub-contracting charges, construction periods, processes, methods, etc., for each construction contract. Changes in these estimates might affect the calculation of the percentage of completion and related profit and loss from the construction contracts. Refer to Note 25 for related information.

6. CASH AND CASH EQUIVALENTS

December 31
2020 2019
Cash on hand \$
3,145
\$
3,246
Checking accounts and demand deposits 410,868 361,518
Cash equivalent
Time deposits 3,512,292 2,381,239
Commercial paper 292,978 613,049
\$
4,219,283
\$
3,359,052

The market rate intervals of time deposits in the bank at the end of the reporting period were as follows:

December 31
2020 2019
Time deposits 0.28%-0.825% 0.37%-1.9%

7. FINANCIAL ASSETS AT FVTOCI

December 31
2020 2019
Non-current
Domestic investments
Listed shares and emerging market shares
Unlisted shares
\$
5,744,880
881,433
\$
4,728,708
840,467
Foreign investments
Unlisted shares
149,199 147,559
\$
6,775,512
\$
5,716,734

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes.

The Group sold its investments to diversify risks in 2020 and 2019 and transferred a (loss) gain of \$(534) thousand and \$27,675 thousand, respectively, from other equity to retained earnings.

8. FINANCIAL ASSETS AT AMORTIZED COST

December 31
2020 2019
Current
Pledge deposits
Restricted bank deposits
\$
17,091
6,361
\$
13,890
990
\$
23,452
\$
14,880
  • a. The ranges of interest rates for pledge deposits were approximately 0.16%-0.825% and 0.77%-1.065% per annum as of December 31, 2020 and 2019, respectively.
  • b. Refer to Note 32 for information relating to investments in financial assets at amortized cost pledged as security.

9. TRADE RECEIVABLES

December 31
2020 2019
Trade receivables
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
\$
896,771
(177)
\$
554,416
(546)
\$
896,594
\$
553,870

The average credit period on sales of goods is 0 to 120 days. In determining the recoverability of a trade receivable, the Group considers the changes in the credit quality of the trade receivable since the date of credit was initially granted to the end of the reporting period. The allowance for bad debts refers to the past arrears records of the counterparty and the analysis of its current financial status to estimate the amount that cannot be recovered.

The Group applies the simplified approach for the allowance of expected credit loss prescribed by IFRS 9, which permits the use of a lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated using a provision matrix approach considering the past default experience of the debtor and an analysis of the debtor's current financial positions.

The Group writes off a trade receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable, e.g. when the debtor has been placed under liquidation, or when the trade receivables are over 365 days past due, whichever occurs earlier. The Group directly recognizes the impairment loss of related accounts receivable.

The following table details the Group's aging of trade receivables.

December 31, 2020

Amount Without Sign of Default Amount with
0 to 60 Days 61 to 90 Days 91 to 120
Days
Over 120
Days
Sign of
Default
Total
Expected credit loss rate 0.02% 0.49% 10% - -
Gross carrying amount
Loss allowance (Lifetime
\$ 890,842 \$
5,889
\$
40
\$ - \$ - \$ 896,771
ECL) (144) (29) (4) - - (177)
Amortized cost \$ 890,698 \$
5,860
\$
36
\$ - \$ - \$ 896,594

December 31, 2019

Amount Without Sign of Default Amount with
0 to 60 Days 61 to 90 Days 91 to 120
Days
Over 120
Days
Sign of
Default
Total
Expected credit loss rate 0.1% - - - -
Gross carrying amount
Loss allowance (Lifetime
\$ 552,300 \$
1,922
\$ - \$
194
\$
-
\$ 554,416
ECLs (546) - - - - (546)
Amortized cost \$ 551,754 \$
1,922
\$ - \$
194
\$
-
\$ 553,870

The above is an aging analysis based on the account opening date.

The above aging schedule was based on the ledger date. The movements of the loss allowance of trade receivables were as follows:

For the Year Ended December 31
2020 2019
Balance at January 1
Less: Net remeasurement of loss allowance
\$
546
(369)
\$
14,595
(14,049)
Balance at December 31 \$
177
\$
546

10. INVENTORIES

December 31
2020 2019
Raw material
Supplies
Inventory in transit
\$
979,728
21,827
7,203
\$
629,464
26,101
1,976
\$
1,008,758
\$
657,541

The cost of inventories, excluding the cost from steel structure industry, recognized as operating cost for the years ended December 31, 2020 and 2019 was \$980,890 thousand and \$1,020,036 thousand, respectively.

The cost of goods sold which included the inventory reversals and disposals is as follows:

For the Year Ended December 31
2020 2019
Inventory write-downs (reversed)
Loss of inventory scrapped and physical inventories
\$
1,495
2,627
\$ (24,864)
-
\$
4,122
\$ (24,864)

Previous write-downs were reversed as a result of sold of inventory that had been write-downs.

11. SUBSIDIARIES

a. Subsidiaries included in the consolidated financial statements

% of Ownership
December 31
Investor Investee Main Business 2020 2019 Remark
The parent company Hsin Yung Enterprise
Corporation
Waste treatment, disposal and
cogeneration
68.46 68.46 -
Super Max Engineering
Enterprise Co., Ltd.
Waste collection, treatment
and disposal
48.13 48.12 1)
Ming Yu Investment
Corporation
Investment activities 100.00 100.00 -
Ever Ecove Corporation Waste treatment, disposal and
cogeneration
50.06 70.00 2)

Remark:

  • 1) The Group holds a 48.13% interest in Super Max Engineering Enterprise Co., Ltd. The Group occupies more than half of the board's seats and has the practical ability to direct the relevant activities of Super Max Engineering Enterprise Co., Ltd. Therefore, the Group deems it a subsidiary.
  • 2) Ever Ecove Corporation handled a cash capital increase at the end of November 30, 2020. The Company did not subscribe for new shares based on the shareholding ratio. After the capital increase, the shareholding ratio dropped to 50.06%.
  • b. Subsidiaries excluded from the consolidated financial statements: None.

12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

December 31
2020 2019
Associates that are not individually material
Kun Lin Engineering Co., Ltd. \$
150,799
\$
152,141
Proportion of Ownership and
Voting Rights
December 31
Name of Associate 2020 2019
Kun Lin Engineering Co., Ltd. 50% 50%

Aggregate information of associates that are not individually material

For the Year Ended December 31
2020 2019
The Group's share of:
Net income for the year \$
25,090
\$
31,491

The Group holds 50% of the issued share capital of Kun Lin Engineering Co., Ltd and controls 50% of the voting power in general meetings. According to the agreement made by the shareholders, the other shareholders control the composition of the board of directors of Kun Lin Engineering Co., Ltd and, therefore, the Group does not have control over them. The directors of the Company, however, consider that the Group does exercise significant influence over Kun Lin Engineering Co; therefore, the Group accounts them as associates.

13. PROPERTY, PLANT AND EQUIPMENT

Freehold Land Land
Improvements
Buildings Machinery and
Equipment
Transportation
Equipment
Other
Equipment
Total
Cost
Balance at January 1, 2020
Additions
Disposals
Reclassification
Transferred to investment
properties
\$ 1,845,363
-
-
-
(48,318)
\$
167,888
-
-
(1,288)
-
\$ 2,427,747
5,300
(17)
80,296
-
\$ 4,697,858
15,244
(12,764)
32,431
-
\$
108,289
4,917
(3,407)
-
-
\$
82,598
11,958
(4,108)
1,082
-
\$ 9,329,743
37,419
(20,296)
112,521
(48,318)
Balance at December 31,
2020
\$ 1,797,045 \$
166,600
\$ 2,513,326 \$ 4,732,769 \$
109,799
\$
91,530
\$ 9,411,069
Accumulated depreciation
and impairment
Balance at January 1, 2020
Disposals
Depreciation expense
Balance at December 31,
2020
\$
-
-
-
\$
-
\$
127,031
-
4,325
\$
131,356
\$ 1,656,486
(39)
95,571
\$ 1,752,018
\$ 3,740,399
(12,489)
261,295
\$ 3,989,205
\$
66,575
(3,402)
11,556
\$
74,729
\$
49,976
(4,085)
9,460
\$
55,351
\$ 5,640,467
(20,015)
382,207
\$ 6,002,659
Carrying amount at
December 31, 2020
\$ 1,797,045 \$
35,244
\$
761,308
\$
743,564
\$
35,070
\$
36,179
\$ 3,408,410
Cost
Balance at January 1, 2019
Additions
Disposals
Reclassification
Transferred from
\$ 1,648,693
-
-
-
\$
134,965
-
-
32,923
\$ 2,159,002
34,640
(20,671)
142,757
\$ 4,516,201
15,383
(16,828)
183,102
\$
103,166
16,161
(12,381)
1,343
\$
68,443
11,883
(1,623)
3,895
\$ 8,630,470
78,067
(51,503)
364,020
investment properties
Balance at December 31,
196,670 - 112,019 - - - 308,689
2019
Accumulated depreciation
and impairment
\$ 1,845,363 \$
167,888
\$ 2,427,747 \$ 4,697,858 \$
108,289
\$
82,598
\$ 9,329,743
Balance at January 1, 2019
Disposals
Depreciation expense
Transferred from
\$
-
-
-
\$
123,087
-
3,944
\$ 1,531,078
(15,195)
78,580
\$ 3,506,703
(14,649)
248,345
\$
67,243
(11,971)
11,303
\$
43,856
(1,624)
7,744
\$ 5,271,967
(43,439)
349,916
investment properties - - 62,023 - - - 62,023
Balance at December 31,
2019
\$
-
\$
127,031
\$ 1,656,486 \$ 3,740,399 \$
66,575
\$
49,976
\$ 5,640,467
Carrying amount at
December 31, 2019
\$ 1,845,363 \$
40,857
\$
771,261
\$
957,459
\$
41,714
\$
32,622
\$ 3,689,276

The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:

Land improvements 3-10 years
Buildings 2-55 years
Machinery and equipment 3-20 years
Transportation equipment 3-7 years
Other equipment 3-8 years

Due to the changes in the use of certain real estate, property, plant and equipment and investment property held by the Group, the net amount of some property, plant and equipment was \$48,318 thousand which was transferred to investment property for the year ended December 31, 2020. A part of the net amount of part of the investment property was \$246,666 thousand which was transferred to property, plant and equipment for the year ended December 31, 2019.

Property, plant and equipment pledged as collateral for bank borrowings were set out in Note 32.

14. LEASE ARRANGEMENTS

a. Right-of-use assets

December 31
2020 2019
Carrying amount
Land \$
19,476
\$
24,667
Buildings - -
Other equipment 1,003 2,007
\$
20,479
\$
26,674
For the Year Ended December 31
2020 2019
Additions to right-of-use assets \$
3,617
\$
17,945
Depreciation charge for right-of-use assets
Land \$
8,128
\$
6,338
Buildings - 4,702
Other equipment 1,004 1,004
\$
9,132
\$
12,044

Except for the aforementioned addition and recognized depreciation, the Company did not have significant sublease or impairment of right-of-use assets for the years ended December 31, 2020 and 2019.

b. Lease liabilities

December 31
2020 2019
Carrying amount (incremental borrowing rate at 1.1%)
Current \$
8,756
\$
9,307
Non-current \$
9,738
\$
16,075

c. Material lease-in activities and terms (the Group as lessee)

The Group leases land, buildings and equipment for the use of plants and manufacturing with lease term of 2 to 3 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease term. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor's consent.

d. Other lease information

For the Year Ended December 31
2020 2019
Expenses relating to short-term leases and low-value asset leases \$
14,812
\$
10,922
Total cash outflow for leases \$
24,862
\$
24,551

15. INVESTMENT PROPERTIES

Amount
Cost
Balance at January 1, 2020
Transfers from property, plant and equipment
\$
253,686
48,318
Balance at December 31, 2020 \$
302,004
Accumulated depreciation and impairment
Balance at January 1, 2020
Impairment losses recognized
Depreciation expense
\$ (191,055)
(3,417)
(2,002)
Balance at December 31, 2020 \$ (196,474)
Carrying amount at December 31, 2020 \$
105,530
Cost
Balance at January 1, 2019
Additions
Disposals
Transfers to property, plant and equipment
\$
573,033
-
(10,658)
(308,689)
Balance at December 31, 2019 \$
253,686
Accumulated depreciation and impairment
Balance at January 1, 2019
Impairment losses recognized
Disposals
Depreciation expense
Transfers to property, plant and equipment
\$ (235,004)
(23,678)
9,837
(4,233)
62,023
Balance at December 31, 2019 \$ (191,055)
Carrying amount at December 31, 2019 \$
62,631

The investment properties are depreciated using the straight-line method over 6-50 years.

The valuation was arrived by reference to market evidence of transaction prices for similar properties, it is fair value is as followed:

December 31
2020 2019
Fair value \$
200,106
\$
203,658

All of the Group's investment property were held under freehold interests. The investment properties pledged as collateral for bank borrowings were set out in Note 32.

16. INTANGIBLE ASSETS

December 31
2020 2019
Service concession arrangements (Note)
Computer software
\$
2,734,183
5,533
\$
894,269
9,663
\$
2,739,716
\$
903,932

Note: The subsidiary - Ever Ecove Corporation signed a construction service contract of "Building, Operation and Transfer of Taoyuan City Biomass Energy Center" with Taoyuan City Government, and the price of the right to charge public service users which was built by Ever Ecove Corporation, is classified as intangible assets - service concession arrangements. The construction period was from October 2018 to October 2021. Upon completion of construction, Ever Ecove Corporation shall provide operational services until October 2043. Upon expiration of the service concession arrangement, Ever Ecove Corporation shall return the right of management according to the contract and transfer the ownership of the built biomass energy center and related auxiliary facilities to Taoyuan City Government free of charge.

17. OTHER ASSETS

December 31
2020 2019
Current
Prepaid expenses
Prepayments
Tax credit
\$
28,779
96,949
50,069
\$
12,456
1,194
19,241
\$
175,797
\$
32,891
Non-current
Prepayments for equipment \$
117,404
\$
105,352

18. BORROWINGS

a. Short-term borrowings

December 31
2020 2019
Unsecured borrowings
Line of credit borrowings \$
690,000
\$
200,000

The range of effective interest rate on bank loans was 0.88%-0.9% and 0.95% per annum as of December 31, 2020 and 2019, respectively.

b. Short-term bills payable

December 31
2020 2019
Commercial paper
Less: Unamortized discounts on short-term bills payable
\$
1,800,000
(829)
\$
400,000
(131)
\$
1,799,171
\$
399,869

Outstanding short-term bills payable were as follows:

December 31, 2020

Promissory Institution Nominal
Amount
Discount
Amount
Carrying
Amount
Interest
Rate
Commercial paper
China Bills Finance Corporation
Mega Bills Finance Co., Ltd.
International Bills Finance
\$
600,000
600,000
\$
(390)
(189)
\$
599,610
599,811
0.848%
0.858%
Corporation 600,000 (250) 599,750 0.868%
\$
1,800,000
\$
(829)
\$
1,799,171
December 31, 2019
Promissory Institution Nominal
Amount
Discount
Amount
Carrying
Amount
Interest
Rate
Commercial paper
China Bills Finance Corporation
Mega Bills Finance Co., Ltd.
\$
200,000
200,000
\$
(66)
(65)
\$
199,934
199,935
0.918%
0.918%
\$
400,000
\$
(131)
\$
399,869
c. Long-term borrowings
December 31
2020 2019
Secured borrowings
Bank loans (Note 32) \$ 1,990,000 \$
370,000
Unsecured borrowings
Bank loans 20,000
2,010,000
-
370,000
Less: Current portion of long-term borrowing
Unamortized discount
(300,000)
(16,531)
-
(17,658)
\$ 1,693,469 \$
352,342
  • 1) The parent company borrowed \$300,000 thousand and \$100,000 thousand from Taiwan Business Bank which were secured by land and building mortgage guarantees. The loan maturity date is January 16, 2024. The effective interest rate was 0.893% and 1.195% per annum as of December 31, 2020 and 2019, respectively. Starting from the actual date of disbursement, the Company paid interest monthly during the first 3 years. On the fourth year, the principal with interest will be paid monthly for 2 years. The Company borrowed \$100,000 thousand for 2019, which made a full repayment of the debt in advance in January 2020.
  • 2) The parent company borrowed \$280,000 thousand from Cathay United Bank which was secured by building mortgage guarantees and unsecured borrowings of \$20,000 thousand. The loan term is from February 24, 2020 to June 28, 2021. Starting from the actual date of disbursement, the Company makes monthly amortized payments on principal and interest. The Company will fully repay the debt when it is due. The effective interest rate was 0.95%-1% per annum as of December 31, 2020.
  • 3) The parent company borrowed \$50,000 thousand from Taiwan Cooperative Bank which was secured by land, buildings mortgage guarantee. The loan term is from January 18, 2019 to January 18, 2021. Starting from the actual date of disbursement, the Company makes monthly amortized payments on principal and interest. The Company made a full repayment of the debt in advance in January 2020. The effective interest rate was 1.2% per annum as of December 31, 2019.
  • 4) In order to financing for the case of "Building, Operation and Transfer of Taoyuan City Biomass Energy Center Protocol", The subsidiary - Ever Ecove Corporation signed a syndicate loan of \$4,060,000 and the credit period is 15 years from the date of first drawdown with the syndicate bank formed by Hua Nan Bank on April 9, 2019. The loan will be repaid on the first period of 3 years and 6 months, and thereafter will be 1 period every 6 months, amortized in 24 periods.

19. TRADE PAYABLES

The average credit period on purchases of certain goods was 30 to 90 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

Retentions payable on construction contracts which are included in trade payables and are not bearing interest and are expected to be paid at the end of retention periods, which are within the normal operating cycle of the Group, usually more than twelve months after the reporting period. Refer to Note 23 for maturity analysis of retentions payable.

20. OTHER LIABILITIES

December 31
2020 2019
Current
Other payables
Payables for equipment \$
90,524
\$
-
Payable for repairs and maintenance 79,162 140,535
Payable for transportation fees 47,442 37,106
Payable for annual leave 36,017 31,992
Payable for compensation of employees and remuneration of
directors and supervisors 27,545 28,536
(Continued)

December 31
2020 2019
Payable for insurance expenses \$
20,107
\$
10,142
Payable for sales tax
Payable for professional fees
11,567
8,299
12,336
7,423
Payable for salaries or bonus 6,909 3,605
Payable for reward
Others
-
79,192
22,534
59,258
\$
406,764
\$
353,467
(Concluded)

21. PROVISIONS

December 31
2020 2019
Current
Warranties* \$
60,723
\$
56,115
Soil pollution and reclamation provisions - 15,600
Onerous contract - loss on construction 69 7,417
\$
60,792
\$
79,132

* The contractual obligation of the warranty expenditure is expected to occur during the warranty period after the completion of the construction contracts.

22. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees' individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Group in accordance with the Labor Standards Act is operated by the government of ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Group contribute amounts equal to 6% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee's name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the "Bureau"); the Group has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Group's defined benefit plans were as follows:

December 31
2020 2019
Present value of defined benefit obligation
Fair value of plan assets
\$
446,051
(410,027)
\$
458,782
(396,837)
Net defined benefit liability \$
36,024
\$
61,945

Movements in net defined benefit liability were as follows:

Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Net Defined
Benefit
Liability
Balance at January 1, 2019 \$
472,842
\$ (363,752) \$
109,090
Service cost
Current service cost 7,571 - 7,571
Net interest expense (income) 4,778 (3,827) 951
Recognized in profit or loss 12,349 (3,827) 8,522
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (11,350) (11,350)
Actuarial loss - changes in demographic
assumptions
28 - 28
Actuarial loss - changes in financial
assumptions 7,557 - 7,557
Actuarial loss - experience adjustments 7,582 (1,444) 6,138
Recognized in other comprehensive income 15,167 (12,794) 2,373
Contributions from the employer - (41,200) (41,200)
Benefits paid (24,736) 24,736 -
Company paid (16,840) - (16,840)
Balance at December 31, 2019 \$
458,782
\$ (396,837) \$
61,945
Balance at January 1, 2020 \$
458,782
\$ (396,837) \$
61,945
Service cost
Current service cost 7,184 - 7,184
Net interest expense (income) 3,346 (3,015) 331
Recognized in profit or loss 10,530 (3,015) 7,515
Remeasurement
Return on plan assets (excluding amounts
included in net interest)
- (12,662) (12,662)
Actuarial loss - changes in financial
assumptions 10,511 - 10,511
Actuarial loss - experience adjustments
Recognized in other comprehensive income
2,421
12,932
-
(12,662)
2,421
270
Contributions from the employer - (33,706) (33,706)
Benefits paid (36,193) 36,193 -
Balance at December 31, 2020 \$
446,051
\$ (410,027) \$
36,024

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:

For the Year Ended December 31
2020 2019
Operating cost
Operating expenses
\$
3,865
3,650
\$
3,787
4,735
\$
7,515
\$
8,522

Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets shall not be below the interest rate for a 2-year time deposit with local banks.
  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan's debt investments.
  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

December 31
2020 2019
Discount rate(s) 0.29%-0.5% 0.625%-0.75%
Expected rate(s) of salary increase 2%-3% 2%-2.86%
Turnover rate 0.1%-7.5% 0.1%-7.5%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation will decrease (increase) as follows:

December 31
2020 2019
Discount rate(s)
0.25% increase \$
(9,316)
\$
(9,997)
0.25% decrease \$
9,625
\$
10,336
Expected rate(s) of salary increase
0.25% increase \$
9,320
\$
10,037
0.25% decrease \$
(9,070)
\$
(9,760)

The sensitivity analysis previously presented may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that change in assumptions will occur in isolation of one another as some of the assumptions may be correlated.

