Stock Code: 2607

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2017 Annual General Shareholders' Meeting

Meeting Handbook

June 28, 2017

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2017 ANNUAL SHAREHOLDERS' MEETING (THE "HANDBOOK") 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 HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

AGENDA FOR THE MEETING

and announce commencement of the meeting
II. Chairman's Address
III. Report Items
IV. Ratification and Discussion Items
V. Election Item
VI. Other Item
VII. Extraordinary Motions
VIII. Meeting Adjournment

APPENDIX

$\bullet$	Articles of Incorporation	91
	Rules and Procedures of Shareholders' Meeting	101
	Regulations for Electing Directors and Supervisors	107
$\bullet$	Procedures for Acquiring and Disposing of Assets	110
	Procedures for Transaction of Derivative Products	129
$\bullet$	Procedures for Fund Lending, Endorsement and Guarantee	135
	Shareholdings of Directors and Supervisors	148

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2017 Annual General Shareholders' Meeting

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

Meeting Location: Conference Hall (the 6^th 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 make up shares, reaching % of the total issued shares.

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

I. Report the total number of shares represented at this AGM and announce commencement of the meeting.

II. Chairman's Address.

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).
Employees' Compensation, Remuneration of Directors $C. 2016$ 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.

Resolution:

Proposed by the Board of Directors

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

Description:

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

Resolution:

Proposed by the Board of Directors

Company's "Articles Proposal 3: Proposal amend the of to 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.

Resolution:

Proposed by the Board of Directors

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

Description: Highlights of the amendments are as below:

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

Resolution:

Proposed by the Board of Directors

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

Description: Highlights of the amendments are as below:

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

Resolution:

Proposed by the Board of Directors

Proposal 6: Proposal amend the Company's "Procedures for to 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:

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:

Proposal: Proposal to elect the Directors of the Company.

Description:

1. Since the term of office of the current Directors and Supervisors had expired on June 11, 2017, and the Company establishing the Audit Committee to replace the $is$ Supervisors, it is proposed to elect nine Directors (including three Independent Directors) according to the provisions of the Articles of Incorporation of the Company. The new Directors, whose term of office shall be three years from June 28, 2017 to June 27, 2020, shall take office after Annual General Shareholders' Meeting, and the current Directors and Supervisors shall be discharged simultaneously.
1. The election of the Directors is conducted under the "candidate nomination system". The Board of Directors reviewed and approved the roster of the Director Candidates on May 9, 2017. The information of the Director Candidates are as Handbook Pages 86-90.

Election Results:

VI.Other Item:

Proposed by the Board of Directors

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

Description:

1. Directors who, for themselves or others run businesses which are similar to the business of the Company, shall report to and obtain permission from the shareholders' meeting.
1. The competitive activities of the Director Candidates 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 Candidate	Concurrent Positions in Other	The Business which is similar
	Companies	to the Company's
Evergreen Marine Corp. (Taiwan) Ltd.	of United Stevedoring Director Corporation	Cargoes Forwarding Harbor
Representative: Hung, Ping-Kun	Director of Taiwan Terminal Services Corporation Ltd.	Services
Evergreen Marine	Director of Evergreen Marine Corp. (Taiwan) Ltd.	Ship Transportation & Container Distributing Center Business
Corp. (Taiwan) Ltd. Representative:	Director and Manager of Evergreen International S.A.	Ship Transportation
Chang, Kao-Hua	Director of Evergreen Marine (Hong Kong) Ltd.
	of Colon Director and Manager Container Terminal S.A.	Container Distributing Center Business
Evergreen International Corp.	Director of Qingdao Evergreen Storage & Transportation Container Co., Ltd.	Container Distributing Center Business
Representative: Chang, Kuo-Cheng	Director South $\sigma f$ Asia Gateway Terminals (Pvt) Ltd.
	Director and Manager of Evergreen International S.A.
Chang Yung-Fa	of Director Manager and
Charity Foundation	Greencompass Marine S.A.	Ship Transportation
Representative:	Director and Manager of Gaining
Ko, Lee-Ching	Enterprise S.A.
	Marine Director of Evergreen (Singapore) Pte. Ltd.
Evergreen International	Director Container of Evergreen Terminal (Thailand) Ltd.	Container Distributing Center Business
Corp. Representative: Tai, Jiin-Chyuan	Director of Taipei Port Container Terminal Corp.	Container Distributing Center Business & Harbor Cargoes Forwarding Services

Resolution:

VII. Extraordinary Motions

VIII. Meeting Adjournment

$\hat{\mathbf{r}}$

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION BUSINESS REPORT OF THE YEAR 2016

1. Business Fulfilment in 2016

The company's consolidated revenue of 2016 is NT\$7.472 billion, 99.68% of target. The net income after tax is NT\$809 million, a decrease of NT\$34 million (4.06%) over the same period the previous year. Earnings per share is NT\$0.76.

