長榮國際儲運股份有限公司
EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORP.

Stock Code: 2607

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Minutes of the 2014 Annual General Meeting of Shareholders

June 12, 2014

(This translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Minutes of the 2014 Annual General Meeting of Shareholders

Date & Time: 9:00 a.m., June 12, 2014 (Thursday)

Venue: Conference Hall (the 6^th floor)

EVERGREEN INTERNATIONAL STORAGE $\alpha$ TRANSPORT CORPORATION

No. 100, Sec. 2, Hsin-Nan Road, Lu-Chu, Taoyuan County, Taiwan. $(R.O.C)$

Shareholders present: Shareholders present by themselves (including electronic voting) or by proxy at the meeting represent 684,609,718 shares and account for 64.15% of the total issued shares of the Company which amount to 1,067,141,094 shares.

Chairman: Mr. Chen, Ching-Piao

Secretary: Ms. Hung, Ying-Shu

Attendants as guest: Mr. Lin, Sun-San, Director/ Mr. Hsieh, Chih-Chien, Director/ Mr. Loh, Yao-Fon, Director/ Mr. Wey Maw-Jiunn, Director & President/ Mr. Wu, Kuang-Hui, Supervisor

A. Report of Shareholders Presented and Call Meeting to Order.

B. Chairman's Address: Omitted.

C. Matters for Report:

Business Report of the year 2013. (as the attached Page 6-7)
Supervisors' Report of the year 2013. (as the attached Page 25)

D. Matters for Acknowledgement:

Submitted by the Board of Directors

Proposal I: It is proposed to acknowledge the Business Report and Financial

Statements of the year 2013. (as the attached Page 6-23)

Explanation: The Financial Statements of the Company of the year 2013 which been audited and certified by the CPA firm of had PricewaterhouseCoopers, Taiwan, and the Business Report of the year 2013 were audited and acknowledged by the supervisors. The supervisors also submitted the report of audit as attached.
Resolution: 684,609,718 shares (including electronic voting) were represented at the time of voting; 681,004,437 shares (including electronic voting) were casted for the proposal, representing 99.47% of the total represented shares present; 66,429 shares (including electronic voting) were casted against the proposal, representing 0% of the total represented shares present; 3,538,852 shares (including electronic voting) were casted as abstained. representing 0.53% of the total represented shares present. This proposal was approved as proposed.

Submitted by the Board of Directors

Proposal II: It is proposed to acknowledge the profit allocation proposal of the year 2013 as the Statement of Earnings Appropriation. (as the attached Page 24)

Explanation:

1. Profit of the Company for the year ended 2013 is NT\$580,652,641. After adding unappropriated retained earnings of previous years under IFRSs and reversal for special reserve, deducting adjustments for retained earnings of year 2013 and subtracting legal reserve, the appropriable earnings for the year ended Dec. 31, 2013 is NT\$2,504,173,197. The profit allocation proposal according to the Company Law and Articles of Incorporation is as follows:
$(1)$ Cash dividends: NT\$320,142,329. Each share shall be distributed NT\$0.3.
(2) Remuneration to Directors and Supervisors: NT\$ 5,000,000.
$(3)$ Bonuses to employees: NT\$ 15,000,000.

The fractional amount less than NT\$1 will be set aside as Company's non-operating revenue in distribution of cash dividends.

1. In the event that the total amount of shares outstanding of the Company is affected by the buyback of the Company's shares, transfer, conversion, cancellation of treasury shares or equity conversion in connection with issuance of convertible corporate bonds, necessitating adjustments in the cash distribution ratio, it is proposed that the Chairman of the Board be authorized to manage the change in the cash distribution ratio.
1. The Board of Directors will decide the record date and the payment date for distribution of cash dividends.
Resolution: 684,609,718 shares (including electronic voting) were represented at the time of voting; 681,004,195 shares (including electronic voting) were casted for the proposal, representing 99.47% of the total represented shares present; 66,671 shares (including electronic voting) were casted against the proposal, representing 0% of the total represented shares present; 3,538,852 shares (including electronic voting) were casted as abstained, representing 0.53% of the total represented shares present. This proposal was approved as proposed.

E. Matters for Discussion:

Submitted by the Board of Directors

It is proposed to amend the "Procedures for Acquiring and Proposal I: Disposing of Assets" referring to the contrast table attached. (as the attached page 26-44)
Explanation: The amendments are made in accordance with "Regulations" Governing the Acquisition and Disposal of Assets by Public Companies" by Order No. Financial-Supervisory-Securities-Corporate-1020053073 promulgated by FSC on December 30, 2013.

Resolution: 684,609,718 shares (including electronic voting) were represented

at the time of voting; 677,468,580 shares (including electronic voting) were casted for the proposal, representing 98.95% of the total represented shares present; 83,928 shares (including electronic voting) were casted against the proposal, representing $0.01\%$ of the total represented shares present; 7,057,210 shares (including electronic voting) were casted as abstained, representing 1.04 % of the total represented shares present. This proposal was approved as proposed.

Submitted by the Board of Directors

Proposal II: It is proposed to amend the "Procedures for Transaction of Derivative Products" (hereinafter referred to as "the Procedures") referring to the contrast table attached. (as the attached page $45 - 48$
Explanation: As the Procedures is set forth in accordance with Article 11 of "Procedures for Acquiring and Disposing of Assets" as prescribed by the Company, the amendments of the Procedures are made in accordance with "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" by Order No. Financial-Supervisory- Securities- Corporate- 1020053073 promulgated by "FSC" on December 30, 2013.
Resolution: 684,609,718 shares (including electronic voting) were represented at the time of voting; 677,468,580 shares (including electronic voting) were casted for the proposal, representing 98.95% of the total represented shares present; 84,928 shares (including electronic voting) were casted against the proposal, representing $0.01\%$ of the total represented shares present; 7,056,210 shares (including electronic voting) were casted as abstained. representing 1.04 % of the total represented shares present. This proposal was approved as proposed.

Submitted by the Board of Directors

Proposal III: It is proposed to amend the "Procedures for Fund Lending, Endorsement and Guarantee" referring to the contrast table attached. (as the attached page 49-54)
Explanation: To amend wordings of Article 9, Article 16, Article 18, and Article 26 since the Company establishes the position of independent directors.
Resolution: 684,609,718 shares (including electronic voting) were represented at the time of voting; 677,466,408 shares (including electronic voting) were casted for the proposal, representing 98.95% of the total represented shares present; 85,928 shares (including electronic voting) were casted against the proposal, representing $0.01\%$ of the total represented shares present; 7,057,382 shares (including electronic voting) were casted as abstained. representing 1.04 % of the total represented shares present. This proposal was approved as proposed.

F. Matter for Election:

Submitted by the Board of Directors

Proposal: It is proposed to re-elect the directors and supervisors of the Company.

Explanation:

Since the term of office of the current directors and supervisors is going to expire on June 14, 2014, it is proposed to re-elect nine directors (including 3 independent directors) and two supervisors according to the provisions of the Articles of Incorporation of the Company. The election of the directors and supervisors is conducted under the "candidate nomination system". The directors and supervisors shall be elected from the nominated candidates. The new directors and supervisors, whose term of office shall be three years from June $12$ , $2014$ to June 11, $2017$ , shall take office after Annual General Meeting of Shareholders, and the current directors and supervisors shall be discharged simultaneously.
The Board meeting has reviewed and approved the roster of candidates submitted by the shareholders on April 24, 2014. The roster of directors (including independent directors) and supervisors candidates is as the attached Page 55-57.

Election Results:

Directors-

A/C Number	Name	Votes Received
17	Mr. Chen, Ching-Piao (Representative of Evergreen Marine 424,061,830 761,018,162) Corp. (Taiwan) Ltd.)
102249	Mr. Lin, Sun-San (Representative of Chang Yung-Fa) Charity Foundation)	100,000 713,883,201
102249	Ms. Ko, Li-Ching (Representative of Chang Yung-Fa Charity Foundation)	100,000 681,182,439
102249	Mr. Hsieh, Chih-Chien (Representative of Chang Yung-Fa) Charity Foundation )	100,000 668,940,539
17	Mr. Loh, Yao-Fon (Representative of Evergreen Marine $ 424,061,830 657,736,233$ Corp. (Taiwan) Ltd.)
17	Mr. Tai, Jiin-Chyuan (Representative of Evergreen Marine $ 424,061,830 644,003,010$ Corp. (Taiwan) Ltd.)
A1023 *	Mr. Yu, Fang-Lai (Independent Director)	0 635, 761, 625
	A1226* Mr. Chang, Ching-Ho (Independent Director)	0 629,040,592
A1104*	Mr. Szu, Wen-Chang (Independent Director)	0 624,883,630

Supervisor-

A/C Number	Name	Shareholding	V otes Received
591	Mr. Lin, Long-Hwa (Representative of Evergreen International 90,220,968 658,349,220) $Corp.$ )
591	Mr. Wu, Kuang-Hui (Representative of Evergreen International 90,220,968 653,325,862) $Corp.$ )

G. Other Motion

Submitted by the Board of Directors

Proposal: It is proposed to lift the restriction of "non-competition" for the newly elected directors.

Explanation:

1. In accordance with Article 209 of the Company Law, a director who does business that is within the scope of the Company's business for himself/herself or on behalf of another person, shall explain to the shareholders the essential contents of such act and secure the shareholders' approval.
1. It is proposed to approve this proposal because the aforesaid conduct of the newly elected directors will not damage the Company's benefit.

Supplements: The supplemental elaborations of the competition situation of the newly elected directors are as follows:

Name	A company that is similar to the Company's business for themselves	Position
Mr. Chen, Ching-Piao (Representative of) Evergreen (Taiwan) Corp. Ltd.	Marine United Stevedoring Corporation	Chairman

Name	A company that is similar to the Company's business for themselves	Position
	Evergreen Marine Corp. (Taiwan) Ltd.
Mr. Lin, Sun-San (Representative of	Taipei Port Container Terminal Corporation
Yung-Fa Chang Charity Foundation)	Qingdao Evergreen Container Storage $\&$ Transportation Co., Ltd.	Director
	Taranto Container Terminal S.P.A.
	Evergreen International S.A.
Ms. Ko, Li-Ching (Representative) of	Greencompass Marine S.A.
Chang Yung-Fa Charity Foundation)	Gaining Enterprise S.A.	Director
	Evergreen Marine (Singapore) Pte. Ltd.
	Evergreen Marine Corp. (Taiwan) Ltd.
	Taipei Port Container Terminal Corporation
Mr. Hsieh, Chih-Chien	Taiwan Terminal Services Corporation Ltd.
(Representative of Chang Yung-Fa	Greencompass Marine S.A.	Director
Charity Foundation)	Taranto Container Terminal S.P.A.
	Pt. Multi Bina Pura International
	Pt. Multi Bina Transport
Mr. Tai, Jiin-Chyuan	Evergreen Marine Corp. (Taiwan) Ltd.
(Representative) of	Taipei Port Container Terminal Corporation
Marine Evergreen Corp. (Taiwan)	Taranto Container Terminal S.P.A.	Director
Ltd.	Evergreen Container Terminal (Thailand) Ltd.