December 31
2020 2019
Expected contributions to the plan for the next year \$
33,441
\$
38,007
Average duration of the defined benefit obligation 4.5-8.8 years 4.8-9.3 years

23. MATURITY ANALYSIS OF ASSETS AND LIABILITIES

The current/non-current classification of the Group's assets and liabilities relating to steel structure business was based on its operating cycle. The amount expected to be recovered or settled within one year after reporting period and more than one year after reporting period for related assets and liabilities are as follows:

Within 1 Year More Than 1
Year
Total
December 31, 2020
Assets
Notes receivable
Trade receivables
Inventory
Contracts assets - current
\$
126,203
635,261
986,652
3,468,046
\$
5,216,162
\$
-
-
-
722,927
\$
722,927
\$
126,203
635,261
986,652
4,190,973
\$
5,939,089
Liabilities
Notes payable
Trade payables
Contracts liabilities - current
\$
931
907,412
298,877
\$
1,207,220
\$
-
212,977
24,878
\$
237,855
\$
931
1,120,389
323,755
\$
1,445,075
December 31, 2019
Assets
Notes receivable
Trade receivables
Inventory
Contracts assets - current
\$
52,443
318,631
635,713
2,192,088
\$
3,198,875
\$
-
-
-
566,995
\$
566,995
\$
52,443
318,631
635,713
2,759,083
\$
3,765,870
Liabilities
Notes payable
Trade payables
Contracts liabilities - current
\$
6,655
763,468
241,181
\$
1,011,304
\$
-
179,249
56,327
\$
235,576
\$
6,655
942,717
297,508
\$
1,246,880

24. EQUITY

a. Share capital

Ordinary shares

December 31
2020 2019
Number of shares authorized (in thousands) 440,000 440,000
Shares authorized
Number of shares issued and fully paid (in thousands)
\$
4,400,000
399,426
\$
4,400,000
399,426
Shares issued \$
3,994,260
\$
3,994,260

On July 31, 2019, the Company's board of directors resolved that the subsidiary Ming Yu Corporation return the 6,000 thousand shares held by the Company with a physical reduction of capital. The above mentioned proposal of the retirement of 6,000 thousand treasury shares was approved and declared effective by the MOEA on September 2, 2019.

b. Capital surplus

December 31
2020 2019
May be used to offset a deficit, distributed as
cash dividends, or transferred to share capital (1)
Treasury share transactions
Consolidation excess
\$
333,208
51,956
\$
301,607
51,956
Only be used to offset a deficit
Changes in ownership interests in subsidiaries (2)
Expired employee share options
Unclaimed dividends
8,510
2,775
93
-
2,775
93
\$
396,542
\$
356,431
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company's capital surplus and to once a year).
  • 2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions or from changes in capital surplus of subsidiaries accounted for using the equity method.
  • c. Retained earnings and dividend policy

Under the dividend policy as set forth in the Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company's board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders' meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of compensation of employees and remuneration of directors and supervisors before and after amendment, refer to f. employee benefits expense in Note 26.

The Company's dividend policy is designed to meet present and future development projects and takes into consideration the investment environment, funding requirements, international or domestic competitive conditions while simultaneously meeting shareholders' interests. When there is no cumulative loss, the parent company shall distribute dividends at no less than 50% of the net profit. The way to distribute dividends could be either through cash or shares, and cash dividends shall not be less than 50% of the total dividends.

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company's paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company's paid-in capital, the excess may be transferred to capital or distributed in cash.

The appropriations of earnings for 2019 and 2018 which were approved in the shareholders' meetings on June 18, 2020 and May 30, 2019, respectively, were as follows:

Appropriation of Earnings
For the Year Ended
December 31
Dividends Per Share (NT\$)
For the Year Ended
December 31
2019 2018 2019 2018
Legal reserve
Cash dividends
\$
94,744
793,071
\$
98,036
810,852
\$
2
\$
2

The appropriation of earnings for 2020, which were proposed by the Company's board of directors on March 10, 2021, were as follows:

Appropriation
of Earnings
Dividends Per
Share (NT\$)
Legal reserve \$
104,266
Cash dividends 872,378 \$
2.2

The appropriation of earnings for 2020 is subject to resolution in the shareholders' meeting to be held on June 25, 2021.

d. Treasury shares

Shares
Transferred to
Employees
(In Thousands
of Shares)
Shares Held by
Subsidiary -
Ming Yu
Investment
Corporation
(In Thousands
of Shares)
Total
(In Thousands
of Shares)
Number of shares at January 1, 2020
Additions
Less
2,891
-
-
4,000
-
(1,501)
6,891
-
(1,501)
Number of shares at December 31, 2020 2,891 2,499 5,390
Carrying amount at December 31, 2020 \$
49,938
\$
43,175
\$
93,113
(Continued)

Shares
Transferred to
Employees
(In Thousands
of Shares)
Shares Held by
Subsidiary -
Ming Yu
Investment
Corporation
(In Thousands
of Shares)
Total
(In Thousands
of Shares)
Number of shares at January 1, 2019
Additions
Less
-
5,658
(2,767)
17,658
-
(13,658)
17,658
5,658
(16,425)
Number of shares at December 31, 2019 2,891 4,000 6,891
Carrying amount at December 31, 2019 \$
49,938
\$
69,107
\$
119,045
(Concluded)

1) For the year ended December 31, 2020, the Company's shares were held by its subsidiary-Ming Yu Investment Corporation. Ming Yu Investment Corporation sold 1,501 thousand shares to third parties. For the year ended December 31, 2019, the Company's shares were held by its subsidiary-Ming Yu Investment Corporation. Ming Yu Investment Corporation reduced its capital by returning 6,000 thousand shares to the Company and selling 5,658 thousand shares and 2,000 thousand shares, respectively, to the Company and third parties. The above mentioned shares totaled 13,658 thousand.

2) For the year ended December 31, 2019, the Company repurchased 5,658 thousand shares. The purpose of the repurchase was to transfer the shares to employees from the subsidiary - Ming Yu Investment Corporation, and the employees actually executed 2,767 thousand shares. For the year ended December 31, 2019, the treasury shares transferred to employees was \$5,432 thousand and the capital surplus - treasury shares was \$37,722 thousand which is recognized after the implementation and deduction of related transaction costs.

Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders' rights on these shares, such as the rights to dividends and to vote. The subsidiaries holding treasury shares, however, are bestowed shareholders' rights, except the rights to participate in any share issuance for cash and to vote.

25. REVENUE

For the Year Ended December 31
2020 2019
Construction contract revenue \$
7,117,905
\$
5,945,266
Revenue from waste treatment 1,642,248 1,702,168
Energy revenue 443,506 456,636
Revenue from containers repair 145,990 141,072
Revenue from the sale of goods - 23,065
\$
9,349,649
\$
8,268,207

a. Contact balances

December 31
2020 2019
Contract assets
Properties construction \$
3,036,146
\$
1,705,821
Retention receivable 1,192,876 1,078,211
Less: Allowance for impairment loss (38,049) (24,949)
\$
4,190,973
\$
2,759,083

The movements of the loss allowance of contract assets are as follows:

For the Year Ended December 31
2020 2019
Balance at January 1 \$
24,949
\$
48,807
Add: Net remeasurement of loss allowance (reversed) 13,100 (23,858)
Balance at December 31 \$
38,049
\$
24,949
December 31
2020 2019
Contract liabilities
Properties construction \$
323,755
\$
297,508
Waste treatment 59,054 51,281
\$
382,809
\$
348,789

b. Partially completed contracts

The transaction prices, excluding any estimated amounts of variable consideration that are constrained, allocated to the performance obligations that are not fully satisfied and the expected timing for recognition of revenue are as follows.

December 31,
2020
Property construction contracts
In 2021
In 2022
From 2023 to after years
\$
13,959,269
1,634,948
311,433
\$
15,905,650
December 31,
2019
Property construction contracts
In 2020
In 2021
From 2022 to after years
\$
7,592,530
4,354,436
475,851
\$
12,422,817

26. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS

a. Other income

For the Year Ended December 31
2020 2019
Dividends
Rental income
Others (Note 31)
\$
103,458
12,973
49,708
\$
173,044
17,808
51,408
\$
166,139
\$
242,260

b. Other gains and losses

For the Year Ended December 31
2020 2019
Gain on disposal of long-term assets
Net foreign exchange gains
Impairment loss on investment properties
Fair value changes of financial liabilities through profit or loss
Others
\$
573
11,128
(3,417)
-
(6,005)
\$
1,102
1,596
(23,678)
594
(1,911)
\$
(2,279)
\$ (22,297)

c. Finance costs

For the Year Ended December 31
2020 2019
Interest on bank loans \$
25,953
\$
4,011
Interest on commercial paper 7,180 2,435
Interest on lease liabilities 225 345
Less: Amounts included in the cost of qualifying assets (14,182) (190)
\$
19,176
\$
6,601

Information about capitalized interest is as follows:

For the Year Ended December 31
2020 2019
Capitalized interest amount \$
14,182
\$
190
Capitalization rate 1.3%-1.8% 1.4%-1.8%

d. Depreciation and amortization

For the Year Ended December 31
2020 2019
Property, plant and equipment
Investment property
\$
382,207
2,002
\$
349,916
4,233
Right-of-use assets 9,132 12,044
Intangible assets 7,017 8,543
\$
400,358
\$
374,736
An analysis of deprecation by function
Operating costs
Operating expenses
\$
380,612
12,729
\$
343,482
22,711
\$
393,341
\$
366,193
An analysis of amortization by function
Operating costs
Operating expenses
\$
2,791
4,226
\$
4,370
4,173
\$
7,017
\$
8,543

e. Employee benefits expense

For the Year Ended December 31
2020 2019
Post-employment benefits
Defined contribution plans
\$
17,733
\$
16,607
Defined benefit plans (Note 22)
Other employee benefits
7,515
685,946
8,522
625,875
Total employee benefits expense \$
711,194
\$
651,004
An analysis of employee benefits expense by function
Operating costs
Operating expenses
\$
353,591
357,603
\$
296,923
354,081
\$
711,194
\$
651,004

f. Compensation of employees and remuneration of directors and supervisors

According to the Articles of Incorporation of the Company, the Company accrued compensation of employees and remuneration of directors and supervisors at rates of no less than 0.5% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors and supervisors. The compensation of employees and the remuneration of directors and supervisors for the years ended December 31, 2020 and 2019, which were approved by the Company's board of directors on March 10, 2021 and March 16, 2020, respectively, are as follows:

Accrual rate

For the Year Ended December 31
2020 2019
Compensation of employees 0.50% 0.54%
Remuneration of directors and supervisors 0.44% 0.68%

Amount

For the Year Ended December 31
2020 2019
Cash Cash
Compensation of employees \$
5,745
\$
5,407
Remuneration of directors and supervisors 5,000 6,819

If there is a change in the amounts after the consolidated annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate in the following year.

The Company held board of directors' meetings on March 16, 2020 and March 14, 2019, and those meetings resulted in the actual amounts of the remuneration of directors and supervisors paid for 2019 and 2018 to differ from the amounts recognized in the financial statements for the years ended December 31, 2019 and 2018, respectively. The differences were adjusted to profit and loss in the following year.

For the Year Ended December 31
2019
2018
Compensation
of employees
Remuneration
of Directors
and
Supervisors
Compensation
of employees
Remuneration
of Directors
and
Supervisors
Amounts approved in the board
of directors' meeting
Amounts recognized in the
\$
5,407
\$
6,819
\$
5,659
\$
7,000
annual financial statements \$
5,407
\$
7,000
\$
5,659
\$
7,000

Information on the compensation of employees and remuneration of directors and supervisors resolved by the Company's board of directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

27. INCOME TAXES

a. Income tax recognized in profit or loss

Major components of tax expense recognized in profit or loss are as follows:

For the Year Ended December 31
2020 2019
Current tax
In respect of the current year \$
307,556
\$
288,803
Income tax on an additional tax of unappropriated earnings 9,321 6,563
Adjustments for prior years 15 127
316,892 295,493
Deferred tax
In respect of the current year 13,664 (7,240)
Income tax expense recognized in profit or loss \$
330,556
\$
288,253

A reconciliation of accounting profit and income tax expense is as follows:

For the Year Ended December 31
2020 2019
Profit before tax \$ 1,734,815 \$ 1,614,211
Income tax expense calculated at the statutory rate \$ 346,963 \$ 322,843
Nondeductible expenses in determining taxable income (3,453) (388)
Tax-exempt income (25,624) (35,750)
Additional income tax under the Alternative Minimum Tax Act 1,256 9,771
Income tax on an additional tax of unappropriated earnings 9,321 6,563
Unrecognized deductible temporary differences 1,277 (12,275)
Others 801 (2,638)
Adjustments for prior years' tax 15 127
Income tax expense recognized in profit or loss \$ 330,556 \$ 288,253

In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Group only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.

b. Current tax assets and liabilities

December 31
2020 2019
Current tax assets \$ \$
Tax refund receivable 30,262 8,534
Current tax liabilities \$ \$
Income tax payable 175,916 144,213

c. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2020

Recognized in
Other
Compre
Opening
Balance
Recognized in
Profit or Loss
hensive
Income
Closing
Balance
Deferred tax assets
Temporary differences
Defined benefit plans \$
7,797
\$
(5,238)
\$
54
\$
2,613
Payable for annual leave
Amortization of repairs and
6,141 762 - 6,903
maintenance expenses 3,675 26 - 3,701
Unrealized exchange gains or
losses 265 (241) - 24
Unrealized provisions 14,343 (2,198) - 12,145
Unrealized expenses 16,672 (8,369) - 8,303
Loss on market price decline 300 (300) - -
Loss carryforwards 6,340 2,085 - 8,425
\$
55,533
\$ (13,473) \$
54
\$
42,114
Deferred tax liabilities
Temporary differences
Unrealized exchange gains or
losses \$
1
\$
191
\$
-
\$
192
Reserve for land value
increment tax 65,995 - - 65,995
\$
65,996
\$
191
\$
-
\$
66,187

For the year ended December 31, 2019

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre
hensive
Income
Closing
Balance
Deferred tax assets
Temporary differences
Defined benefit plans \$
17,210
\$
(9,888)
\$
475
\$
7,797
Payable for annual leave
Amortization of repairs and
5,689 452 - 6,141
maintenance expenses 5,132 (1,457) - 3,675
(Continued)
Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre
hensive
Income
Closing
Balance
\$
-
5,460
14,026
300
-
\$
47,817
\$
265
8,883
2,646
-
6,340
\$
7,241
\$
-
-
-
-
-
\$
475
\$
265
14,343
16,672
300
6,340
\$
55,533
\$
-
65,995
\$
65,995
\$
1
-
\$
1
\$
-
-
\$
-
\$
1
65,995
\$
65,996
(Concluded)

d. Deductible temporary differences for which no deferred tax assets have been recognized in the consolidated balance sheets

December 31
2020 2019
Deductible temporary differences
Bad debts in excess of the limit \$
491,487
\$
486,040
Impairment loss on financial assets 145,079 145,079
Loss on market price decline 20,114 17,119
Unrealized gain on the transactions with subsidiaries 1,739 3,797
\$
658,419
\$
652,035

e. Income tax assessments

The income tax of the Group through 2018, except 2019, have been assessed by the tax authorities.

28. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:

Net profit for the year

For the Year Ended December 31
2020 2019
Profit for the year attributable to owners of the Company \$
1,043,649
\$
947,437

Shares

Unit: In Thousand Shares

For the Year Ended December 31
2020 2019
Weighted average number of ordinary shares used in the
computation of basic earnings per share 394,011 388,400
Effect of potentially dilutive ordinary shares:
Compensation of employees 159 202
Weighted average number of ordinary shares outstanding in the
computation of diluted earnings per share 394,170 388,602

The Group may settle the compensation paid to employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

29. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Group's overall strategy remains unchanged.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity attributable to owners of the Group (comprising issued capital, reserves, retained earnings and other equity).

The Group is not subject to any externally imposed capital requirements.

30. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments not measured at fair value

Management believes that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis
  • 1) Fair value hierarchy

Fair value hierarchy as of December 31, 2020

Level 1 Level 2 Level 3 Total
Financial assets at FVTOCI
Investments in equity
instruments
Listed shares and emerging
market shares
\$
5,744,880
\$
-
\$
-
\$
5,744,880
Unlisted shares - ROC - - 881,433 881,433
Unlisted shares in other
country
- - 149,199 149,199
\$
5,744,880
\$
-
\$
1,030,632
\$
6,775,512
Fair value hierarchy as of December 31, 2019
Level 1 Level 2 Level 3 Total
Financial assets at FVTOCI
Investments in equity
instruments
Listed shares and emerging
market shares \$
4,728,708
\$
-
\$
-
\$
4,728,708
Unlisted shares - ROC
Unlisted shares in other
- - 840,467 840,467
country - - 147,559 147,559
\$
4,728,708
\$
-
\$
988,026
\$
5,716,734

There were no transfers between Levels 1 and 2 in the current and prior periods.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments: None
  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement: None
  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement: The fair values of unlisted equity securities - ROC were determined using market approach. The market approach is used to arrive at their par values for which the recent financing activities of investees, the market transaction prices of the similar companies and market conditions are considered.

c. Categories of financial instruments

December 31
2020 2019
Financial assets
Financial assets at amortized cost (1) \$
5,287,448
\$
4,000,594
Financial assets at FVTOCI
Equity instruments
6,775,512 5,716,734
Financial liabilities
Financial liabilities measured at amortized cost (2) 6,337,336 2,427,177
  • 1) The balances included financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade and other receivables, financial assets at amortized cost and refundable deposits.
  • 2) The balances included financial liabilities measured at amortized cost, which comprise notes payable and trade payables, other payables, guarantee deposits received, short-term borrowings, short-term bills payable, current portion of long-term borrowings and long-term borrowings.
  • d. Financial risk management objectives and policies

The Group's major financial instruments include equity investments, trade receivable, trade payables, borrowings and lease liabilities. The Group's Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Group's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

There had been no change to the Group's exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The Group had foreign currency sales and purchases, which exposed the Group to foreign currency risk. The foreign currency fluctuation affects the financial instruments market value due to the Group's policy of hedges in pre-purchase of foreign forward exchanges.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the year are set out in Note 34.

Sensitivity analysis

The Group was mainly exposed to the Currency EUR and Currency JPY.

The following table details the Group's sensitivity to an increase and a decrease in New Taiwan dollars (i.e., the functional currency) against the relevant foreign currencies. A sensitivity rare of 5% is used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the year for a 5% change in foreign currency rates. The positive numbers in the following table indicate the amount of increase in net profit before tax when the New Taiwan Dollars depreciates by 5% relative to the relevant currencies; when the New Taiwan Dollars appreciates by 5% relative to the relevant foreign currencies, its impact on the net profit before tax will be The negative number of the same amount.

EUR Impact JPY Impact
For the Year Ended
December 31
For the Year Ended
December 31
2020 2019 2020 2019
Profit or loss \$
5,363*
\$
4,075*
\$
2,582*
\$
2,670*

* This was mainly attributable to the exposure on outstanding demand deposits in EUR and JPY in cash flow hedges at the end of the year.

b) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates.

The carrying amount of the Group's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.

December 31
2020 2019
Fair value interest rate risk
Financial assets \$
904,424
\$
357,080
Financial liabilities 2,789,171 599,869
Cash flow interest rate risk
Financial assets 3,242,038 2,971,230
Financial liabilities 1,693,469 352,342

Sensitivity analysis

The sensitivity analyses below were determined based on the Group's exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group's pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by \$7,743 thousand and \$13,094 thousand, respectively, which was mainly attributable to the Group's exposure to interest rates on its variable-rate bank borrowings, time deposits and demand deposits.

c) Other price risk

The Group was exposed to equity price risk through its investments in listed equity securities. The Group's equity price risk was mainly concentrated on equity instruments operating in Taiwan industry sector quoted in the Taiwan Stock Exchange.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 15% higher/lower, pre-tax profit for years ended December 31, 2020 and 2019 would have increased/decreased by \$1,016,327 thousand and \$857,510 thousand, respectively, as a result of the changes in fair value of financial assets as FVTOCI.

The Group's sensitivity to equity prices increased due to the impact of equity price fluctuations.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of the reporting period, the Group's maximum exposure to credit risk which may cause a financial loss to the Group due to failure of counterparties to discharge an obligation and financial guarantees provided by the Group could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets.

In order to minimize credit risk, management of the Group is responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, management believes the Group's credit risk was significantly reduced.

The Group's concentration of credit risk of 30% and 34% of total trade receivables as of December 31, 2020 and 2019, respectively, was related to the Group's five largest customers. The credit concentration risk of the remaining trade receivables is relatively insignificant.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group's operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Group had available unutilized bank loan facilities set out in (b) below.

a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.

December 31, 2020

Less than 1
Year
1-5 Years 5+ Years
Non-derivative financial liabilities
Non-interest bearing
Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
\$
1,613,362
8,756
326,622
2,489,719
\$
216,101
9,738
349,051
308,147
\$
-
-
1,261,543
-
\$
4,438,459
\$
883,037
\$
1,261,543
Additional information about the maturity analysis for lease liabilities: Less than 1
Year 1-5 Years 5+ Years Total
Lease liabilities \$
8,908
\$
9,835
\$
-
\$
18,743
December 31, 2019
Less than 1
Year
1-5 Years 5+ Years
Non-derivative financial liabilities
Non-interest bearing
Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
\$
1,279,393
9,307
2,115
600,432
\$
179,249
16,075
191,793
-
\$
-
-
213,442
-
\$
1,891,247
\$
387,117
\$
213,442

Additional information about the maturity analysis for lease liabilities:

Less than 1
Year
1-5 Years 5+ Years Total
Lease liabilities \$ \$ \$ \$
9,309 16,491 - 25,800

b) Financing facilities

December 31
2020 2019
Unsecured bank overdraft facility
Amount used
Amount unused
\$
2,510,000
4,759,360
\$
600,000
6,525,000
\$
7,269,360
\$
7,125,000
Secured bank overdraft facility
Amount used
Amount unused
\$
1,990,000
3,450,000
\$
720,000
5,078,400
\$
5,440,000
\$
5,798,400

31. TRANSACTIONS WITH RELATED PARTIES

The Company's major shareholder was Evergreen International Corporation, which held both 22.81% of ordinary shares of the Company as of December 31, 2020 and 2019.

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.

a. Related parties and their relationships

Related Party Relationship with the Company
Evergreen International Corporation
EVA Airways Corporation
Evergreen Security Corporation
Ever Accord Construction Corporation
Evergreen Logistics Corporation
Evergreen Marine Corporation
Kun Lin Engineering Corporation
Investors that have significant influence over the Group
Related party in substance
Related party in substance
Related party in substance
Related party in substance
Related party in substance
Associate
b. Sales of goods
For the Year Ended December 31
Line Item Related Party 2020 2019
Sales of goods Investors that have significant
influence over the Group
\$
825
\$
132,448
Related party in substance 508,750 146,608
\$
509,575
\$
279,056

The sales conditions for related party in substance were not significantly different from those sales made to the Group's usual list prices. There was no comparable sales price between investors that have significant influence over the Group and related party in substance for repairing containers. Payments are collected within 60 days after issuing invoices.

c. Miscellaneous income

For the Year Ended December 31
Related Party 2020 2019
Associates
Related party in substance
\$ 200
-
\$ 120
9
\$ 200 \$ 129

d. Purchases of goods and expenses

For the Year Ended December 31
Related Party 2020 2019
Investors that have significant influence over the Group
Related party in substance
\$
12,005
21,080
\$
11,946
20,208
\$
33,085
\$
32,154

The purchases to related parties had no significant differences with other non-related parties.

e. Construction receivables (contract assets)

December 31
Related Party 2020 2019
Related party in substance \$
56,697
\$
53,972

For the years ended December 31, 2020 and 2019, impairment loss of \$2,652 thousand and \$894 thousand, respectively, was recognized for contract assets from related parties.

f. Contract liabilities

December 31
Related Party 2020 2019
Related party in substance \$
-
\$
10,676

g. Receivables from related parties (excluding loans to related parties and contract assets)

Trade receivables

December 31
Related Party 2020 2019
Investors that have significant influence over the Group
Related party in substance
\$
156
151,302
\$
23,328
932
\$
151,458
\$
24,260

The outstanding trade receivables from related parties are unsecured.

h. Payables to related parties

Other payables

Related Party December 31
2020 2019
Investors that have significant influence over the Group
Related party in substance
\$ 2,074
2,398
\$ 1,734
1,909
\$ 4,472 \$ 3,643

The outstanding trade payables from related parties are unsecured.

i. Lease arrangements

December 31
Line Item Related Party/Name 2020 2019
Acquisition of
right-of-use assets
Investors that have significant influence
over the Group - Evergreen
International Corporation
\$
1,004
\$
2,007
Lease liabilities Investors that have significant influence
over the Group - Evergreen
International Corporation
\$
1,015
\$
2,018

The Company rents other equipment from Evergreen International Corporation for \$85 thousand per month, and the lease terms are from January 2019 to December 2021.

