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EITC AGM Information 2017

Jul 20, 2017

52161_rns_2017-07-20_9554997f-a002-45dd-9d20-0b382deedf4a.pdf

AGM Information

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Stock Code: 2607

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2017 Annual General Shareholders' Meeting

Meeting Minutes

June 28, 2017

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2017 ANNUAL SHAREHOLDERS' MEETING (THE "MINUTES") OF EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION (THE "COMPANY"). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Minutes of 2017 Annual General Shareholders' Meeting

Meeting Time: June 28 (Wednesday), 2017 9:00 a.m.

Meeting Location: Conference Hall (the 6th floor)

No. 100, Sec. 2, Hsin-Nan Road, Luchu Dist., Taoyuan City, Taiwan. (R.O.C)

There are 1,067,141,094 shares issued by the Company, the number Attendance: of shareholder representatives attending (including electronic voting or by proxy) make up $675,524,323$ shares, reaching $63.3\%$ of the total issued shares.

Chairman: Mr. Hung, Ping-Kun, the Chairman of the Board

Secretary: Ms. Chen, Jui-Ling

  • Attendants as guest: Mr. Yu, Fang-Lai, Independent Director / Mr. Chang, Ching-Ho, Independent Director / Mr. Szu, Wen-Chang, Independent Director / Ms. Ko, Lee-Ching, Director/ Mr. Tai, Jiin-Chyuan, Director / Mr. Wey, Maw-Jiunn, Director / Mr. Wu, Kuang-Hui, Supervisor / Mr. Yeh, Jia-Chyuan, Supervisor
  • I. Report the total number of shares represented at this AGM and announce commencement of the meeting.

II. Chairman's Address: Omitted.

III.Report Items:

  • A. Business Report of the year 2016 (Handbook pages 7-9).
  • B. Supervisors' report for the year ended December 31, 2016 (Handbook page 38).
  • C. 2016 Employees' Compensation, Remuneration of Directors and Supervisors Report: The Board of Directors appropriated NT\$15,000,000 as employees' compensation in cash and NT\$6,000,000 as remuneration of Directors and Supervisors pursuant to the Articles of Incorporation.

IV. Ratification and Discussion Items

Proposed by the Board of Directors

Proposal 1: Ratification of the 2016 Business Report and Audited Financial Statements. (Handbook pages 7-36) Please ratify.

Description: The 2016 Financial Statements of the Company have been audited by Mr. Lai, Chung-Hsi and Mr. Chih, Ping-Chiun, the CPA of PricewaterhouseCoopers, Taiwan, and the 2016 Business Report and Financial Statements have also been reviewed and audited by the Supervisors.

Aggregated Votes $%$ of the total Voting Results Electronic Votes (Including) Votes at the Electronic Votes) time of voting Approval 571,276,571 668,957,040 98.24 Disapproval 548,035 548,035 0.08 Invalidation $\overline{0}$ $\overline{0}$ $\Omega$ Abstention/Unvote 6,018,248 11,380,248 1.67 Total 577,842,854 680,885,323 100

Resolution: Approved after voting. The voting results are as follows:

Proposed by the Board of Directors

Proposal 2: Ratification of 2016 earnings distribution. (Handbook page 37) Please ratify.

Description:

  1. The Company is planning to distribute cash dividend NT\$0.35 per share. The total of cash dividends shall be NT\$373,499,383. The cash dividend distribution will be calculated to the nearest NT dollar, the remainder will be recognized as "Other Non-Operating" Income" of the Company.

  2. If the number of total shares outstanding, prior to the ex-dividend date for the distribution, has changed due to the repurchasing of shares by the Company, the transfer, conversion, cancellation of treasury shares, or the conversion of shares from convertible bonds, etc., such that the ratio of the cash dividends is affected, the chairman of the Board of Directors is authorized to deal relative matters.

  3. Subject to the approval of the annual general shareholders' meeting, the ex-dividend date and payment date for the cash dividend distributions would be decided by the Board of Directors.

Voting Results Electronic Votes Aggregated Votes
(Including)
Electronic Votes)
$\%$ of the total
Votes at the
time of voting
Approval 571,277,571 668,958,040 98.24
Disapproval 548,035 548,035 0.08
Invalidation
Abstention/Unvote 6,017,248 11,379,248 1.67
Total 577,842,854 680,885,323

Resolution: Approved after voting. The voting results are as follows:

Proposed by the Board of Directors

Proposal 3: Proposal amend the Company's "Articles to of Incorporation." Amendments shown in a comparison table on the Handbook (page 39-45). Please discuss.

Description: Highlights of the amendments are as below:

  1. Considering the reasons with the basis of the remuneration of the Directors and Supervisors changed as the annual profit, and the funding of the competitors for reference, and the reduction in the gap between the upper and lower limits of funding ratio of the remuneration of the Directors and Supervisors and the

compensation of employee, it is proposed to amend paragraph 1 of Article 26 to adjust the proportion of the remuneration of Directors and Supervisors to the profit (before tax) of the current year from not exceeding 5% to not exceeding 2%.

  1. To cope that the Company will establish the Audit Committee to replace the Supervisors after the election of Directors in the Shareholders' Meeting this year, the term "Supervisor" of the Articles shall be removed and the concerning regulations of the Audit Committee shall be added.
Voting Results Electronic Votes Aggregated Votes
(Including)
Electronic Votes)
$%$ of the total
Votes at the
time of voting
Approval 571,275,379 668, 955, 848 98.24
Disapproval 550,227 550,227 0.08
Invalidation
Abstention/Unvote 6,017,248 11,379,248 1.67
Total 577,842,854 680,885,323 100

Resolution: Approved after voting. The voting results are as follows:

Proposed by the Board of Directors

Proposal 4: Proposal to amend the Company's "Regulations for Electing Directors and Supervisors." Amendments shown in a comparison table on the Handbook (page 46-49). Please discuss.

Description: Highlights of the amendments are as below:

    1. To cope that the Company will establish the Audit Committee to replace the Supervisors, the regulation shall be renamed as "Regulations for Electing Directors" and the term "Supervisor" shall be removed from the Articles.
    1. To meet the practice, the paragraph 2 of Article 8 is added to prescribe that the Company shall keep the voting papers for at least one year in reference to the "Sample Template for

Procedures for Election of Directors and Supervisors" of the Taiwan Stock Exchange Corporation.

Resolution: Approved after voting. The voting results are as follows:

Voting Results Electronic Votes Aggregated Votes
(Including)
Electronic Votes)
% of the total
Votes at the
time of voting
Approval 560,493,545 658,174,014 96.66
Disapproval 545,061 545,061 0.08
Invalidation
Abstention/Unvote 16,804,248 22,166,248 3.25
Total 577,842,854 680,885,323

Proposed by the Board of Directors

Proposal 5: Proposal to amend the Company's "Procedures for Acquiring and Disposing of Assets." Amendments shown in a comparison table on the Handbook (page 50-68). Please discuss.

Description: Highlights of the amendments are as below:

    1. To cope that the Company will establish the Audit Committee to replace the Supervisors, the term "Supervisor" of the Articles shall be removed and the concerning regulations of the Audit Committee shall be added.
    1. The Procedures are also amended in accordance with the amendment of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" announced by Order Financial-Supervisory-Securities-Corporate-1060001296 No. by Financial Supervisory Commission on February 9, 2017.

Resolution: Approved after voting. The voting results are as follows:

Voting Results Electronic Votes Aggregated Votes
(Including)
Electronic Votes)
% of the total
Votes at the
time of voting
Approval 571,274,545 668,955,014 98.24
Disapproval 550,061 550,061 0.08
Invalidation
Abstention/Unvote 6,018,248 11,380,248 1.67
Total 577,842,854 680,885,323 100

Proposed by the Board of Directors

Proposal 6: Proposal to amend the Company's "Procedures for Transaction of Derivative Products." Amendments shown in a comparison table on the Handbook (page 69-72). Please discuss.

Description: To cope that the Company will establish the Audit Committee to replace the Supervisors, the term "Supervisor" of the Articles shall be removed and the concerning regulations of the Audit Committee shall be added.

Resolution: Approved after voting. The voting results are as follows:

Voting Results Electronic Votes Aggregated Votes
(Including)
Electronic Votes)
% of the total
Votes at the
time of voting
Approval 571,259,423 668,939,892 98.24
Disapproval 574,183 574,183 0.08
Invalidation
Abstention/Unvote 6,009,248 11,371,248 1.67
Total 577,842,854 680,885,323

Proposed by the Board of Directors

Proposal 7: Proposal to amend the Company's "Procedures for Fund

Lending, Endorsement and Guarantee." Amendments shown in a comparison table on the Handbook (page 73-85). Please discuss.

Description: To cope that the Company will establish the Audit Committee to replace the Supervisors, the term "Supervisor" of the Articles shall be removed and the concerning regulations of the Audit Committee shall be added.

Resolution: Approved after voting. The voting results are as follows:

Voting Results Electronic Votes Aggregated Votes
(Including)
Electronic Votes)
% of the total
Votes at the
time of voting
Approval 571,272,545 668,953,014 98.24
Disapproval 561,061 561,061 0.08
Invalidation
Abstention/Unvote 6,009,248 11,371,248 1.67
Total 577,842,854 680,885,323

V. Election Item:

Proposed by the Board of Directors

Proposal to elect the Directors of the Company. Proposal:

Description:

    1. Since the term of office of the current Directors and Supervisors had expired on June 11, 2017, and the Company is establishing the Audit Committee to replace the Supervisors, it is proposed to elect nine Directors (including three Independent Directors) according to the provisions of the Articles of Incorporation of the Company. The new Directors, whose term of office shall be three years from June 28, 2017 to June 27, 2020, shall take office after Annual General Shareholders' Meeting, and the current Directors and Supervisors shall be discharged simultaneously.
    1. The election of the Directors is conducted under the "candidate nomination system". The Board of Directors reviewed and approved the roster of the Director Candidates on May 9, 2017. The information of the Director Candidates are as Handbook Pages 86-90.
A/C
Number
Name Shareholding Votes Received
17 Evergreen Marine Corp.
(Taiwan) Ltd.
Representative :
Hung, Ping-Kun
424,061,830 787,399,949
17 Evergreen Marine Corp.
(Taiwan) Ltd.
Representative :
Chang, Kuo-Hua
424,061,830 688,686,607
591 Evergreen International
Corp.
Representative :
Chang, Kuo-Cheng
90,220,968 672,128,647
102249 Chang Yung-Fa Charity
Foundation
Representative :
Ko, Lee-Ching
100,000 647,730,057
591 Evergreen International
Corp.
Representative :
Tai, Jiin-Chyuan
90,220,968 631,869,015
102249 Chang Yung-Fa Charity
Foundation
Representative :
Wey, Maw-Jiunn
100,000 627,062,019
A1226* Chang, Ching-Ho
(Independent Director)
$\mathbf{0}$ 622, 311, 292
A1104* Szu, Wen-Chang
(Independent Director)
$\theta$ 619,271,036
S1024* Tseng, Yu-Chin
(Independent Director)
$\overline{0}$ 617, 336, 775

Election Results: The newly elected directors are as follows:

VI.Other Item:

Proposed by the Board of Directors

Proposal: Discussion on approving the release of restrictions of competitive activities of Directors. Please discuss.

Description:

  1. Directors who, for themselves or others run businesses which

are similar to the business of the Company, shall report to and obtain permission from the shareholders' meeting.

  1. The competitive activities of the Director are as shown in the following table. Therefore, the release of restriction of competitive activities of Director is proposed to the Shareholders' Meeting for approval. (Exhaustive list of Concurrent Positions in Other Companies as Handbook Pages $86-90.$
Director Concurrent Positions in Other The Business which is similar
Companies to the Company's
Evergreen Marine
Corp. (Taiwan) Ltd.
Representative :
Hung, Ping-Kun
of
Director
United
Stevedoring
Corporation
Director of Taiwan Terminal Services
Corporation Ltd.
Forwarding
Harbor
Cargoes
Services
Evergreen Marine Director of Evergreen Marine Corp.
(Taiwan) Ltd.
Ship Transportation &
Container Distributing Center
Business
Corp. (Taiwan) Ltd.
Representative :
Chang, Kao-Hua
Director and Manager of Evergreen
International S.A.
Director of Evergreen Marine (Hong
Kong) Ltd.
Ship Transportation
of Colon
Director and
Manager
Container Terminal S.A.
Container Distributing Center
Business
Evergreen
International Corp.
Representative :
Director
of
Qingdao
Evergreen
Container Storage & Transportation
Co., Ltd.
Container Distributing Center
Business
Chang, Kuo-Cheng Director
South
Asia
$\sigma f$
Gateway
Terminals (Pvt) Ltd.
Chang Yung-Fa
Charity Foundation
Representative :
Ko, Lee-Ching
Director and Manager of Evergreen
International S.A.
Director
and
Manager
of
Greencompass Marine S.A.
Director and
Manager
of Gaining
Enterprise S.A.
Marine
Director
of
Evergreen
(Singapore) Pte. Ltd.
Ship Transportation
Evergreen International
Corp.
of
Director
Evergreen
Container
Terminal (Thailand) Ltd.
Container Distributing Center
Business
Representative:
Tai, Jiin-Chyuan
Director of Taipei Port
Container
Terminal
Corp.
Container Distributing Center
Business & Harbor Cargoes
Forwarding Services

It is proposed to release the restriction of competitive activities of Directors mentioned above and the juristic persons who present.

Voting Results Electronic Votes Aggregated Votes
(Including)
Electronic Votes)
% of the total
Votes at the
time of voting
Approval 560, 165, 751 657,846,220 96.61
Disapproval 436,856 436,856 0.06
Invalidation
Abstention/Unvote 17,240,247 22,602,247 3.31
Total 577,842,854 680,885,323 100

Resolution: Approved after voting. The voting results are as follows:

VII. Extraordinary Motions: None.

VIII. Meeting Adjournment

  • Notes 1: The meeting minutes was recorded in accordance with the provision of paragraph 4 of Article 183 of the Company Law. The meeting audio recording still prevails regarding the meeting content, proceedings and shareholders' statements.
  • Notes 2: Because the percentage of approval votes, disapproval votes, invalid votes, abstention votes and no votes held by total votes is calculated rounded down to the second decimal place, the total percentage will not be exactly equal to 100.00%.

