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EITC — AGM Information 2017
Jul 20, 2017
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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:
-
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.
-
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.
-
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:
- 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%.
- 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:
-
- 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.
-
- 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:
-
- 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.
-
- 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:
-
- 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.
-
- 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:
- 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.
- 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. |
$\label{eq:2.1} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\$
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. | ||