It is proposed to lift the restriction of "non-competition" for the directors mentioned above and the juristic persons who present.

Resolution: 684,764,718 shares (including electronic voting) were represented at the time of voting; 637,933,623 shares (including electronic voting) were casted for the proposal, representing 93.16% of the total represented shares present; 39,585,174 shares (including electronic voting) were casted against the proposal, representing

5.78% of the total represented shares present; 7,245,921 shares (including electronic voting) were casted as abstained, representing 1.06 % of the total represented shares present. This proposal was approved as proposed.

H. Matters for Extraordinary Motion: None.

I. Dismiss the Meeting.

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION
NON-CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

	Assets	Notes		December 31, 2013 AMOUNT	℅		December 31, 2012 AMOUNT	℅	January 1, 2012 AMOUNT	$\%$
	Current assets
1100	Cash and cash equivalents	6(1)	\$	493,464	$2 \quad$		912,124	$\overline{4}$	\$ 1,113,802	5
1125	Available-for-sale financial	6(2)
	assets - current			1,142,750	5		1,024,371	5	975,200	4
1150	Notes receivable, net			12,061	۰		22,214	$\blacksquare$	17,071
1170	Accounts receivable, net	6(4)		191,074	1		193,053	$\mathbf{1}$	170,198	$\mathbf{1}$
1180	Accounts receivable, net -	$6(4)$ and 7
	related parties			193,845	1		210,222	1	210,496	1
1200	Other receivables			23,056			3,307		3,963
130X	Inventories			42,140			33,887		32,938
1410	Prepayments			16,974			11,382		13,900
1470	Other current assets			735			236		415
11XX	Total Current Assets			2,116,099	9		2,410,796	11	2,537,983	11
	Non-current assets
1523	Available-for-sale financial	6(2)
	assets - non-current			967,555	4		858,652	4	820,463	4
1543	Financial assets carried at cost - 6(3)
	non-current			5,357			5,357		6,300
1550	Investments accounted for	6(5)
	using equity method			9,460,928	41		8,888,299	39	9,070,300	40
1600	Property, plant and equipment	$6(6)$ and $7$		9,602,916	41		9,360,097	41	9,299,368	41
1760	Investment property, net	6(7)		729,650	3		732,886	3	736,122	3
1780	Intangible assets	6(8)		1,966			1,878		2,783
1840	Deferred income tax assets	6(21)		217,517	1		171,540	1	138,201	1
1900	Other non-current assets	8		152,503	$\mathbf{1}$		151,616	1	106,298
15XX	Total Non-current Assets			21, 138, 392	91		20,170,325	89	20, 179, 835	89
IXXX	TOTAL ASSETS		S	23, 254, 491	100	-S	22,581,121	100	\$ 22,717,818	100

(Continued)

$\sim 10^{-10}$

$\sim$

			December 31, 2013 AMOUNT		December 31, 2012		January 1, 2012
	Liabilities and Equity Current liabilities	Notes		%	AMOUNT	%	AMOUNT	$\%$
2150	Notes payable		\$ 2,410		\$ 171	۰	\$ 2,308
2160	Notes payable - related parties				250
2170	Accounts payable		221,271	1	206,765	1	212,497	1
2180	Accounts payable - related	7
	parties		22,928		21,269		23,201
2200	Other payables		188,813	1	183,380	1	186,959	1
2230	Current income tax liabilities	6(21)	11,811		42,110		63,285
2300	Other current liabilities		22,545		27,504		24,936
21XX	Total Current Liabilities		469,778	2	481,449	$\boldsymbol{2}$	513,186	$\boldsymbol{2}$
	Non-current liabilities
2570	Deferred income tax liabilities	6(21)	1,893,872	8	1,838,085	8	1,842,483	8
2600	Other non-current liabilities	6(9)(10)	1,265,072	6	1,002,055	5	811,248	4
25XX	Total Non-current
	Liabilities		3,158,944	14	2,840,140	13	2,653,731	12
2XXX	TOTAL LIABILITIES		3,628,722	16	3,321,589	-15	3,166,917	14
	Equity
	Capital stock	6(11)
3110	Common stock		10,671,411	46	10,671,411	47	10,671,411	47
	Capital surplus	6(12)
3200	Capital surplus		4,262,917	18	4,262,917	19	4,262,917	19
	Retained earnings	6(13)
3310	Legal reserve		1,742,563	8	1,691,423	8	1,610,084	$\boldsymbol{7}$
3320	Special reserve		785,326	3	271,969	1
3350	Unappropriated retained
	earnings		1,776,913	8	2,359,964	10	2,670,271	12
	Other equity interest	6(14)
3400	Other equity interest		386,639	$\mathbf{I}$	1,848		336,218	-1
3XXX	Total equity		19,625,769	84	19,259,532	85	19,550,901	86
	Significant contingent	9
	liabilities and unrecognized
	contract
	Significant events after the balance sheet date	11
	TOTAL LIABILITIES AND
	EQUITY
			23, 254, 491 S.		100 \$ 22,581,121	100S	22,717,818	100

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

The accompanying notes are an integral part of these non-consolidated financial statements. See report of independent accountants dated March 25, 2014.

$\bar{\mathcal{A}}$

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

					For the years ended December 31
				2013		2012
		Notes		AMOUNT	%	AMOUNT	$\frac{1}{2}$
4000	Operating revenue	$6(15)$ and 7	\$	4,498,773	100 \$	4,392,631	100
5000	Operating costs	6(19) and 7		3,927,269)(	87(	3,822,744)(	87)
5900	Gross profit			571,504	13	569,887	13
6000	Operating expenses	$6(19)$ and 7		$210,300$ (	$5)$ (	212,585)	$\overline{2}$
6900	Operating profit			361,204	8	357,302	$\bf 8$
	Non-operating income and
	expenses
7010	Other income	6(16)		85,938	2	57,756	2
7020	Other gains and losses	6(17)		9,589		13,669
7050	Finance costs	6(18)	€	976)	€	490)
7070	Share of profit of	6(5)
	subsidiaries, associates and
	joint ventures accounted for
	using equity method			216,315	5	219,370	5
7000	Total non-operating
	income and expenses			310,866	7	290,305
7900	Profit before income tax			672,070	$\overline{15}$	647,607	15
7950	Income tax expense	6(21)		91,417) (	2)	56,805)	1)
8000	Profit for the year from
	continuing operations			580,653	13	590,802	14
8200	Profit for the year		\$	580,653	13 $\pmb{\mathsf{\$}}$	590,802	14
	Other comprehensive income $6(14)$
8310	Financial statements
	translation differences of
	foreign operations		\$	216,001	5(	$339,355$ ) (	8)
8325	Unrealized gain on valuation
	of available-for-sale
8360	financial assets			107,281	2	8,961
	Actuarial loss on defined
8380	benefit plan Share of other		$\overline{\mathcal{L}}$	$303,523$ ) (	$7)$ (	$223,285$ ) (	5)
	comprehensive income of
	subsidiaries, associates and
	joint ventures accounted for
	using equity method
8399	Income tax relating to the	6(21)		49,271	1 ¹	54,979)(	1)
	components of other
	comprehensive income
8500	Total comprehensive income			36,834		46,629
	for the year
				686,517	15 $\sqrt{2}$	28,773
	Basic earnings per share	6(22)
9750	Basic earnings per share
	(in dollars)		\$		0.54 -S
9850	Diluted earnings per share						0.55
	(in dollars)
					0.54 $\boldsymbol{\mathsf{s}}$		0.55

The accompanying notes are an integral part of these non-consolidated financial statements.
See report of independent accountants dated March 25, 2014.

					Retained Earnings			Other equity interest
	Notes	Common stock	Capital surplus	Legal reserve	Special reserve	retained earnings Unappropriated	differences of statements translation operations Financial foreign	Unrealized gain or available-for-sale financial assets loss on	Total equity
Balance at January 1, 2012 Year 2012		\$10,671,411	\$4,262,917	1,610,084	↔	2,670,271	↮	336,218 မာ	\$19,550,901
Appropriation of 2011 earnings Special reserve Legal reserve	6(13)			81,339	271,969	$\begin{array}{c} 81,339 \ 271,969 \ 320,142 \end{array}$
Profit for the year Cash dividends						590,802			320, 142) 590, 802
Other comprehensive income (loss) 6(14) Balance at December 31, 2012 for the year		10,671,411 $\ddot{ }$	\$4,262,917	1,691,423	271,969 69	227,659 2,359,964 ĠĤ,	343, 331 343, 331 မာ	345,179 8,961 ⇔	562,029) 19,259,532 e4
Balance at January 1, 2013 Year 2013		\$10,671,411	\$4,262,917	1,691,423	271,969 مہ	2,359,964	343,331) G	345,179	\$19,259,532
Appropriation of 2012 earnings Cash dividends Special reserve Legal reserve	6(13)			51,140	513,357	51,140) 513,357) 320,142)			320,142)
accounted for using equity method Changes in equity of subsidiaries, associates and joint ventures Profit for the year	6(13)					$\frac{138}{580,653}$			138) 580, 653
Other comprehensive income (loss) 6(14) Balance at December 31, 2013 for the year		$\sqrt{3}$ 10,671,411	$\sqrt{4,262,917}$	\$1,742,563	785,326	$\frac{278,927}{1,776,913}$ es,	$\frac{222,605}{120,726}$ الطحا	162, 186 507,365	105,864 \$19,625,769

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION
NON-CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)

$\ddot{\phantom{a}}$

The accompanying notes are an integral part of these non-consolidated financial statements.
See report of independent accountants dated March 25, 2014.

$\ddot{\phantom{0}}$

$\hat{\boldsymbol{\theta}}$

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

$\sim$

			For the years ended December 31
	Notes		2013		2012
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year		\$	672,070	\$	647,607
Adjustments to reconcile profit before tax to net cash
provided by operating activities
Income and expenses having no effect on cash flows
Depreciation	6(19)		212,566		183,865
Amortization	6(19)		1,840		1,416
Interest expense	6(18)		759		272
Interest income	6(16)	$\overline{\mathcal{L}}$	$9,633$ ) (		11,572)
Dividend income	6(16)	$\overline{\mathcal{L}}$	$51,634$ ) (		31,931)
Share of profit of subsidiaries, associates and joint	6(5)
ventures accounted for using equity method		(	$216,315$ ) (		219,370)
Gain on disposal of property, plant and equipment	6(17)	(	$7,968$ ) (		13,293)
Gain on disposal of investments	6(2)(3)(17)		$1,470$ ) (		134)
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Notes receivable, net			10,153	(	5,143)
Accounts receivable, net			1,979	$\overline{(\ }$	22,855)
Accounts receivable, net - related parties			16,377		274
Other receivables			$3, 714$ )		554
Inventories			$8,253$ ) (		949)
Prepayments			5,592)		2,518
Other current assets			499)		179
Net changes in liabilities relating to operating activities
Notes payable			2,239	(	2,137)
Notes payable - related parties		$\overline{\mathcal{L}}$	250)		250
Accounts payable			14,506		5,732)
Accounts payable - related parties			1,659	€	1,932)
Other payables			5,433	(	3,579)
Other current liabilities		€	4,959)		2,568
Other non-current liabilities			39,495)		32,713)
Cash provided by generated from operations			589,799		488,163
Interest received			9,762		11,674
Interest paid			759)		272)
Income tax paid			75,043)		69,087)
Net cash provided by operating activities			523,759		430,478