Ì.

December 31, 2016 December 31, 2015
Assets Notes AMOUNT $\%$ AMOUNT $\frac{0}{2}$
Current assets
Cash and cash equivalents 6(1) \$
2,885,889
8 2,892,709
\$
8
Available-for-sale financial assets - current 6(2) 862,593 3 1,079,861 3
Notes receivable, net 17,241 11,990
Accounts receivable, net 6(4) 214,087 $\mathbf{1}$ 188,619 $\mathbf{1}$
Accounts receivable, net - related parties $6(4)$ and 7 814,929 2 536,967 $\boldsymbol{2}$
Other receivables 18,394 30,130
Inventories 33,712 35,294
Prepayments 28,023 31,697
Other current assets 8,814 24,456
Total Current Assets 4,883,682 14 4,831,723 14
Non-current assets
Available-for-sale financial assets - 6(2)
non-current 1,238,413 $\overline{4}$ 1,065,870 3
Financial assets carried at cost - 6(3)
non-current 3,299 3,674
Investments accounted for using equity 6(5)
method 1,020,304 3 1,074,774 $\sqrt{3}$
Property, plant and equipment, net $6(6)$ and 7 25, 425, 140 75 25,936,258 76
Investment property, net 6(7) 720,048 $\mathbf{2}$ 723,236 $\sqrt{2}$
Intangible assets 3,291 4,045
Deferred income tax assets 6(22) 179,842 1 201,163 1
Other non-current assets 8 326,723 $\mathbf{1}$ 241,358 $\mathbf{1}$
Total Non-current Assets 28,917,060 86 29, 250, 378 86
TOTAL ASSETS \$
33,800,742
100 34,082,101
\$
100

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

(Continued)

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

(Expressed in thousands of New Taiwan dollars
-- -- ----------------------------------------------- -- -- -- -- -- --
December 31, 2016 December 31, 2015
Liabilities and Equity Notes AMOUNT $\%$ AMOUNT $\frac{0}{0}$
Current liabilities
Notes payable \$
12,650
\$
25,318
Accounts payable 349,408 $\mathbf{1}$ 305,817
Accounts payable - related parties 7 28,151 27,660
Other payables 6(8) 195,448 $\mathbf{1}$ 256,253 1
Other payables - related parties $6(8)$ and 7 359,766 1 21,321
Current income tax liabilities 6(22) 78,064 77,390
Long-term liabilities, current portion 6(9) 1,296,155 4 1,156,847 4
Other current liabilities, others 60,666 41,218
Total Current Liabilities 2,380,308 7 1,911,824 6
Non-current liabilities
Long-term borrowings 6(9) 6,016,587 18 6,981,080 20
Deferred income tax liabilities 6(22) 2, 111, 187 6 2,032,327 6
Other non-current liabilities 6(10)(11) 1,464,980 4 1,641,081 5
Total Non-current Liabilities 9,592,754 28 10,654,488 31
TOTAL LIABILITIES 11,973,062 35 12,566,312 37
Equity attributable to owners of the parent
Capital stock 6(12)
Common stock 10,671,411 31 10,671,411 31
Capital surplus 6(13)
Capital surplus 4,264,590 13 4, 264, 163 13
Retained earnings 6(14)
Legal reserve 1,951,837 6 1,867,463 5
Unappropriated retained earnings 3,703,763 11 3,294,491 10
Other equity interest 6(15)
Other equity interest 1,094,590 3 1,274,497 4
Equity attributable to owners of the
parent 21,686,191 64 21, 372, 025 63
Non-controlling interest 141,489 $\mathbf{1}$ 143,764
Total equity 21,827,680 65 21, 515, 789 63
Significant contingent liabilities and 9
unrecognized contract commitments
Significant events after the balance sheet 11
date
TOTAL LIABILITIES AND EQUITY \$
33,800,742
100 34,082,101
\$
100

The accompanying notes are an integral part of these consolidated financial statements.

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

Years ended December 31
2016 2015
Items Notes AMOUNT $\frac{0}{0}$ AMOUNT $\frac{0}{6}$
Operating revenue $6(16)$ and 7 \$ 7,472,097 100 \$ 7,348,665 100
Operating costs $6(20)$ and 7 $6, 201, 145$ ) ( 83) ( $6, 104, 974$ ) ( 83)
Gross profit 1,270,952 17 1,243,691 17
Operating expenses $6(20)$ and 7 254,935) ( 3) 282, 257) $\overline{4}$
Operating profit 1,016,017 14 961,434 13
Non-operating income and expenses
Other income 6(17) 167,628 2 165,244 2
Other gains and losses 6(18) 40,478) 17,746
Finance costs 6(19) $160,011)$ ( $2)$ ( $122,918$ ) ( 1)
Share of profit of associates and joint 6(5)
ventures accounted for using equity
method
29,483 18,180
Total non-operating income and
expenses
3,378) 78,252
Profit before income tax 1,012,639 14 1,039,686 14
Income tax expense 6(22) $203,624)$ ( $\overline{3}$ ) 196,399) 3)
Profit for the year \$ 809,015 11 \$ 843,287 11
Other comprehensive income, net 6(15)
Items that will not be reclassified to profit
or loss
Remeasurement of defined benefit plan \$ 67,787 1( 34,441)
Share of other comprehensive loss of
associates and joint ventures accounted for
using equity method, items that will not be
reclassified to profit or loss 2) 43)
Income tax relating to the components of $6(22)$
other comprehensive profit 11,524) 5,855
Items that will be reclassified to profit or
loss
Exchange differences arising on
translation of foreign operations $190, 801)$ ( 3) 369,867 5
Unrealized gain (loss) on valuation of
available-for-sale financial assets 15,546 455,895)( 6)
Income tax relating to the components of $6(22)$
other comprehensive profit 4,353) 15,337
Total other comprehensive loss for the
year, net $($ \$ $123,347$ ) ( 2 ) ( $\frac{1}{2}$ ) 99,320) ( $\perp$
Total comprehensive income for the year \$ 685,668 9 743,967 10
Profit (loss) attributable to:
Owners of the parent \$ 810,884 11 \$ 843,743 11
Non-controlling interest 1,869) 456)
\$ 809,015 11 \$ 843,287 11
Comprehensive income (loss) attributable
to:
Owners of the parent
Non-controlling interest \$ 687,238
1,570)
9 \$ 744,446
479)
10
\$ 685,668 9 \$ 743,967 10
Earnings per share 6(23)
Basic earnings per share (in dollars) 0.76 \$ 0.79
Diluted earnings per share (in dollars) \$ 0.76 \$ 0.79

The accompanying notes are an integral part of these consolidated financial statements.

(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 retained earnings
Unappropriated
translation of
differences
arising on
operations
Exchange
foreign
gain on valuation of
available-for-sale
Unrealized (loss)
financial assets
Total Non-controlling
interest
Total equity
2015
Balance at January 1, 2015 \$10,671,411 504
\$4,263,
\$1,800,628 2,919,711
419,167
925,998 \$21,000,419 175,407 \$21,175,826
Appropriation of 2014 earnings
Legal reserve 66,835 66,835)
Cash dividends 373, 499) 373,499) 5,892) 379,391)
Changes in equity of associates and joint ventures accounted for using
equity method
659 659 659
Profit (loss) for the year 843,743 843,743 456) 843,287
Other comprehensive (loss) income for the year 6(15) 28,629) 369,890 440,558) 99,297) 23) 99,320)
Changes in non-controlling interests 25,272 25,272
Balance at December 31, 2015 \$10,671,411 .163
4,264,
1,867,463
3,294,491
ا⇔
789,057
ادت
485,440 .372,025
\$21
مة 143,764 \$21,515,789
2016
Balance at January 1, 2016 \$10,671,411 \$4,264,163 \$1,867,463 3,294,491
789,057
485,440 \$ 21, 372, 025 143,764 \$21,515,789
Appropriation of 2015 earnings
Legal reserve 84,374 $84,374$ )
Cash dividends 373,499) 373,499) 705) 374,204)
Changes in equity of associates and joint ventures accounted for using
equity method
427 427 427
Profit (loss) for the year 810,884 810,884 $1,869$ ) 809,015
Other comprehensive income (loss) for the year 6(15) 56,261 $191,100$ ) 11,193 123,646 299 123,347
Balance at December 31, 2016 \$10,671,411 590
\$4,264
1,951,837
e
3,703,763
597,957
496,633 \$21,686,191 ÷, 141,489 \$21,827,680

The accompanying notes are an integral part of these consolidated financial statements.

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

Years ended December 31
Notes 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax \$ 1,012,639 \$ 1,039,686
Adjustments
Adjustments to reconcile profit (loss)
Depreciation 6(20) 1,827,674 1,661,536
Amortisation 6(20) 2,290 2,240
Bad debt expense 6(4) 22
Interest expense 6(19) 159,792 122,631
Interest income 6(17) ( $25,908$ ) ( 20,706)
Dividend income 6(17) $\overline{(\ }$ $106,711)$ ( 99,096)
Share of profit of associates and joint ventures 6(5)
accounted for using equity method $\overline{(\ }$ $29,483$ ) ( 18,180)
Loss on disposal of property, plant and equipment 6(18) 12,068 17,182
Gain on disposal of investments 6(18) $\overline{(\ }$ $600)$ ( 1,747)
Gain on disposal of investments accounted for using
equity method 17,366)
Impairment loss of financial assets 3,977
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net $\left($ $5,251$ ) ( 1,208)
Accounts receivable, net $\overline{(\ }$ 25,490) 1,629
Accounts receivable, net - related parties 277,962) ( 170,381)
Other receivables 13,155 23,017)
Inventories 1,582 1,425
Prepayments 3,674 8,457
Other current assets 15,642 $\left($ 26,106)
Changes in operating liabilities
Notes payable $\overline{\phantom{a}}$ 12,668) 26,769
Accounts payable 43,591 4,184
Accounts payable - related parties 491 1,037
Other payables 40,370 863
Other payables - related parties ( 8,578) 3,131
Other current liabilities, others 19,448 27,032)
Other non-current liabilities 106,963) 51,701)
Cash inflow generated from operations 2,552,824 2,438,207
Interest received 24,490 21,138
Interest paid $153,608$ ) ( 115,263)
Income tax paid 118,734) 138,070)
Net cash flows from operating activities 2,304,972 2,206,012

(Continued)

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

Years ended December 31
Notes 2016 2015
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets ( $1,100,000$ ) (\$ 820,000)
Proceeds from disposal of available-for-sale financial assets 1,158,600 863,747
Capital stock reduction of financial assets carried at cost 375
Disposal of investments accounted for using equity method 44,618
Disposal of a subsidiary 22,716
Disposal of a subsidiary, net of cash transferred out 33,610)
Capital stock reduction of investment accounted for using
equity method 36,950
Acquisition of property, plant and equipment (including 6(24)
prepayments for equipment) $1,459,883$ ) ( $3,603,776$ )
Proceeds from disposal of property, plant and equipment 14,047 9,777
Increase in refundable deposits 100)
Acquisition of intangible assets 1,536) 3,027)
Increase in other non-current assets - other financial assets 1,180)
Decrease in other non-current assets - other financial assets 485
Dividends received 143,137 134,453
Net cash flows used in investing activities $1,207,925$ ) 3,386,282)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in long-term borrowings 493,808 1,753,069
Repayment of long-term borrowings $1,177,019$ ) ( 520,331)
Increase in guarantee deposits received 1,374
Decrease in guarantee deposits received 1,351)
Dividends paid 6(14) 374,204) 379,391)
Net cash flows (used in) from financing activities $1,058,766$ ) 854,721
Effect of exchange rate changes 45,101) 111,424
Net decrease in cash and cash equivalents 6,820) 214, 125)
Cash and cash equivalents at beginning of year 2,892,709 3,106,834
Cash and cash equivalents at end of year \$ 2,885,889 \$
2,892,709

The accompanying notes are an integral part of these consolidated financial statements.