To sum up the year 2016, developed countries, including the US and Japan, did not perform as well as expected in the first quarter. Emerging markets and developing countries did not show outstanding performance either. Although the recovery of the Euro zone is stable, the impact of Brexit on EU countries and the global economy is still unfolding. Therefore, the overall economic situation in 2016 is strongly affected by continual uncertainty and high risk.

Looking back on the year 2016, the company faced double pressure from market decline and upstream industries' demands for price reductions. Through strong leadership, the company took a positive attitude toward its operations, ascertained market changes, adjusted operational goals accordingly, and made efforts to expand its business and explore new opportunities. Moreover, to maintain high operational efficiency and satisfy clients' demands for optimal service, the company continued its equipment rejuvenation efforts.

Thanks to falling international oil prices in 2016 and greater investment in technology, which helped improve performance and efficiency, we achieved our cost reduction target. An overview of the company's business areas follows:

(1) Land Transportation Service

Continuing development of CY/CL haulage service and expansion of intercity and tour coach services, which cater to the domestic tourism market.

(2) Container Depot Service

Strengthening the canvassing of empty/laden container handling business, as well as repair and cleaning business, from shipping companies. Strategic alliances with freight forwarders and customs brokers.

Development of inbound and bonded warehouse devanning services. Comprehensive examination and correction of outdated operational fees and warehouse rental rates and adjustment of the rates for new operational models in order to effectively enhance container depot performance.

(3) International Marine Service

Continual investment in the container leasing and ship leasing businesses in response to market demands and to improve the company's profit.

Business Targets and Performance Overview

The company's forecasted consolidated revenue for 2016 is NT\$7.496 billion; the actual revenue is NT\$7.472 billion. The achievement rate is 99.68%. The forecasted EBT is NT\$1.006 billion. Actual EBT is NT\$1.013 billion. The achievement rate is 100.63%.

1. Financial Revenue and Profit Analysis
(1) Financial Revenue

The company's consolidated revenue for 2016 is NT\$7.472 billion, a year-on-year increase of 1.68%. Operational costs are NT\$6.201 billion, a year-on-year increase of 1.58%. Other net expenses are NT\$3 million, a year-on-year decrease of NT\$81 million. EAT is NT\$809 million, a year-on-year decrease of NT\$34 million.

(2) Profit Analysis

2016's return on assets is 2.77%; return on equity is 3.73%; net profit margin is 10.83%; and earnings per share is NT\$0.76.

1. Research and Development
(1) Environmentally-Friendly Fleet

In the area of freight transport, the company continues the rejuvenation of its fleet by phasing out old tractors and purchasing new vehicles with Euro 5 rated engines to help improve air quality and save fuel. In terms of coach services, our buses are fitted with Euro 5 rated engines for environmental protection. We adjust highway bus service timetables and increase the number of shuttle buses to meet market demands and lower CO2 emissions.

(2) Rejuvenation of Equipment at Shichih and Taoyuan Inland Depots

Replacing five old rubber-tired gantry cranes (RTG) and three empty container handlers with new ones to improve operational safety.

(3) Re-planning of Storage Area at Taoyuan and Shichih Inland Depots

Reconstructing rubber-tired gantry crane (RTG) tracks, renovating floor structures, re-planning container slots, and improving the computer management system to make more efficient use of the limited space of the depots.

Assets	Notes	December 31, 2016 AMOUNT	$\overline{\frac{9}{6}}$	December 31, 2015 AMOUNT	$\%$
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	1	188,619	1
Accounts receivable, net - related parties	$6(4)$ and 7	814,929	2	536,967	$\sqrt{2}$
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	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	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	$\sqrt{2}$	723,236	2
Intangible assets		3,291		4,045
Deferred income tax assets	6(22)	179,842	$\mathbf{1}$	201,163	$\mathbf{1}$
Other non-current assets	8	326,723	1	241,358	1
Total Non-current Assets		28,917,060	86	29, 250, 378	86
TOTAL ASSETS		33,800,742	100	\$ 34,082,101	100

$\hat{\boldsymbol{\beta}}$

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)

$\bar{\gamma}$

		December 31, 2016		December 31, 2015
Liabilities and Equity	Notes	AMOUNT	$\frac{0}{6}$	AMOUNT	$\%$
Current liabilities
Notes payable		\$ 12,650		\$ 25,318
Accounts payable		349,408	1	305,817	$\mathbf{1}$
Accounts payable - related parties	7	28,151		27,660
Other payables	6(8)	195,448	1	256,253	$\mathbf{1}$
Other payables - related parties	$6(8)$ and 7	359,766	$\mathbf{1}$	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