The Company and subsidiary-Ming Yu Investment Corporation rents offices spaces from Evergreen International Corporation for \$386 thousand and \$13 thousand per month, respectively, and the lease terms are both from January 2019 to December 2021. The Company and Ming Yu Investment Corporation terminated the agreement in advance on December 31, 2019.

j. Disposal of financial assets

Financial assets at fair through other comprehensive income

For the year ended December 31, 2020: None

For the year ended December 31, 2019

Number of
Shares
(In Thousand
Related Party/Name Shares) Underlying Assets Proceeds
Related party in substance - EVA
Airways Corporation
4,650 Shareholdings of UNI
Airways Corporation
\$
67,686
Related party in substance - Evergreen
Logistics Corporation
200 Shareholdings of UNI
Airways Corporation
2,911
\$
70,597

k. Compensation of key management personnel

For the Year Ended December 31
2020 2019
Short-term employee benefits
Post-employment benefits
\$
36,214
7,494
\$
38,229
6,562
\$
43,708
\$
44,791

32. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings, provisional attachment and performance guarantees, etc.:

December 31
2020 2019
Property, plant, and equipment, net \$
2,335,640
\$
2,359,123
Investment properties 97,706 51,390
Classified as financial assets at amortized cost 23,452 14,880
\$
2,456,798
\$
2,425,393

33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2020 and 2019 were as follows:

a. As of December 31, 2020 and 2019, unused letters of credit for purchasing of materials are as follows:

December 31
Currency 2020 2019
NTD
USD
\$
472,963
984
\$
771,868
1,271

b. As of December 31, 2020 and 2019, except for the refundable deposits, the guarantee bonds for construction secured by bank are as follows:

December 31
Currency 2020 2019
NTD
USD
\$
338,599
1,191
\$
657,786
-

c. The Group's unrecognized contractual commitments for the construction of intangible assets service concession arrangements are as follows:

December 31
Currency 2020 2019
NTD \$
1,908,254
\$
3,026,125
USD 2,257 3,778
EUR 6,209 10,056
JPY 1,318,425 2,923,594

d. The Group signed a construction service contract of "Building, Operation and Transfer of Taoyuan City Biomass Energy Center Protocol" with Taoyuan City Government. According to the contract, the bank's guarantee bond for construction service contract is \$350,000 thousand.

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group' significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2020

Unit: In Thousands of Foreign Currency/New Taiwan Dollars

Foreign
Currency
Exchange Rate Carrying
Amount
Financial assets
Monetary items
USD
EUR
JPY
Non-monetary items
Investments accounted for using the equity
method
\$
206
3,063
186,930
28.48 (USD:NTD)
35.02 (EUR:NTD)
0.2763 (JPY:NTD)
\$
5,859
107,263
51,649
RMB
Financial liabilities
2,939 4.377 (RMB:NTD) 12,866
Monetary items
RMB
1,094 4.377 (RMB:NTD) 4,789

December 31, 2019

Foreign
Currency
Exchange Rate Carrying
Amount
Financial assets
Monetary items
EUR \$ 2,410 33.79 (EUR:NTD) \$ 81,501
JPY 192,095 0.278 (JPY:NTD) 53,402
Non-monetary items
Investments accounted for using the equity
method
RMB 3,356 4.305 (RMB:NTD) 14,448
Financial liabilities
Monetary items
RMB
422 4.305 (RMB:NTD) 1,818

35. SEPARATELY DISCLOSED ITEMS

  • a. Information on significant transactions and information on investees:
  • 1) Financing provided: None.
  • 2) Endorsements/guarantees provided: See Table 1 below.
  • 3) Marketable securities held (excluding investment in subsidiaries, associates and jointly controlled entities): See Table 2 below.
  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT\$300 million or 20% of the paid-in capital: None.
  • 5) Acquisitions of individual real estate properties at costs of at least NT \$300 million or 20% of the paid-in capital: See Table 3 below.
  • 6) Disposals of individual real estate properties at prices of at least NT\$300 million or 20% of the paid-in capital: None.
  • 7) Total purchases from or sales to related parties amounting to at least NT\$100 million or 20% of the paid-in capital: See Table 4 below.
  • 8) Receivables from related parties amounting to at least NT\$100 million or 20% of the paid-in capital: See Table 5 below.
  • 9) Trading in derivative instruments: None.
  • 10) Intercompany relationships and significant intercompany transactions: See Table 6 below.
  • 11) Information on investees: See Table 7 below.

  • b. Information on investments in mainland China:
  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. See Table 8 below.
  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None.
    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
    • c) The amount of property transactions and the amount of the resultant gains or losses.
    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purpose.
    • e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to financing of funds.
    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.
  • c. Information on major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder: See Table 9 attached.

36. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group's reportable segments were as follows:

a. Segment revenue and results

The following was an analysis of the Group's revenue and results from continuing operations by reportable segments:

Steel Structures Steel Bars Hsin Yung
Enterprise
Corporation
Super Max
Engineering
Enterprise Co.,
Ltd.
Others Eliminations Total
For the year ended December 31, 2020
Revenue from external customers
Inter-segment revenue
Segment revenue
Segment income
\$
7,117,905
-
\$
7,117,905
\$
468,087
\$
-
-
\$
-
\$
-
\$
1,320,230
-
\$
1,320,230
\$
785,474
\$
765,524
15
\$
765,539
\$
331,002
\$
145,990
-
\$
145,990
\$
(6,464 )
\$
-
(15 )
\$
(15 )
\$
5,425
\$
9,349,649
-
9,349,649
1,583,524
Administration cost
Interest income
Other income
Other gains and losses
(49,212)
26,171
166,139
2,279
(Continued)
Steel Structures Steel Bars Hsin Yung
Enterprise
Corporation
Super Max
Engineering
Enterprise Co.,
Ltd.
Others Eliminations Total
Finance costs
Share of profit of associates and joint
ventures accounted for using the equity
method
\$
(19,176)
25,090
Profit before tax \$
1,734,815
For the year ended December 31, 2019
Revenue from external customers
Inter-segment revenue
Segment revenue
Segment income
Administration cost
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of associates and joint
ventures accounted for using the equity
method
\$
5,945,266
-
\$
5,945,266
\$
263,305
\$
23,065
-
\$
23,065
\$
(29,045)
\$
1,352,609
-
\$
1,352,609
\$
755,555
\$
806,195
-
\$
806,195
\$
397,469
\$
141,072
-
\$
141,072
\$
(7,977 )
\$
-
-
\$
-
\$
5,491
\$
8,268,207
-
8,268,207
1,384,798
(48,674)
33,234
242,260
(22,297)
(6,601)
31,491
Profit before tax \$
1,614,211
(Concluded)

Segment profit represented the profit before tax earned by each segment without the share of profit of associates, finance costs, other income or other gains and losses. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

  • b. Revenue from major products: Refer to Note 25.
  • c. Geographical information

The Group has no revenue-generating unit that operates outside the ROC; therefore, it is not necessary to disclose information that distinguishes revenue from external customers and non-current assets by location of assets.

d. Information on major customers

The customer accounted for at least 10% of the Group's total operating revenue:

For the Year Ended December 31
2020 2019*
Customer A
Customer B
\$
1,411,577
1,029,610
\$
-
566,510
\$
2,441,187
\$
566,510

* The income did not meet at least 10% of the total income of the Group for the year ended December 31, 2019.

37. OTHERS

Since January 2020, due to the spread of COVID-19, governments of countries have successively implemented various epidemic prevention plans. However, the domestic epidemic has slowed down and government policies have been loosened. Therefore, the Group's assessment has little impact on the overall operations, but the international epidemic is still uncertain. The Group will continue to pay attention to the development of the epidemic and take relevant countermeasures to alleviate the impact on the Group's operations.

TABLE 1

EGST

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
FOR THE YEAR ENDED DECEMBER 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Guarantee Given
Mainland China
Guaranteed by
Endorsement/
Companies in
on Behalf of
-
Endorsed/
Collateral
Amount
-
-
Guarantee Given
Mainland China
Endorsement/
Companies in
on Behalf of
Guarantee Given
by Subsidiaries
Endorsement/
on Behalf of
\$
Parent
-
Y
-
3,087,000
Borrowing
Amount
Actual
Guarantee Given
Endorsement/
by Parent on
Guarantee Given
Subsidiaries
by Subsidiaries
Behalf of
Endorsement/
on Behalf of
Y
-
Parent
\$
-
Guarantee Limit
Ending Balance
Endorsement/
7,000,908
8,082,160
Aggregate
3,087,000
Guarantee Given
\$
Endorsement/
by Parent on
Subsidiaries
Guarantee to Net
Behalf of
Equity in Latest
Accumulated
Endorsement/
Statements
Financial
\$
Y
22.05
297.25
(%)
Guaranteed
3,087,000
During the
Maximum
Endorsed/
Amount
Period
Guaranteed by
-
-
Endorsed/
Collateral
Amount
Guarantee Limit
Endorsement/
7,000,908
Aggregate
\$
\$
Each Guarantee
3,087,000
1,201,220
Borrowing
Endorsement/
Amount
Actual
Provided To
7,000,908
Guarantee
\$
Limit on
Amount
Party
Guarantee to Net
Equity in Latest
\$
Accumulated
Endorsement/
Statements
Ending Balance
Financial
3,087,000
1,201,220
22.05
\$
(%)
\$
Relationship
Guaranteed
3,087,000
3,499,556
During the
Maximum
Endorsed/
Amount
Subsidiary
Endorsee/Guarantee
Period
Guaranteed by
-
Endorsed/
Collateral
Amount
\$
Each Guarantee
Endorsement/
Provided To
7,000,908
8,082,160
Guarantee
Amount
Party
\$
Corporation
Name
Ever Ecove
\$
3,087,000
indirectly holds
Borrowing
percent of the
Relationship
more than 50
voting shares
Amount
Actual
Directly and
Subsidiary
\$
Evergreen Steel
Endorser/Guarantor
Corporation
Corporation
Evergreen Steel Corporation
Name
Ever Ecove
Ending Balance
3,087,000
Ming Yu Investment Corporation
Endorser/Guarantor
Evergreen Steel Corporation
\$
Guaranteed
3,087,000
During the
Maximum
Endorsed/
Amount
Period
(Note 1)
No.
0
(Note 1)
No.
\$
0
1
7,000,908
Endorsee/Guarantee Limit on Ratio of Ratio of
Endorsement/
Provided To
Guarantee
Amount
Guarantee to Net
Equity in Latest
Accumulated
Endorsement/
Note
Note
Ratio of
Each Guarantee Note 3 Statements
Financial
Note 2
Note 3
22.05
(%)

Note 1: The Company and its subsidiaries are numbered as follows: Ming Yu Investment Corporation Evergreen Steel 8,082,160 3,499,556 1,201,220 1,201,220 - 297.25 8,082,160 - Y - Note 2

  • a. "0" for the Company. b. Subsidiaries are numbered from "1".
  • Note 2: According to endorsement or guarantee provided regulation formulated by subsidiaries, the total amount of endorsement or guarantee that the Company is allowed to provide is up to 2,000% of the net worth value of the latest financial statements of the Company. percent of the
  • Note 3: The limit on endorsements or guarantees provided to each guaranteed party is up to 50% of the net worth value of the latest financial statements of the Company. However, the amount of the Company's endorsements or guarantees for subsidiaries holding more than 50% of the shares is not limited by the above ratio, but the maximum shall not exceed 50% of the net value of the most recent financial statements of the Company. voting shares
  • Note 4: The limit on endorsements or guarantees provided to each guaranteed party is up to 50% of the net worth value of the latest financial statements of the Company. However, the amount of endorsements or guarantees for subsidiaries is not limited by the above ratio, but the maximum shall not exceed 200% of the net value of the most recent financial statements of the Company. Note 1: The Company and its subsidiaries are numbered as follows:

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2020 MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Relationship with the December 31, 2020
Holding Company Name Type and Name of Marketable Securities Holding Company Financial Statement Account
Dece
Relationship with the
mber 31, 2020
Number of
Shares
Carrying
Amount
Ownership (%)
Percentage of
Fair Value Note
Marketable Securities Relationship with the
mpany Na
Holding Co
Holding Co
Evergreen Steel Corporation
Type and Na
Financial State
EVA Airways Corporation
Ordinary shares
me
mpany
Marketable Securities
Investee of the Company's
Nu
ment Account
me of
Carrying
Financial assets at FVTOCI -
mber of
Percentage of
mpany
240,604
Holding Co
\$ 3,163,939 Financial State
Fair Value
4.96
ment Account
\$ 3,163,939
Note mber of
Shares
Nu
Shin Kong Financial Holding Co., Ltd. Shares
mainly shareholders
mount
Financial assets at FVTOCI -
A
non-current
Ownership (
7,934
69,903
%)
0.06 69,903
Evergreen Steel Corporation Ordinary shares - non-current
EVA Airways Corporation
Evergreen Marine Corporation
Investee of the Company's
mainly shareholders
Investee of the Co
Financial assets at FVTOCI -
non-current
38,262 1,557,251
mpany's
0.79 Financial assets at FVTOCI -
1,557,251
mainly shareholders
Investee of the Co
Financial assets at FVTOCI -
Taiwan High Speed Rail Corporation
non-current
mpany's
- 3,163,939
Financial assets at FVTOCI -
\$
240,604
4.96
mainly shareholders
16,000
507,200 3,163,939
non-current
0.28
\$
507,200
Shin Kong Financial Holding Co., Ltd. - Financial assets at FVTOCI -
Taiwan Terminal Services Corporation.
Shin Kong Financial Holding Co., Ltd.
Investee of the Company's
69,903
Financial assets at FVTOCI -
non-current
7,934
0.06
100
-
818 69,903
1.00
Financial assets at FVTOCI -
818
non-current
Taiwan Aerospace Corp.
mainly shareholders
-
Investee of the Co
Financial assets at FVTOCI -
non-current
5,503 61,534 non-current
4.06
Financial assets at FVTOCI -
61,534
205 Investee of the Co Financial assets at FVTOCI -
Evergreen
Pacific Resources Corporation.
mpany's
Marine Corporation
-
1,557,251
Financial assets at FVTOCI -
non-current
38,262
0.79
mainly shareholders
2,625
-
mpany's
1,557,251
non-current
2.56
- Note
Taiwan High Speed Rail Corporation mainly shareholders Financial assets at FVTOCI -
Taiwan Incubator SME Development Co
non-current
Taiwan High Speed Rail Corporation
-
507,200
Financial assets at FVTOCI -
non-current
16,000
0.28
7,689
-
62,142 507,200
10.90
Financial assets at FVTOCI -
62,142
- EVERGREEN HEAVY INDUSTRIAL
non-current
- Financial assets at FVTOCI -
non-current
6,679 149,199 non-current
13.39
149,199
Taiwan Terminal Services Corporation. Investee of the Co Financial assets at FVTOCI -
Dongwei Transportation Co., Ltd.
mpany's
Taiwan Terminal Services Corporation.
-
Investee of the Co
818
Financial assets at FVTOCI -
non-current
100
1.00
mainly shareholders
660
6,641
mpany's
818
non-current
18.86
Financial assets at FVTOCI -
6,641
mainly shareholders Taiwan Aerospace Corp.
Financial assets at FVTOCI -
Ever Accord Construction Corporation
non-current
Investee of the Company's 61,534
Financial assets at FVTOCI -
non-current
5,503
4.06
7,500
-
49,066 61,534
12.50
Financial assets at FVTOCI -
49,066
- non-current
UNI Airways Corporation
Investee of the Company's
mainly shareholders
Financial assets at FVTOCI -
non-current
56,475 701,091 non-current
14.99
701,091
- Financial assets at FVTOCI -
Evergreen Security Corp
Investee of the Company's
Pacific Resources Corporation.
mainly shareholders
-
Financial assets at FVTOCI -
non-current
2,625
2.56
10
-
141 non-current
0.05
Financial assets at FVTOCI -
141
-
Note
Taiwan Incubator S
non-current
ME Develop
mainly shareholders
non-current
ment Co
- Financial assets at FVTOCI -
ment Co Hsin Yung Enterprise Corporation
-
Financial assets at FVTOCI -
non-current
Evergreen Marine Corporation
Investee of the Company's
mainly shareholders
62,142
Financial assets at FVTOCI -
non-current
7,689
10.90
7,214
293,602 62,142
non-current
0.15
293,602
EVERGREEN HEAVY INDUSTRIAL -
Ming Yu Investment Corporation
Financial assets at FVTOCI -
non-current
EVA Airways Corporation
EVERGREEN HEAVY INDUSTRIAL
Investee of the Company's
mainly shareholders
149,199
Financial assets at FVTOCI -
non-current
6,679
13.39
11,634
-
152,985 149,199
non-current
0.24
Financial assets at FVTOCI -
152,985
Super Max Engineering Enterprise Co., Ltd. P.T. Super Max Indonesia
-
Financial assets at FVTOCI -
non-current
Dongwei Transportation Co., Ltd.
-
6,641
Financial assets at FVTOCI -
non-current
660
18.86
-
-
- 6,641
non-current
11.00
Financial assets at FVTOCI -
-
Note

EGST

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT\$300 MILLION OR 20% OF THE PAID-IN CAPITAL

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT\$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT\$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Payment Status Counterparty Relationship
Event Date
Property Owner
Transaction
Relationship Transaction Date Information on Previous Title Transfer If Counterparty Is A Related Party Information on Previous Title Transfer If Counterparty Is A Related Party Pricing Reference
Amount
Pricing Reference Purpose of
Purpose of
Acquisition
Other Terms
Other Terms
Buyer Property Amount Payment Status Counterparty Relationship Property Owner Transaction Date
Relationship
Amount Acquisition
Buyer Property Event Date Transaction Payment Status Counterparty Relationship Information on Previous Title Transfer If Counterparty Is A Related Party
Ever Ecove Corporation
\$
Intangible asset - service 2018.11.19
Institutional
\$ 5,161,870 \$ 2,626,557 CTCI Corporation Institutional
Amount
\$
-
-
-
\$ Price negotiation
-
Provide public
Property Owner
Relationship
Note 4
Note 4
2,626,557 concession arrangements
CTCI Corporation
- - -
shareholder of
- Price negotiation Provide public service of
shareholder of Ever Ecove service of infrastructure
Ever Ecove Corporation Intangible asset - service
Ever Ecove
2018.11.19 5,161,870
\$
\$
Corporation
2,626,557 CTCI Corporation Institutional infrastructure
-
-

Note 1: The appraisal result should be presented in the "Basis or reference used in setting the price" column if the real estate acquired should be appraised pursuant to the regulations. concession arrangements Corporation

Note 2: The paid-in capital referred to herein is the paid-in capital of the parent company. In the case that shares were issued with no par value or a par value other than NT\$10 per share, the 20% of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation. Corporation

shareholder of

Note 3: The date of the event referred to herein is the date of contract signing date, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier. Note 1: The appraisal result should be presented in the "Basis or reference used in setting the price" column if the real estate acquired should be appraised pursuant to the regulations.

Note 4: The service concession arrangements will expire in October 2043. Note 1: The appraisal result should be presented in the "Basis or reference used in setting the price" column if the real estate acquired should be appraised pursuant to the regulations. Note 2: The paid-in capital referred to herein is the paid-in capital of the parent company. In the case that shares were issued with no par value or a par value other than NT\$10 per share, the 20% of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Differences in Transaction Terms Notes/Accounts
Transaction Details Compared to Third Party Transaction (Payable) or Receivable
Purchaser/seller
Purchaser/seller
Transaction Details
Related Party
Relationship
Related Party
Amount
Purchase/
Sale
Differences in Transaction Ter
Payment Terms
% of
Total
Relationship
ms
Unit Price
Payment Terms Ending Balance
Transaction Details
Transaction Details
Notes/Accounts Co
Note
% to
Total
Purchaser/seller
Evergreen Steel Corporation
Relationship
Evergreen Marine Corporation Sale
Related party in substance
Related Party
\$ 137,404
Co
mpared to Third Party Transaction
Purchase/
15-45 days
Relationship
1.89
mount
Purchase/
A
Note 1
(Payable) or Receivable
% of
15-45 days
Payment Terms
% of
26,488
\$
Note 1
Note
1.10
Ever Accord Construction Corporation
mount
A
Purchase/
Sale
ment Ter
Sale
Related party in substance
Pay
% of
Total
370,089
ms
Sale
30-60 days
Unit Price
5.09
No significant difference 30-60 days
ms
ment Ter
Sale
Pay
Ending Balance
Total
mount
A
% to
Total
183,955
Total
ment Ter
Note 2
7.61
Pay

Note 1: No similar prices on revenue from containers repair to compare with related party in substance. Evergreen Steel Corporation Evergreen Marine Corporation Related party in substance Sale \$ 137,404 1.89 15-45 days Note 1 15-45 days \$ 26,488 1.10 Note 1 Evergreen Steel Corporation Evergreen Marine Corporation Related party in substance Sale \$ 137,404 1.89 15-45 days Note 1 15-45 days \$ 26,488 1.10 Note 1 Ever Accord Construction Corporation Related party in substance Sale 370,089 5.09 30-60 days No significant difference 30-60 days 183,955 7.61 Note 2

Note 2: The trade receivables include contract assets. Ever Accord Construction Corporation Related party in substance Sale 370,089 5.09 30-60 days No significant difference 30-60 days 183,955 7.61 Note 2

ES
RI
A
DI
BSI
U
D S
N
A
N
O
TI
A
R
O
P
R
O
C
L
E
E
T
N S
E
E
R
G
R
E
V
E

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2020 RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2020 RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Ending Balance
Subsequent
Received in
\$ 124,606
Amount
Period
Subsequent
Received in
mount
Action Taken
-
A
Overdue
-
Relationship
Action Taken
Amount
\$
Turnover Rate
Overdue
5.91
Period
mount
Ending Balance
\$ 183,955
A
Turnover Rate
Relationship
Related Party
Related party in substance
Ending Balance
Ever Accord Construction Corporation
Related Party
Relationship
me
mpany Na
Company Name
Co
Evergreen Steel Corporation

EGST

TABLE 5

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars) INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars) INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS

Counterparty
Investee Co
Investee Company
Relationship
Amount
Transaction Details
Financial Statement Accounts
Payment Terms Sales or Assets
% of Total
Hsin Yung Enterprise Corporation
mpany
Relationship
Evergreen Steel Corporation
Miscellaneous income
Counterparty
ment Accounts
1
Financial State
Pay
\$
Relationship
mount
A
According to mutual agreements
Financial State
ms
ment Ter
3,729
ment Accounts
% of Total
0.04
HsinYung Enterprise Corporation 1 Gain on disposal of property, plant and equipment According to mutual agreements
784
Sales or Assets
0.01
Ever Ecove Corporation Miscellaneous income
1
According to mutual agreements
516
0.01
Miscellaneous inco
Ever Ecove Corporation
Evergreen Steel Corporation
Hsin Yung Enterprise Corporation
1
\$
Hsin Yung Enterprise Corporation
Rental income
3
me
According to mutual agree
1
3,729
According to mutual agreements
me
Miscellaneous inco
ments
360
-
0.04

Note 1: The parent company and its subsidiaries are coded as follows: Ever Ecove Corporation 1 Miscellaneous income 516 According to mutual agreements 0.01

  • a. The parent company is coded "0".
  • b. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above. Hsin Yung Enterprise Corporation Ever Ecove Corporation 3 Rental income 360 According to mutual agreements - Hsin Yung Enterprise Corporation Ever Ecove Corporation 3 Rental income 360 According to mutual agreements -
  • Note 2: Nature of relationships are coded as follows:
  • a. From the parent company to its subsidiary.
  • b. From a subsidiary to its parent company. Note 1: The parent company and its subsidiaries are coded as follows:
  • c. Between subsidiaries.
  • Note 3: The percentage calculation is based on the consolidated total operating revenue or total assets. For balance sheet items, each item's end-of-period balance is shown as a percentage to the consolidated total assets as of December 31, 2020. For profit or loss items, cumulative amounts are shown as percentages to the consolidated total operating revenue for the year ended December 31, 2020. a. The parent company is coded "0". b. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above. b. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.
  • Note 4: The table above only discloses related-party transactions which are material.