$\mathcal{A}^{\mathcal{A}}$

Assets Notes December 31, 2016
AMOUNT
$\%$ December 31, 2015
AMOUNT
$\%$
Current assets
Cash and cash equivalents 6(1) \$
225,779
$\mathbf{1}$ \$
431,891
$\overline{\mathbf{c}}$
Available-for-sale financial assets - current 6(2) 862,593 4 1,079,861
Notes receivable, net 17,241 11,990
Accounts receivable, net 6(4) 214,087 1 188,619 1
Accounts receivable, net - related parties $6(4)$ and 7 346,626 $\mathbf{1}$ 202,224 1
Other receivables 3,885 1,802
Inventories 33,712 35,294
Prepayments 10,806 14,141
Other current assets 8,814 7,125
Total Current Assets 1,723,543 7 1,972,947 8
Non-current assets
Available-for-sale financial assets - non- 6(2)
current 1,109,643 $\overline{4}$ 936,232 4
Financial assets carried at cost - non- 6(3)
current 3,299 3,674
Investments accounted for using equity 6(5)
method 11,418,503 45 11, 144, 212 44
Property, plant and equipment, net $6(6)$ and 7 9,961,045 39 9,998,108 39
Investment property, net 6(7) 720,048 $\mathfrak{Z}$ 723,236 $\mathfrak{Z}$
Intangible assets 3,291 4,045
Deferred income tax assets 6(21) 179,842 $\mathbf{1}$ 201,163
Other non-current assets $\bf 8$ 326,723 1 241,358 1
Total Non-current Assets 23,722,394 93 23, 252, 028 92
TOTAL ASSETS \$
25, 445, 937
100 \$
25, 224, 975
100

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)

$\mathcal{L}{\mathcal{A}}$ and $\mathcal{L}{\mathcal{A}}$ are the set of the set of the set of the set of $\mathcal{A}$

(Continued)

Liabilities and Equity Notes December 31, 2016
AMOUNT
$\frac{0}{6}$ December 31, 2015
AMOUNT
$\overline{\frac{0}{0}}$
Current liabilities
Notes payable \$
12,650
\$
25,318
Accounts payable 248,392 1 210,284 1
Accounts payable - related parties 7 25,353 25,281
Other payables 6(8) 187,176 1 248,866 1
Other payables - related parties $6(8)$ and 7 24,793 21,321
Current income tax liabilities 6(21) 78,064 1 77,346
Other current liabilities 42,078 41,218
Total Current Liabilities 618,506 $\mathfrak{Z}$ 649,634 $\boldsymbol{2}$
Non-current liabilities
Deferred income tax liabilities 6(21) 2, 111, 187 8 2,032,327 8
Other non-current liabilities 6(9)(10) 1,030,053 4 1,170,989 5
Total Non-current Liabilities 3, 141, 240 12 3,203,316 13
TOTAL LIABILITIES 3,759,746 15 3,852,950 15
Equity
Capital stock 6(11)
Common stock 10,671,411 42 10,671,411 42
Capital surplus 6(12)
Capital surplus 4,264,590 17 4, 264, 163 17
Retained earnings 6(13)
Legal reserve 1,951,837 8 1,867,463 8
Unappropriated retained earnings 3,703,763 14 3,294,491 13
Other equity interest 6(14)
Other equity interest 1,094,590 $\overline{4}$ 1,274,497 5
Total equity 21,686,191 85 21,372,025 85
Significant contingent liabilities and 9
unrecognized contract commitments
Significant events after the balance sheet 11
date
TOTAL LIABILITIES AND EQUITY \$
25, 445, 937
100 \$
25, 224, 975
100

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION PARENT COMPANY ONLY BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

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

Years ended December 31
2016 2015
Items Notes AMOUNT $\%$ AMOUNT $\%$
Operating revenue $6(15)$ and 7 \$ 4,414,903 100 \$ 4,433,405 100
Operating costs $6(19)$ and 7 $3,709,748$ ) ( 84) $3,712,835$ ) 84)
Gross profit 705,155 16 720,570 16
Operating expenses $6(19)$ and 7 202,348) ( 5) 222, 154) $\overline{5}$
Operating profit 502,807 11 498,416 11
Non-operating income and expenses
Other income 6(16) 62,764 $\mathfrak{2}$ 93,027 2
Other gains and losses 6(17) 9,067) 14,261
Finance costs 6(18) 526) 567)
Share of profit of subsidiaries, associates 6(5)
and joint ventures accounted for using
equity method 458,461 10 433,330 10
Total non-operating income and
expenses 511,632 12 540,051 12
Profit before income tax 1,014,439 23 1,038,467 23
Income tax expense 6(21) 203, 555) $\overline{4}$ 194,724) $\overline{4}$
Profit for the year 810,884 19 \$ 843,743 19
Other comprehensive income, net 6(14)
Items that will not be reclassified to profit
or loss
Remeasurement of defined benefit plan \$ 55,476 1( 16,686)
Share of other comprehensive income
(loss) of subsidiaries, associates and joint
ventures accounted for using equity
method, items that will not be reclassified
to profit or loss 12,309 $17,798$ ) (
Income tax relating to the components of $6(21)$ -6 1)
other comprehensive profit 11,524) 5,855
Items that will be reclassified to profit or
loss
Exchange differences arising on
translation of foreign operations $179,677$ ) ( 4) 363,890 8
Unrealized gain (loss) on valuation of
available-for-sale financial assets 14,143 - ( 458,632) ( 10)
Share of other comprehensive income
(loss) of subsidiaries, associates and joint
ventures accounted for using equity
method, items that will be reclassified to
profit or loss $10,020$ ) 8,737
Income tax relating to the components of $6(21)$
other comprehensive profit 4,353) 15,337
Total other comprehensive loss for the
year, net ( \$ $123,646$ ) ( 3) $($ \$ 99,297) $\overline{2})$
Total comprehensive income for the year \$ 687,238 16 $\boldsymbol{\mathsf{\$}}$ 744,446 17
Earnings per share 6(22)
Basic earnings per share (in dollars) $\overline{\imath}$ 0.76 \$ 0.79
Diluted earnings per share (in dollars) \$ 0.76 \$ 0.79

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY (Expressed in thousands of New Taiwan dollars)

373,499) 373,499) 659 123,646) 427 \$21,000,419 843,743 99,297 \$21,372,025 810,884 ,372,025 Total equity 686,191 \$21, \$21; 440,558) available-for-sale 925,998 485,440 Unrealized (loss) 485,440 11,193 496,633 financial assets valuation of gain on Other equity interest $\leftrightarrow$ $\leftrightarrow$ 191,100) translation of 369,890 419,167 789.057 789,057 597.957 differences Exchange arising on operations foreign Ø $\leftrightarrow$ 66,835)
373,499) 84, 374)
373, 499) Unappropriated 28,629) 843,743 2,919,711 $$3,294,491$ 810,884 56,261 703,763 294,491 earnings retained Retained Earnings $\sim$ $\sim$ S 84,374 $$1,867,463$ Legal reserve $$1,800,628$ 66,835 1,867,463 1,951,837 659 427 \$4,263,504 \$4,264,163 \$4,264,163 \$4,264,590 Capital surplus Common stock $$10,671,411$ $$10,671,411$ 10,671,411 $$10,671,411$ Notes $6(13)$ $6(14)$ 6(13) $6(14)$ Changes in equity of subsidiaries, associates and Changes in equity of subsidiaries, associates and Other comprehensive (loss) income for the year Other comprehensive income (loss) for the year joint ventures accounted for using equity joint ventures accounted for using equity Balance at December 31, 2015 Balance at December 31, 2016 Appropriation of 2014 earnings Appropriation of 2015 earnings Balance at January 1, 2015 Balance at January 1, 2016 Profit for the year Profit for the year Cash dividends Cash dividends Legal reserve Legal reserve method method 2016 2015

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

Years ended December 31
Notes 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax \$ 1,014,439 \$ 1,038,467
Adjustments
Adjustments to reconcile profit (loss)
Depreciation 6(19) 263,228 246,727
Amortization 6(19) 2,290 2,240
Bad debt expense 6(4) 22
Interest expense 6(18) 307 280
Interest income 6(16) ( $3,529$ ) ( 7,371)
Dividend income 6(16) $\overline{\mathcal{L}}$ $48,326$ ) ( 75,693)
Share of profit of subsidiaries, associates and joint 6(5)
ventures accounted for using equity method ( $458,461$ ) ( 433,330)
Gain on disposal of property, plant and equipment 6(17) ( $9,532$ ) ( 9,701)
Gain on disposal of investments 6(17) $600)$ ( 1,747)
Gain on disposal of investments accounted for using
equity method
7,586)
Impairment loss of financial assets 3,977
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net $5,251$ ) ( 734)
Account receivable, net 25,490) 7,913
Accounts receivable, net - related parties $144,402$ ) ( 2,220)
Other receivables 2,210) 1,997
Inventories 1,582 1,907
Prepayments 3,335 3,232
Other current assets $\overline{\phantom{a}}$ $1,689$ ) ( 6,261)
Changes in operating liabilities
Notes payable $\overline{(\ }$ 12,668) 25,127
Accounts payable 38,108 $\left($ 9,418)
Accounts payable - related parties 72 677
Other payables 40,603 363
Other payables - related parties 8,578) 3,131
Other current liabilities 860 8,710)
Other non-current liabilities 84,109) 39,834)
Cash inflow generated from operations 560,001 733,433
Interest received 3,656 7,618
Interest paid $307$ ) 280)
Income tax paid 118,620) 135,894)
Net cash flows from operating activities
444,730 604,877

(Continued)

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

Years ended December 31
Notes 2016 2015
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets $($ \$ $1,100,000$ ) (\$ 820,000)
Proceeds from disposal of available-for-sale financial
assets 1,158,600 863,747
Capital stock reduction of financial assets carried at cost 6(3) 375
Disposal of investments accounted for using equity method 22,716
Acquisition of property, plant and equipment (including 6(23)
prepayments for equipment) $403,485$ ) ( $617,321$ )
Proceeds from disposal of property, plant and equipment 14,047 9,777
Increase in refundable deposits ( 100)
Acquisition of intangible assets $1,536$ ) ( 3,027)
Increase in other non-current assets - other financial assets 1,180)
Decrease in other non-current assets - other financial assets 485
Dividends received 55,622 86,415
Net cash flows used in investing activities 275,992) 458,873)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in guarantee deposits received 1,374
Decrease in guarantee deposits received 1,351)
Dividends paid 6(13) 373,499) 373,499)
Net cash flows used in financing activities 374,850) 372,125)
Net decrease in cash and cash equivalents $206,112$ ) ( 226,121)
Cash and cash equivalents at beginning of year 431,891 658,012
Cash and cash equivalents at end of year \$ 225,779 \$
431,891

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2016 PROFIT ALLOCATION PROPOSAL

Unit: NT\$
Unappropriated Retained Earnings of Previous Years \$2,836,617,262
Plus:
Adjustments for Retained Earnings of Year 2016 56, 261, 379
Adjusted Unappropriated Retained Earnings 2,892,878,641
Plus:
Profit of 2016 810,883,855
Less:
Legal Reserve (81,088,386)
Retained Earnings in 2016 Available for Distribution 3,622,674,110
Distribution Item:
Shareholders' Dividends (Cash Dividends: NT\$0.35 per share) 373,499,383
Unappropriated Retained Earnings \$3,249,174,727

(Note): The surplus of year 2016 is allocated by priority

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Comparison Table for the Article of Incorporation Before and After Amendments

After Amendments Before Amendments Reason for Amendment
CHAPTER 4 DIRECTORS
AND MANAGERS
CHAPTER 4 DIRECTORS,
AND
SUPERVISORS
MANAGERS
According to the Article
14-4 of the Securities and
Exchange Act, the Audit
Committee is established
to replace the supervisors.
Thus, the Article
is
amended.
Article 15 Article 15 1. To modify the number
of directors for
the
The Company shall have
seven to nine $(2{\sim}9)$ Directors.
The election of the Directors
shall adopt the candidate
nomination system provided
in the Article 192-1 of the
The
Company
Act.
shareholders shall elect the
Directors from the list of
candidates announced by the
The
following
Company.
matters shall be processed
according to the relevant
regulations.
The total number of shares
that should be held by all
The Company shall have five
to nine $(5-9)$ Directors and
three (3) Supervisors.
The election of the Directors
and Supervisors shall adopt
nomination
candidate
the
system provided in the Article
192-1 of the Company Act.
The shareholders shall elect
the Directors and Supervisors
from the list of candidates
announced by the Company.
The following matters shall be
processed according to the
relevant regulations.
The total number of shares
actual demands.
2. To cope that
the
Company establishes
the Audit Committee to
replace the Supervisors,
the concerning term
"supervisor" shall
be
removed
from
the
Article.
preceding Directors shall be
subject to
the provision
that should be held by all
preceding
Directors
and
established by the Securities Supervisors shall be subject to
Management Institution. the provision established by
Securities Management
the
Institution.
Article 15-1 Article 15-1 To
that
the
$\log$ cope
The number of the Directors
set forth in the preceding
The number of the Directors
set forth in the preceding
article shall include three(3) article shall include two(2) to
Company establishes the
Audit Committee, thus,
number
the
of
the
After Amendments Before Amendments Reason for Amendment
Independent Directors.
The independent and non-
independent directors shall be
elected at the same time, but
the number of votes shall be
calculated separately.
The
professional
qualifications, restrictions on
shareholdings and concurrent
positions held, assessment of
independence,
method
of
nomination and election, and
other matters for compliance
with respect to Independent
Directors shall be subject to
the Securities and Exchange
other
relevant
and
Act
regulations.
three(3)
Independent
Directors.
The independent and non-
independent directors shall be
elected at the same time, but
the number of votes shall be
calculated separately.
The
professional
qualifications, restrictions on
shareholdings and concurrent
positions held, assessment of
independence,
method
of
nomination and election, and
other matters for compliance
with respect to Independent
Directors shall be subject to
the Securities and Exchange
other
relevant
and
Act
regulations.
Independent Directors is
amended according to the
Article
$14 - 4$
of
the
Securities and Exchange
Act.
Article 16
The Directors shall be elected
at the Shareholders' Meeting
their
competence and
disposing capacity.
They
shall have a three-year term
of office and are eligible for
re-election. The Directors
may, according to Article
199 of the Company Act, be
discharged at any time by a
resolution
passed at
a
Shareholders' Meeting.
Article 16
The
Directors
the
and
Supervisors shall be elected at
and they are selected due to the Shareholders' Meeting and
they are selected due to their
competence and disposing
capacity. They shall each have
a three-year term of office and
are eligible for re-election.
The Directors or Supervisors
may, according to Article 199
and Article 227 of the
Company Act, be discharged
at any time by a resolution
passed at a Shareholders'
Meeting.
To
the
that
cope
Company establishes the
Audit
Committee
to
replace the Supervisors,
the
concerning
term
"supervisor"
shall
be
removed from the Article
and some words shall be
modified.

After Amendments

Article 17

When the dismissal $\alpha$ f $Directory(s)$ results $in$ the number of directors less than $five(5)$ , the Company shall hold supplementary election for Director at the next following Shareholders' Meeting. When the number of vacancies of Directors reaches one-third of the total number of Directors. the Board of Directors shall Shareholders' convene $\overline{a}$ Meeting for supplementary election within 60 days from the date $\alpha$ which the situation arose. Its term of office shall only be limited to full replenishment of the original term of office.