(Continued)

$\sim 10^7$

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

$\sim$

			For the years ended December 31
	Notes		2013		2012
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets		(3)	$715,000$ ) (\$		240,000)
Proceeds from disposal of available-for-sale financial assets			596,033		140, 111
Proceeds from liquidation of available-for-sale financial	6(2)
assets					21,623
Proceeds from capital reduction of financial assets carried at 6(3)
cost					943
Proceeds from liquidation of financial assets carried at cost	6(3)		436
Acquisition of investments accounted for using equity	6(5)
method		$\overline{\mathcal{L}}$	97,619)
Acquisition of property, plant and equipment (including
prepayments for equipment)		$\overline{\mathcal{C}}$	454,717) (		258,442)
Proceeds from disposal of property, plant and equipment			8,353		14,303
Decrease in refundable deposits			1,296		22
Acquisition of intangible assets		(	$1,928$ ) (		511)
Increase in other non-current assets - other financial assets				€	29,266)
Dividends received			41,880		38,968
Net cash used in investing activities			621,266)		312,249)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in guarantee deposits received					235
Decrease in guarantee deposits received		€	1,011)
Dividends paid	6(13)		320,142)		320, 142)
Net cash used in financing activities			321,153) (		319,907)
Decrease in cash and cash equivalents			$418,660$ ) (		201,678)
Cash and cash equivalents at beginning of year			912,124		1,113,802
Cash and cash equivalents at end of year		\$	493,464	\$	912,124

The accompanying notes are an integral part of these non-consolidated financial statements.
See report of independent accountants dated March 25, 2014.

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

$\mathcal{A}$

			December 31, 2013		December 31, 2012		January 1, 2012
	Assets	Notes	AMOUNT	%	AMOUNT	℅	AMOUNT	$\frac{1}{6}$
	Current assets
1100	Cash and cash equivalents	6(1)	\$ 3,888,596	16	\$ 3,684,884	$16 \quad$	3,241,904	14
1125	Available-for-sale financial	6(2)
	assets - current		1,142,750	5	1,024,371	5	975,200	4
1150	Notes receivable, net		15,506	$\blacksquare$	22,215	$\overline{\phantom{0}}$	17,101
1170	Accounts receivable, net	6(4)	197,079	1	214,155	I	255,087	1
1180	Accounts receivable, net-	6(4) and 7
	related parties		214,766	1	253,566	1	242,794	1
1200	Other receivables		28,427		4,709		4,168
130X	Inventories		43,195		40,386		38,730
1410	Prepayments		38,683		41,492		62,546	$\mathbf{1}$
1470	Other current assets		835		239		415
11XX	Total Current Assets		5,569,837	23	5,286,017	23	4,837,945	21
	Non-current assets
1523	Available-for-sale financial	6(2)
	assets - non-current		1,074,262	4	888,362	4	851,434	4
1543	Financial assets carried at cost - 6(3)
	non-current		5,357		5,357		6,300
1550	Investments accounted for	6(5)
	using equity method		1,082,988	5	903,440	4	915,723	4
1600	Property, plant and equipment	$6(6)$ and $7$	15, 197, 647	63	15,229,803	65	15,837,067	67
1760	Investment property, net	6(7)	729,650	3	732,886	3	736,122	3
1780	Intangible assets	6(8)	1,966		1,878		2,783
1840	Deferred income tax assets	6(21)	217, 766	1	171,873	$\mathbf{1}$	138,461	1
1900	Other non-current assets	8	158,257	1	154,680		109,364
15XX	Total Non-current Assets		18,467,893	77	18,088,279	77	18,597,254	79
1XXX	TOTAL ASSETS		\$ 24,037,730	100	\$ 23, 374, 296	100	\$ 23,435,199	100

(Continued)

				December 31, 2013			December 31, 2012			January 1, 2012
	Liabilities and Equity	Notes		AMOUNT	%		AMOUNT	%		AMOUNT	$\%$
	Current liabilities
2150	Notes payable		\$	2,410	Ξ.	- \$	828	÷	\$	2,907
2160	Notes payable - related parties						250
2170	Accounts payable			301,730	2		213,101	1		223,029	1
2180	Accounts payable - related	7
	parties			25,871			64,479	1		50,650
2200	Other payables			189,967	1		274,112	1		282, 183	1
2230	Current income tax liabilities	6(21)		13,441			43,835			64,279	l
2300	Other current liabilities			31,948			44,088			25,116
21XX	Total Current Liabilities			565,367	3		640,693	3		648, 164	3
	Non-current liabilities
2570	Deferred income tax liabilities	6(21)		1,893,908	8		1,838,091	8		1,842,486	8
2600	Other non-current liabilities	6(9)(10)		1,781,974	7		1,492,576	6		1,249,786	5
25XX	Total Non-current
	Liabilities			3,675,882	15		3,330,667	14		3,092,272	13
2XXX	TOTAL LIABILITIES			4,241,249	18		3,971,360	17		3,740,436	16
	Equity attributable to owners of
	the parent
	Capital stock	6(11)
3110	Common stock			10,671,411	44		10,671,411	46		10,671,411	46
	Capital surplus	6(12)
3200	Capital surplus			4,262,917	18		4,262,917	18		4,262,917	18
	Retained earnings	6(13)
3310	Legal reserve			1,742,563	7		1,691,423	7		1,610,084	7
3320	Special reserve			785,326	3		271,969	1
3350	Unappropriated retained
	earning			1,776,913	7		2,359,964	10		2,670,271	11
	Other equity interest	6(14)
3400	Other equity interest			386,639	$\boldsymbol{2}$		1,848			336,218
31XX	Equity attributable to
	owners of the parent			19,625,769	81		19,259,532	82		19,550,901	83
36XX	Non-controlling interest			170,712	$\mathbf{1}$		143,404	1		143,862	1
3XXX	Total equity			19,796,481	82		19,402,936	83		19,694,763	84
	Significant contingent	9
	liabilities and unrecognized
	contract
	Significant events after the	11
	balance sheet date
	TOTAL LIABILITIES AND
	EQUITY		S.	24,037,730	$100 \t$ \$		23, 374, 296	100	s	23,435,199	100

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 25, 2014.

$\bar{z}$

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

$\overline{a}$

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

						For the years ended December 31
				2013		2012
		Notes		AMOUNT	$\overline{\%}$	AMOUNT	℅
4000	Operating revenue	$6(15)$ and $7$	\$	6,113,325	$\overline{100}$ $\mathbf{\hat{J}}$	6, 104, 487	100
5000	Operating costs	$6(19)$ and 7		5,324,294 )(	87)	5,298,846 )(	87)
5900	Gross profit			789,031	13	805,641	13
6000	Operating expenses	$6(19)$ and $7$		271,624)(	5(	$272,414)$ (
6900	Operating profit			517,407	$\overline{\mathbf{g}}$	533,227	$\frac{4}{9}$
	Non-operating income and
	expenses
7010	Other income	6(16)		144,196	3	94,732	$\mathbf{2}$
7020	Other gains and losses	6(17)		9,176		12,590
7050	Finance costs	6(18)		982)		499)
7060	Share of profit of associates	6(5)
	and joint ventures accounted
	for using equity method			5,884		13,018
7000	Total non-operating
	income and expenses			158,274	3	119,841
7900	Profit before income tax			675,681	$\overline{11}$	653,068	$1\overline{1}$
7950	Income tax expense	6(21)		94,383)(	$\overline{2}$ )	59,402)	$_{1}$
8000	Profit for the year from
	continuing operations			581,298		593,666	10
8200	Profit for the year			581,298	$\frac{9}{9}$ $\overline{\mathbf{3}}$	593,666	10
	Other comprehensive income $6(14)$
8310	Financial statements
	translation differences of
	foreign operations		\$	222,429	4(	343,395)(	6)
8325	Unrealized gain on valuation
	of available-for-sale
	financial assets			182,518	3	8,961
8360	Actuarial loss on defined
	benefit plan		(	335,910)(	$6)$ (	$274,288$ ) (	4)
8399	Income tax relating to the	6(21)
	components of other
	comprehensive income			36,772		46,629
8500	Total comprehensive income
	for the year			687,107	\$ 11	31,573
	Profit, attributable to:
8610	Owners of the parent		\$	580,653	\$ 9	590,802	10
8620	Non-controlling interest			645		2,864
			\$	581,298	9 \$	593,666	10
	Comprehensive income
	attributable to:
8710	Owners of the parent		\$	686,517	11 \$	28,773
8720	Non-controlling interest			590		2,800
			$\overline{\$}$	687,107	$\overline{\mathcal{L}}$ $\overline{11}$	31,573

	Basic earnings per share	6(22)
9750	Basic earnings per share
	(in dollars)		\$		0.54 \$		0.55
9850	Diluted earnings per share
	(in dollars)		\$		$0.54$ \$		0.55

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 25, 2014.

$\ddot{\phantom{a}}$

					(Expressed in thousands of New Taiwan dollars)	EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
						Equity attributable to owners of the parent
					Retained Earnings			Other equity interest
	Notes		Common stock Capital surplus Legal reserve		Special reserve	retained earnings Unappropriated	differences of statements translation operations Financial foreign	Unrealized gain on available-for-sale financial assets	Total	Non-controlling interest		Total equity
Year 2012
Balance at January 1, 2012		\$10.671,411	\$4,262,917	084 1,610	ومية	2,670,271 69		336,218	\$19,550.901	⊷	143,862	\$19,694,763
Appropriation of 2011 earnings	6(13)
Legal reserve				339 5		$81.339$ )
Special reserve					271,969	271.969)
Cash dividends						320, 142			320, 142)		1,258)	323,400)
Profit for the year						590,802			590,802		2,864	593,666
Other comprehensive income (loss) for the year	6(14)					227,659)	343,331	8,961	562.029)		$\frac{1}{2}$	562.093
Balance at December 31, 2012		\$10,671,411	1.262,917	$\frac{2}{3}$ $\frac{1.691}{2}$	271,969 ⊷	2,359.964 أدنه	343.331 ७	345,179	\$19,259.532	es.	143,404	\$19,402,936
Year 2013
Balance at January 1, 2013		\$10,671,411	\$4,262.917	ą \$1,691	271,969 ÷,	2,359,964 69	343,331) G	345,179 ⊷	\$19,259,532	↮	143,404	\$19,402,936
Appropriation of 2012 earnings	6(13)
Legal reserve				$\frac{10}{10}$ ল		51,140)
Special reserve					513,357	513,357
Cash dividends						320, 142			320, 142)		2,836)	322,978)
Changes in equity of associates and joint ventures accounted for using equity method	6(13)					$\frac{13}{2}$			138)		$\overline{n}$	210)
Profit for the year						580,653			580.653		\$5	581,298
Other comprehensive income (loss) for the year	6(14)					278,927	222,605	162,186	105,864		$\widehat{\mathbf{s}}$	105,809
Changes in non-controlling interests											29,626	29,626
Balance at December 31, 2013		\$10,671,411	\$4.262,917	1.742.563	785,326 إجنه	1,776 913	120,726 ତା	507,365	\$19,625.769	₩	170,712	\$19,796,481

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 25, 2014.