EGST

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ACCOUNTED FOR FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ACCOUNTED FOR FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ACCOUNTED FOR

Amount Balance as of December 31, 2020 Share of
Investor Company Investee Company Original Invest
mount
Location
A
Main Businesses and Products
ment
December 31,
2019
Balance as of Dece
December 31,
2020
Shares (In
Thousands)
mber 31, 2020
Net Inco
Percentage
Ownership
of
Carrying
Amount
me
Investee
Profits/
Original Invest
mount
Share of
(Losses) of
the Investee
Net Income
A
Note
ment
Losses of
Main Businesses and Products
Investor Co
Evergreen Steel Corporation Super Max Engineering Enterprise
Dece
mpany
mber 31,
Investee Co
Taiwan
Shares (In
Waste collection, treatment and disposal
Location
mber 31,
mpany
Dece
Main Businesses and Products
594,436
Percentage
\$
of
594,440
\$
16,098
Carrying
(Losses) of
the Investee
\$
48.13
(%)
2020
\$
Dece
825,841
Dece
\$
Losses of
Profits/
mber 31,
289,654
Shares (In
Thousands)
Subsidiary (Note 2)
Note
mber 31,
139,410
2019
2020
Hsin Yung Enterprise Corporation
Ming Yu Investment Co., Ltd.
Ever Ecove Corporation
Co., Ltd.
Taiwan
Taiwan
Taiwan
Thousands)
Waste treatment, disposal and cogeneration
Waste treatment, disposal and cogeneration
Investment activities
2019
992,666
239,487
700,000
Ownership
%)
992,666
239,487
801,000
(
99,267
10,350
80,100
mount
A
68.46
100.00
50.06
289,005
780,765
1,753,091
(12,698)
Investee
677,622
5,746
(9,341) Subsidiary (Note 3)
Subsidiary
Subsidiary
463,898
748
Waste treatment, disposal and cogeneration
Waste collection, treatment and disposal
Evergreen Steel Corporation
Super Max Engineering
Enterprise Co., Ltd.
Hsin Yung Enterprise Corporation
Co., Ltd.
Kun Lin Engineering Co., Ltd.
\$
Super
\$
594,440
992,666
Taiwan
Investment activities
99,267
16,098
prevention; design, construction, sale,
operation and maintenance of related
Planning of wastewater, air and noise
Taiwan
Taiwan
Taiwan
Max Engineering Enterprise
594,436
992,666
Ming Yu Investment Co., Ltd.
equipment
Waste treatment, disposal and cogeneration
Waste collection, treatment and disposal
18,000
\$
68.46
48.13
18,000
5,000
825,841
1,753,091
289,654
677,622
50.00
\$
\$
150,800
\$
\$
139,410
463,898
50,198
594,440
992,666
using the equity
Subsidiary (Note 2)
Accounted for
method
Subsidiary
594,436
992,666
239,487
N/A

Note 1: Refer to Table 8 for information on investments in mainland China. Ever Ecove Corporation Taiwan Waste treatment, disposal and cogeneration 801,000 700,000 80,100 50.06 780,765 (12,698) (9,341) Subsidiary (Note 3) Ever Ecove Corporation Taiwan Waste treatment, disposal and cogeneration 801,000 700,000 80,100 50.06 780,765 (12,698) (9,341) Subsidiary (Note 3)

Note 2: The original investment amount was \$594,436 thousand, and the Company's reinvestment amount is \$4 thousand in the current year. Therefore, the original investment amount at the end of the year is \$594,440 thousand. Super Max Engineering Kun Lin Engineering Co., Ltd. Taiwan Planning of wastewater, air and noise 18,000 18,000 5,000 50.00 150,800 50,198 N/A Accounted for Kun Lin Engineering Co., Ltd. Taiwan Planning of wastewater, air and noise 18,000 18,000 5,000 50.00 150,800 50,198 N/A Accounted for

Note 3: The original investment amount was \$700,000 thousand, and the Company's reinvestment amount is \$101,000 thousand in the current year. Therefore, the original investment amount at the end of the year is \$801,000 thousand. Enterprise Co., Ltd. prevention; design, construction, sale, prevention; design, construction, sale, using the equity

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Accumulated Investment of Flows Accumulated Accumulated Accumulated
Investee Company
Investment
Method of
Investee Company
Total Amount of
Paid-in Capital
Main Businesses and Products
Outflow
Main Businesses and Products
Investment from
Taiwan as of
Outflow of
Investment
Method of
Total Amount of
Paid-in Capital
Inflow
Investment from
Investment from
January 1, 2020
Taiwan as of
Outflow of
Taiwan as of
Outflow of
Investee Company
Total Amount of
(Losses) of the
Net Income
Outflow
Percentage
Ownership
Method of
of
Inflow
December 31, 2020
Amount as of
Carrying
Percentage
Ownership
of
Investee Company
Investment from
Share of Profit
(Losses) of the
Net Income
Accumulated
Outflow of
(Loss)
December 31, 2020
Investment from
Taiwan as of
Outflow of
Investment of Flows
Share of Profit
(Loss)
Earnings as of
Remittance of
Inward
December 31, 2020
Amount as of
Carrying
Investment from
Accumulated
Outflow of
Note
Note
December 31, 2020
Earnings as of
Remittance of
Inward
Kun Shan Design, manufacture and installation of waste water, waste gas equipment
January 1, 2020
and various piping
Note 1
400)
11,392
(US\$
\$
December 31, 2020
400)
11,392
(US\$
\$
Paid-in Capital
\$
-
\$
Investment
(US\$
\$
-
Outflow
\$
24.07
January 1, 2020
936)
4,007
Taiwan as of
(RMB
\$
400)
11,392
\$
964
December 31, 2020
(US\$
\$
Inflow
12,866
December 31, 2020
Taiwan as of
Note 3
1,281)
36,483
Note 1
Kun Shan
Design, manufacture and installation of waste water, waste gas equipment
Investment Amount Authorized by the
Investment Commission, MOEA
\$
-
and various piping
\$
400)
11,392
Accumulated Investments in Mainland China as of
(US\$
December 31, 2020
\$
\$
-
Upper Limit on Investment
400)
11,392
(US\$
936)
400)
4,007
11,392
(RMB
(US\$
\$
\$
24.07
Note 1
\$
\$
964
400)
11,392
(US\$
\$
\$
12,866
-
1,281)
36,483
-
(US\$
\$
\$
11,392
Note 3
(US\$
\$

Note 1: Indirect investment in mainland China through holding companies. December 31, 2020

Note 2: The amount was recognized based on the audited financial statements. \$ 8,437,572 (Note 4)

Note 3: Investments approved by the Ministry of Economic Affairs, ROC are as follows: (US\$ 400) Name of Investee Date Order No. Approved Amount

200
US\$
09600201610
2007.6.15
100
US\$
09700027430
2008.1.25
100
US\$
09700252240
2008.7.22
Indirect investment in mainland China through holding companies. 400
US\$
Kun Shan Kun Shan Kun Shan
Note 1:

Note 4: The Company's upper limit on investments to China (calculated based on the higher of 60% of Evergreen Steel Corporation's net worth or worth of \$80 million, plus accumulated inward remittance of share capital or earnings from subsidiaries in mainland China: \$14,001,815 (net worth) × 60% + \$36,483 = \$8,437,572. Note 2: The amount was recognized based on the audited financial statements.

EVERGREEN STEEL CORPORATION AND SUBSIDIARIES

INFORMATION ON MAJOR SHAREHOLDERS DECEMBER 31, 2020

Shares
Name of Major Shareholder Number of Percentage of
Shares Ownership (%)
Evergreen International Corporation 91,101,257 22.81
EVA Airways Corporation 38,201,625 9.56
Continental Engineering Corp. 25,645,907 6.42
Chang, Kuo-Hua 25,008,820 6.26
Chang, Kuo-Ming 25,008,820 6.26
Chang, Kuo-Cheng 25,008,820 6.26
Chang Yung-Fa Foundation 25,008,820 6.26

【Appendix 2】

Parent Company Only Financial Statements and Report of Independent Accountants for the Year Ended December 31, 2020

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Evergreen Steel Corporation

Opinion

We have audited the accompanying financial statements of Evergreen Steel Corporation (the "Company"), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company's financial statements for the year ended December 31, 2020 are described as follows:

Project Revenue Recognition

The Company's project revenue mainly comes from providing steel structure engineering contracting business; during the project contract period, the project revenue is recognized based on the degree of completion. Project revenue recognition from construction depends on the degree of completion of the project which involves subjective judgment which may result in profit or loss or certain risks that are not recognized in the correct period. Therefore, we identified the project revenue recognition as a key audit matter.

The main audit procedures that we performed for testing the project revenue recognition are as follows:

    1. We obtained an understanding of the design and implementation of the Company's project revenue evaluation method and control system by performing control tests.
    1. We selected samples of the project revenue of the current year that are subject to detailed tests, which included checking the price of the customer's construction contract for consistency and the adequacy of the completion ratio, and recalculated the degree of completion and verified the correctness of the project revenue.
    1. We performed analytical review of project revenue, and checked for major differences between the progress of the payment and the project contract.

Refer to Note 4 to the financial statements for the accounting policy on the assessment of construction contracts. Refer to Notes 5 and 23 for critical accounting judgments and key sources of estimation uncertainty.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

    1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
    1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
    1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
    1. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
    1. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Ching-Fu Chang and Yung-Hsiang Chao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 10, 2021

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail.

EVERGREEN STEEL CORPORATION EVERGREEN STEEL CORPORATION

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars) BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
ASSETS Amount % Amount %
CURRENT ASSETS
ASSETS
Amount
Cash and cash equivalents (Notes 4 and 6)
Financial assets at amortized cost - current (Notes 4, 8 and 30)
\$
663,913
3,600
3
-
\$
112,038
3,600
1
-
Contract assets - current (Notes 4, 21, 23 and 29) 4,190,973 22 2,759,083 18
CURRENT ASSETS
Notes receivable (Notes 4 and 21)
126,225 1 52,461 1
Cash and cash equivalents (Notes 4 and 6)
Trade receivables (Notes 4, 9 and 21)
511,911 2 \$
318,561
663,913
2
Trade receivables from related parties (Notes 4, 9, 21 and 29)
Financial assets at amortized cost - current (Notes 4, 8 and 30)
151,094 1 23,900 -
Other receivables (Note 29) 14,925 - 13,993 -
Contract assets - current (Notes 4, 21, 23 and 29)
Inventories (Notes 4, 10 and 21)
988,027 5 638,739 4,190,973
4
Other current assets (Note 15)
Notes receivable (Notes 4 and 21)
164,470 1 29,734 -
126,225
Trade receivables (Notes 4, 9 and 21)
Total current assets
Trade receivables from related parties (Notes 4, 9, 21 and 29)
6,815,138 35 3,952,109 511,911
26
151,094
NON-CURRENT ASSETS
Other receivables (Note 29)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7) 6,328,925 33 5,467,318 14,925
36
Inventories (Notes 4, 10 and 21)
Investments accounted for using equity method (Notes 4 and 11)
Property, plant and equipment (Notes 4, 12 and 30)
3,648,702
2,384,518
19
12
3,290,690
2,394,501
21
988,027
16
Other current assets (Note 15)
Right-of-use assets (Notes 4 and 13)
20,479 - 26,674 164,470
-
Investment properties (Notes 4, 14 and 30) 7,823 - 11,240 -
Other intangible assets (Note 4) 3,561 - 6,766 -
Total current assets
Deferred tax assets (Notes 4 and 25)
17,842 - 20,231 6,815,138
-
Refundable deposits 6,683 - 4,176 -
Other non-current assets (Note 15)
NON-CURRENT ASSETS
79,647 1 97,760 1
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 7)
Total non-current assets
12,498,180 65 11,319,356 6,328,925
74
Investments accounted for using equity method (Notes 4 and 11)
TOTAL
Property, plant and equipment (Notes 4, 12 and 30)
\$ 19,313,318 100 \$ 15,271,465 3,648,702
100
2,384,518
Right-of-use assets (Notes 4 and 13)
LIABILITIES AND EQUITY
Investment properties (Notes 4, 14 and 30)
20,479
7,823
Other intangible assets (Note 4)
CURRENT LIABILITIES
3,561
Short-term borrowings (Note 16) \$
690,000
4 \$
200,000
1
Deferred tax assets (Notes 4 and 25)
Short-term bills payable (Note 16)
1,799,171 9 399,869 17,842
3
Refundable deposits
Contract liabilities - current (Notes 4, 21 and 23)
323,755 2 297,508 6,683
2
Notes payable, net
Other non-current assets (Note 15)
349,566 2 226,745 2
79,647
Trade payable, net (Notes 17 and 21) 1,132,183 6 953,879 6
Lease liabilities - current (Notes 4 and 13) 8,756
147,118
-
1
9,307
120,753
-
1
Other payables (Notes 18 and 29)
Total non-current assets
Current tax liabilities (Notes 4 and 25)
68,835 - - 12,498,180
-
Provisions - current (Notes 4 and 19) 60,792 - 63,532 -
TOTAL
Current portion of long-term borrowings (Note 16)
300,000 2 - \$ 19,313,318
-
Other current liabilities 32,031 - 33,000 -
Total current liabilities 4,912,207 26 2,304,593 15
LIABILITIES AND EQUITY
NON-CURRENT LIABILITIES
Long-term borrowings (Note 16) 300,000 2 150,000 1
Deferred tax liabilities (Notes 4 and 25)
CURRENT LIABILITIES
65,995 - 65,996 1
Lease liabilities - non-current (Notes 4 and 13)
Short-term borrowings (Note 16)
9,738
23,033
-
-
16,075
\$
43,336
-
690,000
-
Net defined benefit liabilities - non-current (Notes 4 and 20)
Short-term bills payable (Note 16)
Other non-current liabilities
530 - 579 1,799,171
-
Contract liabilities - current (Notes 4, 21 and 23)
Total non-current liabilities
399,296 2 275,986 323,755
2
Notes payable, net
Total liabilities
5,311,503 28 2,580,579 349,566
17
Trade payable, net (Notes 17 and 21)
Lease liabilities - current (Notes 4 and 13)
1,132,183
8,756
EQUITY (Note 22)
Share capital
Other payables (Notes 18 and 29)
Ordinary shares
3,994,260 21 3,994,260 147,118
26
Current tax liabilities (Notes 4 and 25)
Capital surplus
396,542 2 356,431 68,835
3
Retained earnings
Provisions - current (Notes 4 and 19)
60,792
Legal reserve 2,190,673 11 2,095,929 14
300,000
Current portion of long-term borrowings (Note 16)
Unappropriated earnings
6,347,269 33 6,192,425 40
Other current liabilities
Total retained earnings
8,537,942 44 8,288,354 32,031
54
Other equity (648) - (921) -
Exchange differences on translation of the financial statements of foreign operations
Unrealized gain on financial assets at fair value through other comprehensive income
1,166,832 6 171,807 4,912,207
1
Total current liabilities
Total other equity
1,166,184 6 170,886 1
Treasury shares (93,113) (1) (119,045) (1)
NON-CURRENT LIABILITIES
Total equity
14,001,815 72 12,690,886 83
300,000
Long-term borrowings (Note 16)
Deferred tax liabilities (Notes 4 and 25)
\$ 19,313,318 100 \$ 15,271,465 65,995
100
TOTAL

The accompanying notes are an integral part of the financial statements. Other non-current liabilities 530 - 579 -

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
Amount % Amount %
OPERATING REVENUE (Notes 23 and 29) \$
7,263,895
100 \$
6,109,403
100
OPERATING COSTS (Notes 10, 20, 24 and 29) (6,460,683) (89) (5,510,375) (90)
GROSS PROFIT 803,212 11 599,028 10
OPERATING EXPENSES (Notes 20, 24 and 29)
Selling and marketing expenses (230,668) (3) (321,317) (5)
General and administrative expenses (120,279) (2) (111,538) (2)
Expected credit (loss) gain (13,277) - 37,907 -
Total operating expenses (364,224) (5) (394,948) (7)
PROFIT FROM OPERATIONS 438,988 6 204,080 3
NON-OPERATING INCOME AND EXPENSES
Interest income 4,515 - 8,426 -
Other income (Notes 24 and 29) 125,302 1 212,282 3
Other gains and (losses) (Note 24) (8,029) - (23,820) -
Finance costs (Note 24) (19,147) - (6,402) -
Share of profit of subsidiaries 594,715 8 590,920 10
Total non-operating income and expenses 697,356 9 781,406 13
PROFIT BEFORE INCOME TAX 1,136,344 15 985,486 16
INCOME TAX EXPENSE (Note 25) (92,695) (1) (38,049) (1)
NET PROFIT FOR THE YEAR 1,043,649 14 947,437 15
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 20)
Unrealized gain (loss) on investments in equity
instruments at fair value through other
(1,069) - (3,311) -
comprehensive income
Share of the other comprehensive income of
994,491 14 (8,364) -
subsidiaries accounted for using the equity
method
Income tax relating to items that will not be
399 - 303 -
reclassified subsequently to profit or loss
(Note 25)
214 - 663 -
994,035 14 (10,709) -
(Continued)

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
Amount % Amount %
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
\$ 341 - \$
(1,214)
-
(Note 25) (68)
273
-
-
243
(971)
-
-
Other comprehensive (loss) income for the year,
net of income tax
994,308 14 (11,680) -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
\$ 2,037,957 28 \$
935,757
15
EARNINGS PER SHARE (Note 26)
Basic
Diluted
\$
\$
2.65
2.65
\$
2.44
\$
2.44

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

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars) STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Thousands)
BALANCE AT JANUARY 1, 2019
Cash dividends distributed by the Company
BALANCE AT JANUARY 1, 2019
Other changes in capital surplus
Appropriation of 2018 earnings
Legal reserve
Unrealized Gain on
Share Capital
Ordinary Shares (In
Amount Capital Surplus Retained Earnings
Legal Reserve
Unappropriated
Earnings
Financial Statements
of Foreign Operations
Exchange Differences
on Translation of the
Other Comprehensive
Fair Value Through
Financial Assets at
Income
Treasury Shares Total Equity
405,426 4,054,260
\$
286,082
\$
Share Capital
\$ 1,997,893
6,128,546
\$
50
\$
207,846
\$
(305,074)
\$
Retained Earnings
\$ 12,369,603
-
-
-
-
Ordinary Shares (In
Thousands)
-
-
98,036
-
(810,852)
(98,036)
Amount
Capital Surplus
-
-
-
-
Legal Reserve
-
-
Unappropriated
Earnings
(810,852)
-
Compensation related to treasury shares transferred to employees
Treasury shares transferred to employees
-
-
-
-
405,426
37,722
5,432
\$
-
-
4,054,260
-
-
-
-
\$
-
-
286,082
1,997,893
47,815
-
\$
6,128,546
85,537
5,432
\$
Appropriation of 2018 earnings
Cash dividends from the Company
Legal reserve
- - 35,316 -
-
-
-
- -
-
98,036
-
(98,036)
35,316
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2019
- - - -
-
-
947,437
- -
-
-
-
(810,852)
947,437
Other comprehensive loss for the year ended December 31, 2019, net of income tax - - - - (2,345) (971) (8,364) - (11,680)
Total comprehensive income (loss) for the year ended December 31, 2019
Treasury shares transferred to employees
Other changes in capital surplus
- - - -
-
-
945,092
(971) (8,364)
37,722
-
-
935,757
Compensation related to treasury shares transferred to employees
Dividends from claims extinguished by prescription
- - 93 -
-
-
-
- -
5,432
-
-
93
Disposal of treasury shares - - 35,447 - - - - 34,553 70,000
Cash dividends from the Company
Retirement of treasury shares
(6,000) (60,000) (43,661) -
-
-
-
- -
35,316
-
103,661
-
Disposal of investments in equity instruments designated as at fair value through other
Net profit for the year ended December 31, 2019
comprehensive income
- - - -
-
-
27,675
- (27,675)
-
-
-
947,437
-
Other comprehensive loss for the year ended December 31, 2019, net of income tax
BALANCE AT DECEMBER 31, 2019
399,426 3,994,260 356,431 2,095,929
-
-
6,192,425
(921) 171,807
-
-
(119,045)
(2,345)
12,690,886
Total comprehensive income (loss) for the year ended December 31, 2019
Cash dividends distributed by the Company
Appropriation of 2019 earnings
Legal reserve
-
-
-
-
-
-
94,744
-
-
-
(793,071)
(94,744)
-
-
-
-
-
-
-
-
945,092
(793,071)
-
Dividends from claims extinguished by prescription
Cash dividends from the Company
- - 4,998 -
-
-
-
- -
93
-
-
4,998
Changes in percentage of ownership interests in subsidiaries - - 8,510 - - - - - 8,510
Net profit for the year ended December 31, 2020
Disposal of treasury shares
- - - -
-
-
1,043,649
- -
35,447
-
-
1,043,649
Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax
Retirement of treasury shares
- - - -
(6,000)
(60,000)
(456)
273 994,491
(43,661)
-
-
994,308
Total comprehensive income for the year ended December 31, 2020 - - - - 1,043,193 273 994,491 - 2,037,957
Disposal of investments in equity instruments designated as at fair value through other
Disposal of treasury shares
- - 26,603 - - - - 25,932 52,535
Disposal of investments in equity instruments designated as at fair value through other
comprehensive income
comprehensive income
- - - -
-
-
(534)
- 534
-
-
-
27,675
-
BALANCE AT DECEMBER 31, 2019
BALANCE AT DECEMBER 31, 2020
399,426 \$ 3,994,260 399,426
396,542
\$
2,190,673
\$
3,994,260
6,347,269
\$
(648)
\$
\$ 1,166,832
356,431
2,095,929
(93,113)
\$
6,192,425
\$ 14,001,815