When the dismissal of Independent $Directory(s)$ result in the number of Independent Directors less than the number providing in the paragraph 1 of the Article 15-1, the Company shall hold supplementary election for Independent Director(s) at the next following Shareholders' Meeting. When $a11$ Independent Directors have been dismissed, the Board of Directors shall convene a Shareholders' Meeting for electing Independent

Before Amendments

Article 17

When the dismissal $\alpha$ f $Directory(s)$ results in the number of directors less than $five(5)$ , the Company shall hold supplementary election for Director at the next following Shareholders' Meeting. When the number of vacancies of Directors reaches one-third of the total number of Directors, or when the Supervisors are all dismissed, the Board of Directors shall Shareholders' convene a Meeting for supplementary election within 60 days from the date on which the situation arose. Its term of office shall to only be limited full replenishment of the original term of office.

When the dismissal $\sigma$ f Independent Director(s) result in the number of Independent Directors less than the number providing in the paragraph 1 of the Article $15-1$ , the Company shall hold supplementary election for Independent Director(s) at the next following Shareholders' When Meeting. all Independent Directors have been dismissed, the Board of Directors shall convene a Shareholders' Meeting for

To cope that the Company establishes the Audit Committee $\overline{f}$ replace the Supervisors. the concerning term "supervisor" shall be removed from the Article.

Reason for Amendment

After Amendments Before Amendments Reason for Amendment
Directors within 60 days electing Independent Directors
from the date on which the within 60 days from the date
situation arose. on which the situation arose.
Article 20 Article 20 To
that
the
cope
Notices of the Board Meeting
shall be dispatched to each of
the Directors seven $(7)$ days
prior to convening such
meeting. Nevertheless, in
case of emergency, the said
meeting may be convened
anytime.
Notices of the Board Meeting
shall be dispatched to each of
the Directors and supervisors
seven $(7)$
days
prior
to
such meeting.
convening
Nevertheless, in
of
case
emergency, the said meeting
may be convened anytime.
Company establishes the
Audit Committee
to
replace the Supervisors,
the
concerning
term
"supervisor"
shall
be
removed
from
the
Article.
conducted in the form of
writing or by way of e-mail
or fax.
Where a Director is unable to
authorize
another
may
Director to attend on his
conducted thereat and the
scope of the authority to be
granted.
The notice set forth in the The notice set forth in the
preceding paragraph may be preceding paragraph may be
conducted in the form of
writing or by way of e-mail or
fax.
Where a Director is unable to
attend a Board Meeting, he attend a Board Meeting, he
authorize
may
another
Director to attend
his
on
behalf by issuing a power of behalf by issuing a power of
attorney in the latter's favor attorney in the latter's favor
specifying the business to be specifying the business to be
conducted thereat and
the
scope of the authority to be
granted.
Article 22 Article 22 To
with
cope
the
The Company shall establish
Audit
Committee
the
1n
accordance with Article 14-4
the
Securities
of
and
Exchange Act. The exercise
of power and others of the
Audit Committee
and
its
shall
members
be
1n
The Supervisors shall execute
his duty in accordance with
the Company Act and related
regulations.
establishment
the
of
Audit Committee,
the
exercise of power
and
of
the
Audit
others
Committee
and
its
members
shall
be
specified,
that
are
regulated
the
with
Securities and Exchange
Act and the relevant laws
After Amendments Before Amendments Reason for Amendment
accordance
with
the
and regulations.
Securities and Exchange Act
and the relevant laws and
regulations.
Article 23 Article 23 To
that
the
cope
The Compensation of the The Compensation of the Company establishes the
Audit
Directors
(the)
Directors and Supervisors (the Committee
to
replace the Supervisors,
be
"Compensation")
to
"Compensation")
be
to
the
concerning
term
resolved by the Board of the resolved by the Board of the "supervisor"
shall
be
Directors authorized herein Directors authorized
herein
removed from the Article
will be based on the level of will be based on the level of and some words shall be
each one's participation in each one's participation in and modified.
and the value of individual's value of individual's
the
contribution
the
to
contribution to the Company's
Company's operation as well operation as well
the
as
as the ordinary standard of
competitors'
the
ordinary standard
of
the
Compensation. competitors' Compensation.
In order to cover the loss
In order to cover the loss causing from liabilities of the
causing from liabilities of the Directors and Supervisors and
Directors
and
raise
to
to raise awareness of corporate
of
corporate
awareness
the
governance,
Company
governance, the
Company
liability
take
may
out
liability
take
out
may
insurance for all Directors,
insurance for all Directors Supervisors,
the
and
and the representatives who representatives
who
are
designated
by
the
are
designated by the Company to
Company to its investing its investing companies to act
companies to act as Director as Director or Supervisor
Supervisor during their
or
during their terms of offices.
terms of offices.
Article 25 Article 25 To
that
the
cope
After the end of each fiscal After the end of each fiscal Company establishes the
Audit
Committee
to
year of the Company, the year of the Company, the replace the Supervisors,
Board of Directors
shall
Board
of Directors
shall
the
concerning
term
submit
and
prepare
the prepare the following reports "supervisor"
shall
be
After Amendments Before Amendments Reason for Amendment
following
the
reports
to
Annual General Meeting of
the Shareholders for approval
legal
according
to
procedures:
1. Business report.
2. Financial statements.
3. Proposal for allocation of
surplus profit or making up
loss.
which shall be delivered to the
Supervisors thirty $(30)$ days in
advance
$\Omega$
the
Annual
Meeting
of
General
the
Shareholders for the auditing
and preparation of reports
thereof,
which
shall
be
approved by the shareholders
the
Annual
General
at
Meeting:
1. Business report.
2. Financial statements.
3. Proposal for allocation of
surplus profit or making up
loss.
removed from the Article
and some words shall be
modified.
Article 26
Minimum $1\%$ of profit of the
current year distributable as
employees'
compensation
and not exceed $2\%$ of profit
of
the
current
year
distributable
directors'
as
shall
be
remuneration
distributed
when
have profit.
Company
However, the Company's Company's
$before \mid$
been
covered
employees'
distributing
compensation and directors'
remuneration
by
the
aforementioned principles.
Article 26
Minimum $1\%$ of profit of the
current year distributable as
employees' compensation and
not exceed $5\%$ of profit of the
current year distributable as
remuneration of Directors and
shall
Supervisors
be
the distributed when the Company
have profit. However, the
accumulated
accumulated losses shall have losses shall have been covered
before distributing employees'
compensation
and
remuneration of Directors and
Supervisors
by
the
aforementioned principles.
Considering the reasons
with the basis of
the
remuneration
of
the
directors and supervisors
changed as the annual
profit, and the funding of
competitors
the
for
reference,
the
and
reduction in
the
gap
between the upper and
lower limits of funding
ratio of the remuneration
directors
the
of
and
supervisors
and
the
compensation
-of
employee,
the
SO
Paragraph 1 is amended
to adjust the ratio of the
remuneration of directors
and supervisors to the
annual profit.
Employees' compensation Employees' compensation
may be distributed in the $\vert$ may be distributed in the form
After Amendments Before Amendments Reason for Amendment
form of shares or in cash;
directors' Remuneration shall
be distributed in the form of
cash only.
The profit set out in the first
Paragraph is meaning thereto
income before income tax of
the current year including the
of
profit
employees'
compensation and directors'
remuneration.
The amount of payment of
the employees' compensation
the
Directors'
and
remuneration and with the
distribution manner of the
employees'
compensation
shall be
adopted
by
a
majority vote at a meeting of
the
Board
of
directors
attended by two-third of the
total number of directors and
then to be reported to the
shareholders meeting.
of
shares
cash;
or
in
Remuneration of Directors
and
Supervisors
shall
be
distributed in the form of cash
only.
The profit set out in the first
Paragraph is meaning thereto
income before income tax of
the current year including the
of
profit
employees'
compensation
and
remuneration of Directors and
Supervisors.
The amount of payment of the
employees' compensation and
the remuneration of Directors
and Supervisors and with the
distribution
of the
manner
employees'
compensation
shall be adopted by a majority
vote at a meeting of the Board
Directors attended by
$\sigma f$
two-third of the total number
of directors and then to be
reported to the shareholders
meeting.
Article 29
Add "The 43rd amendment is
made on June 28, 2017"
according
to the original
article.
Article 29
Omitted.
Add the amended date.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

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

After Amendments Before Amendments Reason for Amendment
REGULATIONS
FOR
ELECTING DIRECTORS
REGULATIONS
FOR
ELECTING DIRECTORS
AND SUPERVISORS
Name amendment goes in
line with the replacement
of the supervisors with
the Audit Committee.
Article 1
The
election
of
the
Directors of the Company
handled
shall
be
$\left \text{in} \right $
accordance
with
the
Regulations.
Article 1
The
election
of
the
Directors and Supervisors
of the Company shall be
handled in
accordance
with the Regulations.
The word "Supervisors"
is deleted so as to go in
line with the replacement
of the supervisors with
the Audit Committee.
Article 2
The
election
$\circ$ of
the
nomination $ $
candidate
system provided in the
192-1 of
Article
the
The
Company
Law.
shareholders shall
elect
following matters shall be
processed according to
the relevant regulations.
Article 2
The
election
of
the
Directors shall adopt the Directors and Supervisors
shall adopt the candidate
nomination
system
provided in the Article
192-1 of the Company
The
Law.
shareholders
the Directors from the list shall elect the Directors
of candidates announced $\vert$ and Supervisors from the
by the Company. The list of candidates
the
announced
by
Company. The following
matters shall be processed
according to the relevant
regulations.
The word "Supervisors"
is deleted so as to go in
line with the replacement
of the supervisors with
the Audit Committee.
Article 2-1
The
election
of
the
Article 2-1
The
election
of
the
Directors of the Company Directors and Supervisors
The word "Supervisors"
is deleted and phrases are
modified so as to go in
After Amendments Before Amendments Reason for Amendment
shall be executed by of the Company shall be line with the replacement
adopting the method of executed by adopting the of the supervisors with
accumulative voting by method of accumulative the Audit Committee.
open vote. Each share voting by open vote. Each
held by a shareholder share
held
by
a
shall be entitled to the shareholder shall
be
number of right-to-vote entitled to the number of
equal to the number of right-to-vote equal to the
Directors to be elected. A number of Directors or
shareholder $\max$ Supervisors to be elected.
the $\vert$
all
concentrate
A
shareholder
may
number of right-to-vote concentrate
all
the
one candidate or
for
number of right-to-vote
distribute the number of for one candidate or
right-to-vote to several distribute the number of
candidates. Shareholder right-to-vote to several
number
$\vert$ or $\vert$
account
candidates.
Shareholder
Attendance
$C$ ertificate
account
number
or
number printed on the Attendance
Certificate
vote may be used to number printed on the
represent the voter instead vote may be used to
of the name of the voter. represent the voter instead
The independent and non- of the name of the voter.
independent
directors
The independent and non-
shall be elected at the independent
directors
time, but
the
same
shall be elected at the
number of votes shall be same time, but
the
calculated separately. number of votes shall be
calculated separately.
Article 4 Article 4 The word "Supervisors"
The required number of The required number of is deleted so as to go in
Directors
and
Directors,
Independent
line with the replacement
Independent
Directors
Directors and Supervisors of the supervisors with
shall
be
elected
in
be
shall
elected
in
the Audit Committee.
accordance
with
the
accordance
with
the
Articles of Incorporation, Articles of Incorporation,
and the candidates who and the candidates who
After Amendments Before Amendments Reason for Amendment
obtain more votes than
others from the election
turn. When the number of $\vert$
votes obtained by two or $\vert$
more than two candidates
is the
but that
same
the
required
exceed
number of Directors to be
elected, the case shall be
determined by drawing
Shareholders'
the
Meeting shall draw the
lots for any candidate
case but fails to attend the
meeting.
obtain more votes than
others from the election
will be deemed elected in will be deemed elected in
turn. When the number of
votes obtained by two or
more than two candidates
is the
but that
same
exceed
the
required
number
of
Directors
and/or Supervisors to be
elected, the case shall be
lots, and the Chairman of determined by drawing
lots, and the Chairman of
Shareholders'
the
Meeting shall draw the
who is involved in the lots for any candidate
who is involved in the
case but fails to attend the
meeting.
Article 8
After
the
votes
are
and the results of the
by the Chairman of the by the Chairman of the
shareholders' meeting.
For the preceding
election, the Company
shall keep the voting
papers for at least one
year, but for any
shareholder who files a
litigation in accordance
with Article 189 of the
Company Law, the voting
papers shall be kept until
Article 8
After
the
votes
are
completed, the votes shall completed, the votes shall
be opened on the spot, be opened on the spot,
and the results of the
votes shall be announced votes shall be announced
shareholders' meeting.
1. Word modification.
reference
the
$2.\ln$
to
amended Articles 13 of
"Sample Template for $\circ \circ$
Co., Ltd. Procedures for
Election of Directors and
Supervisors" per
28
January 2015
Public
Announcement
No.
Taiwan-Stock
Governance-1040001716
of the Taiwan Stock
Exchange Corporation,
Paragraph 2 of this Article
is added.
After Amendments Before Amendments Reason for Amendment
the end of the litigation.
(Deleted) Article 10
Regulations
The
were
duly
established
on
January 20, 1990;
The 1st amendment was
made on May 11, 2001;
The 2nd amendment was
made on June 27, 2002;
The 3rd amendment was
made on June 15, 2011;
The 4th amendment is
made on June 19, 2012.
1. The Article is deleted.
2. Considering the history
of the establishment
and amendment of this
Article
is
a.
non-normative content,
thus it shall be deleted
and otherwise recorded.