$\ddot{\phantom{0}}$

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

		For the years ended December, 31
	Notes		2013		2012
CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit before tax for the year		\$	675,681	\$	653,068
Adjustments to reconcile profit before tax to net cash
provided by operating activities
Income and expenses having no effect on cash flows
Depreciation	6(19)		711,891		647,107
Amortization	6(19)		1,840		1,416
Interest expense	6(18)		766		281
Interest income	6(16)	(	29,529) (		30,887)
Dividend income	6(16)		89,850) (		49,548)
Share of profit of associates and joint ventures	6(5)
accounted for using equity method		t	$5,884$ ) (		13,018)
Gain on disposal of property, plant and equipment	6(17)		$7,968$ ) (		13,289)
Gain on disposal of investments	6(2)(3)(17)		$1,470$ ) (		134)
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Notes receivable, net			6,709	$\left($	5,114)
Accounts receivable, net			17,076		40,932
Accounts receivable, net - related parties			38,800	$\mathfrak{c}$	10,772)
Other receivables		€	8,071)		685
Inventories		$\overline{\mathcal{C}}$	$2,809$ ) (		$1,656$ )
Prepayments			2,809		21,054
Other current assets		$\overline{(\ }$	596)		176
Net changes in liabilities relating to operating activities
Notes payable			1,582	$\left($	$2,079$ )
Notes payable - related parties		$\overline{\mathcal{L}}$	$250$ )		250
Accounts payable			88,629	(	9,928)
Accounts payable - related parties		(	38,608)		13,829
Other payables			84,145) (		8,071)
Other current liabilities			$12,140$ )		18,972
Other non-current liabilities			45,647)		30,677)
Cash provided by generated from operations			1,218,816		1,222,597
Interest received			27,355		29,661
Interest paid			766) (		281)
Income tax paid			78,053)		71,023)
Net cash provided by operating activities			1,167,352		1,180,954

(Continued)

$\mathcal{L}^{\pm}$

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

	For the years ended December, 31
	Notes		2013		2012
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets		(3)	$715,000$ ) (\$		240,000)
Proceeds from disposal of available-for-sale financial assets			596,033		140,111
Proceeds from liquidation of available-for-sale financial	6(2)
assets					21,623
Proceeds from capital reduction of financial assets carried at 6(3)
cost					943
Proceeds from liquidation of financial assets carried at cost 6(3)			436
Acquisition of investments accounted for using equity	6(5)
method		(	193,638)
Acquisition of property, plant and equipment (including
prepayments for equipment)		$\overline{\mathcal{C}}$	$530,938$ ) (		310,733)
Proceeds from disposal of property, plant and equipment			8,353		14,303
Decrease in refundable deposits			1,295		25
Acquisition of intangible assets		(	$1,928$ ) (		511)
Increase in other non-current assets - other financial assets				(	29,266)
Dividends received			100,233		71,225
Net cash used in investing activities			735,154)		332,280)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in guarantee deposits received		€	$1,011)$ (		822)
Dividends paid	6(13)	€	322,978) (		323,400)
Net change in non-controlling interest			29,626
Net cash used in financing activities			294,363)		324,222)
Effect of exchange rate changes			65,877		81,472)
Increase in cash and cash equivalents			203,712		442,980
Cash and cash equivalents at beginning of year			3,684,884		3,241,904
Cash and cash equivalents at end of year		\$	3,888,596	\$	3,684,884

$\bar{\lambda}$

$\ddot{\phantom{a}}$

The accompanying notes are an integral part of these consolidated financial statements.
See report of independent accountants dated March 25, 2014.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2013 PROFIT ALLOCATION PROPOSAL

	Unit: NT\$
Unappropriated Retained Earnings of Previous Years	\$2,844,545,392
Less:
- Adjustments for First-time Adoption of IFRSs	(1,369,219,840)
Adjusted Unappropriated Retained Earnings of Previous Years	1,475,325,552
Less:
- Adjustments for Retained Earnings of Year 2013	(279,065,294)
Adjusted Unappropriated Retained Earnings	1,196,260,258
Plus:
- Profit of 2013	580,652,641
Less:
- Legal Reserve	(58,065,264)
Plus:
- Reversal for Special Reserve	785, 325, 562
Retained Earnings in 2013 Available for Distribution	2,504,173,197
Distribution Item:
- Shareholders' Dividends (Cash Dividends: NT\$0.3 per share)	320, 142, 329
Unappropriated Retained Earnings	\$2,184,030,868
(Note) : The surplus of year 2013 is allocated by priority
Distribution Total: 340,142,329
Bonuses to employees : 15,000,000

Remuneration to Directors and Supervisors : 5,000,000

Shareholders' Dividends: 320,142,329

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

THE CONTRAST TABLE OF THE AMENDED ARTICLES OF PROCEDURES FOR ACQUIRING AND DISPOSING OF ASSETS

After amendment	Before amendment	Reason for amendment
Article 2 The term "assets" as herein shall apply to:	Article 2 used The term "assets" as used herein shall apply to:	the Company Because International adopts Financial Reporting
1. Investments in stocks, 1. Investments in government bonds, corporate bonds, bank debentures, securities representing interest in a fund, depository receipts, call (put) warrants, beneficial securities, asset-based securities, $etc.$ ; 2. Real estates (including land , 2. Real estates (including the compliance with Article 3	government bonds, corporate from the year 2013, it is bonds, bank securities representing interest "houses and buildings", in a fund, depository receipts, "investment call (put) warrants, beneficial and "rights to use land" to securities, asset-based securities, be etc.;	Standards ("IFRSs") to stocks, prepare financial reports debentures, proposed to add "land", property", included in the definition of real estate in
and buildings, houses investment property, rights to use land, and inventory of a construction company) and 3. Membership cards; equipment;	inventory of a construction of Regulations Governing company) and other fixed the assets; 4. Intangible assets, such as	Acquisition and Disposal of Assets by Public Companies (hereinafter referred as
3. Membership cards; 4. Intangible assets, such as franchises, etc.;	patents, copyrights, trademarks, franchises, etc.; patents, copyrights, trademarks, 5. Obligatory rights of financial institutions (including) the	"the Regulations") and amend the wording "other fixed assets" _of of subparagraph 2
5. Obligatory rights of financial institutions (including the receivables, discounts on exchange, loans, and dishonored $ 6$ . Derivative products; receivables);	receivables, discounts on exchange, loans, and dishonored receivables); 7. Assets to be acquired or	paragraph 1.
6. Derivative products; 7. Assets to be acquired or disposed of by mergers, splits, acquisitions or stock transfer according to the laws; and	disposed of by mergers, splits, acquisitions or stock transfer according to the laws; and 8. Other important assets.
8. Other important assets.

After amendment	Before amendment	Reason for amendment
Article 3 be respectively defined as below: be respectively defined as below:	Article 3 The following expressions shall The following expressions shall	1. To amend the wording of subparagraph 2 of paragraph $\mathbf{1}$ in accordance with the
1. Derivative products: forward contracts, option contracts, futures contracts, leverage contracts, swap contracts, and the combination thereof with a worth derived	Any $1$ . Derivative products: Any forward contracts, option contracts, futures contracts, leverage contracts, swap contracts, and the combination $ 2$ . To amend the wording thereof with a worth derived	adjustment of paragraph about Article 156 of the Company Law.
from relevant assets, interest rates, exchange rates, indexes, or other interests.	from relevant assets, interest rates, exchange rates, indexes, or other interests.	"other fixed assets" of subparagraph 4 of paragraph 1 because the Company adopts IFRSs.
The term "forward contracts" used herein shall as not include insurance contracts, performance contracts, after- sales service contracts, long- term lease contracts and long- term purchase (sales) contracts.	The term "forward contracts" used herein shall as not include insurance contracts, performance contracts, after- sales service contracts, long- term lease contracts and long- term purchase (sales) contracts.
2. Assets to be acquired or $ 2$ . Assets to be acquired or disposed of by mergers, splits, acquisition or stock transfer according to the laws: Any assets acquired or disposed of by mergers, splits or acquisitions according to the Enterprises' Acquisition and	disposed of by mergers, splits, acquisition or stock transfer according to the laws: Any assets acquired or disposed of by mergers, splits or acquisitions according to the Enterprises' Acquisition and
Merger Law, the Financial Holding Company Act, the Law Governing Merger of Financial Institutions, or other applicable laws; or the stocks of another company acquired	Merger Law, the Financial Holding Company Act, the Law Governing Merger of Financial Institutions, or other applicable laws; or the stocks of another company acquired
by the issuance of new shares in accordance with the provision of Item $\underline{8}$ , Article 156 of the Company Law (hereinafter referred as the "stock transfer".)	by the issuance of new shares in accordance with the provision of Item $6$ , Article 156 of the Company Law (hereinafter) referred as the "stock transfer".)

After amendment	Before amendment	Reason for amendment
the specified in As Regulations Governing the Preparation of Financial Reports by Securities Issuers.	3. Related party and Subsidiary: 3. Related party and Subsidiary: specified As in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
estate appraiser or any other law in the business of appraising real estates and equipment.	4. Professional appraiser: Real 4. Professional appraiser: Real estate appraiser or any other one who may be engaged by one who may be engaged by law in the business of appraising real estates and other fixed assets.
payment, date of transaction, date of transfer, date of resolution by the Board of Directors, or other date sufficiently confirming the counterpart and trading amount, whichever is earlier. However, if it is an investment requiring the approval by the competent authority, then the occurrence date will be one of the aforesaid dates or the date of such approval, whichever is earlier. Those investments made in Mainland China according to the provisions set forth in the "Approval Guidelines for Engagement in Investments or Technological Cooperation in Mainland China" as promulgated by the Investment	5. Occurrence date: Being the $ 5$ . Occurrence date: Being the date of contract, date of date of contract, date of payment, date of transaction, date of transfer, date of resolution by the Board of Directors, or other date sufficiently confirming the counterpart and trading amount, whichever is earlier. However, if it is an investment requiring the approval by the competent authority, then the occurrence date will be one of the aforesaid dates or the date of such approval, whichever is earlier. 6. Investments in Mainland China: 6. Investments in Mainland China: Those investments made in Mainland China according to the provisions set forth in the "Approval Guidelines" for Engagement in Investments or Technological Cooperation Mainland China" $\mathbf{in}$ as promulgated by the Investment
Commission, Ministry $\vert$ of Economic Affairs.	Commission, Ministry of Economic Affairs.