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	$\%$	AMOUNT	$\%$
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)	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
Total non-operating income and			29,483		18,180
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)	$\overline{3}$ )
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 Items that will be reclassified to profit or			11,524)		5,855
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	$\sqrt{2}$ $\overline{\phantom{0}}$	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) (\$	99,320	1)
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		\$	687,238	9	744,446 \$	10
Non-controlling interest			1,570)		479)
		\$	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

				(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	\$4,263,504	\$1,800,628	2,919,711 ↮	419,167 چپ	925,998 s	\$21,000,419	چپ	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		$\blacksquare$	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	4.264.163 ٠Ģ	1,867,463 چە	3,294,491 اچي	789,057 إجحه	485,440 ا⇔	,372,025 \$21,	↮	143,764	\$21,515,789
2016
Balance at January 1, 2016		\$10,671,411	\$4,264,163	\$1,867,463	3,294,491 €Ģ	789,057 ↮	485,440 ↔	\$21,372,025	چپ	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	\$4,264,590	,837 1.951 s,	3,703,763 ↮	597,957 ↮	496,633 ↮	\$21,686,191	↮	141,489	\$21,827,680

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

$\hat{\mathcal{A}}$

			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)	$\overline{(}$	$25,908$ ) (		20,706)
Dividend income	6(17)	€	$106,711)$ (		99,096)
Share of profit of associates and joint ventures	6(5)
accounted for using equity method		$\overline{\phantom{a}}$	$29,483$ ) (		18,180)
Loss on disposal of property, plant and equipment	6(18)		12,068		17,182
Gain on disposal of investments	6(18)	$\overline{\mathcal{L}}$	$600$ ) (		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		€	$5,251)$ (		1,208)
Accounts receivable, net			25,490)		1,629
Accounts receivable, net - related parties		$\overline{(\ }$	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	€	26, 106)
Changes in operating liabilities
Notes payable		$\overline{(\ }$	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)		$\left($	$1,459,883$ ) (		$3,603,776$ )
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	$\boldsymbol{\mathsf{S}}$	2,892,709

$\bar{\lambda}$

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Evergreen International Storage and Transport Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Evergreen International Storage and Transport Corporation and its subsidiaries (the "Group") as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the "Regulations Governing the Preparations of Financial Reports by Securities Issuers" and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

Key audit matters

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

Accuracy of transportation and container yard service revenue

Description

Please refer to Note $4(27)$ for accounting policies on operating revenue, and Note $6(16)$ for details of operating revenue.

The Group is primarily engaged in land container transport, cargo handling, ship and cargo container lease, operation of gasoline station, highway bus and tourist bus carrier. For the year ended December 31, 2016, the total revenue of container transport and container yard service was NT\$2,724,650 thousand, constituting 36.46% of operating revenue in 2016 and were the main source of income. Transportation and container yard service revenue were recognised in the accounting periods in which the services are rendered, the revenue recognition were based on the relevant information (cargo specification, numbers, transportation starting point and destination and cargo handling service types) that were recorded by front service employees and charged for different services by system.

Due to the high numbers of transactions, the services fees of transported or handled containers were different with specification, numbers and the distance between starting point and destination, and the trading amount were small. The information process, recording and maintenance of relevant business statement were done partly manually, and may lead to inaccurate calculation of transport and container yard service revenue. As a result, more audit staff were required to perform the procedures. Also, the amount of revenue was material to the financial statements, thus we consider the accuracy of transportation and container yard service revenue a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. Based on our understanding of the Group's business and industry, we assessed the reasonableness of revenue recognition policies and procedures and confirmed that these were consistently applied in the financial statements:
$B.$ We obtained an understanding of the transportation process, and assessed and tested relevant internal controls, including the information of container specification, numbers and transportation starting point and destination in handover statement which was recorded by drivers, agreed with the information in the computer system and operating statement;
We understood the process of container vard service, and assessed and tested relevant internal $C_{\cdot}$ controls, including the information of container specification, numbers and cargo handling service types in the statement which was prepared by the Group personnel, were consistent with customers' shipping accounts; and
We verified the accuracy of operating statement which was used in revenue recognition by D. management, including randomly checking the charge fees in the operating statement and work content against with charges of services types, daily transportation statement and cargo handling statement generated by the computer system, to recalculate the accuracy and ascertained that these were consistent with the carrying amount of revenue.

Valuation of property, plant and equipment impairment

Description

Please refer to Note $4(14)$ for accounting policies on property, plant and equipment, Note $5(2)$ for the uncertainty of accounting estimates and assumptions applied on property, plant and equipment impairment valuation, and Note 6(6) for details of property, plant and equipment.