The accompanying notes are an integral part of the financial statements. Legal reserve - - - 94,744 (94,744) - - - -

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax \$
1,136,344
\$
985,486
Adjustments for:
Depreciation expense (investment properties included) 137,612 112,871
Amortization expense 4,310 6,379
Expected credit loss recognized (reversed) on trade receivables 13,277 (37,907)
Treasury shares transferred to employees at cost - 5,432
Finance costs 19,147 6,402
Interest income (4,515) (8,426)
Dividend income (100,549) (167,427)
Share of profit of subsidiaries (594,715) (590,920)
Gain on disposal of long-term assets (1,173) (1,267)
Net loss on disposal of inventories 5,622 -
Impairment loss recognized on investment properties 3,417 23,678
Realized gain on the transactions with subsidiaries (1,273) (1,273)
Gain on lease modification - (50)
Changes in operating assets and liabilities
Increase in contract assets (1,431,890) (377,594)
(Increase) decrease in notes receivable (73,764) 47,051
(Increase) decrease in trade receivables (333,821) 314,642
(Increase) decrease in other receivables (669) 2,095
(Increase) decrease in inventories (354,910) 185,644
(Increase) decrease in other current assets (134,736) 76,845
Increase (decrease) in contract liabilities 26,247 (554,378)
Increase (decrease) in notes payable 122,821 (114,400)
Increase (decrease) in trade payables 178,304 (55,663)
Increase in other payables 25,984 5,130
(Decrease) increase in provisions (2,740) 53,132
Decrease in deferred revenue (94) (93)
(Decrease) increase in other current liabilities (969) 23,748
Decrease in net defined benefit liabilities (21,371) (37,986)
Cash used in operations (1,384,104) (98,849)
Interest received 4,252 8,433
Interest paid (18,766) (6,264)
Income tax paid (21,259) (129,546)
Net cash used in operating activities (1,419,877) (226,226)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income (1,543) (399,888)
Proceeds from sale of financial assets at fair value through other
comprehensive income 1,646 72,254
Proceeds from sale of financial assets at amortized cost - 5,800
Acquisition of investments accounted for using equity the method (101,004) (175,400)
(Continued)

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
Payments for property, plant and equipment \$
(118,771)
\$
(372,438)
Proceeds from disposal of property, plant and equipment 663 419
(Increase) decrease in refundable deposits (2,507) 6,851
Payments for intangible assets (1,105) (4,662)
Proceeds from disposal of investment properties - 8,077
Decrease in other non-current assets 18,113 20,570
Other dividends received 100,549 167,427
Dividends received from subsidiaries 539,260 684,287
Net cash generated from investing activities 435,301 13,297
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 490,000 200,000
Proceeds from bills payable 1,399,302 399,869
Proceeds from long-term borrowings 600,000 150,000
Repayments of long-term borrowings (150,000) -
Increase (decrease) in guarantee deposits 45 (1,623)
Repayment of principal portion of lease liabilities (9,825) (13,133)
Dividends paid to owners of the Company (793,071) (810,852)
Treasury shares sold to employees - 85,537
Dividends from claims extinguished by prescription - 93
Net cash generated from financing activities 1,536,451 9,891
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 551,875 (203,038)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR 112,038 315,076
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR \$
663,913
\$
112,038

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

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Evergreen Steel Corporation ("the Company" formerly Evergreen Heavy Industrial Corporation, which was later renamed Evergreen E-Services Corporation and Evergreen Development Corporation) was incorporated in January 1973 as a company limited by shares under the Company Law of the Republic of China. The Company merged with Evergreen Superior Alloys Corporation on August 31, 1990. In 1993, the superior alloys division and related assets were transferred or sold to Gloria Material Technology Corporation (formerly Gloria Heavy Industrial Corporation). The Company merged with Ever Pioneer Steel Corporation on October 31, 1998. In 1998, management discontinued the operations of the container production division. On September 30, 2009, the Company merged with Green Steel Structure Corporation by issuing 4,993 thousand shares to acquire a minority interest holding of 5.72%. In this merger, the Company was the survivor entity.

In January 13 2020, the Company received approval from the Taipei Exchange (TPEx) for a domestic initial public offering and its ordinary shares were listed and traded on the Emerging Stock Boards.

The Company repairs containers and manufactures and sells steel structures and related components.

The financial statements are presented in the Company's functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company's board of directors on March 10, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Company's accounting policies:

Amendments to IAS 1 and IAS 8 "Definition of Material"

The Company adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to "could reasonably be expected to influence". Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.

b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021

New IFRSs Effective Date
Announced by IASB
Amendments to IFRS 4 "Extension of the Temporary Exemption from
Applying IFRS 9"
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
"Interest Rate Benchmark Reform - Phase 2"
Effective immediately upon
promulgation by the IASB
January 1, 2021
Amendment to IFRS 16 "Covid-19 - Related Rent Concessions" June 1, 2020

As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company's financial position and financial performance and will disclose the relevant impact when the assessment is completed.

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date
New IFRSs Announced by IASB (Note1)
"Annual Improvements to IFRS Standards 2018-2020" January 1, 2022 (Note 2)
Amendments to IFRS 3 "Reference to the Conceptual Framework" January 1, 2022 (Note 3)
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets To be determined by IASB
between an Investor and its Associate or Joint Venture"
IFRS 17 "Insurance Contracts" January 1, 2023
Amendments to IFRS 17 January 1, 2023
Amendments to IAS 1 "Classification of Liabilities as Current or January 1, 2023
Non-current"
Amendments to IAS 1 "Disclosure of Accounting Policies" January 1, 2023 (Note 6)
Amendments to IAS 8 "Definition of Accounting Estimates" January 1, 2023 (Note 7)
Amendments to IAS 16 "Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4)
before Intended Use"
Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5)
Contract"
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
  • 1) Amendments to IAS 1 "Classification of Liabilities as Current or Non-current"

The amendments clarify that for a liability to be classified as non-current, the Company shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Company will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Company must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.

The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Company's own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Company's own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32 "Financial Instruments: Presentation", the aforementioned terms would not affect the classification of the liability.

2) Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract"

The amendments specify that when assessing whether a contract is onerous, the "cost of fulfilling a contract" includes both the incremental costs of fulfilling that contract (for example, direct labor and materials) and an allocation of other costs that relate directly to fulfilling contracts (for example, an allocation of depreciation for an item of property, plant and equipment used in fulfilling the contract).

The Company will recognize the cumulative effect of the initial application of the amendments in the retained earnings at the date of the initial application.

Except for the above impact, as of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company's financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Statement of compliance

The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

b. Basis of preparation

The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing the parent company only financial statements, the Company used the equity method to account for its investments in subsidiaries. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same as the amounts attributable to the owners of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries, the share of other comprehensive income of subsidiaries, as appropriate, in the parent company only financial statements.

c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;
  • 2) Assets expected to be realized within 12 months after the reporting period; and
  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;
  • 2) Liabilities due to be settled within 12 months after the reporting period; and
  • 3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

The Company engages in the construction business, which has an operating cycle of over one year, and the normal operating cycle applies when considering the classification of the Company's construction-related assets and liabilities.

d. Foreign currencies

In preparing the Company's financial statements, transactions in currencies other than the Company's functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purpose of presenting the financial statements, the assets and liabilities of the Company's foreign operations (including subsidiaries, associates and branches in other countries that use currencies which are different from the currency of the Company) are translated into New Taiwan dollars using the exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences are recognized in other comprehensive income.

e. Inventories

Inventories consist of raw materials, supplies and inventory in transit. Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

f. Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries.

A subsidiary is an entity that is controlled by the Company.

Under the equity method, investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company's share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company's share of equity of subsidiaries attributable to the Company.

Changes in the Company's ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are accounted for as equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee's financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years.

Profit or loss resulting from downstream transactions is eliminated in full only in the parent company only financial statements. Profit and loss resulting from upstream transactions and transactions between subsidiaries is recognized only in the parent company only financial statements and only to the extent of interests in the subsidiaries that are not related to the Company.

When the Company subscribes for additional new shares of a subsidiary at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company's proportionate interest in the subsidiary. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Company's ownership interest is reduced due to its additional subscription of the new shares of the subsidiary, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that subsidiary is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

g. Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment loss.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

h. Investment properties

Investment properties are properties held to earn rental and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

For a transfer of classification from investment properties to property, plant and equipment, the deemed cost of an item of property for subsequent accounting is its carrying amount at the end of owner-occupation.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • i. Intangible assets
  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

j. Impairment of property, plant and equipment, right-of-use and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right-of-use and intangible assets, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

k. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to an acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

a) Measurement category

Financial assets are classified into the following categories: Financial assets at amortized cost and investments in equity instruments at FVTOCI.

i. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents and trade receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
  • ii) Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 12 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

ii. Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company's right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

b) Impairment of financial assets and contract assets

The Company recognizes a loss allowance for expected credit losses on financial assets and contract assets at amortized cost (including trade receivables).

The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables and contract assets. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amount through a loss allowance account.

c) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company's own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company's own equity instruments.

  • 3) Financial liabilities
  • a) Subsequent measurement

All the financial liabilities are measured at amortized cost using the effective interest method.

b) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

l. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

1) Onerous contracts

Onerous contracts are those in which the Company's unavoidable costs of meeting the contractual obligations exceed the economic benefits expected to be received from the contract. The present obligations arising under onerous contracts are recognized and measured as provisions.

2) Warranties

The contractual obligation of the warranty expenditure is expected to occur during the warranty period after the completion of the construction contracts. The Company sets out the provisions according to the warranty expenditure expected to occur during the warranty period. If the preparation is not enough, the current year's expenses shall be included.

m. Revenue recognition

The Company identifies contracts with the customers, allocates transaction price to the performance obligations and recognizes revenue when the performance obligations are satisfied.

1) Revenue from the sale of goods

Revenue from sale of goods comes from manufacturing and sale of steel bars. Sales of goods are recognized as revenue when the goods are shipped or delivered to customer because that is the time customer has full discretion over the manner of distribution and the price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently.

2) Revenue from the rendering of services

Revenue from the rendering of services comes from providing container repair, renovation and storage services. Such service revenue is recognized when performance obligations are satisfied.

3) Construction contracts revenue

The Company recognizes revenue over time during the construction process. Because the cost of unit of the installation completion of the construction is directly related to fulfilling performance obligation, the Company uses the cost of unit of installation as the estimated total output incurred. The cost ratio is used to measure the progress of the completion, and after the inspection of the installation of the construction, income and cost are relatively recognized. The Company gradually recognizes contract assets during the construction process and transfers the amount to accounts receivable when issuing invoices. If the payment received for the construction project exceeds the amount, the difference is recognized as contract liability. The project retention fund is withheld by the customer as stated in the contract to ensure that the Company completes all contractual obligations and is recognized as contract assets until the Company satisfies the performance obligations.

n. Leases

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

1) The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

2) The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee's incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.

  • o. Employee benefits
  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liability are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability represents the actual deficit in the Company's defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

p. Share-based payment arrangements

The fair value at the grant date of the treasury shares transferred to employees is expensed on a straight-line basis over the vesting period, based on the Company's best estimates of the number of shares that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options. It is recognized as an expense in full at the grant date if vested immediately. The grant date of treasury shares transferred to employees is the date on which the board of directors approve the transaction.

q. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years' tax liabilities are added to or deducted from the current year's tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Company considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Construction Contracts

Contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date as the estimated total contract costs. Under the IFRS 15, incentives and penalties are considered as variables and shall be included in the contract revenue only when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The estimated total contract costs and contractual items are assessed and determined by management based on the nature of the work, expected sub-contracting charges, construction periods, processes, methods, etc., for each construction contract. Changes in these estimates might affect the calculation of the percentage of completion and related profit and loss from the construction contracts. Refer to Note 23 for related information.

6. CASH AND CASH EQUIVALENTS

December 31
2020 2019
Cash on hand
Checking accounts and demand deposits
Cash equivalent
Time deposits
\$
2,815
95,098
566,000
\$
2,815
43,223
66,000
\$
663,913
\$
112,038

The market rate intervals of time deposits in the bank at the end of the reporting period were as follows:

December 31
2020 2019
Time deposits 0.82% 1.065%

7. FINANCIAL ASSETS AT FVTOCI

December 31
2020 2019
Non-current
Domestic investments
Listed shares and emerging market shares
Unlisted shares
\$
5,298,293
881,433
\$
4,479,292
840,467
Foreign investments
Unlisted shares
149,199 147,559
\$
6,328,925
\$
5,467,318

These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes.

The Company sold its investments to diversify risks in 2020 and 2019, and transferred a (loss) gain of \$(534) thousand and \$27,675 thousand, respectively, from other equity to retained earnings.

8. FINANCIAL ASSETS AT AMORTIZED COST

December 31
2020 2019
Current
Pledge deposits \$
3,600
\$
3,600
  • a. The ranges of interest rates for pledge deposits were approximately 0.815% and 1.065% per annum as of December 31, 2020 and 2019, respectively.
  • b. Refer to Note 30 for information relating to investments in financial assets at amortized cost pledged as security.

9. TRADE RECEIVABLES

December 31
2020 2019
Trade receivables
At amortized cost
Gross carrying amount
\$
663,182
\$
342,461
Less: Allowance for impairment loss (177) -
\$
663,005
\$
342,461

The average credit period on sales of goods is 0 to 120 days. In determining the recoverability of a trade receivable, the Company considers the changes in the credit quality of the trade receivable since the date of credit was initially granted to the end of the reporting period. The allowance for bad debts refers to the past arrears records of the counterparty and the analysis of its current financial status to estimate the amount that cannot be recovered.

The Company applies the simplified approach for the allowance of expected credit loss prescribed by IFRS 9, which permits the use of a lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated using a provision matrix approach considering the past default experience of the debtor and an analysis of the debtor's current financial positions.

The Company writes off a trade receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable, e.g. when the debtor has been placed under liquidation, or when the trade receivables are over 365 days past due, whichever occurs earlier. The Company directly recognizes the impairment loss of related accounts receivable.

The following table details the Group's aging of trade receivables.

December 31, 2020

Amount Without Sign of Default Amount with
Sign of
0 to 60 Days 61 to 90 Days 91 to 120 Days Over 120 Days Default Total
Expected credit loss rate 0.02% 0.53% 10% - -
Gross carrying amount
Loss allowance (Lifetime ECLs)
\$ 657,567
(144)
\$
5,575
(29)
\$
40
(4)
\$
-
-
\$
-
-
\$ 663,182
(177)
Amortized cost \$ 657,423 \$
5,546
\$
36
\$
-
\$
-
\$ 663,005

December 31, 2019

Amount Without Sign of Default Amount with
Sign of
0 to 60 Days 61 to 90 Days 91 to 120 Days Over 120 Days Default Total
Expected credit loss rate - - - - -
Gross carrying amount
Loss allowance (Lifetime ECLs)
\$ 340,345
-
\$
1,922
-
\$
-
-
\$
194
-
\$
-
-
\$ 342,461
-
Amortized cost \$ 340,345 \$
1,922
\$
-
\$
194
\$
-
\$ 342,461

The above is an aging analysis based on the account opening date.

The above aging schedule was based on the ledger date. The movements of the loss allowance of trade receivables were as follows:

2020 2019
Balance at January 1
Less: Allowance for impairment loss
\$
-
177
\$
14,049
(14,049)
Balance at December 31 \$
177
\$
-

10. INVENTORIES

December 31
2020 2019
Raw materials \$
979,728
\$
629,464
Supplies 1,096 7,299
Inventory in transit 7,203 1,976
\$
988,027
\$
638,739

The cost of inventories, excluding the cost from steel structure industry, recognized as operating cost for the years ended December 31, 2020 and 2019 was \$118,210 thousand and \$139,109 thousand, respectively.

The cost of goods sold which included the inventory reversals and disposals is as follow:

2020 2019
Inventory write-downs (reversed)
Loss of inventory scrapped and physical inventories
\$
2,995
2,627
\$ (24,864)
-
\$
5,622
\$ (24,864)

Previous write-downs were reversed as a result of sold of inventory that had been write-downs.

11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in Subsidiaries

December 31
Name of Subsidiaries 2020 2019
Hsin Yung Enterprise Corporation \$
1,753,091
\$
1,643,400
Super Max Engineering Enterprise Co., Ltd. 825,841 728,987
Ming Yu Investment Corporation 289,005 237,704
Ever Ecove Corporation 780,765 680,599
\$
3,648,702
\$
3,290,690

Proportion of Ownership and

Voting Rights
December 31
2020 2019
Hsin Yung Enterprise Corporation 68.46% 68.46%
Super Max Engineering Enterprise Co., Ltd. 48.13% 48.12%
Ming Yu Investment Corporation 100.00% 100.00%
Ever Ecove Corporation 50.06% 70.00%
  • a. Ever Ecove Corporation handled a cash capital increase at the end of November 30, 2020. The Company did not subscribe for new shares based on the shareholding ratio. After the capital increase, the shareholding ratio dropped to 50.06%.
  • b. The investments in subsidiaries accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2020 and 2019 was based on the subsidiaries' audited financial statements for the years then ended.

12. PROPERTY, PLANT AND EQUIPMENT

Freehold Land Land
Improvements
Buildings Machinery and
Equipment
Transportation
Equipment
Other
Equipment
Total
Cost
Balance at January 1, 2020
Additions
Disposals
Reclassification
\$ 1,375,099
-
-
-
\$
159,659
-
-
(1,288)
\$ 1,417,987
3,519
(17)
80,296
\$
742,345
1,010
(7,655)
32,431
\$
63,786
767
(3,307)
-
\$
54,138
954
(3,012)
1,082
\$ 3,813,014
6,250
(13,991)
112,521
Balance at December 31,
2020
\$ 1,375,099 \$
158,371
\$ 1,501,785 \$
768,131
\$
61,246
\$
53,162
\$ 3,917,794
Accumulated depreciation
and impairment
Balance at January 1, 2020
Disposals
Depreciation expense
\$
-
-
-
\$
121,975
-
3,414
\$
870,487
(39)
43,986
\$
348,044
(7,381)
67,971
\$
41,149
(3,307)
6,510
\$
36,858
(2,990)
6,599
\$ 1,418,513
(13,717)
128,480
Balance at December 31,
2020
\$
-
\$
125,389
\$
914,434
\$
408,634
\$
44,352
\$
40,467
\$ 1,533,276
Carrying amount at
December 31, 2020
\$ 1,375,099 \$
32,982
\$
587,351
\$
359,497
\$
16,894
\$
12,695
\$ 2,384,518
Cost
Balance at January 1, 2019
Additions
Disposals
Reclassification
Transfers from investment
properties
\$ 1,178,429
-
-
-
196,670
\$
126,736
-
-
32,923
-
\$ 1,137,729
33,740
(20,671)
111,436
155,753
\$
575,843
228
(10,177)
176,451
-
\$
64,053
7,189
(7,456)
-
-
\$
44,385
6,575
(717)
3,895
-
\$ 3,127,175
47,732
(39,021)
324,705
352,423
Balance at December 31,
2019
\$ 1,375,099 \$
159,659
\$ 1,417,987 \$
742,345
\$
63,786
\$
54,138
\$ 3,813,014
Accumulated depreciation
and impairment
Balance at January 1, 2019
Disposals
Depreciation expense
Transfers from investment
properties
\$
-
-
-
-
\$
118,942
-
3,033
-
\$
772,544
(15,195)
30,233
82,905
\$
302,631
(8,462)
53,875
-
\$
42,084
(7,456)
6,521
-
\$
32,488
(717)
5,087
-
\$ 1,268,689
(31,830)
98,749
82,905
Balance at December 31,
2019
\$
-
\$
121,975
\$
870,487
\$
348,044
\$
41,149
\$
36,858
\$ 1,418,513
Carrying amount at
December 31, 2019
\$ 1,375,099 \$
37,684
\$
547,500
\$
394,301
\$
22,637
\$
17,280
\$ 2,394,501

The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:

3-10 years
2-55 years
3-10 years
5 years
3-5 years

Property, plant and equipment pledged as collateral for bank borrowings were set out in Note 30.

13. LEASE ARRANGEMENTS

a. Right-of-use assets

December 31
2020 2019
Carrying amount
Land \$
19,476
\$
24,667
Buildings
Other equipment
-
1,003
-
2,007
\$
20,479
\$
26,674
For the Year Ended December 31
2020 2019
Additions to right-of-use assets \$
3,617
\$
17,945
Depreciation charge for right-of-use assets
Land \$
8,128
\$
6,338
Buildings - 4,549
Other equipment 1,004 1,004
\$
9,132
\$
11,891

Except for the aforementioned addition and recognized depreciation, the Company did not have significant sublease or impairment of right-of-use assets for the years ended December 31, 2020 and 2019.

b. Lease liabilities

December 31
2020 2019
Carrying amount (incremental borrowing rate at 1.1%)
Current \$
8,756
\$
9,307
Non-current \$
9,738
\$
16,075

c. Material lease-in activities and terms (the Company as lessee)

The Company leases land, buildings and equipment for the use of plants and manufacturing with lease term of 2 to 3 years. The Company does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease term. In addition, the Company is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor's consent.

d. Other lease information

For the Year Ended December 31
2020 2019
Expenses relating to short-term leases and low-value asset leases
Total cash outflow for leases
\$
9,961
\$
20,011
\$
6,238
\$
19,712

14. INVESTMENT PROPERTIES

Amount
Cost
Balance at January 1, 2020
Additions
\$
150,995
-
Balance at December 31, 2020 \$
150,995
Accumulated depreciation and impairment
Balance at January 1, 2020
Impairment loss
\$ (139,755)
(3,417)
Balance at December 31, 2020 \$ (143,172)
Carrying amount at December 31, 2020 \$
7,823
Cost
Balance at January 1, 2019
Disposals
Transfers to property, plant and equipment
\$
514,076
(10,658)
(352,423)
Balance at December 31, 2019 \$
150,995
Accumulated depreciation and impairment
Balance at January 1, 2019
Impairment losses
Disposals
Depreciation expense
Transfers to property, plant and equipment
\$ (206,588)
(23,678)
9,837
(2,231)
82,905
Balance at December 31, 2019 \$ (139,755)
Carrying amount at December 31, 2019 \$
11,240

For the years ended December 31, 2019, the investment properties are depreciated using the straight-line method over 6-50 years.