After amendment	Before amendment	Reason for amendment
Article 6	Article 6	$1.$ To the amend
accumulated the amount indisposed shall not amount indisposed shall not exceed 50% of equity as stated in exceed 50% of shareholders' the latest parent company only equity as stated in the latest	The Company may purchase real The Company may purchase real estates for non-business use, but estates for non-business use, but $acquisition $ the $accumulated$ acquisition	determination basis of total and amount individual limit stated in this article because the Company adopts IFRSs.
financial statement of the financial Company. As for any of its Company. As for any of its subsidiaries, it shall not exceed subsidiaries, it shall not exceed 50% of equity as stated in the $50\%$ of shareholders' equity as latest financial statement or individual statement of that subsidiary. financial statement of subsidiary. Total amount of investment made securities shall not exceed 100% by the Company in valuable of shareholders' equity as stated securities shall not exceed the in the latest financial statement of total of equity and non-current the Company. As for any of its liabilities as stated in the latest subsidiaries, it shall not exceed parent company only financial 150% of shareholders' equity as statement of the Company. As for stated in the latest financial any of its subsidiaries, it shall not statement of that subsidiary, or exceed 150% of the total of shall not exceed 100% equity and non-current liabilities shareholders' equity as stated in as stated in the latest parent the latest financial statement of company only financial statement the Company. or individual financial statement Total amount of investment made of that subsidiary, or shall not by the Company in any individual	statement _of parent company only stated in the latest financial that Total amount of investment made by the Company in valuable οf	the $ 2.$ To add non-current liabilities to be included the in determination basis of total and amount individual limit for flexible finance-loan management.
exceed the total of equity and valuable security shall not exceed non-current liabilities as stated in $50\%$ of shareholders' equity as
the latest parent company only stated in the latest financial financial statement	of the statement of the Company. As for
Company. Total amount of investment made exceed 150% of shareholders'	any of its subsidiaries, it shall not
by the Company in any individual equity as stated in the latest
valuable security shall not exceed financial	statement _of that

After amendment	Before amendment	Reason for amendment
latest financial Company. As for any of its statement of the Company. subsidiaries, it shall not exceed 150% of equity as stated in the latest parent company only financial statement or individual financial statement $\sigma$ that subsidiary, or shall not exceed 50% of equity as stated in the latest parent company only financial statement of the Company.	50% of equity as stated in the subsidiary, or shall not exceed parent company only 50% of shareholders' equity as statement of the stated in the latest financial
Article 7	Article 7	1. To amend the wording
and the following requirements shall be additionally met: price or special price is taken as the reference of trading price due to any special reasons, the transaction concerned shall be first submitted to the Board	Upon acquiring or disposing of Upon acquiring or disposing of any real estates or equipment, any real estates or other fixed unless in the case of dealing assets, unless in the case of with a government agency, dealing with a government agency, commissioning others to make commissioning others to make construction on self-owned or construction on self-owned or $ 2$ . To amend the wording leased land, acquiring or disposing leased land, acquiring or disposing of the equipment for business of the machinery $\&$ equipment for use, if the transaction amount business use, if the transaction thereof is equal to or more than amount thereof is equal to or 20% of the Company's paid-in more than 20% of the Company's capital or NT\$300,000,000, it paid-in capital or NT\$300,000,000, must obtain an appraisal report it must obtain an appraisal report issued by a professional appraiser issued by a professional appraiser before the date of occurrence, before the date of occurrence, and the following requirements shall be additionally met: 1. If a limited price, specified 1. If a limited price, specified price or special price is taken as the reference of trading price due to any special reasons, the transaction concerned shall be first submitted to the Board	"other fixed assets" and "machinery $\&$ equipment" of paragraph 1 because the Company adopts IFRS _s . in other paragraphs.

After amendment	Before amendment	Reason for amendment
of Directors for resolution. When the terms and conditions of this transaction are changed in the future, the aforesaid procedures shall apply.	of Directors for resolution. When the terms and conditions of this transaction are changed in the future, the aforesaid procedures shall apply.
NT\$1,000,000,000 or more, at least two professional appraisers shall be retained to conduct the appraisal.	2. If the transaction amount is $ 2$ . If the transaction amount is NT\$1,000,000,000 or more, at least two professional appraisers shall be retained to conduct the appraisal.
the professional appraiser results in any of the following circumstances, except that the appraisal amount of acquiring assets are more than the transaction amount or the appraisal amount of disposing assets are less than the transaction amount, $a$ CPA shall be retained to give specific opinion on the cause of difference and whether the transaction price is justified accordance with the $\overline{\text{m}}$ Auditing Statement _of Standards No. 20 published by the Accounting Research and Development Foundation (ARDF): $(1)$ The appraisal differs from the transaction amount by 20% or more of the latter. $(2)$ The appraisal amount of one professional appraiser differs from that of the transaction amount.	3. When the appraisal made by $ 3$ . When the appraisal made by the professional appraiser results in any of the following circumstances, except that the appraisal amount of acquiring assets are more than the transaction amount or the appraisal amount of disposing assets are less than the transaction amount, a CPA shall be retained to give specific opinion on the cause of difference and whether the transaction price is justified accordance with the in Auditing Statement of Standards No. 20 as as published by the ARDF: $(1)$ The appraisal amount differs from the transaction by amount amount 20% or more of the latter. $(2)$ The appraisal amount of one professional appraiser differs from that of another by 10% or more of the transaction amount. of l another by $10\%$ or more 4. The date of a professional appraisal report shall not

After amendment	Before amendment	Reason for amendment
4. The date of a professional appraisal report shall not exceed three $(3)$ months from date $\sigma$ the contract. the However, in case declared value of same period shall apply, and the appraisal has been made for no more than six $(6)$ months, then the original professional appraiser may issue a written opinion.	exceed three $(3)$ months from date of the contract. $\dot{m}$ However, the case declared value _of same period shall apply, and the appraisal has been made for no more than $six(6)$ months, then the original professional appraiser may issue a written opinion.
Article 8 or disposing of acquiring or acquiring securities, the valuable valuable of reference professional reports conduct in accordance with the reports shall	Article 8 Before the occurrence date of Before the occurrence date of disposing $\vert$ of securities, the Company shall first review the Company shall first review the latest audited financial statement latest audited financial statement of the targeted company as the of the targeted company as the evaluating reference of evaluating transaction price, and if the transaction price, and if the transaction amount is equal to transaction amount is equal to or more than 20% of the or more than 20% of the Company's paid-in capital or Company's paid-in capital or NT\$300,000,000, a CPA shall NT\$300,000,000, a CPA shall be retained to issue the opinion be retained to issue the opinion on the trading price before the on the trading price before the date of occurrence except under date of occurrence except under the circumstance that there is a the circumstance that there is a public quoted price on that public quoted price on that securities in an active market, securities in an active market, or where otherwise provided by or where otherwise provided by regulations of the Financial regulations of the Executive Supervisory Commission (FSC). Yuan's Financial Supervisory For a CPA who adopts the Commission (FSC). For a CPA shall who adopts the professional conduct in Statement of Auditing Standards accordance with the Statement	To amend the wording in accordance with the name changed from ¹ be "Financial Supervisory Commission (FSC), Yuan" Executive $\overline{\text{to}}$ "Financial Supervisory Commission (FSC)" on July 1, 2012.

After amendment	Before amendment	Reason for amendment
ARDF.	No. 20 as published by the of Auditing Standards No. 20 as published by the ARDF.
Article 9 Company's paid-in capital or Company's paid-in capital or NT\$300,000,000, except in NT\$300,000,000, a CPA shall agency, a CPA shall be on the retained to issue the opinion on accordance with the Statement the trading price in accordance of Auditing Standards No. 20 with the Statement of Auditing as published by the ARDF. Standards No. 20 as published by the ARDF.	Article 9 Before the occurrence date of Before the occurrence date of acquiring or disposing of any acquiring or disposing of any member cards or intangible member cards or intangible assets with an amount being assets with an amount being equal or more than 20% of the equal or more than 20% of the transacting with a government be retained to issue the opinion trading price $\mathbf{in}$	Considering that government agencies should adopt tender or competitive bidding, and reserve price for selling assets in accordance with relevant rules, wherefore the reserve price is hard be manipulated. to it is Furthermore, not for the necessary company to obtain expert opinion when making real transaction with estate government agencies. In compliance with article $9$ of the Regulations, the article 9 is amended to provide that when the Company makes intangible assets transaction with government agencies, it is not necessary to engage the CPA to render an opinion on the reasonableness of the transaction price.
Article 13	Article 13	1. Due to the fact that the trades Company in
The Company acquiring or The Company acquiring related party, or acquiring or related party, or acquiring or in trading of governments bonds related party which transaction	or disposing of real estate with a disposing of real estate with a disposing of other assets, except disposing of other assets with a or bonds with a call or put option. amount is equal to or more than or subscription or redemption of $20\%$ of the Company's paid-in domestic money market funds, capital, 10% of the Company's which transaction amount is total assets or NT\$300,000,000	governments bonds or bonds with a call or put option, or subscribes to/redeems domestic money market funds from the related party is for the purpose of earning stable returns

After amendment	Before amendment	Reason for amendment
contract and make payment ratified by the supervisor: only if the following data and information have been submitted for resolution passed by the Board of Directors and ratified by the supervisor: 1. Purpose, necessity and expected economic efficiency of acquiring or disposing of assets. 2. Reason of choosing the related party as the trading counter party. $3.$ The relevant data and information to be used for evaluating the trading terms as provided for in Articles 14 15 and when hereof acquiring any real estate from a related party. 4. Acquisition date, acquisition price, and trading counter party of the related party, and the relationship of such party with the counter Company and the related party. 5. Monthly forecast of cash income $\&$ expenditure for a period of 12 months commencing from the month of expected contract signing, and evaluation in regard to the necessity of the transaction and justification of funds	equal to or more than 20% of may sign the contract and make the Company's paid-in capital, payment only if the following 10% of the Company's total data and information have been assets or NT\$300,000,000 with submitted for resolution passed a related party may sign the by the Board of Directors and 1. Purpose, necessity and expected economic efficiency of acquiring or disposing of assets. 2. Reason of choosing the related party as the trading counter party. relevant $3.$ The data and information to be used for evaluating the trading terms as provided for in Articles 14 and 15 hereof when acquiring any real estate from a related party. 4. Acquisition date, acquisition price, and trading counter party of the related party, and the relationship of such counter party with the Company and the related party. 5. Monthly forecast of cash income & expenditure for a period of $12$ months commencing from the month of expected contract signing, and evaluation in regard to the necessity of the transaction and justification of funds utilization. 6. Obtain an appraisal report issued by a professional	with low risks, $\mathbf{1}$ paragraph is amended to provide when that the makes Company above-mentioned transaction with the related party, it shall submit relevant not for documents approval by the Board Meeting and ratify by the supervisor in advance. 2. To amend the wording "machinery & equipment" of paragraph 3 because the Company adopts IFRS _s . 3. To amend the wording in other paragraphs.
utilization.	appraiser or CPA's opinions in accordance with the provisions