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EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Comparison Table for the Procedures for Acquiring and Disposing of Assets Before and After Amendments

of Directors
the transactions
Committee for approval
for
and then to the Board
resolution. When the
prescribed by the
terms and conditions of
of Directors
for
Company's procedures
or other laws and
resolution. When the
transaction are
this
terms and conditions of
changed in the future,
regulations that shall
be approved by the
this transaction are
the aforesaid
Board of Directors.
changed in the future,
procedures shall apply.
the $\arccos{a}$ aforesaid 2. If the transaction
3. To be in line with
procedures shall apply.
is
amount
establishment of the
2. If the transaction
NT\$1,000,000,000
or
Company's Audit
more, at least two
is
amount
Committee, Paragraph
NT\$1,000,000,000 or
professional appraisers
1 of Article 1 of these
shall be retained to
more, at least two
procedures is amended
professional appraisers
conduct the appraisal.
based on
the
shall be retained to
3. When the appraisal
aforementioned
conduct the appraisal.
made by
the
regulations.
professional appraiser
3. When the appraisal
4. Based on
the
results in any of the
made by
the
amendment of Article
professional appraiser
following
9 of the "Regulations"
results in any of the
circumstances, except
announced by Order
following
that
the appraisal
No. Financial-
circumstances, except
amount of acquiring
Supervisory-
that the appraisal
assets are more than the
Securities-Corporate-
amount of acquiring
transaction amount or
1060001296
assets are more than the
the appraisal amount of
promulgated by FSC
transaction amount or
disposing assets
are
on February 9, 2017,
the appraisal amount of
less
than
the
Paragraph
$\mathbf{1}$
is
disposing assets are
transaction amount, a
amended.
less than the transaction
CPA shall be retained
5. The rest consists of
amount, a CPA shall be
to give specific opinion
revision.
retained to give specific
the
cause
of
on
opinion on the cause of
difference and whether
After Amendments Before Amendments Reason for Amendment
difference and whether
the transaction price is
justified in accordance
the transaction price is
justified in accordance
with the Statement of
with the Statement of
Auditing Standards No.
20 as published by the
Auditing Standards No.
20 as published by the
Accounting
Research
After Amendments Before Amendments Reason for Amendment
Accounting Research
Development
and
Foundation(ARDF):
$(1)$ The
appraisal
amount differs from
the
transaction
amount by 20% or
more of the latter.
$(2)$ The appraisal
amount of
one
professional
appraiser
differs
from that of another
by $10\%$ or more of
transaction
the
amount.
4. The
date
of
a
professional appraisal
report shall not exceed
three (3) months from
the date of contract.
However, in case the
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.
and Development
Foundation(ARDF):
$(1)$ The
appraisal
amount differs from
transaction
the
amount by 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.
4. The
date
of
a
professional appraisal
report shall not exceed
three $(3)$ months from
the date of contract.
However, in case the
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 9
occurrence Before
Before
the
of acquiring
date
$-$ or $ $
disposing of any member
Article 9
the
occurrence
date of acquiring
or
disposing of any member
Based on the amendment
of Article 11
of the
"Regulations",
the
Chinese
wording
"government agency" of
After Amendments Before Amendments Reason for Amendment
capital
or
in transacting with $a \mid in$ transacting with
government agency,
a
CPA shall be retained to $ CPA$ shall be retained to
trading
price
in
accordance
with
the
Statement of Auditing
No. 20
Standards
as
published by the ARDF.
of the Company's paid-in $\vert$ of the Company's paid-in $\vert$ wording
capital
or
NT\$300,000,000, except NT\$300,000,000, except
a
government agency,
a
issue the opinion on the issue the opinion on the
trading
price
in
accordance
with
the
Statement of Auditing
Standards No. 20
as
published by the ARDF.
remains
unchanged.
Article 13
The Company acquiring The Company acquiring
or disposing of real estate
with a related party, or
Article 13
or disposing of real estate
with a related party, or
1. To amend the wording
"domestic
money
market funds" of
paragraph 1
into
acquiring or disposing of
other assets, except in
trading of governments
bonds or bonds with a call
option,
put
or
or
subscription
$\alpha$
redemption of money redemption of domestic
acquiring or disposing of
other assets, except in
trading of governments
bonds or bonds with a call
option,
put
or
or
subscription
or
"money market funds
issued by domestic
securities investment
enterprises"
trust
pursuant to
the
amended paragraph 1 of
article
14
of the
"Regulations". In which
market funds issued by
domestic securities
investment
trust
which
enterprises,
transaction
amount is
money
market
funds,
which transaction amount
is equal to or more than
20% of the Company's
paid-in capital, 10% of
definition
of
the
"domestic
money
market funds" should
be consistent with the
equal to or more than
20% of the Company's
paid-in capital, $10\%$ of
Company's total
the
the Company's
total
assets or NT\$300,000,000
with a related party may
sign the contract
and
definition in "Securities
Investment Trust and
Consulting Act".
2. To be in line with the
assets or NT\$300,000,000
with a related party may
sign the contract and
make payment only if the
make payment only if the
following
data
and
information have
been
submitted for resolution
replacement
of
supervisors with Audit
Committee, this Article
is amended:
following data
and
passed by the Board of (1) Based on Paragraph
After Amendments Before Amendments Reason for Amendment
information
been
have
Directors and ratified by 5 of Article 14 of
submitted
first
the
$\overline{\phantom{a}}$ to
the supervisor: the Regulations, the
Audit
Committee
and
1. Purpose, necessity and transactions
with
the Board of
then
to
expected
economic
related parties stated
Directors for resolution: efficiency of acquiring in Paragraph 1 of
1. Purpose, necessity and or disposing of assets. this Article shall be
expected
economic
2. Reason of choosing the by
approved
the
efficiency of acquiring related party as the Audit Committee
or disposing of assets. trading counter party. before submitting it
2. Reason of choosing the 3. The relevant data and Board
the
of
to
related party as
the
information to be used for
Directors
a
trading counter party. evaluating
for
the
resolution.
3. The relevant data and trading
terms
as
(2) Paragraph
$\overline{2}$
1S
information to be used provided for in Articles amended
by
evaluating
for
the
14 and 15 hereof when replacing
trading
terms
as
acquiring
any
real
supervisors with the
provided for in Articles estate from a related Audit Committee,
14 and 15 hereof when party. and the process is
acquiring
real
any
4. Acquisition
date,
adjusted.
estate from a related acquisition price, and $(3)$ The Paragraph 3 is
party. trading counter party of amended based
on
4. Acquisition
date,
the related party, and Article 14-5
of
acquisition price,
and
the relationship of such "Securities"
and
trading counter party of counter party with the Exchange
Act",
the related party, and Company and
the
Article 8
$\sigma f$
the
the relationship of such related party. Regulations
and
counter party with the 5. Monthly forecast
of
No.
Order
Company and
the
$\&$
cash
income
Financial-
related party. expenditure for a period Supervisory-
5. Monthly forecast
of
of
12
months
Securities-
cash
$\&$
income
commencing from the Corporate
expenditure for a period month
of
expected
1060001296
$\sigma f$
12
months
contract signing, and promulgated
by
commencing from the evaluation in regard to FSC.
month
of
expected
the necessity of the 3.7 o
simplify
the
contract signing, and transaction
and
provision, Paragraph 4
evaluation in regard to justification of funds is moved to Paragraph
the necessity of the utilization. 4 of Article 30.
After Amendments Before Amendments Reason for Amendment
transaction
and
6. Obtain an appraisal
justification of funds report issued by
a
utilization. professional appraiser
6. Obtain an appraisal or CPA's opinions in
report issued by
a
accordance with
the
professional appraiser provisions of
the
or $CPA's$ opinions in preceding Article.
accordance
with the
7. Restrictions and other
provisions of the important
matters
preceding Article. agreed upon in the
7. Restrictions and other transaction.
important matters The transaction amount
agreed upon in the referred in the preceding
transaction. shall
paragraph
be
The transaction amount computed in accordance
referred in the preceding with the provisions of
shall
paragraph
be Paragraph 2 of Article 25
computed in accordance except
under
the
with the provisions of circumstance that has
Paragraph 2 of Article 25 been submitted
for
except
under
the resolution passed by the
circumstance that has Board of Directors and
been submitted for ratified by the supervisor
resolution approved by in accordance with these
the Audit Committee and regulations. And the term
$\sigma f$
Directors
in
then passed by the Board "within the period of one"
$(1)$ year" shall mean the
accordance with these period of one (1) year
regulations. And the term retroactive
from
the
"within the period of one" occurrence date of trading
$(1)$ year" shall mean the concerned.
period of one (1) year
retroactive
from
the
Acquiring or disposing of
business
occurrence date of trading equipment
between the Company
concerned. and its parent company or
Acquiring or disposing of subsidiaries,
may
be
business
equipment $ $
approved by Chairman of
Company $\vert$
between
the
the Board of Directors,
After Amendments Before Amendments Reason for Amendment
and its parent company or
subsidiaries,
may
be
approved by Chairman of
the Board of Directors,
where empowered by the
Board of Directors
to
acquire or dispose of
assets within a specific
limit, for
subsequent
submission
to
and
ratification by the next
Audit Committee meeting
and Board Meeting.
where empowered by the
Board of Directors
$\overline{\mathbf{t}}$
acquire or dispose of
assets within a specific
limit, for
subsequent
submission
and
to
ratification by the next
Board Meeting.
When a
matter
$\overline{1}$
submitted for discussion
by the Board of Directors
to
the
pursuant
paragraph1, the Board of
Directors shall take into
full consideration each
independent
director's
opinions. If
an
independent
director
objects to or expresses
reservations about
any
shall
matter, it
be
recorded in the minutes.
Article 16
real estate For any
For
any
acquired from the related
party, if the respective
of evaluations
results
made by the Company as
per Articles 14 and 15
hereof are less than the
transaction price, then:
1. The difference between
transaction price and
evaluated price of the
real estate concerned
shall be set aside as
special
reserve
Article 16
real
estate
acquired from the related
party, if the respective
results of evaluations
made by the Company as
per Articles 14 and 15
hereof are less than the
transaction price, then:
1. The difference between
transaction price and
evaluated price of the
real estate concerned
shall be set aside as
special
reserve
To be in line with the
replacement
of
Supervisors with Audit
Committee and Paragraph
2 of Article $33-1$ of the
Regulations,
of
Subparagraph
2
Paragraph 1 is amended.
After Amendments Before Amendments Reason for Amendment
according to paragraph according to paragraph
1, Article 41 of the 1, Article 41 of the
Securities
and
Securities
and
Exchange Act,
and
Exchange Act,
and
shall not be distributed shall not be distributed
cash or
stock
as
cash
stock
or
as
If the
dividends.
If the
dividends.
investor who evaluates investor who evaluates
its investment in the its investment in the
Company by equity Company by equity
method is a public method is a public
company, it shall also company, it shall also
set aside as a special set aside as a special
reserve in proportion to reserve in proportion to
its shareholding in the its shareholding in the
Company as provided Company as provided
for in paragraph 1, for in paragraph 1,
Article 41
$\circ$ of
the
Article 41
of
the
Securities
and
Securities
and
Exchange Act. Exchange Act.
2. The Independent
Directors of the Audit
2. Supervisor of
the
Company shall perform
Committee
shall
the duties pursuant to
the
duties
perform
the provisions set forth
the
pursuant
to
in Article 218 of the
provisions set forth in Company Law.
218
Article
of
the
3. The actions taken as
Company
Law
in
required
in
which Paragraph 4 of Subparagraph 1 and 2
Article
$14 - 4$
of
hereof shall be reported
Securities
and
shareholders'
to the
Exchange
Act
is
meeting, and details of
mutatis mutandis. transaction
the
3. The actions taken
as
shall
be
concerned
required
in
disclosed in the annual
Subparagraph 1 and 2 report and prospectus,
hereof shall be reported respectively.
shareholders'
the
to
As to the special reserve
After Amendments Before Amendments Reason for Amendment
meeting, and details of
transaction
the
shall
be
concerned
disclosed in the annual
report and prospectus,
respectively.
As to the special reserve
aside
under
the
set
provisions set forth in the
preceding paragraph, it
shall not be used until the
devaluation loss on the
asset purchased at high
price has been set aside,
or a disposal been made,
or proper compensation
given,
been
or
a
restoration to the original
status been completed, or
there are other evidences
proving it is justified, and
the FSC has approved the
use of such reserve.
In case there are other
evidences showing the
transaction of acquiring
by
the
real
estate
Company from the related
party is abnormal, the
provisions set for in the
preceding two paragraphs
shall apply.
set aside
under
the
provisions set forth in the
preceding paragraph, it
shall not be used until the
devaluation loss on the
asset purchased at high
price has been set aside,
or a disposal been made,
or proper compensation
given,
been
or
a
restoration to the original
status been completed, or
there are other evidences
proving it is justified, and
the FSC has approved the
use of such reserve.
In case there are other
evidences showing the
transaction of acquiring
real
estate
by
the
Company from the related
party is abnormal, the
provisions set for in the
preceding two paragraphs
shall apply.
Article 17 Article 17
Upon carrying out any Upon carrying out any
1. To be in line with the
establishment of the
merger, split, acquisition, merger, split, acquisition, Audit Committee and
stock transfer, the or
or
stock
transfer, the
compliance with
in
Company shall, before the Company shall, before Article 6 of Business
After Amendments Before Amendments Reason for Amendment
of
deliberation
the
the
convening
Board
Mergers
And
acquisition or/and merger Meeting, retain a CPA, Acquisitions Act, the
by the Audit Committee securities
lawyer
or
preceding paragraph of
the
Board
and
0f
underwriter
to
express
this Article is amended.
Directors, retain a CPA, their opinions about the 2. Also, considering that
lawyer, securities ratio of share-for-share the
of
merger
$other \mid$
underwriter, or
exchange, tender offer subsidiaries or between
independent experts to price, or the cash or other subsidiaries in which
their
express
opinions properties to be allocated the Company has one
the
ratio
about
$\sigma$
to the shareholders. Then, hundred percent
of
share-for-share exchange, the report to the effect investment
$\overline{1}S$
tender offer price, or the shall be made to the considered to
be
an
cash or other properties to Board of Directors for organizational
allocated
the
be
to
resolution. reorganization of the
shareholders.
The
same Group, there shall
opinions
shall
be
be no action involving
submitted to the Audit the
conversion
or
Committee for approval distribution
of
the
the
Board
of
and
shareholders' cash
or
Directors for resolution. other properties. Thus,
However, for the merger based on the amended
of subsidiaries in which Article 22
of
the
the Company directly or Regulations,
this
indirectly possesses one proviso is added to
hundred percent of the exempt the rational
issued shares or capital or
merger between
opinions of the experts
for the
ratio
of
subsidiaries in which the share-for-share
Company directly
or
exchange
in
these
indirectly possesses one mergers.
hundred percent of the
issued shares or capital,
the aforementioned
rational opinions provided
by the experts may be
exempted.
After Amendments Before Amendments Reason for Amendment
resolution relating to such
split,
merger,
or
acquisition is rejected in
the
shareholders'
those
meeting, then
participating companies
shall promptly make a
public
announcement
stating
the
reasons
thereof,
the
follow-up
the date expected to shareholders' meetings.
convene their respective
shareholders' meetings.
acquisition is rejected in
shareholders'
the
meeting,
then
those
participating companies
shall promptly make a
public
announcement
stating the
reasons
thereof, the
follow-up
measures to be taken, and
the date expected
to
measures to be taken, and convene their respective
Article 25
$\sigma$
disposed
by
the
of
the
following
circumstances,
information
shall be
publicly announced and
reported, in the specified
form by its nature, on the
website designated by the
FSC within two $(2)$ days
from the occurrence date:
1. Acquiring or disposing
of real estate with a
related
party,
or
acquiring or disposing
of other assets with a
related party which
transaction amount is
Article 25
If the asset acquired or If the asset acquired or
disposed
of
by
the
Company falls within one Company falls within one
of
the
following
relevant circumstances,
relevant
information
shall
be
publicly announced and
reported, in the specified
form by its nature, on the
website designated by the
FSC within two (2) days
from the occurrence date:
1. Acquiring or disposing
of real estate with a
related
party,
or
acquiring or disposing
of other assets with a
related party which
transaction amount is
1. The
of
reason
amendment
of
Subparagraph
1,
Paragraph 1 is the same
one as the first point of
Article 13.
2. Considering the assets
acquired or disposed of
are the equipment for
business purpose
of
daily business, if the
announcement
and
report standard is too
low, resulting
into
frequent
overly
announcement
and
which
will
report
reduce the significance
information
$\sigma f$
disclosure. Thus, the
Item 4 of Subparagraph
After Amendments Before Amendments Reason for Amendment
the Company's
total
the Company's total Subparagraph 4 of
assets
or
assets
or
Paragraph 1 of Article
NT\$300,000,000; NT\$300,000,000; 30 of the Regulations,
provided, this shall not provided, this shall not the
raising
apply to trading
_of
apply to trading
of
announcement standard
government bonds or government bonds or of the assets acquired or
bonds with a call or put bonds with a call or put disposed of are the
option, subscription or option, subscription or equipment for business
redemption of money redemption of domestic purpose and the trader
market funds issued by money market funds. is not a related party to
domestic securities 2. Merger,
split,
NT\$1,000,000,000, and
investment
trust
acquisition
stock
or
moved it
to
enterprises. transfer. Subparagraph
$\overline{4}$
of
2. Merger,
split,
3. Loss on the transaction Paragraph 1.
acquisition
stock
or
of derivative products 3. The original Item 5 and
transfer. has reached the ceiling Item 6 of Subparagraph
3. Loss on the transaction for any individual or all 4 of Paragraph 1 are
of derivative products contracts as stipulated moved to Subparagraph
has reached the ceiling the procedures
in
5 and Subparagraph 6
for any individual or all the
governing
of Paragraph 1 pursuant
contracts as stipulated transactions thereof.
4. Where
an
asset
the amended
to
Paragraph 1 of Article
the
procedures
in
governing
the
transaction except any 30
of
the
transactions thereof. of those referred to in "Regulations", and the
4. Assets acquired or preceding
three
the
original Subparagraph 4
disposed of are
the
subparagraphs,
the
of Paragraph 1
$\overline{\mathbf{1}}$ s
equipment for business disposal of obligatory moved to Subparagraph
purpose, for which the rights by the financial 7 of Paragraph 1.
seller or buyer is not a institution
or
4. A professional
related party, and the investments in China, firm's
investment
transaction amount is the transaction amount acquisition of ordinary
equal to or more than is equal to or more than corporate bonds or of
NT\$1,000,000,000. 20% of the Company's general
bank
$5.$ Real estates acquired or paid-in capital
or
debentures without
disposed of
for
NT\$300,000,000, with equity characteristics
construction purpose the exceptions
as
that are offered and
due to the fact that the follows: issued in the domestic
Company engages
in
$(1)$ Purchase and sale primary market is its
After Amendments Before Amendments Reason for Amendment
construction business, of government regular business and
for which the seller or bonds. mainly for obtaining
buyer is not the related (2) Securities trading interest; and it is not
party, and
the
investment
by
required to make public
transaction amount is professionals
on
announcements
when
equal to or more than foreign or domestic the bonds are sold on
NT\$500,000,000. securities secondary
market
6. Real estates acquired exchanges
or
pursuant to the current
construction
by
on
over-the-counter regulations.
self-owned or
leased
markets. Considering
the
land, sharing under (3) Purchase and sale of efficiency
and
joint construction, bonds with a call or consistency of
sharing profits under put option, information disclosure,
joint construction, or subscription
or
the requirement
of
selling separately under redemption of public announcement
joint construction, for domestic
money
shall not be applicable
which the expected market funds. the
transactions
to
transaction amount of (4) Assets acquired or mentioned above. And
the Company is equal disposed of are the according to Paragraph
than
to or more
equipment
for
1 of Article 2 of
NT\$500,000,000. business purpose, "Regulations"
7. Where an
asset
for which the seller Governing Issuance of
transaction except any or buyer is not a Bank Debentures
by
of those referred to in related party, and Banks",
the
preceding
the
$\overline{\text{six}}$
the
transaction
amount is less than
subordinated
bank
debentures
not
are
subparagraphs,
the
NT\$500,000,000. included
the
in
disposal of obligatory $(5)$ Real
estates
of general
definition
rights by the financial
institution
acquired
or
bank debentures that do
or disposed of
for
involve
not
investments in China,
the transaction amount
construction shareholding
rights
purpose due to the mentioned above. Thus
is equal to or more than
20% of the Company's
fact
that
the
it is proposed to amend
paid-in capital or more Company engages the original Item 2 of
than NT\$300,000,000, construction
in
Subparagraph
$\overline{4}$
of
with the exceptions as business, for which Paragraph 1, and move
follows: the seller or buyer Item
$\overline{2}$
it
to
of
$(1)$ Purchase and sale of is not the related Subparagraph
7
of
After Amendments Before Amendments Reason for Amendment
government bonds. the
and
party,
Paragraph 1 pursuant to
(2) Securities trading by transaction amount the amended Item 2 of
investment than
is
less
Subparagraph 7 of
professionals on NT\$500,000,000. Paragraph 1 of
the
foreign or domestic (6) Real estates "Regulations".
securities exchanges acquired
by
5. The reason for
the
or over-the-counter construction
on
amendment of Item 3 of
markets , or self-owned or Subparagraph 4
of
subscription
by
leased land, sharing Paragraph 1 of
the
investment under
joint
original provision is the
professionals of construction, same as the one of
ordinary corporate sharing profits Paragraph 1 of Article
bonds or of general under
joint
13, and it is moved to
bank debentures construction,
or
Item 3 of Subparagraph
without equity selling separately 7 of Paragraph 1.
characteristics that joint
under
6. The Paragraph 5 is
are offered and for
construction,
amended to prescribe
issued in
the
which the expected that when the Company
domestic primary transaction amount at the time of public
market. of the Company is
than
makes
announcement
an error or omission in
(3) Purchase and sale of
bonds with a call or
less
NT\$500,000,000.
an item required by
option,
put
regulations
to
be
subscription
or
Transaction
amount
publicly announced and
redemption
of
referred in
preceding
be
so is required to correct
money market funds paragraph
shall
computed as follows:
it, all the items shall be
issued by domestic 1. Amount
of
each
publicly
again
securities transaction. announced and reported
investment
trust
2. Accumulated
amount
in their entirety within
enterprises. of transactions
with
two $(2)$ days from the
Transaction
amount
same trading counter date of adverting.
referred in
preceding
party for acquiring or
paragraph
shall
be
disposing of subject
computed as follows: matters of same kind
1. Amount of
each
within one $(1)$ year.
transaction. 3. Accumulated amount in
2. Accumulated amount of regard to acquisitions
transactions with same disposal of
real
or