The valuation was arrived by reference to market evidence of transaction prices for similar properties, it is fair value is as followed:

December 31
2020 2019
Fair value \$
15,028
\$
18,580

15. OTHER ASSETS

December 31
2020 2019
Current
Prepaid expense
Prepayments
Tax credit
\$
19,881
96,349
48,240
\$
11,753
6
17,975
\$
164,470
\$
29,734
Non-current
Prepayments for equipment \$
79,647
\$
97,760

16. BORROWINGS

a. Short-term borrowings

December 31
2020 2019
Unsecured borrowings
Line of credit borrowings \$
690,000
\$
200,000

The range of effective interest rate on bank loans was 0.88%-0.90% and 0.95% per annum as of December 31, 2020 and 2019, respectively.

b. Short-term bills payable

December 31
2020 2019
Commercial paper
Less: Unamortized discounts on short-term bills payable
\$
1,800,000
(829)
\$
400,000
(131)
\$
1,799,171
\$
399,869

Outstanding short-term bills payable were as follows:

December 31, 2020

Promissory Institution Nominal
Amount
Discount
Amount
Carrying
Amount
Interest
Rate
Commercial paper
China Bills Finance Corporation
Mega Bills Finance Co., Ltd.
International Bills Finance
Corporation
\$
600,000
600,000
600,000
\$
(390)
(189)
(250)
\$
599,610
599,811
599,750
0.848%
0.858%
0.868%
\$
1,800,000
\$
(829)
\$
1,799,171

December 31, 2019

Promissory Institution Nominal
Amount
Discount
Amount
Carrying
Amount
Interest
Rate
Commercial paper
China Bills Finance Corporation
Mega Bills Finance Co., Ltd.
\$
200,000
200,000
\$
(66)
(65)
\$ 199,934
199,935
0.918%
0.918%
\$
400,000
\$
(131)
\$ 399,869
c. long-term borrowings
December 31
2020 2019
Secured borrowings
Bank loans (Note 30) \$ 580,000 \$
150,000
Unsecured borrowings
Bank loans 20,000 -
Less: Current portions 600,000
(300,000)
150,000
-
\$ 300,000 \$
150,000
  • 1) The Company borrowed \$300,000 thousand and \$100,000 thousand from Taiwan Business Bank which were secured by land and building mortgage guarantees. The loan maturity date is January 16, 2024. The effective interest rate was 0.893% and 1.195% per annum as of December 31, 2020 and 2019, respectively. Starting from the actual date of disbursement, the Company paid interest monthly during the first 3 years. On the fourth year, the principal with interest will be paid monthly for 2 years. The Company borrowed \$100,000 thousand for 2019, which made a full repayment of the debt in advance in January 2020.
  • 2) The Company borrowed \$280,000 thousand from Cathay United Bank which was secured by building mortgage guarantees and unsecured borrowings of \$20,000 thousand. The loan term is from February 24, 2020 to June 28, 2021. Starting from the actual date of disbursement, the Company makes monthly amortized payments on principal and interest. The Company will fully repay the debt when it is due. The effective interest rate was 0.95%-1% per annum as of December 31, 2020.
  • 3) The Company borrowed \$50,000 thousand from Taiwan Cooperative Bank which was secured by land and buildings mortgage guarantee. The loan term is from January 18, 2019 to January 18, 2021. Starting from the actual date of disbursement, the Company makes monthly amortized payments on principal and interest. The Company made a full repayment of the debt in advance in January 2020. The effective interest rate was 1.2% per annum as of December 31, 2019.

17. TRADE PAYABLES

The average credit period on purchases of certain goods was 30 to 90 days. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

Retentions payable on construction contracts which are included in trade payables and are not bearing interest and are expected to be paid at the end of retention periods, which are within the normal operating cycle of the Company, usually more than twelve months after the reporting period. Refer to Note 21 for maturity analysis of retentions payable.

18. OTHER LIABILITIES

December 31
2020 2019
Current
Other payables
Payable for transportation fees \$ 37,745 \$ 30,496
Payable for annual leave 28,164 24,533
Payable for compensation of employee and remuneration of
directors and supervisors 10,745 12,407
Payable for insurance expenses 10,516 8,380
Payable for salaries or bonus 6,907 3,123
Payable for repairs and maintenance 4,664 13,051
Payable for professional fees 3,388 2,919
Others 44,989 25,844
\$ 147,118 \$ 120,753

19. PROVISIONS

For the Year Ended December 31
2020 2019
Current
Warranties*
Onerous contract - loss on construction
\$
60,723
69
\$
56,115
7,417
\$
60,792
\$
63,532

* The contractual obligation of the warranty expenditure is expected to occur during the warranty period after the completion of the construction contracts.

20. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees' individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Act is operated by the government of ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contribute amounts equal to 6% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee's name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the "Bureau"); the Company has no right to influence the investment policy and strategy.

The amounts included in the independent balance sheets in respect of the Company's defined benefit plans were as follows:

December 31
2020 2019
Present value of defined benefit obligation
Fair value of plan assets
\$
349,257
(326,224)
\$
355,637
(312,301)
Net defined benefit liabilities \$
23,033
\$
43,336

Movements in net defined benefit liabilities were as follows:

Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Net Defined
Benefit
Liability
Balance at January 1, 2019 \$
364,248
\$ (286,237) \$
78,011
Service cost
Current service cost 5,400 - 5,400
Net interest expense (income) 3,642 (3,000) 642
Recognized in profit or loss 9,042 (3,000) 6,042
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (10,291) (10,291)
Actuarial loss - changes in demographic
assumptions 28 - 28
Actuarial loss - changes in financial
assumptions 7,921 - 7,921
Actuarial loss - experience adjustments 5,653 - 5,653
Recognized in other comprehensive income 13,602 (10,291) 3,311
Contributions from the employer - (27,187) (27,187)
Benefits paid (14,414) 14,414 -
Company paid (16,841) - (16,841)
Balance at December 31, 2019 \$
355,637
\$ (312,301) \$
43,336
(Continued)

Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Net Defined
Benefit
Liability
Balance at January 1, 2020 \$
355,637
\$ (312,301) \$
43,336
Service cost
Current service cost 5,435 - 5,435
Net interest expense (income) 2,667 (2,445) 222
Recognized in profit or loss 8,102 (2,445) 5,657
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (9,869) (9,869)
Actuarial loss - changes in financial
assumptions 7,478 - 7,478
Actuarial loss - experience adjustments 3,460 - 3,460
Recognized in other comprehensive income 10,938 (9,869) 1,069
Contributions from the employer - (27,029) (27,029)
Benefits paid (25,420) 25,420 -
Balance at December 31, 2020 \$
349,257
\$ (326,224) \$
23,033
(Concluded)

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:

For the Year Ended December 31
2020 2019
Operating cost
Operating expenses
\$
2,899
2,758
\$
2,495
3,547
\$
5,657
\$
6,042

Through the defined benefit plans under the Labor Standards Act, the Company is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets shall not be below the interest rate for a 2-year time deposit with local banks.
  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan's debt investments.
  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

December 31
2020 2019
Discount rate(s) 0.5% 0.75%
Expected rate(s) of salary increase 2% 2%
Turnover rate 3%-7.5% 3%-7.5%

If possible reasonable change in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation decreases (increases) as follows:

December 31
2020 2019
Discount rate(s)
0.25% increase \$
(7,478)
\$
(7,921)
0.25% decrease \$
7,730
\$
8,195
Expected rate(s) of salary increase
0.25% increase \$
7,483
\$
7,954
0.25% decrease \$
(7,278)
\$
(7,730)

The sensitivity analysis previously presented may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that change in assumptions will occur in isolation of one another as some of the assumptions may be correlated.

December 31
2020 2019
Expected contributions to the plan for the next year \$
26,834
\$
27,427
Average duration of the defined benefit obligation 8.8 years 9.2 years

21. MATURITY ANALYSIS OF ASSETS AND LIABILITIES

The current/non-current classification of the Company's assets and liabilities relating to steel structure business was based on its operating cycle. The amount expected to be recovered or settled within one year after reporting period and more than one year after reporting period for related assets and liabilities are as follows:

More Than 1
December 31, 2020 Within 1 Year Year Total
Assets
Notes receivable \$
126,203
\$
-
\$
126,203
Trade receivables 635,261 - 635,261
Inventory 986,652 - 986,652
Contracts assets - current 3,468,046 722,927 4,190,973
\$
5,216,162
\$
722,927
\$
5,939,089
(Continued)

More Than 1
Within 1 Year Year Total
Liabilities
Notes payable \$
931
\$
-
\$
931
Trade payables 907,412 212,977 1,120,389
Contracts liabilities - current 298,877 24,878 323,755
\$
1,207,220
\$
237,855
\$
1,445,075
December 31, 2019
Assets
Notes receivable \$
52,443
\$
-
\$
52,443
Trade receivables 318,631 - 318,631
Inventory 635,713 - 635,713
Contracts assets - current 2,192,088 566,995 2,759,083
\$
3,198,875
\$
566,995
\$
3,765,870
Liabilities
Notes payable \$
6,655
\$
-
\$
6,655
Trade payables 763,468 179,249 942,717
Contracts liabilities - current 241,181 56,327 297,508
\$
1,011,304
\$
235,576
\$
1,246,880
(Concluded)

22. EQUITY

a. Share capital

Ordinary shares

December 31
2020 2019
Number of shares authorized (in thousands)
Shares authorized
440,000
\$
4,400,000
440,000
\$
4,400,000
Number of shares issued and fully paid (in thousands) 399,426 399,426
Shares issued \$
3,994,260
\$
3,994,260

On July 31, 2019, the Company's board of directors resolved that the subsidiary Ming Yu Corporation return the 6,000 thousand shares held by the Company with a physical reduction of capital. The above mentioned proposal of the retirement of 6,000 thousand treasury shares was approved and declared effective by the MOEA on September 2, 2019.

b. Capital surplus

December 31
2020 2019
May be used to offset a deficit, distributed as
cash dividends, or transferred to share capital (1)
Treasury share transactions
Consolidation excess
\$
333,208
51,956
\$
301,607
51,956
May only be used to offset a deficit
Changes in percentage of ownership interests in subsidiaries (2)
Expired employee share options
Unclaimed dividends
8,510
2,775
93
-
2,775
93
\$
396,542
\$
356,431
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company's capital surplus and to once a year).
  • 2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions or from changes in capital surplus of subsidiaries accounted for using the equity method.
  • c. Retained earnings and dividend policy

Under the dividend policy as set forth in the Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company's board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders' meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of compensation of employees and remuneration of directors and supervisors before and after amendment, refer to f. employee benefits expense in Note 24.

The Company's dividend policy is designed to meet present and future development projects and takes into consideration the investment environment, funding requirements, international or domestic competitive conditions while simultaneously meeting shareholders' interests. When there is no cumulative loss, the parent company shall distribute dividends at no less than 50% of the net profit. The way to distribute dividends could be either through cash or shares, and cash dividends shall not be less than 50% of the total dividends.

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company's paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company's paid-in capital, the excess may be transferred to capital or distributed in cash.

The appropriations of earnings for 2019 and 2018 which were approved in the shareholders' meetings on June 18, 2020 and May 30, 2019, respectively, were as follows:

Appropriation of Earnings Dividends Per Share (NT\$)
For the Year Ended
December 31
For the Year Ended
December 31
2019 2018 2019 2018
Legal reserve
Cash dividends
\$
94,744
793,071
\$
98,036
810,852
\$
2
\$
2

The appropriations of earnings for 2020, which were proposed by the Company's board of directors on March 10, 2021, were as follows:

Appropriation
of Earnings
Dividends Per
Share (NT\$)
Legal reserve \$
104,266
Cash dividends 872,378 \$
2.2

The appropriation of earnings for 2020 is subject to resolution in the shareholders' meeting to be held on June 25, 2021.

d. Treasury shares

Shares
Transferred to
Employees
(In Thousands
of Shares)
Shares Held by
Subsidiary -
Ming Yu
Investment
Corporation
(In Thousands
of Shares)
Total
(In Thousands
of Shares)
Number of shares at January 1, 2020
Additions
2,891
-
4,000
-
6,891
-
Less - (1,501) (1,501)
Number of shares at December 31, 2020 2,891 2,499 5,390
Carrying amount at December 31, 2020 \$
49,938
\$
43,175
\$
93,113
Number of shares at January 1, 2019 - 17,658 17,658
Additions
Less
5,658
(2,767)
-
(13,658)
5,658
(16,425)
Number of shares at December 31, 2019 2,891 4,000 6,891
Carrying amount at December 31, 2019 \$
49,938
\$
69,107
\$
119,045

1) For the year ended December 31, 2020, the Company's shares were held by its subsidiary - Ming Yu Investment Corporation. Ming Yu Investment Corporation sold 1,501 thousand shares to third parties. For the year ended December 31, 2019, the Company's shares were held by its subsidiary - Ming Yu Investment Corporation. Ming Yu Investment Corporation reduced its capital by returning 6,000 thousand shares to the Company and selling 5,658 thousand shares and 2,000 thousand shares, respectively, to the Company and third parties. The above mentioned shares totaled 13,658 thousand.

2) For the year ended December 31, 2019, the Company repurchased 5,658 thousand shares. The purpose of the repurchase was to transfer the shares to employees from the subsidiary - Ming Yu Investment Corporation, and the employees actually executed 2,767 thousand shares. For the year ended December 31, 2019, the treasury shares transferred to employees was \$5,432 thousand and the capital surplus - treasury shares was \$37,722 thousand which is recognized after the implementation and deduction of related transaction costs.

Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders' rights on these shares, such as the rights to dividends and to vote. The subsidiaries holding treasury shares, however, are bestowed shareholders' rights, except the rights to participate in any share issuance for cash and to vote.

23. REVENUE

For the Year Ended December 31
2020 2019
Construction contract revenue
Revenue from containers repair
Revenue from the sale of goods
\$
7,117,905
145,990
-
\$
5,945,266
141,072
23,065
\$
7,263,895
\$
6,109,403

a. Contact balances

December 31
2020 2019
Contract assets
Properties construction \$
3,036,146
\$
1,705,821
Retention receivable 1,192,876 1,078,211
Less: Allowance for impairment loss (38,049) (24,949)
Contract assets - current \$
4,190,973
\$
2,759,083

The movements of the loss allowance of retention receivables were as follows:

For the Year Ended December 31
2020 2019
Balance at January 1 \$
24,949
\$
48,807
Add: Net remeasurement of loss allowance (reversed) 13,100 (23,858)
Balance at December 31 \$
38,049
\$
24,949
December 31
2020 2019
Contract liabilities
Properties construction \$
323,755
\$
297,508

b. Partially completed contracts

The transaction prices, excluding any estimated amounts of variable consideration that are constrained, allocated to the performance obligations that are not fully satisfied and the expected timing for recognition of revenue are as follows.

December 31,
2020
Property construction contracts
In 2021 \$
13,959,269
In 2022 1,634,948
From 2023 to after years 311,433
\$
15,905,650
Property construction contracts
In 2020 \$
7,592,530
In 2021 4,354,436
From 2022 to after years 475,851
\$
12,422,817

24. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS

a. Other income

For the Year Ended December 31
2020 2019
Dividends
Rental income
Others (Note 29)
\$
100,549
8,452
16,301
\$
167,427
13,435
31,420
\$
125,302
\$
212,282

b. Other gains and losses

For the Year Ended December 31
2020 2019
Gain on disposal of long-term assets \$
1,173
\$
1,267
Net foreign exchange gains (89) 87
Impairment loss on investment properties (3,417) (23,678)
Others (5,696) (1,496)
\$
(8,029)
\$ (23,820)

c. Finance costs

For the Year Ended December 31
2020 2019
Interest on bank loans \$
11,742
\$
3,626
Interest of commercial paper 7,180 2,435
Interest on lease liabilities 225 341
\$
19,147
\$
6,402

d. Depreciation and amortization

For the Year Ended December 31
2020 2019
Property, plant and equipment
Investment property
Right-of-use assets
Intangible assets
\$
128,480
-
9,132
4,310
\$
98,749
2,231
11,891
6,379
\$
141,922
\$
119,250
An analysis of deprecation by function
Operating costs
Operating expenses
\$
132,138
5,474
\$
137,612
\$
96,177
16,694
\$
112,871
An analysis of amortization by function
Operating costs
Operating expenses
\$
1,306
3,004
\$
4,310
\$
3,004
3,375
\$
6,379

e. Employee benefits expense

For the Year Ended December 31
2020 2019
Post-employment benefits
Defined contribution plans \$
13,881
\$
12,963
Defined benefit plans (Note 20) 5,657 6,042
Other employee benefits 537,361 481,574
Total employee benefits expense \$
556,899
\$
500,579
An analysis of employee benefits expense by function
Operating costs \$
285,751
\$
227,146
Operating expenses 271,148 273,433
\$
556,899
\$
500,579

f. Compensation of employees and remuneration of directors and supervisors

According to the Articles of Incorporation of the Company, the Company accrued compensation of employees and remuneration of directors and supervisors at rates of no less than 0.5% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors and supervisors. The compensation of employees and the remuneration of directors and supervisors for the years ended December 31, 2020 and 2019, which were approved by the Company's board of directors on March 10, 2021 and March 16, 2020, respectively, are as follows:

Accrual rate

For the Year Ended December 31
2020 2019
Compensation of employees 0.50% 0.54%
Remuneration of directors and supervisors 0.44% 0.68%

Amount

For the Year Ended December 31
2020 2019
Cash Cash
Compensation of employees
Remuneration of directors and supervisors
\$
5,745
5,000
\$
5,407
6,819

If there is a change in the amounts after the annual independent financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate in the following year.

The Company held board of directors' meetings on March 16, 2020 and March 14, 2019, and those meetings resulted in the actual amounts of the remuneration of directors and supervisors paid for 2019 and 2018 to differ from the amounts recognized in the financial statements for the years ended December 31, 2019 and 2018, respectively. The differences were adjusted to profit and loss in the following year.

For the Year Ended December 31
2019 2018
Compensation
of Employees
Remuneration
of Directors
and
Supervisors
Compensation
of Employees
Remuneration
of Directors
and
Supervisors
Amounts approved in the board
of directors' meeting
Amounts recognized in the
\$
5,407
\$
6,819
\$
5,659
\$
7,000
annual financial statements \$
5,407
\$
7,000
\$
5,659
\$
7,000

Information on the compensation of employees and remuneration of directors and supervisors resolved by the Company's board of directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

25. INCOME TAXES

a. Income tax recognized in profit or loss

Major components of tax expense recognized in profit or loss are as follows:

For the Year Ended December 31
2020 2019
Current tax
In respect of the current year \$
87,586
\$
41,842
Income tax on additional tax of unappropriated earnings 2,507 -
Adjustments for prior years - 127
90,093 41,969
Deferred tax
In respect of the current year 2,602 (3,920)
Income tax expense recognized in profit or loss \$
92,695
\$
38,049

A reconciliation of accounting profit and income tax expense is as follows:

For the Year Ended December 31
2020 2019
Profit before tax \$ 1,136,344 \$ 985,486
Income tax expense calculated at the statutory rate \$ 227,269 \$ 197,097
Nondeductible expenses in determining taxable income 695 6,220
Tax-exempt income (139,053) (153,120)
Income tax on additional tax of unappropriated earnings 2,507 -
Unrecognized deductible temporary differences 1,277 (12,275)
Adjustments for prior years' tax - 127
Income tax expense recognized in profit or loss \$ 92,695 \$ 38,049

In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Company only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.

b. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2020

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre
hensive
Income
Closing
Balance
Deferred tax assets
Temporary differences
Defined benefit plans
Payable for annual leave
Unrealized exchange loss
Provision for warranties
\$
4,102
4,906
-
11,223
\$
20,231
\$
(4,275)
726
24
922
\$
(2,603)
\$
214
-
-
-
\$
214
\$
41
5,632
24
12,145
\$
17,842
Deferred tax liabilities
Temporary differences
Reserve for land value
increment tax
Unrealized exchange gain
\$
65,995
1
\$
65,996
\$
-
(1)
\$
(1)
\$
-
-
\$
-
\$
65,995
-
\$
65,995

For the year ended December 31, 2019

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre
hensive
Income
Closing
Balance
Deferred tax assets
Temporary differences
Defined benefit plans
Payable for annual leave
Provision for warranties
\$
11,037
4,610
-
\$
15,647
\$
(7,598)
296
11,223
\$
3,921
\$
663
-
-
\$
663
\$
4,102
4,906
11,223
\$
20,231
Deferred tax liabilities
Temporary differences
Reserve for land value
increment tax
Unrealized exchange gain
\$
65,995
-
\$
65,995
\$
-
1
\$
1
\$
-
-
\$
-
\$
65,995
1
\$
65,996

c. Deductible temporary differences for which no deferred tax assets have been recognized in the balance sheets

December 31
2020 2019
Deductible temporary differences
Bad debts in excess of the limit \$
491,487
\$
486,040
Impairment loss on financial assets 145,079 145,079
Loss on market price decline 20,114 17,119
Unrealized gain on the transactions with subsidiaries 1,739 3,797
\$
658,419
\$
652,035

d. Income tax assessments

The income tax of the Company through 2018, except 2019, have been assessed by the tax authorities.

26. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:

Net profit for the year

For the Year Ended December 31
2020 2019
Profit for the year \$
1,043,649
\$
947,437
Shares

Unit: In Thousand Shares

For the Year Ended December 31
2020 2019
Weighted average number of ordinary shares used in the
computation of basic earnings per share 394,011 388,400
Effect of potentially dilutive ordinary shares:
Compensation of employees 159 202
Weighted average number of ordinary shares outstanding in the
computation of diluted earnings per share 394,170 388,602

The Company may settle the compensation paid to employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

27. CAPITAL MANAGEMENT

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Company's overall strategy remains unchanged.

The capital structure of the Company consists of net debt (borrowings offset by cash and cash equivalents) and equity attributable to owners of the Company (comprising issued capital, reserves, retained earnings and other equity).

The Company is not subject to any externally imposed capital requirements.

28. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments not measured at fair value

Management believes that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis
  • 1) Fair value hierarchy

Fair value hierarchy as of December 31, 2020

Level 1 Level 2 Level 3 Total
Financial assets at FVTOCI
Investments in equity
instruments
Listed shares and emerging
market shares
\$
5,298,293
\$
-
\$
-
\$
5,298,293
Unlisted shares - ROC - - 881,433 881,433
Unlisted shares in other
country
- - 149,199 149,199
\$
5,298,293
\$
-
\$
1,030,632
\$
6,328,925
Fair value hierarchy as of December 31, 2019
Level 1 Level 2 Level 3 Total
Financial assets at FVTOCI
Investments in equity
instruments
Listed shares and emerging
market shares \$
4,479,292
\$
-
\$
-
\$
4,479,292
Unlisted shares - ROC
Unlisted shares in other
- - 840,467 840,467
country - - 147,559 147,559
\$
4,479,292
\$
-
\$
988,026
\$
5,467,318

There were no transfers between Levels 1 and 2 in the current and prior periods.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments: None
  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement: None
  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement: The fair values of unlisted equity securities - ROC were determined using market approach. The market approach is used to arrive at their par values for which the recent financing activities of investees, the market transaction prices of the similar companies and market conditions are considered.
  • c. Categories of financial instruments
December 31
2020 2019
Financial assets
Financial assets at amortized cost (1) \$
1,475,523
\$
525,901
Financial assets at FVTOCI
Equity instruments
6,328,925 5,467,318
Financial liabilities
Financial liabilities measured at amortized cost (2) 4,659,473 1,999,602
  • 1) The balances included financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade and other receivables, financial assets at amortized cost and refundable deposits.
  • 2) The balances included financial liabilities measured at amortized cost, which comprise notes payable and trade payables, other payables, guarantee deposits received, short-term borrowings, short-term bills payable, current portion of long-term borrowings and long-term borrowings.
  • d. Financial risk management objectives and policies

The Company's major financial instruments include equity investments, trade receivable, trade payables, borrowings and lease liabilities. The Company's Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Company's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

There had been no change to the Company's exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The Company had foreign currency sales and purchases, which exposed the Company to foreign currency risk. The foreign currency fluctuation affects the financial instruments market value due to the Company's policy of hedges in pre-purchase of foreign forward exchanges.

The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the year are set out in Note 32.

Sensitivity analysis

The Company was mainly exposed to the Currency USD and Currency RMB.

The Company analyzes its sensitivity's increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. A sensitivity rate of 5% is used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the year for a 5% change in foreign currency rates.

b) Interest rate risk

The Company was exposed to interest rate risk because entities in the Company borrowed funds at both fixed and floating interest rates.

The carrying amount of the Company's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.

December 31
2020 2019
Fair value interest rate risk
Financial liabilities
Cash flow interest rate risk
\$
2,789,171
\$
599,869
Financial assets
Financial liabilities
571,875
300,000
71,492
150,000

Sensitivity analysis

The sensitivity analyses below were determined based on the Company's exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company's pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by \$1,359 thousand and \$(393) thousand, respectively, which was mainly attributable to the Company's exposure to interest rates on its variable-rate bank borrowings, time deposits and demand deposits.

c) Other price risk

The Company was exposed to equity price risk through its investments in listed equity securities. The Company's equity price risk was mainly concentrated on equity instruments operating in Taiwan industry sector quoted in the Taiwan Stock Exchange.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 15% higher/lower, pre-tax profit for years ended December 31, 2020 and 2019 would have increased/decreased by \$949,339 thousand and \$820,098 thousand, respectively, as a result of the changes in fair value of financial assets as FVTOCI.

The Company's sensitivity to equity prices increased due to the impact of equity price fluctuations.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. At the end of the reporting period, the Company's maximum exposure to credit risk which may cause a financial loss to the Company due to failure of counterparties to discharge an obligation and financial guarantees provided by the Company could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets.

In order to minimize credit risk, management of the Company is responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, management believes the Company's credit risk was significantly reduced.

The Company's concentration of credit risk of 45% and 42% of total trade receivables as of December 31, 2020 and 2019, respectively, was related to the Company's five largest customers. The credit concentration risk of the remaining trade receivables is relatively insignificant.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company's operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Company had available unutilized bank loan facilities set out in (b) below.

a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. The tables included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.

December 31, 2020

Less than 1
Year
1-5 Years 5+ Years
Non-derivative financial liabilities
Non-interest bearing \$
1,357,256
\$
212,977
\$
-
Lease liabilities 8,756 9,738 -
Variable interest rate liabilities 301,390 - -
Fixed interest rate liabilities 2,489,719 308,147 -
\$
4,157,121
\$
530,862
\$
-
Additional information about the maturity analysis for lease liabilities:
Less than 1
Year 1-5 Years 5+ Years Total
Lease liabilities \$
8,908
\$
9,835
\$
-
\$
18,743

December 31, 2019

Less than 1
Year
1-5 Years
5+ Years
Non-derivative financial liabilities
Non-interest bearing
Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
\$
1,070,461
9,307
147
600,432
\$
179,249
16,075
150,000
-
\$
-
-
-
-
\$
1,680,347
\$
345,324
\$
-

Additional information about the maturity analysis for lease liabilities:

Less than 1
Year
1-5 Years 5+ Years Total
Lease liabilities \$ \$ \$ \$
9,309 16,491 - 25,800

b) Financing facilities

December 31
2020 2019
Unsecured bank overdraft facility
Amount used
\$
2,510,000
\$
600,000
Amount unused 3,985,000 5,945,000
\$
6,495,000
\$
6,545,000
Secured bank overdraft facility
Amount used
Amount unused
\$
580,000
800,000
\$
150,000
1,230,000
\$
1,380,000
\$
1,380,000

29. TRANSACTIONS WITH RELATED PARTIES

The Company's major shareholder was Evergreen International Corporation, which held both 22.81% of ordinary shares of the Company as of December 31, 2020 and 2019.

In addition to information disclosed elsewhere in the other notes, details of transactions between the Company and other related parties are disclosed below.

a. Related parties and their relationships

Related Party Relationship with the Company
Evergreen International Corporation
Evergreen Security Corporation
Ever Accord Construction Corporation
EVA Airways Corporation
Investors that have significant influence over the Company
Related party in substance
Related party in substance
Related party in substance
Evergreen Logistics Corporation
Evergreen Marine Corporation
Hsin Yung Enterprise Corporation
Ever Ecove Corporation
Related party in substance
Related party in substance
Subsidiary
Subsidiary
Ming Yu Investment Corporation
Super Max Engineering Enterprise Co.,
Ltd.
Subsidiary
Subsidiary
b.
Sales of goods
For the Year Ended December 31
Line Item Related Party 2020 2019
Sales of goods Investors that have significant influence
over the Company
\$
-
\$
131,864
Related party in substance 507,493 145,190
\$
507,493
\$
277,054

The sales condition for related party in substance were not significantly different from those sales made to the Company's usual list prices. There was no comparable sales price between investors that have significant influence over the Company and related party in substance for repairing containers. Payments are collected within 60 days after issuing invoices.

c. Miscellaneous income

For the Year Ended December 31
Related Party 2020 2019
Subsidiaries \$
3,008
\$
3,038

d. Purchases of goods and expenses

For the Year Ended December 31
Related Party 2020 2019
Investors that have significant influence over the Company
Substances
Related party in substance
\$ 9,886
15
15,832
\$ 10,125
36
14,964
\$ 25,733 \$ 25,125

The purchases to related parties had no significant differences with other non-related parties.

e. Construction receivables (contract assets)

December 31
Related Party 2020 2019
Related party in substance \$
56,697
\$
53,972

For the years ended December 31, 2020 and 2019, impairment loss of \$2,652 thousand and \$894 thousand, respectively, was recognized for contract assets from related parties.

f. Contract liabilities

December 31
Related Party 2020 2019
Related party in substance \$
-
\$
10,676

g. Receivables from related parties (excluding loans to related parties and contract assets)

Trade receivables

December 31
Related Party 2020 2019
Investors that have significant influence over the Company
Related party in substance
\$
-
151,094
\$
23,223
677
\$
151,094
\$
23,900

Other receivables

December 31
Related Party 2020 2019
Subsidiaries \$
126
\$
132

The outstanding trade receivables from related parties are unsecured.

h. Payables to related parties

Other payables

December 31
Related Party 2020 2019
Investors that have significant influence over the Company
Related party in substance
Subsidiaries
\$
1,733
1,257
15
\$
1,706
1,439
3
\$
3,005
\$
3,148

The outstanding trade payables from related parties are unsecured.

i. Lease arrangements

December 31
Line Item Related Party/Name 2020 2019
Acquisition of
right-of-use assets
Investors that have significant influence
over the Company - Evergreen
International Corporation
\$
1,004
\$
2,007
Lease liabilities Investors that have significant influence
over the Company - Evergreen
International Corporation
\$
1,015
\$
2,018

The Company rents other equipment from Evergreen International Corporation for \$85 thousand per months and the lease term is from January 2019 to December 2021.

The Company rents office spaces from Evergreen International Corporation for \$386 thousand per month and the lease term is from January 2019 to December 2021. The Company terminated the agreement in advance on December 31, 2019.

j. Disposal of financial assets

Financial assets at fair through other comprehensive income

For the year ended December 31, 2020: None.

For the year ended December 31, 2019:

Number of
Shares
(In Thousand
Related Party/Name Shares) Underlying Assets Proceeds
Related party in substance - EVA
Airways Corporation
4,650 Shareholdings of UNI
Airways Corporation
\$
67,686
Related party in substance - Evergreen
Logistics Corporation
200 Shareholdings of UNI
Airways Corporation
2,911
\$
70,597

k. Compensation of key management personnel

For the Year Ended December 31
2020 2019
Short-term employee benefits
Post-employment benefits
\$
21,548
1,704
\$
21,958
6,526
\$
23,252
\$
28,484

30. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings, letters of credit issuance, projects performance and performance guarantees, etc.:

December 31
2020 2019
Property, plant, and equipment, net
Financial assets at amortized cost
\$
1,995,432
3,600
\$
1,960,283
3,600
\$
1,999,032
\$
1,963,883

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company as of December 31, 2020 and 2019 were as follows:

a. As of December 31, 2020 and 2019, unused letters of credit for purchasing of materials are as follows:

December 31
Currency 2020 2019
USD
NTD
\$
984
472,963
\$
1,271
771,868

b. As of December 31, 2020, except for the refundable deposits, the guarantee bonds for constructions secured by bank are as follows:

December 31
Currency 2020 2019
USD
NTD
\$
1,191
338,599
\$
-
657,786

32. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Company' significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2020

Unit: In Thousands of Foreign Currencies/New Taiwan Dollars

Foreign
Currencies
Exchange Rate Carrying
Amount
Financial assets
Non-monetary items
Investments accounted for using the equity
method
RMB
\$
2,939
4.377 (RMB:NTD) \$
12,866
Financial liabilities
Monetary items
RMB
1,094 4.377 (RMB:NTD) 4,789

December 31, 2019

Unit: In Thousands of Foreign Currencies/New Taiwan Dollars

Foreign
Currencies
Exchange Rate Carrying
Amount
Financial assets
Non-monetary items
Investments accounted for using the equity
method
RMB
\$
3,356
4.305 (RMB:NTD) \$
14,448
Financial liabilities
Monetary items
RMB
422 4.305 (RMB:NTD) 1,818

33. SEPARATELY DISCLOSED ITEMS

  • a. Information on significant transactions and information on investees:
  • 1) Financing provided: None.
  • 2) Endorsements/guarantees provided: See Table 1 below.
  • 3) Marketable securities held (excluding investment in subsidiaries, associates and jointly controlled entities): See Table 2 below.
  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT\$300 million or 20% of the paid-in capital: None.
  • 5) Acquisition of individual real estate properties at costs of at least NT\$300 million or 20% of the paid-in capital: None.
  • 6) Disposal of individual real estate properties at prices of at least NT\$300 million or 20% of the paid-in capital: None.
  • 7) Total purchases from or sales to related parties amounting to at least NT\$100 million or 20% of the paid-in capital: See Table 3 below.
  • 8) Receivables from related parties amounting to at least NT\$100 million or 20% of the paid-in capital: See Table 4 below.
  • 9) Trading in derivative instruments: None.
  • 10) Information on investees: See Table 5 below.
  • b. Information on investments in mainland China:
  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. See Table 6 below.
  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None.

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
    • c) The amount of property transactions and the amount of the resultant gains or losses.
    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purpose.
  • e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to financing of funds.

  • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.
  • c. Information on major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder: See Table 7 attached.

34. OTHERS

Since January 2020, due to the spread of COVID-19, governments of countries have successively implemented various epidemic prevention plans. However, the domestic epidemic has slowed down and government policies have been loosened. Therefore, the Group's assessment has little impact on the overall operations, but the international epidemic is still uncertain. The Group will continue to pay attention to the development of the epidemic and take relevant countermeasures to alleviate the impact on the Group's operations.

TABLE 1

EGST

EVERGREEN STEEL CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
Endorsement/
Endorsee/Guarantee Limit on Ratio of
No.
(Note 1)
Guaranteed
Amount
Endorser/Guarantor
Ending Balance
Endorser/Guarantor
Guaranteed
Maximum
Endorsed/
Amount
Borrowing
Relationship
Actual
Name
Endorsee/Guarantee
Each Guarantee
Endorsement/
Provided To
Guaranteed
Amount
Party
Guaranteed
During the
Maximum
Endorsed/
Amount
Period
Guaranteed by
Endorsed/
Amount
Guarantee to Net
Equity in Latest
Accumulated
Endorsement/
Ending Balance
Ratio of
Maximum
Endorsed/
Amount
Guaranteed by
Endorsed/
Collateral
Amount
Endorsement/
Aggregate
Borrowing
Endorsement/
Amount
Actual
Guaranteed
Limit on
Amount
Guarantee Given
Endorsement/
by Parent on
Guarantee to Net
Equity in Latest
Accumulated
Endorsement/
Statements
Financial
(%)
Guarantee Limit
Endorsement/
Ending Balance
Aggregate
Borrowing
Actual
Guarantee Given
Endorsement/
by Parent on
Guarantee Given
Subsidiaries
by Subsidiaries
Behalf of
Endorsement/
Endorsed/
Amount
Guarantee Given
Endorsement/
on Behalf of
Guarantee Given
by Subsidiaries
Endorsement/
on Behalf of
Parent
Note
Guarantee Given
Mainland China
Endorsement/
Companies in
on Behalf of
Guarantee to Net
Accumulated
Endorsement/
Ratio of
Note
(Note 1)
0
Each Guarantee
Provided To
Evergreen Steel Corporation
During the
Period
Amount
Subsidiary
Corporation
Ever Ecove
7,000,908
Name
\$
Relationship
3,087,000
Collateral
\$
Statements
Financial
3,087,000
\$
Guaranteed
During the
Period
Guarantee Limit
\$
Each Guarantee
3,087,000
Provided To
\$
Subsidiaries
Behalf of
22.05
-
7,000,908
\$
Amount
on Behalf of
Y
Parent
Guaranteed by
Collateral
Mainland China
Companies in
-
- Equity in Latest
Statements
Financial
Note 3
0
\$
1
7,000,908
Evergreen Steel Corporation
Ming Yu Investment Corporation
\$
3,087,000
3,087,000
indirectly holds
percent of the
more than 50
voting shares
Directly and
\$
Evergreen Steel
Corporation
3,087,000
8,082,160
\$
Corporation
Ever Ecove
3,499,556
Subsidiary
-
1,201,220
22.05
\$
(%)
7,000,908
\$
1,201,220
7,000,908
\$
Party
\$
297.25
Y
3,087,000
-
-
8,082,160
3,087,000
3,087,000
-
\$
\$
-
Y
Note 3
-
-
22.05
(%)
Note 2

8,082,160 3,499,556 1,201,220 1,201,220 - 297.25 8,082,160 - Y - Note 2 Note 1: The Company and its subsidiaries are numbered as follows:

  • a. "0" for the Company. b. Subsidiaries are numbered from "1".
  • percent of the Note 2: According to endorsement or guarantee provided regulation formulated by subsidiaries, the total amount of endorsement or guarantee that the Company is allowed to provide is up to 2,000% of the net worth value of the latest financial statements of the Company.
  • voting shares Note 3: The limit on endorsements or guarantees provided to each guaranteed party is up to 50% of the net worth value of the latest financial statements of the Company. However, the amount of the Company's endorsements or guarantees for subsidiaries holding more than 50% of the shares is not limited by the above ratio, but the maximum shall not exceed 50% of the net value of the most recent financial statements of the Company.
  • Note 1: The Company and its subsidiaries are numbered as follows: Note 4: The limit on endorsements or guarantees provided to each guaranteed party is up to 50% of the net worth value of the latest financial statements of the Company. However, the amount of endorsements or guarantees for subsidiaries is not limited by the above ratio, but the maximum shall not exceed 200% of the net value of the most recent financial statements of the Company.

EVERGREEN STEEL CORPORATION

MARKETABLE SECURITIES HELD DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) MARKETABLE SECURITIES HELD DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

December 31, 2020
Relationship with the
Holding Company Name
Type and Name of Marketable Securities Relationship with the
Holding Company
Relationship with the
Dece
Financial Statement Account
mber 31, 2020
Number of
Shares
Carrying
Amount
Ownership (%)
Percentage of
Fair Value Note
mpany Na
mpany
Evergreen Steel Corporation
Holding Co
Holding Co
me of
Type and Na
Financial State
Ordinary shares
me
Marketable Securities
ment Account
Carrying
Holding Co
mber of
Nu
mpany Percentage of Fair Value
Financial State
ment Account Note
EVA Airways Corporation Investee of the Company's mount
Financial assets at FVTOCI - non-current
A
Shares
Ownership (
240,604
\$ 3,163,939
%)
4.96 \$ 3,163,939
Shin Kong Financial Holding Co., Ltd. mainly shareholders
-
Financial assets at FVTOCI - non-current 7,934 69,903 0.06 69,903
Evergreen Steel Corporation Ordinary shares
Evergreen Marine Corporation
Investee of the Company's Financial assets at FVTOCI - non-current 38,262 1,557,251 0.79 1,557,251
Investee of the Co Financial assets at FVTOCI - non-current
EVA Airways Corporation
mainly shareholders Investee of the Co mpany's
9
Financial assets at FVTOCI - non-current
mpany's Taiwan High Speed Rail Corporation - 3,163,93
Financial assets at FVTOCI - non-current
\$
240,604
4.96
16,000
507,200 3,163,939
0.28
\$
507,200
mainly shareholders Taiwan Terminal Services Corporation. Investee of the Company's mainly shareholders
Financial assets at FVTOCI - non-current
100 818 1.00 818
mainly shareholders Financial assets at FVTOCI - non-current
- Shin Kong Financial Holding Co., Ltd.
Financial assets at FVTOCI - non-current
Taiwan Aerospace Corp.
- 69,903
Financial assets at FVTOCI - non-current
-
7,934
0.06
5,503
61,534 69,903
4.06
61,534
mpany's
Investee of the Co
Financial assets at FVTOCI - non-current
Evergreen
Pacific Resources Corporation.
Marine Corporation
-
1,557,251
Financial assets at FVTOCI - non-current
Investee of the Co
38,262
0.79
2,625
mpany's
- 1,557,251
2.56
Financial assets at FVTOCI - non-current
-
Note
Taiwan Incubator SME Development Co - Financial assets at FVTOCI - non-current 7,689 62,142 10.90 62,142
mainly shareholders
271
EVERGREEN HEAVY INDUSTRIAL - mainly shareholders
Financial assets at FVTOCI - non-current
6,679 149,199 13.39 149,199
- Taiwan High Speed Rail Corporation
Financial assets at FVTOCI - non-current
Dongwei Transportation Co., Ltd.
- 507,200
Financial assets at FVTOCI - non-current
-
16,000
0.28
660
6,641 507,200
18.86
Financial assets at FVTOCI - non-current
6,641
Ever Accord Construction Corporation Investee of the Company's Financial assets at FVTOCI - non-current 7,500 49,066 12.50 49,066
mpany's
Investee of the Co
Taiwan Terminal Services Corporation.
Financial assets at FVTOCI - non-current
mainly shareholders Investee of the Co
100
1.00
mpany's
818
818 Financial assets at FVTOCI - non-current
mainly shareholders UNI Airways Corporation Investee of the Company's mainly shareholders
Financial assets at FVTOCI - non-current
56,475 701,091 14.99 701,091
mainly shareholders Financial assets at FVTOCI - non-current
- Financial assets at FVTOCI - non-current
Taiwan Aerospace Corp.
Evergreen Security Corp
Investee of the Company's 61,534
Financial assets at FVTOCI - non-current
-
5,503
4.06
10
141 61,534
0.05
141
- Financial assets at FVTOCI - non-current
Pacific Resources Corporation.
mainly shareholders -
2,625
2.5
-
6 Financial assets at FVTOCI - non-current
-
Note

EVERGREEN HEAVY INDUSTRIAL - Financial assets at FVTOCI - non-current 6,679 149,199 13.39 149,199 EVERGREEN HEAVY INDUSTRIAL - Financial assets at FVTOCI - non-current 6,679 149,199 13.39 149,199 Note: The carrying amount of financial instruments were assessed for impairment.

EGST

EVERGREEN STEEL CORPORATION EVERGREEN STEEL CORPORATION

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

ment Ter
Co
Note 2
Note 1
Note
Note
ms
(Payable) or Receivable
Payment Ter
% to
1.10
Total
7.61
Pay
(Payable) or Receivable
% to
Total
Payment Terms Ending Balance
Transaction Details
% of
Total
Notes/Accounts
26,488
183,955
Ending Balance
\$
Transaction Details
% of
Total
Compared to Third Party Transactions
mount
15-45 days
No significant difference 30-60 days
A
mount
ms
mpared to Third Party Transactions
ms
Unit Price
A
Purchase/
ment Ter
Sale
Differences in Transaction Ter
Purchase/
Note 1
Sale
Pay
Payment Terms
15-45 days
30-60 days
Relationship
Unit Price
Transaction Details
% of
1.89
5.09
Total
Relationship
\$ 137,404
370,089
Amount
Co
ms
Purchase/
ment Ter
Sale
Sale
Sale
Pay
Related party in substance
Related party in substance
Relationship
Transaction Details
Related Party
% of
Total
Related Party
mount
Ever Accord Construction Corporation
Evergreen Marine Corporation
A
Related Party
Purchase/
Sale
Purchaser/Seller
Purchaser/Seller
Evergreen Steel Corporation
Purchaser/Seller
Relationship
Differences in Transaction Terms Notes/Accounts

Evergreen Steel Corporation Evergreen Marine Corporation Related party in substance Sale \$ 137,404 1.89 15-45 days Note 1 15-45 days \$ 26,488 1.10 Note 1 Evergreen Steel Corporation Evergreen Marine Corporation Related party in substance Sale \$ 137,404 1.89 15-45 days Note 1 15-45 days \$ 26,488 1.10 Note 1 Evergreen Steel Corporation Evergreen Marine Corporation Related party in substance Sale \$ 137,404 1.89 15-45 days Note 1 15-45 days \$ 26,488 1.10 Note 1 Note 1: No similar prices on revenue from containers repair to compare with related party in substance.