6. Obtain an appraisal report of the preceding Article. issued by a professional 7. Restrictions and other important appraiser or CPA's opinions in matters agreed upon in the accordance with the provisions transaction. of the preceding Article. The transaction amount referred 7. Restrictions and other important in the preceding paragraph shall matters agreed upon in the be computed in accordance with transaction. the provisions of Paragraph 2 The transaction amount referred of Article 25 except under the in the preceding paragraph shall circumstance that has been be computed in accordance with submitted for resolution passed the provisions of Paragraph 2 by the Board of Directors and of Article 25 except under the ratified by the supervisor in circumstance that has been accordance with these regulations. submitted for resolution passed term "within" And the the by the Board of Directors and period of one (1) year" shall ratified by the supervisor in mean the period of one $(1)$ year accordance with these regulations. retroactive from the occurrence And the term "within the date of trading concerned. period of one (1) year" shall Acquiring or disposing of business mean the period of one (1) year machinery and equipment between retroactive from the occurrence the Company and its parent date of trading concerned. company or subsidiaries, may Acquiring or disposing of business be approved by Chairman of equipment between the Company the Board of Directors, where and its parent company or empowered by the Board of subsidiaries, may be approved Directors to acquire or dispose by Chairman of the Board of of assets within a specific limit, Directors, where empowered by for subsequent submission to the Board of Directors to acquire and ratification by the next or dispose of assets within a Board Meeting. specific limit, for subsequent submission to and ratification Where the position 0Ť independent director has been by the next Board Meeting. created in accordance with the When a matter is submitted for provisions of "Securities and discussion by the Board of Exchange Act", when a matter Directors pursuant to the is submitted for discussion by paragraph 1, the Board of the Board of Directors pursuant
Directors shall take into full to the paragraph 1, the Board of consideration each independent

6. Obtain an appraisal report
of the preceding Article.
issued by a professional
7. Restrictions and other important
appraiser or CPA's opinions in
matters agreed upon in the
accordance with the provisions
transaction.
of the preceding Article.
The transaction amount referred
7. Restrictions and other important
in the preceding paragraph shall
matters agreed upon in the
be computed in accordance with
transaction.
the provisions of Paragraph 2
The transaction amount referred
of Article 25 except under the
in the preceding paragraph shall
circumstance that has been
be computed in accordance with
submitted for resolution passed
the provisions of Paragraph 2
by the Board of Directors and
of Article 25 except under the
ratified by the supervisor in
circumstance that has been
accordance with these regulations.
submitted for resolution passed
term "within"
And
the
the
by the Board of Directors and
period of one (1) year" shall
ratified by the supervisor in
mean the period of one $(1)$ year
accordance with these regulations.
retroactive from the occurrence
And the term "within the
date of trading concerned.
period of one (1) year" shall
Acquiring or disposing of business
mean the period of one (1) year
machinery and equipment between
retroactive from the occurrence
the Company and its parent
date of trading concerned.
company or subsidiaries, may
Acquiring or disposing of business
be approved by Chairman of
equipment between the Company
the Board of Directors, where
and its parent company or
empowered by the Board of
subsidiaries, may be approved
Directors to acquire or dispose
by Chairman of the Board of
of assets within a specific limit,
Directors, where empowered by
for subsequent submission to
the Board of Directors to acquire
and ratification by the next
or dispose of assets within a
Board Meeting.
specific limit, for subsequent
submission to and ratification Where
the
position
0Ť
independent director has been
by the next Board Meeting.
created in accordance with the
When a matter is submitted for
provisions of "Securities and
discussion by the Board of
Exchange Act", when a matter
Directors
pursuant
to
the
is submitted for discussion by
paragraph 1, the Board of
the Board of Directors pursuant

Directors shall take into full
to the paragraph 1, the Board of
consideration each independent

After amendment	Before amendment	Reason for amendment
director's independent director objects to director's opinions. If in the minutes.	opinions. If an consideration each independent an or expresses reservations about independent director objects to any matter, it shall be recorded or expresses reservations about any matter, it shall be recorded in the minutes.
related party, the Company related party, the Company pursuant to one	Acquiring a real estate from the Acquiring a real estate from the shall evaluate whether the shall evaluate whether the transaction cost is justified transaction cost is justified of the	engaging the related party build the on to Company's own land or on leased land is similar to the nature of signing a
following methods: necessary capital interest cost, and the cost to be borne by the buyer in law. The "necessary capital interest cost" shall be computed at the weighted average interest rate prevailing in the year that the Company borrowed money for buying the real estate concerned, but such an interest rate shall not be higher than the ceiling of loan interest rate for non- banking institutions as published by the Ministry of Finance.	of the pursuant to one following methods: 1. By the transaction price of $ 1. By$ the transaction price of the related party plus the the related party plus the necessary capital interest cost, and the cost to be borne by the buyer in law. The "necessary capital interest cost" shall be computed at the weighted average interest rate prevailing in the year that the Company borrowed money for buying the real estate concerned, but such an interest rate shall not be higher than the ceiling of loan interest rate for non- banking institutions as published by the Ministry of Finance.	joint development contract with the related party. The subparagraph 3 of paragraph 4 is amended to provide the above- mentioned transaction shall be exempt from the application of the provisions set out $\mathbf{in}$ Article 14 to Article 16 regarding acquiring of from estate real the related shall party the evaluate reasonableness the of transaction costs.
for loan made by a banking institution if the related party has created a mortgage of the real estate to the banking institution for a loan; provided that the actual aggregate loan the made by banking institution is equal or more than 70% of the assessed	2. By the total assessed value $ 2$ . By the total assessed value for loan made by a banking institution if the related party has created a mortgage of the real estate to the banking institution for a loan; provided that the actual aggregate loan made by the banking institution is equal or more than 70% of the assessed

After amendment	Before amendment	Reason for amendment
value of the real estate, and the loan period has lasted for more than one $(1)$ year. Nevertheless, if the banking institution is related with either of the trading parties, then this shall not apply.	value of the real estate, and the loan period has lasted for more than one (1) year. Nevertheless, if the banking institution is related with either of the trading parties, then this shall not apply.
If the land and building within If the land and building within separately evaluated be be aforesaid methods. related party, the Company related party, the Company the preceding paragraphs 1 and 2, the preceding paragraphs 1 and 2, retain a CPA to review such retain a CPA to review such cost evaluation and express cost evaluation and express detailed opinion thereon. real estate from a related party real estate from a related party	the real estate are purchased at the real estate are purchased at the same time, then transaction the same time, then transaction costs of land and building may costs of land and building may separately evaluated according to either of the according to either of the aforesaid methods. Acquiring real estate from a Acquiring real estate from a shall, in addition to evaluating the shall, in addition to evaluating the cost of real estate in accordance cost of real estate in accordance with the provisions set forth in with the provisions set forth in detailed opinion thereon. Where the Company acquires Where the Company acquires
under any of the following under any of the following circumstances, it shall be circumstances, it shall subject to Article 13 hereof, subject to Article 13 hereof, and the paragraphs shall not apply:	be preceding three and the preceding three paragraphs shall not apply:
acquired by the related party due to inheritance or donation.	1. The real estate has been $ 1$ . The real estate has been acquired by the related party due to inheritance or donation.
2. The time when the related party $ 2$ . The time when the related party signed to acquire the real estate has been more than five $(5)$ years away from the date of contract for this transaction.	signed to acquire the real estate has been more than five $(5)$ years away from the date of contract for this transaction.

3. The real estate is acquired as $ 3$ . The real estate is acquired as result of a joint the result of a joint the construction contract, between construction contract, between the Company and the related the Company and the related party, or through party. commissioning a related party to build real estate. either on the self-owned land or on leased land. Article 25 Article 25 1. Considering Company If the asset acquired or If the asset acquired _or disposed of by the Company disposed of by the Company falls within one of the following falls within one of the following relevant circumstances, relevant circumstances. information shall be publicly information shall be publicly announced and reported, in the announced and reported, in the specified form by its nature, on specified form by its nature, on the website designated by the the website designated by the FSC within two (2) days from FSC within two (2) days from Referring to the occurrence date: the occurrence date: 1. Acquiring or disposing of 1. Acquiring or disposing of real estate with a related real estate with a related party, or acquiring party, or acquiring $\alpha$ $\alpha$ disposing of other assets with disposing of other assets related party which with a related party which a transaction amount is equal transaction amount is equal to to or more than 20% of the to or more than 20% of the Company's paid-in capital, Company's paid-in capital, 10% of the Company's total 10% of the Company's total assets or NT\$300,000,000; assets or NT\$300,000,000; provided, this shall not apply provided, this shall not apply announcement.	After amendment	Before amendment	Reason for amendment

bonds or bonds with a call or bonds or bonds with a call or "machinery put option, subscription or put option. redemption of domestic 2. Merger, Split, acquisition or money market funds. stock transfer. 2. Merger, Split, acquisition or the Company 3. Loss on the transaction of	to trading of government	to trading of government	the subscribes to/redeems domestic money market funds is for the purpose of earning stable returns with low risks and such transaction is similar to trading bonds with a call or put option. the provision about trading bonds with a call or put option, subparagraph 1 of paragraph 1 and item $3$ of subparagraph 4 of paragraph 1 is amended $exempt$ subscription redemption of domestic money market funds from the application of the provisions of public 2. To amend the wording & equipment" of item $4$ of subparagraph $4$ of paragraph 1 because adopts

After amendment	Before amendment	Reason for amendment
stock transfer. 3. Loss on the transaction of derivative products has reached the ceiling for any individual or all contracts as stipulated in the procedures thereof. 4. For other assets transactions than those referred to in the preceding three subparagraphs, the disposal of obligatory by the financial rights	derivative products has reached the ceiling for any individual or all contracts as stipulated in the procedures governing the transactions thereof. governing the transactions 4. For other assets transactions than those referred to in the preceding three subparagraphs, the disposal of obligatory by the financial rights institution or investments in China, the transaction amount	IFRSs.
institution or investments in China, the transaction amount is equal to or more than 20% of the Company's paid-in capital or NT\$300,000,000, with the exceptions as follows: (1) Purchase and sale $\sigma$ government bonds. $(2)$ Valuable securities trading in the securities exchanges or at the business places of securities firms at domestic or abroad as a professional investment firm.	is equal to or more than $20\%$ of the Company's paid-in capital or NT\$300,000,000, with the exceptions as follows: $(1)$ Purchase and sale - of government bonds. (2) Valuable securities trading in the securities exchanges or at the business places securities firms of at domestic or abroad as a professional investment firm. (3) Purchase and sale οf bonds with a call or put
(3) Purchase and sale o bonds with a call or put option, subscription or redemption of domestic money market funds. (4) Assets acquired or disposed of are the equipment for business purpose, for which the seller or buyer is not a related party, and the	option. (4) Assets acquired or disposed of are the machinery and equipment for business purpose, for which the seller or buyer is not a related party, and the transaction amount is less than NT\$500,000,000. (5) Real estates acquired or disposed of for construction

After amendment	Before amendment	Reason for amendment
transaction amount is less than NT\$500,000,000. $(5)$ Real estates acquired or disposed of for construction purpose due to the fact that the Company engages in construction business, for which the seller or	purpose due to the fact that the Company engages in construction business, for which the seller or buyer is not the related party, and the transaction less amount is than NT\$500,000,000.
buyer is not the related party, and the transaction less amount is than NT\$500,000,000. (6) Real estates acquired by construction on self-owned or leased land, sharing under joint construction, sharing profits under joint construction, or selling separately under joint	$(6)$ Real estates acquired by construction on self-owned or leased land, sharing under joint construction, sharing profits under joint construction, or selling separately under joint construction, for which the expected transaction amount of the Company is less than NT\$500,000,000.
construction, for which the expected transaction amount of the Company is less than NT\$500,000,000.	Transaction amount referred in preceding paragraph shall be computed as follows:
Transaction amount referred in preceding paragraph shall be computed as follows: 1. Amount of each transaction. 2. Accumulated amount of transactions with same trading counter party for acquiring disposing of subject or matters of same kind within one $(1)$ year. 3. Accumulated amount in regard	1. Amount of each transaction. 2. Accumulated amount of transactions with same trading counter party for acquiring or disposing of subject matters of same kind within one (1) year. 3. Accumulated amount in regard to acquisitions or disposal of real estates under the same development project within one $(1)$ year (acquisitions and disposals to be accumulated separately.)
to acquisitions or disposal of real estates under the same development project within one	4. Accumulated amount in regard to acquisitions or