$\label{eq:2} \frac{1}{2} \int_{\mathbb{R}^3} \frac{d^2}{dx^2} \, dx = \frac{1}{2} \int_{\mathbb{R}^3} \frac{d^2}{dx^2} \, dx$

After Amendments Before Amendments Reason for Amendment
trading counter party estates under the same
acquiring
for
or
development project
disposing of subject within one $(1)$
year
matters of same kind (acquisitions)
and
within one $(1)$ year. disposals
be
to
3. Accumulated amount in accumulated
regard to acquisitions separately.)
or disposal of real 4. Accumulated amount in
estates under the same regard to acquisitions
development
project
within one
or disposal of the same
securities within one
(1)
year
(acquisitions)
and
disposals
be
to
$(1)$ year (acquisitions
and disposals to be
accumulated accumulated
separately.) separately.)
4. Accumulated amount in The term "within one $(1)$
regard to acquisitions year" as referred to in
or disposal of the same preceding paragraph shall
securities within one mean the period of one
$(1)$ year (acquisitions) (1)
year
computed
and disposals to be retroactively from
the
accumulated occurrence date of the
separately.) transaction
concerned;
The term "within one $(1)$ and any portion already
year" as referred to in
preceding paragraph shall
publicly
announced
according to
these
mean the period of one Procedures may not be
(1)
year
$\sim$ computed
re-counted in.
retroactively from the On or before the 10th day
occurrence date of the of each
month
the
transaction
concerned;
Company shall, in the
and any portion already specified form, input the
publicly announced information
of
according to
these
transactions for derivative
Procedures may not be
re-counted in.
products made by it and
subsidiaries
its
of
On or before the 10th day
of
each
month
the
non-domestic
public
company as of the end of
After Amendments Before Amendments Reason for Amendment
Company shall, in the
specified form, input the
information
of
transactions for derivative
previous month to the
information
reporting
website designated by the
FSC.
products made by it and
subsidiaries
its
of
non-domestic
public
company as of the end of
previous month to the
information
reporting
website designated by the
FSC.
For the particulars to be
publicly announced
as
required, if there are any
omissions
errors
or
needing to be corrected
public
upon
announcement, all these
particulars
shall
be
publicly announced and
reported again within two
of
(2)
days
its
acknowledgement.
As for any assets acquired
or disposed of by the
Company, the relevant
minutes
contracts,
of
proceedings, filing books,
appraisal reports, written
opinions of CPA, lawyer
or securities underwriter
shall be kept in the
Company.
Unless
otherwise provided for in
other
these
laws,
For the particulars to be
publicly announced as
required, if there are any
omissions
errors
or
needing to be corrected
public
upon
announcement, all these
particulars
shall
be
publicly announced and
reported again.
As for any assets acquired
or disposed of by the
Company, the relevant
contracts, minutes
of
proceedings, filing books,
appraisal reports, written
opinions of CPA, lawyer
or securities underwriter
shall
be kept in the
Unless
Company.
otherwise provided for in
other
laws,
these
documents shall be kept
for at least five $(5)$ years.
documents shall be kept
for at least five $(5)$ years.
After Amendments Before Amendments Reason for Amendment
Article 29
Upon the
adoption
or
$\sigma$
amendment
these
Procedures, it shall
be
first
approved
$-$ by
the
Audit
Committee
and
then be resolved by the
Board of Directors; then,
Procedures
shall
these
enter into effectiveness
after ratification of the
shareholders' meeting.
Article 29
Upon a resolution passed
by the Board of Directors,
these Procedures shall be
given to each supervisor
shall
and
become
effective after ratification
by
the
shareholders'
meeting. The same shall
apply in case of any
amendments thereof. If
director took
any
an
objection, and a record or
written statement to the
effect has been made,
then the Company shall
submit the data about the
objection of the director
to each supervisor.
When the procedures for
acquisition
the
and
of assets
disposal
are
submitted for discussion
by the Board of Directors
pursuant to the preceding
paragraph, the Board of
Directors shall take into
consideration
full
each
independent
director's
opinions. If
an
independent
director
objects to or expresses
reservations about any
matter, it
shall
be
recorded in the minutes.
1. To be in line with the
replacement
of
the
supervisors with
the
Audit Committee, the
Paragraph 1 of
this
Article is
amended
based on Article 6 of
the "Regulations".
2. As the members of the
Audit Committee are
independent
all
directors, in the event
that a director has any
objection on the Board
Meeting,
the
independent directors
will immediately learn
about the situation, so
there is no
need to
handover the director's
objection to the Audit
Committee, which is
the
reason why the
section
of the
latter
Paragraph 1 of this
Article is deleted.
3. As to simplify
the
provision, Paragraph 2
of this Article is moved
Paragraph
$\overline{4}$
of
to
Article 30.
Article 30
Based on the regulation of
this procedure, all matters
Article 30
When any acquisition or
disposal of assets by the
1. To be in line with the
the
replacement
of
supervisors
the
with
Audit Committee,
After Amendments Before Amendments Reason for Amendment
obtain
shall
the
that
Company shall
be
Paragraph 1 of the
of the Audit
approval
approved by the Board of original provision is
Committee
shall
be
Directors according to deleted, and Paragraph
approved
by
at least
these Procedures or other 1 to 3 are added, based
one-half of the members laws, if any director took on Article 6 and 8 of
of the Audit Committee. an objection, and a record the "Regulations", so
In the event that the or written statement to the explicitly
to
as
preceding does not obtain effect has been made, establish
the
at least one-half of the then the Company shall benchmark of the Audit
approval of the Audit submit the data about the Committee's
approval
Committee, it shall then objection of the director Board's
and
the
ask for the approval of at to each supervisor. resolution
least two-thirds of all When
a
transaction
2. Paragraph 2 of
the
directors,
and
the
involving the acquisition original provision
$\overline{1}$
resolution of the Audit or disposal of assets is moved to Paragraph 4
Committee
shall
be
submitted for discussion with revision.
recorded in the minutes of by the Board of directors
the Board's Meeting. pursuant to the preceding
The members of the Audit paragraph, the Board of
Committee
all
and
Directors shall take into
Directors mentioned
in
full consideration each
the preceding paragraphs director's
independent
refer to the members in opinions.
If
an
office. independent
director
When
a
matter
is
objects to or expresses
reservations about
submitted for discussion any
matter, it shall
be
to the Board of Directors, recorded in the minutes.
the Board of Directors
take
full
shall
into
consideration
each
independent director's
opinions. If
an
independent
director
objects to or expresses
reservations about any
matter, it shall
be