Ever Accord Construction Corporation Related party in substance Sale 370,089 5.09 30-60 days No significant difference 30-60 days 183,955 7.61 Note 2 Ever Accord Construction Corporation Related party in substance Sale 370,089 5.09 30-60 days No significant difference 30-60 days 183,955 7.61 Note 2 Note 2: The trade receivables include contract assets.

Note 1: No similar prices on revenue from containers repair to compare with related party in substance.

EVERGREEN STEEL CORPORATION

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Overdue Amount
Company Name Related Party Relationship
Turnover
Overdue
Turnover
Rate
Ending Balance
Amount Received in
mount
A
Action Taken
Turnover
Received in
Subsequent
Period
Allowance for
Impairment
Allowance for
Loss
mpany Na
Relationship
Evergreen Steel Corporation
Co
Ever Accord Construction Corporation
Ending Balance
me
mount
Related party in substance
A
Related Party
Rate
5.91
\$ 183,955
Relationship
Action Taken
-
\$
Subsequent
Ending Balance
Period
-
Rate
\$ 124,606
I
mount
A
ment
2,652
Loss
mpair
\$

EGST

EVERGREEN STEEL CORPORATION

NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ACCOUNTED FOR FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ACCOUNTED FOR NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ACCOUNTED FOR FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Original Investment
Amount
Balance as of December 31, 2020 Share of
Investor Company Investee Company ment
Original Invest
mount
Location
A
Main Businesses and Products December 31,
2019
Balance as of Dece
December 31,
2020
Shares (In
Thousands)
mber 31, 2020
Net Inco
Percentage
Ownership
of
Carrying
Amount
me
Original Invest
mount
Share of
(Losses) of
the Investee
Net Income
A
ment
Losses of
Investee
Profits/
Main Businesses and Products
Investor Co
mpany mpany
Investee Co
Location Main Businesses and Products
Percentage
(Losses) of
(%)
Dece Dece
Profits/
Note
2020
Evergreen Steel Corporation Super Max Engineering Enterprise
Dece
Co., Ltd.
mber 31,
2019
Dece
mber 31,
Taiwan
Shares (In
Thousands)
Waste collection, treatment and disposal
Ownership
\$
of
594,440
\$
Carrying
mount
A
594,436
the Investee
48.13
16,098
825,841
\$
\$
Losses of
mber 31,
289,654
Investee
2020
\$
139,410 Subsidiary (Note 2)
mber 31,
2019
Hsin Yung Enterprise Corporation
Ming Yu Investment Co., Ltd.
Investment activities
Taiwan
Taiwan
Waste treatment, disposal and cogeneration %)
992,666
239,487
(
992,666
239,487
68.46
100.00
99,267
10,350
289,005
1,753,091
677,622
5,746
Subsidiary
463,898 Subsidiary
748
Ever Ecove Corporation Taiwan Waste treatment, disposal and cogeneration 801,000 700,000 50.06
80,100
780,765 (12,698) (9,341) Subsidiary (Note 3)
Waste collection, treatment and disposal
Evergreen Steel Corporation
Super Max Engineering
Enterprise Co., Ltd.
Co., Ltd.
Kun Lin Engineering Co., Ltd.
\$
Super
Waste treatment, disposal and cogeneration
Planning of wastewater, air and noise
Max Engineering Enterprise
Hsin Yung Enterprise Corporation
594,436
992,666
Ming Yu Investment Co., Ltd.
equipment
\$
594,440
992,666
Taiwan
99,267
16,098
prevention; design, construction, sale,
operation and maintenance of related
Taiwan
Taiwan
Taiwan
Waste treatment, disposal and cogeneration
Waste collection, treatment and disposal
Investment activities
68.46
48.13
18,000
825,841
1,753,091
18,000
\$
50.00
\$
5,000
\$
150,800
\$
289,654
677,622
\$
139,410
463,898
50,198
594,440
992,666
239,487
using the equity
Subsidiary (Note 2)
Accounted for
method
594,436
992,666
239,487
Subsidiary
N/A

Ever Ecove Corporation Taiwan Waste treatment, disposal and cogeneration 801,000 700,000 80,100 50.06 780,765 (12,698) (9,341) Subsidiary (Note 3) Note 1: Refer to Table 6 for information on investments in mainland China.

Super Max Engineering Kun Lin Engineering Co., Ltd. Taiwan Planning of wastewater, air and noise 18,000 18,000 5,000 50.00 150,800 50,198 N/A Accounted for Kun Lin Engineering Co., Ltd. Taiwan Planning of wastewater, air and noise 18,000 18,000 5,000 50.00 150,800 50,198 N/A Accounted for Note 2: The original investment amount was \$594,436 thousand, and the Company's reinvestment amount is \$4 thousand in the current year; therefore, the original investment amount at the end of the year is \$594,440 thousand.

Enterprise Co., Ltd. prevention; design, construction, sale, prevention; design, construction, sale, using the equity Note 3: The original investment amount was \$700,000 thousand, and the Company's reinvestment amount is \$101,000 thousand in the current year; therefore, the original investment amount at the end of the year is \$801,000 thousand.

TABLE 6

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) EVERGREEN STEEL CORPORATION INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Percentage
Ownership
Investment
Method of
\$
of
-
Inflow
Investee Company
Total Amount of
(Losses) of the
Paid-in Capital
Net Income
\$
-
Outflow
\$
December 31, 2020
Investment from
Investment from
January 1, 2020
Taiwan as of
Taiwan as of
11,392
Outflow of
Outflow of
\$
Investment
Method of
Note 1
Main Businesses and Products
Total Amount of
Paid-in Capital
11,392
Inflow
\$
Design, manufacture and installation of waste water, waste gas equipment
Outflow
Main Businesses and Products
Investment from
January 1, 2020
Taiwan as of
Outflow of
Investment from
Outflow of
Share of Profits
Carrying
Percentage
of
(Losses) of the
Accumulated
Net Income
Inward
Investment of Flows
Carrying
Accumulated
Inward
December 31, 2020
Taiwan as of
Amount as of
(Losses)
Ownership
Investee Company
Investment from
Share of Profits
Outflow of
(Losses)
Remittance of
December 31, 2020
Amount as of
Investment from
Outflow of
Note
Note
December 31, 2020
Earnings as of
Remittance of
400)
(US\$
400)
(US\$
and various piping
(RMB
\$
400)
11,392
(US\$
\$
December 31, 2020
964
Outflow
\$
24.07
January 1, 2020
936)
Taiwan as of
4,007
December 31, 2020
(US\$
Earnings as of
\$
Inflow
12,866
December 31, 2020
Taiwan as of
Note 4
1,281)
36,483
400)
(US\$
936)
(RMB
Upper Limit on Investment
400)
(US\$
8,437,572
(Note 4)
\$
Investment Amount Authorized by the
Investment Commission, MOEA 400)
11,392
(Note 3)
(US\$
\$
December 31, 2020 Upper Limit on Investment
and various piping
400)
11,392
(US\$
\$
Accumulated Investments in Mainland China as of
Investment Amount Authorized by the Investment Commission, MOEA

December 31, 2020 Note 1: Indirect investment in mainland China through holding companies.

11,392 \$ 8,437,572 (Note 4) Note 2: The amount was recognized based on the audited financial statements. Note 3: Investments approved by the Ministry of Economic Affairs, ROC are as follows:

200
100
100
Approved
Amounts
US\$
US\$
US\$
Order No. 09600201610
09700027430
09700252240
400) Date 2007.6.15
2008.1.25
2008.7.22
(US\$ Name of Investee Indirect investment in mainland China through holding companies.
Kun Shan
Kun Shan
Kun Shan
Note 1:

US\$ 400

Note 4: The company's upper limit on investments to China (calculated based on the higher of 60% of Evergreen Steel Corporation's net worth or net worth of \$80 million, plus accumulated inward remittance of share capital or earnings from subsidiaries in mainland China: \$14,001,815 (net worth) × 60% + \$36,483 = \$8,437,572.

INFORMATION ON MAJOR SHAREHOLDERS DECEMBER 31, 2020

Shares
Name of Major Shareholder Number of Percentage of
Shares Ownership (%)
Evergreen International Corporation 91,101,257 22.81
EVA Airways Corporation 38,201,625 9.56
Continental Engineering Corp. 25,645,907 6.42
Chang, Kuo-Hua 25,008,820 6.26
Chang, Kuo-Ming 25,008,820 6.26
Chang, Kuo-Cheng 25,008,820 6.26
Chang Yung-Fa Foundation 25,008,820 6.26

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS

Item Statement Index
Major Accounting Items in Assets, Liabilities and Equity
Statement of cash and cash equivalents 1
Statement of trade receivables 2
Statement of inventories 3
Statement of FVTOCI - non-current 4
Statement of changes in investments accounted for using equity method 5
Statement of changes in property, plant and equipment Note 12
Statement of changes in accumulated depreciation of property, plant and equipment Note 12
Statement of changes in investment properties Note 14
Statement of changes in accumulated depreciation of investment properties Note 14
Statement of deferred income tax assets Note 25
Statement of trade payable 6
Statement of other payable Note 18
Statement of deferred income tax liabilities Note 25
Major Accounting Items in Profit or Loss
Statement of net revenue 7
Statement of operating cost 8
Statement of selling and marketing expenses 9
Statement of general and administrative expenses 9
Statement of labor, depreciation and amortization by function 10

EVERGREEN STEEL CORPORATION

STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Item Remark Amount
Cash on hand
Cash in banks
\$
2,815
Checking accounts and demand deposits
Time deposits
Note 95,098
566,000
\$
663,913

Note: Includes US\$7 thousand at \$28.48.

EVERGREEN STEEL CORPORATION

STATEMENT OF TRADE RECEIVABLE DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Client Name Amount
Client A \$
329,103
Client B 223,346
Client C 214,817
Client D 183,955
Client E 161,068
Client F 144,498
Client G 129,567
Others (Note 1) 903,992
2,290,346
Less: Allowance for doubtful accounts (38,226)
\$
2,252,120

Note 1: The amount of individual client included in others does not exceed 5% of the account balance.

Note 2: The amount including contract assets.

EVERGREEN STEEL CORPORATION

STATEMENT OF INVENTORIES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Amount
Item Cost Net Realizable
Value
Raw materials
Supplies
Inventory in transit
\$
991,880
9,057
7,203
\$
979,728
1,096
7,203
\$
1,008,140
\$
988,027
MENT 4
STATE

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars) STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT EVERGREEN STEEL CORPORATION STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Balance at January 1, 2020 Additions in Investment (Note 1) Decrease in Investment (Note 2) Balance at December 31, 2020
Balance at January 1, 2020 ment (Note 1)
Number of
Shares
Additions in Invest
Decrease in Invest
Number of
Shares
Balance at January 1, 2020
ment (Note 2)
Number of
Shares
Balance at Dece mber 31, 2020
Additions in Invest
Number of
Shares
ment (Note 1) Decrease in Invest
Nu
Investees
mber of
Nu
(In Thousands)
mber of
Nu
Amount
mber of
(In Thousands)
Nu
mber of
Amount Nu
(In Thousands)
mber of
Nu
Amount
mber of
(In Thousands) Amount mber of
Nu
Collateral
EVA Airways Corporation
Shares
240,604
Shares
\$ 3,308,302 Shares
-
Shares
-
\$
- Shares
(144,363)
Shares
\$
240,604 \$ 3,163,939 Shares
N/A
Shin Kong Financial Holding Co., Ltd.
mount
A
(In Thousands)
mount
7,937
A
(In Thousands)
Investees
82,145 (In Thousands)
197
(In Thousands)
mount
1,543
A
(200)
mount
A
(In Thousands)
(13,785)
(In Thousands)
mount
7,934
A
mount
69,903
A
(In Thousands)
Collateral
N/A
Evergreen Marine Corporation 38,262 474,445 - 1,082,806 - - 38,262 1,557,251 N/A
Taiwan High Speed Rail Corporation 16,000 614,400 - - - (107,200) 16,000 507,200 N/A
EVA Airways Corporation
Taiwan Terminal Services Corporation.
3,308,302
\$
240,604
-
100
\$
-
793 240,604
-
-
(144,363)
\$
25
\$
3,308,302
-
-
240,604
3,163,939
\$
100
-
\$
-
818
N/A
N/A
Taiwan Aerospace Corp. 5,503 64,669 - - - (3,135) 5,503
197
61,534 N/A
Shin Kong Financial Holding Co., Ltd.
82,145
Pacific Resources Corporation.
7,937
1,543
2,625
197
- -
(200)
(13,785)
-
7,937
82,145
-
-
7,934
69,903
2,625
1,543
-
(200)
N/A
N/A
Marine Corporation
Taiwan Incubator SME Development Co.
474,445
Evergreen
38,262
1,082,806
7,689
-
61,439 -
-
703
38,262
474,445
-
-
-
38,262
1,557,251
7,689
-
1,082,806
62,142
N/A
N/A
Evergreen Heavy Industrial Corp. 6,679 147,559 - 1,640 - - 6,679 149,199 N/A
Taiwan High Speed Rail Corporation
614,400
Dongwei Transportation Co., Ltd.
16,000
-
660
-
6,558 -
-
(107,200)
83
16,000
614,400
-
-
16,000
507,200
660
-
-
6,641
N/A
N/A
Taiwan Terminal Services Corporation.
Ever Accord Construction Corporation
793
100
281
25
7,500
63,077 - -
100
793
-
(14,011)
100
818
7,500
-
25
49,066
N/A
N/A
UNI Airways Corporation 54,830
-
643,787 1,645
-
57,304 -
-
- 56,475 701,091 N/A
Aerospace Corp.
64,669
Evergreen Security Corp.
Taiwan
5,503
-
10
-
144 -
-
(3,135)
-
5,503
64,669
-
(3)
5,503
61,534
10
-
-
141
N/A
N/A
Pacific Resources Corporation.
-
2,625
-
-
5,467,318
\$
- \$ 1,144,104
2,625
-
-
(282,497)
2,625
\$
- -
\$ 6,328,925
-
N/A
ME Develop
61,439
Taiwan Incubator S
7,689
703
-
ment Co.
- 7,689 61,439
-
7,689 62,142
-
703 N/A

Evergreen Heavy Industrial Corp. 6,679 147,559 - 1,640 - - 6,679 149,199 N/A Dongwei Transportation Co., Ltd. 660 6,558 - 83 - - 660 6,641 N/A Evergreen Heavy Industrial Corp. 6,679 147,559 - 1,640 - - 6,679 149,199 N/A Note 1: The increase in investment based on issued share dividends was 1,645 thousand; purchase of financial assets at FVTOCI was 197 thousand shares which amounted to \$1,543 thousand; and unrealized (loss) gain on financial assets at FVTOCI was \$1,142,561 thousand.

Ever Accord Construction Corporation 7,500 63,077 - - - (14,011) 7,500 49,066 N/A Ever Accord Construction Corporation 7,500 63,077 - - - (14,011) 7,500 49,066 N/A Note 2: The decrease in investment from disposal of financial assets at FVTOCI was 200 thousand shares which amounted to \$2,180 thousand; and unrealized (loss) gain on financial assets at FVTOCI was \$280,317 thousand.

EVERGREEN STEEL CORPORATION

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD EVERGREEN STEEL CORPORATION STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Balance at January 1, 2020 Additions in Investment Decrease in Investment (Decrease) in Balance at December 31, 2020 Market Value Increase
Shares Shares Increase Shares Using the Shares or Net Assets
ment
Investees
Additions in Invest
(In Thousands) Decrease in Invest
Amount
Balance at January 1, 2020
(In Thousands)
ment
(Decrease) in
Amount
(In Thousands) Balance at Dece
Additions in Invest
Amount
Equity Method
ment
mber 31, 2020
(In Thousands)
Decrease in Invest
%
Market Value
ment
Amount
Value (Decrease) in
Collateral
Investees
mount
Super Max Engineering
Enterprise Co., Ltd.
A
(In Thousands)
(In Thousands)
Shares
10,732
(In Thousands)
Shares
728,987
\$
\$
A
5,366
mount
A
Using the
Equity
371
mount
(In Thousands)
\$
Shares
-
Method
(In Thousands)
A
(42,927)
Shares
139,410
%
mount
\$
(In Thousands)
mount
Shares
16,098
A
\$
48.13
or Net Assets
\$
mount
Value
825,841
A
Collateral
Equity
825,841
Method
Using the
N/A
Hsin Yung Enterprise
(Note 1)
99,267 1,643,400 -
\$
142,126 - (496,333)
\$
463,898
371
99,267 68.46 1,753,091
\$
\$
2,445,707
N/A
Max Engineering
Enterprise Co., Ltd.
Ming Yu Investment Co., Ltd.
371
Corporation (Note 2)
\$
Super
5,366
10,350 10,732
\$
237,704
-
(42,927)
-
57,533
728,987
\$
5,366
-
139,410
16,098
(6,980)
48.13
748
10,350
\$
100.00
825,841
-
(42,927)
825,841
289,005
\$
N/A
332,180
139,410
N/A
Ever Ecove Corporation
(Note 1)
(Note 3)
70,000 680,599 10,100 109,510 - (3) (9,341) 80,100 50.06 780,765 780,765 N/A
Corporation (Note 2)
Hsin Yung Enterprise
142,126
(Note 4)
-
99,267
3,290,690
-
\$
\$
(496,333)
309,540
1,643,400
\$
463,898
99,267
(546,243)
-
68.46
594,715
142,126
\$
1,753,091
-
- 2,445,707
(496,333)
\$ 3,648,702
N/A
\$ 4,384,493
463,898
  • Ever Ecove Corporation 70,000 680,599 10,100 109,510 (3) (9,341) 80,100 50.06 780,765 780,765 N/A Ever Ecove Corporation 70,000 680,599 10,100 109,510 - (3) (9,341) 80,100 50.06 780,765 780,765 N/A Note 2: The increase in the transactions with subsidiaries that was realized was \$2,058 thousand; investment based on the proportion of unrealized (losses) gains on financial assets at FVTOCI was \$139,761 thousand; and investment based on the proportion of net defined benefits was \$307 thousand. The decrease in investment based on issued cash dividends was \$496,333 thousand.
  • (Note 4) \$ 3,290,690 \$ 309,540 \$ (546,243) \$ 594,715 - \$ 3,648,702 \$ 4,384,493 3,290,690 \$ 309,540 \$ (546,243) \$ 594,715 - \$ 3,648,702 \$ 4,384,493 Note 3: The increase in invested company due to the sale of treasury shares was \$52,535 thousand (reversal accounted for using equity method); and cash dividends from the parent company was \$4,998 thousand. The decrease in investment was based on the proportion of unrealized (loss) gain on financial assets at FVTOCI.
  • Note 1: The increase in investment based on the proportion of net defined benefits was \$93 thousand; the difference of effects of foreign currency exchange was \$274 thousand; and investment based on shares of subsidiary capital increase was \$4 Note 1: The increase in investment based on the proportion of net defined benefits was \$93 thousand; the difference of effects of foreign currency exchange was \$274 thousand; and investment based on shares of subsidiary capital increase was \$4 Note 4: The increase in investment based on shares of subsidiary capital increase was \$101,000 thousand; and investment based on the not proportion of shares of subsidiary capital increase was \$8,510 thousand. The decrease in investment based on the proportion of net defined benefit was \$3 thousand.

EGST

EVERGREEN STEEL CORPORATION

STATEMENT OF TRADE PAYABLES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Client Name Amount Note
Client A
Client B
Others
\$
221,019
60,028
851,136
Note
\$
1,132,183

Note: The amount of individual client included in others does not exceed 5% of the account balance.

EVERGREEN STEEL CORPORATION

STATEMENT OF NET REVENUE FOR THE YEARS ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item Tonnage Amount
Construction contract revenue 142,425 \$
7,117,905
Revenue from containers repairment
Less: Sales return
- 149,452
(3,462)
\$
7,263,895

EVERGREEN STEEL CORPORATION

STATEMENT OF OPERATING COST FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item Amount
Inventory balance at the beginning of the year \$
6,010
Add: Purchases, net 13,827
Less: Inventory balance at the end of the year (3,404)
Others (4,816)
Materials consumed 11,617
Direct labor 47,450
Manufacturing expenses 58,495
Manufacturing cost 117,562
Other cost of goods sold
Add: Sales of material 135
Loss on disposal of inventories 1,816
Less: Inventory reversals (956)
Sales scraps (347)
Cost of goods sold for manufacturing sector 118,210
Contraction balance at the beginning of the year 3,089,251
Add: Material consumed 3,544,406
Others 3,052,289
Less: Construction balance at the end of the year (3,208,295)
Others (91,683)
Construction loss transferred to cost of goods (7,347)
Other cost of goods sold
Add: Sales of material 535
Loss on disposal of inventories 4,762
Less: Sales scraps (41,445)
Cost of goods sold for construction sector 6,342,473
\$
6,460,683

EVERGREEN STEEL CORPORATION

STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item Selling and
Marketing
Expenses
General and
Administrative
Expenses
Total
Payroll and related expenses
Insurance expenses
Professional fees
Others (not exceeding 5%)
\$
164,420
22,662
503
43,083
\$
65,229
4,694
8,760
41,596
\$
229,649
27,356
9,263
84,679
\$
230,668
\$
120,279
\$
350,947

EVERGREEN STEEL CORPORATION

STATEMENT OF LABOR, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

2020 2019
Classified as
Cost of
Goods Sold
Classified as
Operating
Expenses
Total Classified as
Cost of
Goods Sold
Classified as
Operating
Expenses
Total
Labor cost
Salary \$ 233,599 \$ 221,682 \$ 455,281 \$ 189,994 \$ 223,791 \$ 413,785
Labor and health insurance 21,096 16,425 37,521 16,263 17,943 34,206
Pension 9,684 9,854 19,538 8,334 10,671 19,005
Board compensation - 12,967 12,967 - 10,673 10,673
Others 21,372 10,220 31,592 12,555 10,355 22,910
\$ 285,751 \$ 271,148 \$ 556,899 \$ 227,146 \$ 273,433 \$ 500,579
Depreciation
Amortization
\$ 132,138
\$
1,306
\$
5,474
\$
3,004
\$ 137,612
\$
4,310
\$
96,177
\$
3,004
\$
16,694
\$
3,375
\$ 112,871
\$
6,379

Note:

    1. As of December 31, 2020 and 2019, the Company had 570 and 532 employees, respectively. Among them 7 directors did not serve concurrently as employees for both years.
    1. a. For the years ended December 31, 2020 and 2019, the average labor cost was \$966 thousand and \$933 thousand, respectively.
  • b. For the years ended December 31, 2020 and 2019, the average salary was \$809 thousand and \$788 thousand, respectively.
  • c. The change in average salary was 2.7%.
  • d. The Company had set an independent director, so it did not have supervisors for the years ended December 31, 2020 and 2019.
  • e. The Company's Articles of Incorporation stipulate that the distribution of compensation of employees and remuneration of directors and supervisors shall be at rates of no less than 0.5% and no higher than 2%, respectively, of net profit before income tax, compensation of employees and remuneration of directors and supervisors.