After amendment	Before amendment	Reason for amendment
(acquisitions) (1) year and disposals to be accumulated separately.)	disposal $\sigma$ the same securities within one (1) year (acquisitions and disposals to
4. Accumulated $\mathbf{in}$ amount regard to acquisitions	be accumulated separately.) or The term "within one $(1)$ year" as
disposal the of	same referred to in preceding paragraph securities within one (1) year shall mean the period of one (1)
be accumulated separately.)	(acquisitions and disposals to year computed retroactively from the occurrence date of the
The term "within one $(1)$ year" as referred to in preceding paragraph shall mean the period of one (1) year computed retroactively from	transaction concerned; and any portion already publicly announced according to these Procedures may not be re-counted in.
	the occurrence date of the On or before the tenth day of transaction concerned; and any each month the Company shall,
	portion already publicly announced in the specified form, input the according to these Procedures information of transactions for
may not be re-counted in. On or before the tenth day of each month the Company shall, in the specified form, input the information of transactions for derivative products made by it	derivative products made by it its subsidiaries and $\sigma$ non-domestic public company as of the end of previous month to the information reporting website designated by the FSC.
and its	subsidiaries of For the particulars to be non-domestic public company publicly announced as required,
as of the end of previous month if there are any errors or	to the information reporting omissions needing to be corrected
	website designated by the FSC. upon public announcement, all these particulars shall be publicly
For the particulars to be publicly announced as required,	announced and reported again.
if there are any errors or As for any assets acquired or omissions needing to be corrected disposed of by the Company,
these particulars shall be publicly of proceedings, filing books,	upon public announcement, all the relevant contracts, minutes
announced and reported again.	appraisal reports, written opinions of CPA, lawyer or
As for any assets acquired or disposed of by the Company,	securities underwriter shall be kept in the Company. Unless

After amendment	Before amendment	Reason for amendment
appraisal opinions of CPA, lawyer or securities underwriter shall be kept in the Company. Unless otherwise provided for in other laws, these documents shall be kept for at least five (5) years.	the relevant contracts, minutes otherwise provided for in other of proceedings, filing books, laws, these documents shall be reports, written kept for at least five $(5)$ years.
Article 27-1		1. This Article is added.
For the calculation of 10% of total assets under these Procedures, the total assets stated in the latest parent company only financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.		2. As the Company adopts IFRSs, the financial statements for public announcement $\overline{1}S$ consolidated financial statements. Considering the risk of acquiring and disposing assets is undertaken by the company who actually engages in acquiring and disposing assets, the material standard of the transaction amount with related party shall be determined according to the scale of the company Therefore, this itself. article is added to provide that the total assets for calculating 10% of total under these assets Procedures is the total assets stated in the latest only parent company financial report or individual financial report prepared by the Company.

$\hat{\boldsymbol{\theta}}$

After amendment	Before amendment	Reason for amendment
Article 29	Article 29	To amend the wording.
become ratification by the shareholders' ratification. meeting. data about the objection of the director to each supervisor. director to each supervisor. assets are discussion by the Board of Exchange Act", when director's any matter, it shall be recorded independent in the minutes.	Upon a resolution passed by Upon a resolution passed by the Board of Directors, these the Board of Directors, these Procedures shall be given to Procedures shall be given to each supervisor and shall each supervisor and submitted $\frac{f}{f}$ effective after to the shareholders' meeting for The same shall The same shall apply in case $\sigma$ any apply in case of any amendments thereof. If any amendments thereof. If any director took an objection, and director took an objection, and a record or written statement to a record or written statement to the effect has been made, then the effect has been made, then the Company shall submit the the Company shall submit the data about the objection of the the Where position of When the procedures for the independent director has been acquisition and disposal of created in accordance with the submitted for provisions of "Securities and the Directors pursuant to the procedures for the acquisition preceding paragraph, the Board and disposal of assets are of Directors shall take into full submitted for discussion by the consideration each independent Board of Directors pursuant to opinions. If an the preceding paragraph, the independent director objects to Board of Directors shall take or expresses reservations about into full consideration each director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the
Article 30	minutes. Article 30	To amend the wording.
When any disposal of assets by the disposal of assets by Board $\sigma f$ the	$\alpha$ acquisition or When any acquisition or the Company shall be approved by Company shall be approved by $Directors$ the Board _of Directors according to these Procedures according to these Procedures

$\bar{\mathcal{A}}$

After amendment	Before amendment	Reason for amendment
director to each supervisor. When a transaction involving Where the position $\overline{\textbf{1}}\textbf{s}$ assets discussion by the Board of involving the acquisition or of Directors shall take into full directors pursuant to director's opinions. If an of Directors shall take into full independent director objects to consideration each independent or expresses reservations about director's opinions. If any matter, it shall be recorded independent director objects to in the minutes.	or other laws, if any director other laws, if any director took an objection, and a record took an objection, and a record or written statement to the or written statement to the effect has been made, then the effect has been made, then the Company shall submit the data Company shall submit the data about the objection of the about the objection of the director to each supervisor. of the acquisition or disposal of independent director has been submitted for created, when a transaction directors pursuant to the disposal of assets is submitted preceding paragraph, the Board for discussion by the Board of the consideration each independent preceding paragraph, the Board an or expresses reservations about any matter, it shall be recorded in the minutes.
(Deleted)	Article 31 These Procedures shall become 2. To effective on June 20, 2003; The 1st amendment was made on June 12, 2007; The 2nd amendment was made on June 10, 2009; The 3rd amendment was made on June 19, 2012; The 4th amendment was made on June 19, 2013.	1. This Article is deleted. record the establishment and amendment history in Procedures the $\overline{1}S$ unnecessary, it 1S proposed to delete this Article, and record the establishment and amendment history by other method.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

PROCEDURES FOR TRANSACTION OF DERIVATIVE PRODUCTS

After amendment	Before amendment	Reason for amendment
Article 10	Article 10	1. To specify that the
Risk control measures taken by	Risk control measures taken by	Company shall report
the Company for derivative	the Company for derivative	to the Board at the
product transactions shall be as	product transactions shall be as	coming meeting after
follows:	follows:	the company
1 Upon engaging in a	1. Upon engaging in a	authorizes the
transaction, its risk control	transaction, its risk control	relevant personnel to
shall be ready to cover those	shall be ready to cover those	the engage in
risks relating to the credit,	risks relating to the credit,	transaction of
market price, liquidity, cash	market price, liquidity, cash	derivative products.
flow, operation, laws and	flow, operation, laws and	2.T ₀ amend the
rules.	rules.	wording other $\mathbf{in}$
2. To set up guidelines in writing	2. To set up guidelines in writing	paragraphs.
for trading persons to engage	for trading persons to engage
in the transactions within the	in the transactions within the
authorized amount, ceiling of	authorized amount, ceiling of
stop loss, and tradable types	stop loss, and tradable types
of products.	of products.
3. Any trading person shall not	3. Any trading person shall not
act as a delivery person	act as a delivery person
simultaneously, and vice	simultaneously, and vice
versa.	versa.
	4. Persons in charge of risk 4. Persons in charge of risk
measurement, supervision,	supervision, measurement,
and control shall belong to the	and control shall belong to the
departments different from	departments different from the ones
the ones for those persons referred to above, and shall	for those persons referred to above, and shall
report to the board of	report to the board of
directors, or to the senior	directors, or to the senior
executives who are not	executives who are not
responsible for making the	responsible for making the
policy on the transaction or	policy on the transaction or

After amendment	Before amendment	Reason for amendment
_of derivative position	of position derivative
products.	products.
5. The position held in the	5. The position held in the
of derivative transactions	transactions $\sigma f$ derivative
products shall be evaluated at	products shall be evaluated at
least once a week. In case of a	least once a week. In case of a
hedging transaction for	hedging transaction for
business necessity, however,	business necessity, however, it
it shall be evaluated at least	shall be evaluated at least
twice a month. The evaluation	twice a month. The evaluation
reports concerned shall be	reports concerned shall be
submitted to the senior	submitted to the senior
executive duly authorized by	executive duly authorized by
the board of directors.	the board of directors.
6. The board of directors shall do	6. The board of directors shall
monitoring and control on the	do monitoring and control on
following principles:	the following principles:
(1) Assign senior executives to	$(1)$ Assign senior executives to
supervise on the monitoring	supervise on the monitoring
and control of derivative	and control of derivative
product transactions from	product transactions from
time to time.	time to time.
$(2)$ Evaluate whether the	$(2)$ Evaluate whether the
performance of derivative	performance of derivative
product transactions	product transactions
complies with the business	complies with the business
operation policy and whether	operation policy and whether
the risks to be taken are	the risks to be taken are
within the allowable scope.	within the allowable scope.
7. Senior executives duly	7. Senior executives duly
authorized by the board of	authorized by the board of
directors shall control the	directors shall control the
transactions of derivative	transactions of derivative
products on the following	products on the following
principles:	principles:
$(1)$ Evaluate periodically $ $	$(1)$ Evaluate periodically
whether the prevailing risk	whether the prevailing risk
control measures are	control measures are proper

After amendment	Before amendment	Reason for amendment
proper and whether they are complying with these Procedures. $(2)$ Monitor the status of transactions and gain/loss periodically. In case any abnormality is found, necessary actions must be taken deal $\overline{\mathbf{t}}$ with promptly, and a report thereof be made to the board of directors. And the independent directors shall be invited to present at the board meeting to express their opinions. 8. When the Company has duly authorized the persons concerned to engage in the $\sigma f$ transactions derivative products, a report to the effect	whether they and are complying with these Procedures. $(2)$ Monitor the status of transactions and gain/loss periodically. In case any abnormality is found, necessary actions must be taken to deal with promptly, and a report thereof be made to the board of directors. If independent there are directors in the board of directors, they shall be invited to present at the board meeting to express their opinions. 8. When the Company has duly authorized the persons concerned to engage in the transactions of derivative products, a report to
shall be made to the Board at	the effect shall be made to the
the soonest meeting afterwards. Article 13 Upon a resolution passed by the board directors, of the Procedures shall be given to supervisor and each shall effective after become ratification by the shareholders' meeting for ratification. The same shall apply in case of any amendments thereof. If any director took an objection, and a record or written statement to the effect has been left, then the Company shall submit the data about the objection of the director to each supervisor.	Board afterwards. Article 13 Upon a resolution passed by the board of directors, the Procedures shall be given to each supervisor and submitted to the shareholders' meeting for ratification. The same shall apply in _of case any amendments thereof. If any director took an objection, and a record or written statement to the effect has been left, then the Company shall submit the data about the objection of the director to each supervisor.	To amend the wording.