$\mathcal{L}_{\mathcal{A}}$

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Comparison Table for the Procedures for Transaction of Derivative Products Before and After Amendments

After Amendments Before Amendments Reason for Amendment
Article 6
Gross contract amount
the
derivative
for
transactions
product
made by the Company
shall be limited to the
existing position, and
Article 6
Gross contract amount for
derivative
the
product
transactions made by the
Company shall be limited
to the existing position,
and the ceiling of stop
1. According to Article
14-5 of Securities and
Exchange
Act
and
Article
8
of
"Regulations"
Governing
the
Acquisition
and
the ceiling of stop loss
thereof shall be
as
follows:
1. Hedging Operation:
If the amount of loss
evaluated in the end
of month for all
contracts
or
any
individual contract
$5\%$
exceeds
of
loss thereof shall be as
follows:
1. Hedging Operation: If
the amount of loss
evaluated in the end of
month for all contracts
any individual
or
contract exceeds 5% of
paid-in capital of the
for
Company
two
Disposal of Assets by
Public Companies"
(hereinafter referred to
as the "Regulations"),
significant
material
or derivative
asset
product transactions
shall be approved by at
least one-half of the
members of the Audit
paid-in capital of the
Company for two
successive months, it
shall be presented
first to the Audit
Committee and then
the board of
to
$\circ$ of
directors
the
successive months, it
shall be proposed to the
board of directors of
the Company to resolve
whether the Company
shall execute the stop
loss.
Committee.
2. According to Order No.
Financial-Supervisory-
Securities-I-095000571
of the Financial
8
Supervisory Committee
(hereinafter referred to
"FSC"),
"the
as
Company to resolve
whether
the
Company
shall
execute
the
stop
loss.
2. Trading
Operation:
Gross allowable loss
2. Trading Operation:
Gross allowable loss for
all contracts shall be
limited to 3% of paid-in
capital of the Company,
and to 15% of contract
value for any individual
contract.
derivative product
transactions" that shall
be approved by the
Audit Committee stated
$14-5$ of
in Article
Securities
and
Exchange Act refers to
After Amendments Before Amendments Reason for Amendment
for all contracts shall
be limited to 3% of
paid-in capital of the
Company, and to
15% of contract value
for any individual
contract.
transactions
the
prescribed
by
the
Company's procedures
other laws
and
or
regulations that shall be
approved by the Board
of Directors.
3. To be in line with
establishment of the
Company's
Audit
Committee,
subparagraph 1 of this
Article is amended
based
the
on
aforementioned
regulations.
Article 11 Article 11 To be in line with the
establishment
of
the
Internal auditors shall
examine
for
the
adequacy of internal
control
the
over
of
transactions
a regular basis, and
audit
whether
the
trading departments are
acting in compliance
with the Procedures
monthly, for which an
auditing report shall be
produced. If any severe
violations are found, a
written notice shall be
submitted to the Audit
Committee.
Internal
auditors
shall
examine for the adequacy
of internal control over
the
transactions
of
derivative products on a
derivative products on regular basis, and audit
the
whether
trading
departments are acting in
compliance
with
the
Procedures monthly, for
which an auditing report
shall be produced. If any
violations
severe
are
found, a written notice
shall be submitted to the
supervisors.
Audit
Committee
in
replacement
of
the
supervisors, and taking
Article 15
and
$45$ of
"Regulations"
Governing
Establishment of Internal
Control
Systems
by
Public Companies" into
consideration, this article
amended,
which
is
explicitly established the
written notification to the
Audit Committee in the
$\sigma$
significant
event
violations found by the
internal auditors.

$\bar{\gamma}$

After Amendments Before Amendments Reason for Amendment
Article 13
Upon the adoption or
amendment of these
Procedures, it shall be
approved first by the
Audit Committee and
then be resolved by the
of Directors;
Board
then, these Procedures
shall
enter
into
after
effectiveness
ratification
the
$\underline{of}$
shareholders' meeting.
Article 13
Upon a resolution passed
by the Board of Directors,
the Procedures shall be
given to each supervisor
shall
and
become
effective after ratification
the
shareholders'
$\underline{by}$
meeting. The same shall
apply in case of any
amendments thereof.
If
director took
any
an
objection, and a record or
written statement to the
effect has been left, then
the Company shall submit
data
about
the
the
objection of the director
to each supervisor.
1. To be in line with the
establishment
of
the
Audit Committee
in
replacement
of
the
supervisors
in
the
Company,
and
according to Article 6
of the "Regulations",
the first section of this
Article is amended.
2. As the members of the
Audit Committee are
all
independent
directors, in the event
that a director has any
objection,
the
independent directors
will immediately learn
about the situation, so
there
is no need to
handover the director's
objection to the Audit
Committee, which is
reason why the
the
latter section of this
Article is deleted.
Article 14
Based on the regulation
of this procedure, all
matters that shall obtain
the approval of the
Audit Committee shall
be approved by at least
one-half
of
the
members of the Audit
Committee.
In the event that the
1. Newly added.
2. To be in line with the
establishment of the
Audit Committee and
based on Article 6 and
8 of the "Regulations",
Paragraph 1 to
$\overline{3}$
explicitly stated
the
benchmark of the Audit
Committee's and the
Board of Directors'
After Amendments Before Amendments Reason for Amendment
preceding does
not
approval,
and
obtain at least one-half Paragraph 4 explicitly
of the approval of the states the objection or
Audit Committee, it the reservation of the
shall then ask for at Directors
to
be
least two-thirds of the recorded in the Board's
of
all
approval
Meeting minutes.
directors,
and
the
resolution of the Audit
Committee
shall
be
recorded in the minutes
of the Board's Meeting.
The members of the
Audit Committee and
all Directors mentioned
the
preceding
in
paragraphs refer to the
members in office.
When
matter
a
is
submitted
for
discussion to the Board
of Directors, the Board
of Directors shall take
into full consideration
independent
each
director's opinions. If
an independent director
objects to or expresses
reservations about any
shall
matter, it
be
recorded
in
the
minutes.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Comparison Table for the Procedures for Fund Lending, Endorsement and Guarantee Before and After Amendments

After Amendments Before Amendments Reason for Amendment
Article 9
The procedure of handling
lending
fund
of
the
shall be
Company
as
follows:
1. The
borrower
shall
the
submit
loan
application
the
to
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
If
proposed loan.
necessary, the Company
will request
the
Article 9
The procedure of handling
fund
lending
of
the
shall
be
Company
as
follows:
$1.$ The
borrower
shall
the
submit
loan
application
the
to
the
Company
and
finance department of
Company
shall
the
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
If
proposed
loan.
necessary, the Company
will
the
request
1. To be in line with the
establishment
$\sigma f$
the
Audit Committee in the
Company, this Article is
amended:
$(1)$ Based on
Article
14-5 of the Securities
and Exchange Act,
significant
loans,
endorsements
or
assurances shall be
approved by at least
one-half of
the
members of the Audit
Committee.
$(2)$ According to Order
No. Financial-
Supervisory-
Securities-I-
0950005718 of the
Financial
-Supervisory
Committee
(hereinafter referred
to as "FSC"), the
"significant loans,
endorsements
or
applicant to provide
equivalent amount of
applicant to provide
equivalent amount of
assurances"
that
guarantee
note,
guarantor or collateral to
guarantee
note,
guarantor or collateral to
shall be approved by
Audit
the
Committee stated in
register pledge
or
mortgage.
register pledge
or
mortgage.
Article 14-5 of the
Securities
and
After Amendments Before Amendments Reason for Amendment
2. After examination, the 2. After examination, the Exchange Act refers
finance department shall finance department shall the
matters
to
the
submit
lending
the
lending
submit
prescribed
in
the
proposal to the Audit proposal to the Board of Company's
Committee for approval Directors for resolution operating
and then to the Board of other party
and any
procedures or other
Directors for resolution. cannot be authorized to laws and regulations
$\overline{N}$ other party shall be
authorized
to
make
decision.
make
The
should
that
be
the
decision. Board of Directors shall
take
into
full
approved by
Board of Directors.
3. For loan proposal that is consideration each
approved or the lending independent director's 2. T o
simplify
the
amount is reduced by opinions. If
an
provision, the
latter
part of subparagraph 2
resolution at the Board independent
director
is moved to Paragraph
meeting, the
finance
objects to or expresses 4 of Article 27.
department
of
the
reservations about any
Company shall notify matter, it shall
be
the borrower about the recorded in the minutes.
resolution. 3. For loan proposal that is
4. The finance department approved or the lending
shall transfer the fund amount is reduced by
resolution at the Board
after confirming the loan
contract is executed and
meeting,
the
finance
related collateral filing department
the
of
are completed and no Company shall
notify
error. the
borrower
the
5. The related information resolution.
including
contract,
4. The finance department
collateral
supporting
shall transfer the fund
documents and record after confirming the loan
shall be filed in good contract is executed and
order by the
finance
department
after
related collateral filing
are completed and no
transferring fund. error.
5. The related information
including
contract,
collateral
supporting
documents and record
shall be filed in good
order by the finance
after
department
transferring fund.
Article 9-1
Article 9-1
of
replacement
Before lending the fund
Before lending the fund
supervisors
with
between the Company and
between the Company and
Audit Committee,
parent companies, the
parent companies, the
Company and subsidiaries,
Company and subsidiaries,
Securities
$\sigma f$
or between subsidiaries,
or between subsidiaries,
the loan proposal shall be
the loan proposal shall be
No.
presented first to the Audit
presented to the Board
Financial-Supervisory-
Committee for approval
meeting for
resolution
and then to the Board
according to the preceding
article. The Chairman may
meeting for
resolution
this Article is amended.
according to the preceding
be authorized to lend the
No.
article. The Chairman may
aggregate
amount
be authorized to lend the
specified by the Board of
Directors to one enterprise,
aggregate
amount
specified by the Board of
and the amount can be
Directors to one enterprise,
drawn down separately or
and the amount can be
revolving in the
time
drawn down separately or $ $ period of one year.
After Amendments Before Amendments Reason for Amendment
amount
period of one year.
mentioned in Paragraph 1,
The
authorized
except the fund lending is
amount
mentioned in Paragraph 1,
made under Paragraph 4 of
except the fund lending is
article 2, shall not exceed
made under Paragraph 4 of
10% of the net worth in the
Article 2, shall not exceed
latest financial statement
$10\%$ of the net worth in the
the
$\sigma f$
Company
or
latest financial statement
when
subsidiaries
the
the
0f
Company
Company or subsidiaries
or
subsidiaries
when
lend fund to a single
the
Company or subsidiaries
enterprise.
lend fund to a single
revolving in the time The
authorized
To be in line with the
the
the
and
according to Article 14-5
and
Exchange Act and Order
Securities -I-0950005718
of FSC, Paragraph 1 of
After Amendments Before Amendments Reason for Amendment
Article 11 Article 11 To be in line with the
fund lending of
the $ $
shall be
Company
as
follows:
1. When conducting fund
lending, the Company
shall
establish
a
notebook which shall
record
in
details
regarding the borrower,
lending
amount,
resolution date made by
the Board meeting,
funding date and other
The internal control of the The internal control of the
fund lending
of
the
Company shall be
as
follows:
1. When conducting fund
lending, the Company
shall
establish
a
notebook which shall
in
record
details
regarding the borrower,
lending
amount,
resolution date made by
the Board meeting,
funding date and other
$\sigma f$
replacement
the
supervisors with
the
Audit Committee,
and
taking Article 15 and 45
$\sigma f$
the "Regulations"
Governing Establishment
Control
$\sigma f$
Internal
Systems by
Public
Companies"
into
consideration,
Subparagraph 2 and 3 of
Paragraph 1 are amended.
evaluation items, etc.
2. The
internal
audit
personnel of
the
Company shall at least
conduct auditing once a
quarter the procedure of
the fund lending to other
party and its
performance condition
and a written record
shall be made. If major
violation is discovered,
which shall notify the
Audit Committee
in
writing forthwith.
evaluation items, etc.
$2.$ The
internal
audit
personnel of
the
Company shall at least
conduct auditing once a
quarter the procedure of
the fund lending to other
party and its
performance condition
and a written record
shall be made. If major
violation is discovered,
which shall notify every
supervisor in writing
forthwith.
3. When
there
$\overline{1}$ s
circumstance change in
the Company resulting
that the fund lending
party becomes
unqualified under the
provisions of
this
procedure or the balance
3. When
there
$\overline{1}S$
circumstance change in
the Company resulting
that the fund lending
becomes
party has been been appeared to the party of the same of the same of the same of the same of the same of the s
unqualified under the
provisions of
this
procedure or the balance
After Amendments Before Amendments Reason for Amendment
amount of the
loan
exceeds the ceiling, the
improvement plan shall
be made and sent to the
Audit
Committee.
Meanwhile,
the
improvement shall
be
made within the planned
schedule
SO
to
as
enhance
the
internal
control of the Company.
of the
loan
amount
exceeds the ceiling, the
improvement plan shall
be made and sent to
every supervisor.
Meanwhile,
the
improvement shall be
made within the planned
schedule
SO
to
as
enhance
the
internal
control of the Company.
Article 14
The procedure of handling
endorsement and/or
the
guarantee by the Company
shall be as follows:
1. The party requesting for
and/or
endorsement
guarantee shall submit
application
the
to
Company
the
and
finance department of
Company
the
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
$\sigma f$
such
proposed endorsement
Article 14
The procedure of handling
the
endorsement and/or
guarantee by the Company
shall be as follows:
1. The party requesting for
endorsement
and/or
guarantee shall
submit
application
the
to
the
Company
and
finance department
of
Company
shall
the
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
$\sigma f$
such
proposed endorsement
To be in line with the
establishment
of
the
Audit Committee in the
Company, and according
Article
$14-5$
of
to
Securities and Exchange
No.
Order
and
Act
Financial-Supervisory -
Securities - I-0950005718
of FSC, Paragraph 2 of
Article is
this
added,
stated explicitly
which
that matters that should be
approved by the Boards
of Directors shall be first
submitted to the Audit
Committee for approval
before submitting it to the
Board of Directors for
resolution.