$\sim$

After amendment	Before amendment	Reason for amendment
(Deleted)	Article 14 The Procedures was made on $2003$ ; The 1st 20, June amendment was made on June 17, 2005; The 2nd amendment was made on June 12, 2006.	i _S 1. This Article deleted. 2. T _o record the establishment and amendment history in Procedures $\overline{1}S$ the unnecessary, it is proposed to delete this Article, and the record establishment and amendment history by other method.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

THE CONTRAST TABLE OF THE AMENDED ARTICLES OF PROCEDURES FOR FUND LENDING, ENDORSEMENT AND GUARANTEE

After amendment	Before amendment	Reason for amendment
Article 9 The procedure of handling fund lending of the Company shall be as follows:	Article 9 The procedure of handling fund lending of the Company shall be as follows:	To amend the wording the Company since establishes the position of independent director.
1. The borrower shall submit the loan application to the Company and the finance department of the Company shall consider its necessity reasonability. and In addition, the department shall conduct credit and risk review and further evaluate the operation risk, financial condition of the Company and the effect on the rights and interests of stockholder, then draft the terms and condition of such proposed loan. If necessary, the Company will request the applicant to provide equivalent amount of	1. The borrower shall submit the loan application to the Company and the finance department of the Company shall consider its necessity and reasonability. In addition, the department shall conduct credit and risk review and further evaluate the operation risk, financial condition of the Company and the effect on the rights and interests of stockholder, then draft the terms and condition of such proposed loan. - If necessary, the Company will request the applicant to provide equivalent
guarantee note, guarantor collateral to register or pledge or mortgage. 2. After examination, the	amount of guarantee note, guarantor or collateral to register pledge or mortgage.
department finance submit the lending proposal to the Board of Directors for resolution and any other party cannot be authorized	shall $ 2$ . After examination, the finance department shall submit the lending proposal to the Board of Directors for resolution and any other

After amendment	Before amendment	Reason for amendment
The decision. make to Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or reservations expresses about any matter, it shall be recorded in the minutes.	party cannot be authorized to make decision. Where the position of independent director has been created, the Board of Directors shall take into full consideration each independent director's opinions. If an independent director objects to or
3. For loan proposal that is approved or the lending amount is reduced by resolution at the Board meeting, the finance department of the Company shall notify the borrower the resolution.	reservations expresses about any matter, it shall be recorded in the minutes. 3. For loan proposal that is approved or the lending amount is reduced by resolution at the Board the meeting, finance
4. The finance department shall transfer the fund after confirming the loan contract is executed and related collateral filing are completed and no error. 5. The related information including contract, collateral supporting documents and record shall be filed in good order by	department of the Company shall notify the borrower the resolution. 4. The finance department shall transfer the fund after confirming the loan contract is executed and related collateral filing are completed and no error. information 5. The related including contract,
finance department the after transferring fund.	collateral supporting documents and record shall be filed in good order by finance department the after transferring fund.
Article 16 endorsement provide provide any	Article 16 If the Company intends to If the Company intends to any endorsement and/or guarantee, it has to be $ $ and/or guarantee, it has to be $ $	To amend the wording the Company since establishes the position of independent director.

After amendment	Before amendment	Reason for amendment
the presented $\sim$ to meeting for However, any $\vert$ advance. advance. the Chairman may firstly the Chairman may it shall afterwards submitted to the Board submitted to meeting for recognition. The Board of Directors shall Where the position each independent director's created , the objects to director expresses reservations about independent recorded in the minutes. shares intends to provide any in the minutes. is holding $100\%$ of voting is provided shares.	Board presented to Board the approval in meeting for approval $\mathbf{in}$ However, any guarantee amount to a single guarantee amount to a single enterprise is within 5% of the enterprise is within 5% of the net worth of the Company in net worth of the Company in the latest financial statement, the latest financial statement, firstly make decision by himself and make decision by himself and be afterwards it shall be the Board pursuing meeting for pursuing recognition. of take into full consideration independent director has been Board of opinions. If an independent Directors shall take into full or consideration each director's any matter, it shall be opinions. If an independent director objects $\overline{\mathbf{t}}$ or If the subsidiary that the expresses reservations about Company holds 90% of voting $ $ any matter, it shall be recorded endorsement and/or guarantee $If$ the subsidiary that the based on the provision of Company holds 90% of voting Paragraph 2 of Article 4, it has $ $ shares intends to provide any to be presented to the Board endorsement and/or guarantee meeting of the Company for based on the provision of approval in advance, unless Paragraph 2 of Article 4, it has endorsement and/or guarantee to be presented to the Board is provided between the meeting of the Company for subsidiaries that the Company approval in advance, unless directly and indirectly endorsement and/or guarantee between the subsidiaries that the Company
	directly and indirectly is. holding 100% of voting shares.

After amendment	Before amendment	Reason for amendment
Article 18	Article 18	To amend the wording Company the since
Company is $\mathsf{When}$ the When the processing	Company is endorsement processing endorsement and/or guarantee and due to and/or guarantee and due to	establishes the position of independent director.
necessary to exceed the necessary to exceed	business requirement, it is business requirement, it is the
	ceiling stipulated by this ceiling stipulated by this procedure and it conforms to procedure and it conforms to
the terms and conditions the terms	and conditions stipulated by this procedure, it stipulated by this procedure, it
	shall be resolved by the Board shall be resolved by the Board of Directors and the majority of Directors and the majority
	directors shall provide joint directors shall provide joint guarantee on the risk of loss guarantee on the risk of loss
	that may be occurred from that may be occurred from overflow guarantee to the overflow guarantee to the
	Company. In addition, this Company. In addition, this procedure shall be amended procedure shall be amended
	accordingly and shall be accordingly and shall be submitted to shareholders' submitted to shareholders'
meeting for If afterwards.	$approd$ meeting for approval the $ $ afterwards. If the
	shareholders' meeting shall shareholders' meeting shall
	not approve, a plan shall be not approve, a plan shall be prepared to remove overflow prepared to remove overflow
period.	guarantee within a certain guarantee within a certain period.
When a matter is submitted Where	the position of for discussion by the Board of independent director has been
Board of Directors shall take the Board	Directors pursuant to the created, when a matter is preceding paragraph, the submitted for discussion by of Directors
independent	into full consideration each pursuant to the preceding director's paragraph, the Board of
objects to or consideration director	opinions. If an independent Directors shall take into full each
expresses reservations about independent any matter, it shall	director's be opinions. If an independent
recorded in the minutes.	director objects to or

After amendment	Before amendment	Reason for amendment
	expresses reservations about any matter, it shall be recorded in the minutes.
Article 26 to each supervisor and $\frac{shall}{ }$ to each supervisor become ratification $\mathbf{b}$ $\mathbf{v}$ to the effect has to be made, then the Company objection of the director to each each supervisor shareholders' meeting for discussion. The same discussion. The same shall apply in case of apply in case $\left \text{any} \right $ amendments thereof. submitted for discussion by $ created $ . Board $\circ$ of the paragraph, the Board Directors shall take into full preceding paragraph, consideration independent opinions. If an independent independent objects director to or	Article 26 Upon a resolution passed by Upon a resolution passed by the Board of Directors, these the Board of Directors, these Procedures shall be submitted Procedures shall be submitted and effective after submitted to the shareholders' the meeting for ratification. If any shareholders' meeting. If any director took an objection, and director took an objection, and $ a $ record or written statement a record or written statement to the effect has to be made, shall then the Company shall submit the data about the submit the data about the objection of the director to supervisor and and shareholders' meeting for shall of any amendments thereof. Where the position of When these Procedures are independent director has been when these Directors Procedures are submitted for pursuant to the preceding discussion by the Board of of Directors pursuant to the the each Board of Directors shall take director's into full consideration each director's opinions. If an independent	To amend the wording the Company since establishes the position of independent director.
expresses reservations about any matter, it shall be recorded in the minutes.	director objects to or expresses reservations about any matter, it shall be recorded in the minutes.

After amendment	Before amendment	Reason for amendment
Article 27	Article 27	1. This Article is deleted.
(Deleted)	These Procedures were originally adopted on June 20, 2003; The 1st amendment was made on June 12, 2006; The 2nd amendment was made on June 12, 2007; The 3rd amendment was made on June 10, 2009; The 4th amendment was made on June 15, 2010; The 5th amendment is made on June 15, 2011; The 6th amendment is made on June 19, 2013.	2.T _O the record establishment and amendment history in Procedures $\frac{1}{15}$ the unnecessary, it is proposed to delete this Article, and record the establishment and amendment history by other method.

$\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2\alpha} \frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{\alpha} \frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\$

$\mathcal{L}{\text{max}}$ and $\mathcal{L}{\text{max}}$

AI assistant

EITC AGM Information 2014

52161_rns_2014-06-30_8d4b7cb4-c71c-4822-ab6f-c54d3f994789.pdf

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Minutes of the 2014 Annual General Meeting of Shareholders

June 12, 2014

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Minutes of the 2014 Annual General Meeting of Shareholders

A. Report of Shareholders Presented and Call Meeting to Order.

C. Matters for Report:

D. Matters for Acknowledgement:

E. Matters for Discussion:

Submitted by the Board of Directors

Submitted by the Board of Directors

Submitted by the Board of Directors

F. Matter for Election:

Submitted by the Board of Directors

Supervisor-

G. Other Motion

Submitted by the Board of Directors

H. Matters for Extraordinary Motion: None.

I. Dismiss the Meeting.

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2013 PROFIT ALLOCATION PROPOSAL

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

THE CONTRAST TABLE OF THE AMENDED ARTICLES OF PROCEDURES FOR ACQUIRING AND DISPOSING OF ASSETS

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

PROCEDURES FOR TRANSACTION OF DERIVATIVE PRODUCTS

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

THE CONTRAST TABLE OF THE AMENDED ARTICLES OF PROCEDURES FOR FUND LENDING, ENDORSEMENT AND GUARANTEE

AI assistant

EITC — AGM Information 2014

52161_rns_2014-06-30_8d4b7cb4-c71c-4822-ab6f-c54d3f994789.pdf

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Minutes of the 2014 Annual General Meeting of Shareholders

June 12, 2014

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Minutes of the 2014 Annual General Meeting of Shareholders

A. Report of Shareholders Presented and Call Meeting to Order.

C. Matters for Report:

D. Matters for Acknowledgement:

E. Matters for Discussion:

Submitted by the Board of Directors

Submitted by the Board of Directors

Submitted by the Board of Directors

F. Matter for Election:

Submitted by the Board of Directors

Supervisor-

G. Other Motion

Submitted by the Board of Directors

H. Matters for Extraordinary Motion: None.

I. Dismiss the Meeting.

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in thousands of New Taiwan dollars)

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in thousands of New Taiwan dollars)

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2013 PROFIT ALLOCATION PROPOSAL

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

THE CONTRAST TABLE OF THE AMENDED ARTICLES OF PROCEDURES FOR ACQUIRING AND DISPOSING OF ASSETS

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

PROCEDURES FOR TRANSACTION OF DERIVATIVE PRODUCTS

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

THE CONTRAST TABLE OF THE AMENDED ARTICLES OF PROCEDURES FOR FUND LENDING, ENDORSEMENT AND GUARANTEE

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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)

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