$\sim 10^{-1}$

After Amendments Before Amendments Reason for Amendment
necessary, the Company necessary, the Company
will
request
the
request
will
the
applicant to provide to provide
applicant
equivalent amount of equivalent amount of
guarantee
note,
guarantee
note,
guarantor or collateral to guarantor or collateral
register
pledge
or
to register pledge or
mortgage. mortgage.
2. After examination, the 2. After examination, the
finance department will finance department will
submit the examination submit the examination
opinion together with opinion together with
related information to related information to
the Board of Directors the Board of Directors
(or the Chairman) for (or the Chairman) for
resolution (or approval). resolution (or approval).
3. For endorsement and/or 3. For endorsement and/or
that
guarantee
$\overline{1}S$
that
guarantee
$\overline{1}S$
approved by the Board approved by the Board
of Directors (or the of Directors (or the
Chairman), the finance Chairman), the finance
department shall fill in department shall fill in
the stamped application the stamped application
with the
endorsement
with the
endorsement
and/or
guarantee
and/or
guarantee
information
and
the
information
and
the
document approved by document approved by
the Board of Directors the Board of Directors
(or the Chairman) that (or the Chairman) that
will all be submitted to will all be submitted to
the seal custodian for the seal custodian for
If
sealing.
the
sealing.
If
the
and/or
endorsement
endorsement
and/or
guarantee
is
guarantee
is
disapproved, the finance disapproved, the finance
department shall prepare department shall prepare
document explaining the document explaining the
reason of not granting reason of not granting
After Amendments Before Amendments Reason for Amendment
the endorsement and/or
guarantee that will be
sent to the applicant
together with related
information.
and/or guarantee and
guarantee procedure
have been processed
properly, the finance
department shall keep
related information as
reference
and
will
register this in
the
"Endorsement and/or
guarantee
and
cancellation reference
book " in order to
control the amount of
the endorsement and/or
guarantee.
In accordance with the
preceding paragraph,
that
shall
be
matters
approved by the Board of
Directors shall be first
submitted to the Audit
Committee for approval
before submitting it to the
Board of Directors for
resolution.
the endorsement and/or
guarantee that will be
sent to the applicant
together with related
information.
4. After the endorsement 4. After the endorsement
and/or guarantee and
guarantee procedure
have been processed
properly, the finance
department shall keep
related information as
and will
reference
register this in the
"Endorsement and/or
guarantee
and
cancellation reference
book " in order to
control the amount of
the endorsement and/or
guarantee.
Article 16
Any endorsement and/or
guarantee processed by the
Company
shall
be
conducted upon approval
of the Audit Committee
Article 16
Any endorsement and/or
guarantee processed by the
Company
shall
be
conducted upon resolution
by the Board of Directors.
1. To be in line with the
establishment of the
Audit Committee in the
Company,
and
according to Article
14-5 of Securities and
After Amendments Before Amendments Reason for Amendment
and resolution of the Board
of Directors. However, any
guarantee amount to a
single enterprise is within
5% of the net worth of the
in the
latest
Company
financial
statement, the
Chairman may first decide
execution
its
and
for
afterwards it
shall
be
submitted to the Audit
Committee and the Board
of Directors for pursuing
recognition.
If the subsidiary in which
the Company holds 90% of
voting shares intends to
provide any endorsement
and/or guarantee based on
the provision of Paragraph
2 of Article 4, it has to be
presented to the Audit
Committee for approval
and then to the Board of
Directors of the Company
resolution,
unless
for
endorsement
and/or
is provided
guarantee
between the subsidiaries in
which the Company is
directly and indirectly
holding 100% of voting
shares.
However, any guarantee
single
amount
to
a
enterprise is within 5% of
the
worth of the
net
Company
in the latest
financial
statement,
the
Chairman may first decide
its
for
execution
and
afterwards
$-$ it
shall
be
submitted to the Board of
Directors for pursuing
recognition.
The Board of Directors
shall
take
full
into
consideration
each
independent director's
opinions. If an independent
director objects
to
or
expresses reservations
about any matter, it shall
be recorded in the minutes.
If the subsidiary that the
Company holds 90% of
voting shares intends to
provide any endorsement
and/or guarantee based on
the provision of Paragraph
2 of Article 4, it has to be
presented to the Board of
Directors of the Company
for approval in advance ,
unless endorsement and/or
guarantee is provided
between the subsidiaries
that the Company is
directly and indirectly
holding 100% of voting
shares.
Exchange
Act
and
Order
No.
Financial-Supervisory-
Securities
-I-0950005718 of FSC,
the first and the third
paragraphs
of
the
original provision are
amended.
2. T o
simplify
the
provision, Paragraph 2
of this Article is moved
to Paragraph
$\overline{4}$
of
Article 27.
After Amendments Before Amendments Reason for Amendment
Article 17 Article 17 To be in line with the
The internal control on
and/or
endorsement
guarantee by the Company
shall be as follows:
1. When conducting
and/or
endorsement
guarantee items, the
Company shall establish
a notebook that shall
record in detail including
the endorsement and/or
guarantee party, amount,
date of passing by the
Board of Directors or
decision for execution
by the
Chairman,
and/or
endorsement
guarantee date and items
that shall be cautiously
evaluated based on the
of
provision
Subparagraph
1,
Paragraph 1 of Article
14.
$2.$ The
internal
audit
personnel of
the
Company shall at least
conduct auditing on the
procedure
of
endorsement
and/or
and
guarantee
its
ongoing development
once a quarter and a
written record shall be
prepared. If major
violation is discovered,
it shall be immediately
The internal control on
endorsement
and/or
guarantee by the Company
shall be as follows:
1. When conducting
and/or
endorsement
guarantee items, the
Company shall establish
a notebook that shall
in
detail
record
the
including
endorsement
and/or
guarantee party, amount,
date of passing by the
Board of Directors or
decision for execution
by the Chairman,
and/or
endorsement
guarantee date and items
that shall be cautiously
evaluated based on the
of
provision
Subparagraph
1,
Paragraph 1 of Article
14.
$2.$ The
internal
audit
personnel
the
of
Company shall at least
once a quarter conduct
auditing
the
on
procedure
of
endorsement
and/or
and
guarantee
its
ongoing development
and a written record
shall be prepared.
If
violation
major
is
of
the
replacement
supervisors with
the
Audit Committee,
and
taking into reference
Article 15 and 45 of the
"Regulations Governing
Establishment of Internal
Control
Systems
by
Companies",
Public
Subparagraph 2 and 3 of
this Article are amended.

$\sim 10$

After Amendments Before Amendments Reason for Amendment
notified to the Audit
Committee
written
in
notice.
3. When
there
is
circumstance changed in
the Company resulting
that the endorsed and/or
guaranteed
party
unqualified
becomes
under the provisions of
this procedure or the
endorsement/guarantee
exceeds
the
amount
ceiling, an improvement
plan shall be made and
sent
to
the
Audit
Committee. Meanwhile,
the improvement shall
within
made
the
be
planned schedule so as
to enhance the internal
control of the Company.
discovered, which shall
notified
be __
every
supervisor in writing
immediately.
3. When
there
is
circumstance changed in
the Company resulting
that the endorsed and/or
guaranteed
party
unqualified
becomes
under the provisions of
this procedure or the
endorsement/guarantee
exceeds
the
amount
ceiling, an improvement
plan shall be made and
sent to every supervisor .
Meanwhile,
the
improvement shall
be
made within the planned
schedule
SO
as
to
enhance
the
internal
control of the Company.
Article 18
When the
Company is
endorsement
processing
and/or guarantee and due
to business requirement, it
is necessary to exceed the
ceiling stipulated by this
procedure and it conforms
to the terms and conditions
by
stipulated
this
procedure, it shall be first
Article 18
When the
Company is
endorsement
processing
and/or guarantee and due
to business requirement, it
is necessary to exceed the
ceiling stipulated by this
procedure and it conforms
to the terms and conditions
stipulated
by
this
procedure, it shall
be
1. To be in line with the
establishment of the
Audit Committee in the
Company,
and
according to Article
14-5 of Securities and
Exchange
Act
and
Order
No.
Financial-Supervisory-
Securities
$-I-0950005718$ of FSC,
approved by the Audit
Committee
and then
resolved by the Board of
resolved by the Board of
Directors and the majority
directors
shall
provide
Directors and the majority joint guarantee on the loss
Paragraph 1 of this
Article is amended.
simplify
2. To
the
provision, Paragraph 2
After Amendments Before Amendments Reason for Amendment
shall provide
directors
joint guarantee on the risk
of loss
that
may be
occurred from overflow
guarantee to the Company.
In addition, this procedure
shall
be
amended
accordingly and shall be
submitted to shareholders'
meeting for approval
afterwards.
If the
shareholders'
meeting
shall not approve, a plan
shall
be
prepared to
withdraw
overflow
guarantee within a certain
that may be occurred from
overflow guarantee to the
Company. In addition, this
procedure
shall
be
amended accordingly and
shall be submitted
to
shareholders' meeting for
approval afterwards. If the
shareholders'
meeting
shall not approve, a plan
shall be
prepared to
withdraw
overflow
guarantee within a certain
period.
When a
matter
1S
submitted for discussion
of this Article is moved
to Paragraph
$4 \quad of$
Article 27.
period. by the Board of Directors
pursuant to the preceding
paragraph, the Board of
Directors shall take into
full consideration each
independent director's
opinions. If an independent
director objects
to
or
expresses reservations
about any matter, it shall
be recorded in the minutes.
Article 26
Upon
the
amendment
$\circ$ f
these
Procedures, it shall be
approved first by the Audit
Article 26
adoption or Upon a resolution passed
by the Board of Directors,
these Procedures shall be
submitted
each
to
1. To be in line with the
establishment of
the
Audit Committee
in
replacement
of
the
the
supervisors
in
Committee and then be
resolved by the Board of become effective
Directors; then, these
Procedures shall enter into
effectiveness
after
shall
supervisor
and
after
ratification
the
b y
shareholders' meeting.
- If
director
took
any
an
Company,
and
according to Article
14-4 and
$14 - 5$
- of
Securities
and
Exchange
the
Act,
After Amendments Before Amendments Reason for Amendment
ratification
$\sigma f$
shareholders' meeting. If
took an
any director
written statement to the
effect has to be made, then
the Company shall submit
data
the
about
the
objection of the director to
the shareholders' meeting
for discussion.
the objection, and a record or
written statement to the
effect has to be made, then
objection, and a record or $\vert$ the Company shall submit
the
data
about
the
objection of the director to
each supervisor
and
shareholders' meeting for
discussion. The same shall
apply in case of any
amendments thereof.
When these Procedures are
submitted for discussion
by the Board of Directors
pursuant to the preceding
paragraph, the 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.
Paragraph 1 of this
Article is
amended,
which
explicitly
indicates the obtention
of
the
Audit
Committee's approval
for the adoption and
amendment
of
this
regulation;
words
related to "supervisors"
are deleted.
2. T o
simplify
the
provision, Paragraph 2
of this Article is moved
to Paragraph 4 of
Article 27.
Article 27
Based on the regulation of
this procedure, all matters
shall
obtain
the
that
approval of the Audit
Committee
shall
be
approved by at
least
one-half of the members of
the Audit Committee.
In the event that the
preceding does not obtain
at least one-half of the
approval of the Audit
1. Newly added .
2. To be in line with the
establishment of the
Audit Committee, and
according to Article
14-5 of Securities and
Exchange
Act,
Paragraph 1 to 3
explicitly establish the
benchmark of the Audit
Committee's approval
the
Board's
and
resolution.

÷,

After Amendments Before Amendments Reason for Amendment
Committee, it shall then 3. T o
simplify
the
ask for the approval of at provision, the
latter
least two-thirds of
all
part of subparagraph 2
directors,
and
the
of Article 9, paragraph
resolution of the
Audit
of Article
16,
$\overline{2}$
Committee
shall
be
Paragraph 2 of Article
recorded in the minutes of 18 and Paragraph 2 of
the Board's Meeting. Article 26 are moved to
The members of the Audit Paragraph 4 of this
Committee
and
all
Article with revision.
Directors mentioned in the
preceding paragraphs refer
to the members in office.
When
matter
a
is
submitted for discussion to
the Board of Directors, the
Board of Directors shall
take into full consideration
each independent director's
opinions. If an independent
director objects
$\mathbf{to}$
or
reservations
expresses
about any matter, it shall
be recorded in the minutes.