As of December 31, 2016, the amount of ships and transportation equipment held by the Group for ship and container lease business was NT\$16,466,242 thousand and recognised as property, plant and equipment, constituting 48.72% of consolidated total assets. Management assessed whether the property, plant and equipment were impaired using the recoverable amount of the cash generating unit. The assumptions used in determining the recoverable amount estimate was subjected to management's judgment and involves a high degree of uncertainty, and included discount rate, expected growth rate of operating revenue, gross profit ratio, operating profit ratio, capital expenditure. As the assessed results of recoverable amount were material to the financial statements, thus we consider the valuation of property, plant and equipment impairment a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. We understood and assessed policies, internal controls and processes that were related with asset impairment valuation;
$B.$ We interviewed management on the impairment valuation report, and assessed the discount rate and the reasonableness of operating revenue, gross profit ratio, operating profit ratio, growth rate and capital expenditure that were used in the estimation of future cash flow, including review of the basic information of such assumptions. Also, we ascertained that the documents had been approved by appropriate management, reviewed the actual execution of management's past operating plan, and compared with industry forecast to assess the intention and ability; and
$C_{\cdot}$ We checked the inputted value of valuation model, the setting of formulation, and recalculated the accuracy of valuation model calculation result.

Fair value measurement of investment in unlisted stock without active market

Description

Please refer to Note 4(7) for accounting policies on available-for-sale financial assets, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on financial assets-fair value measurement of investment in unlisted stock without active market, Note 6(2) for details of available-for-sale financial assets, and Note 12(3) for fair value information of financial instruments.

As of December 31,2016, the Group held unlisted stock without active market which was recognised as available-for-sale financial assets in the amount of NT\$513,897 thousand, and recognised other comprehensive income for fair value change on the measurement date. Management measured the fair value using market method, the valuation process included the choice of measurement method, references to market value information of comparable company in valuation model, consideration of market liquidity and discount of specific risk.

As the estimate of fair value of unlisted stock without active market was subjected to management's judgment, and involved many assumptions, such as the choice of valuation model and parameters setting, any changes in judgments and estimates would effect the final result of accounting estimates and thus contains uncertainty. We consider financial assets- fair value measurement of investment in unlisted stock without active market a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

We understood and assessed relevant policies and valuation process on the fair value measurement $A₁$ and disclosure of unlisted stock without active market;
$B₁$ We assessed whether management adopted an adequate measurement method and valuation model which were commonly adopted in the same industry; and
We assessed the reasonableness of assumptions on comparable company and parameters setting, $C_{\cdot}$ including the relevance and reliability of business nature and financial information between comparable company and the company being valued, and reviewed relevant basic data and corroborating documents.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Evergreen International Storage and Transport Corporation as at and for the years ended December 31, 2016 and 2015.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the "Regulations Governing the Preparations of Financial Reports by Securities Issuers" and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor's responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
$2.$ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting $3.$ estimates and related disclosures made by management.
$\overline{4}$ . Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

Lai, Chung-Hsi Chih, Ping-Chiun For and on behalf of PricewaterhouseCoopers, Taiwan March 28, 2017

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

Assets	Notes	December 31, 2016 AMOUNT	$\%$	December 31, 2015 AMOUNT	$\frac{0}{0}$
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	4
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	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
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	3	723,236	3
Intangible assets		3,291		4,045
Deferred income tax assets	6(21)	179,842	1	201,163	1
Other non-current assets	$\bf 8$	326,723	$\mathbf{1}$	241,358	$\mathbf{1}$
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)

$\sim$

(Continued)

Liabilities and Equity	Notes	December 31, 2016 AMOUNT	$\frac{1}{2}$	December 31, 2015 AMOUNT	$\%$
Current liabilities
Notes payable		\$ 12,650		\$ 25,318
Accounts payable		248,392	$\mathbf{1}$	210,284
Accounts payable - related parties	7	25,353		25,281
Other payables	6(8)	187,176	$\mathbf{1}$	248,866
Other payables - related parties	$6(8)$ and 7	24,793		21,321
Current income tax liabilities	6(21)	78,064	$\mathbf{1}$	77,346
Other current liabilities		42,078		41,218
Total Current Liabilities		618,506	3	649,634	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			5
			$4\overline{ }$	1,274,497	85
Total equity		21,686,191	85	21, 372, 025
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)

The accompanying notes are an integral part of these parent company only financial statements.

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

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)	$\overline{2}$
Operating profit			502,807	11	498,416	11
Non-operating income and expenses
Other income	6(16)		62,764	2	93,027	$\boldsymbol{2}$
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) (	4)	194,724)	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	- (	$17,798$ ) (	1)
Income tax relating to the components of $6(21)$
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	$\left($	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) $\frac{1}{2}$	99,297)	$\mathbf{2}$

Total comprehensive income for the year			687,238	\$ 16	744,446	17

Earnings per share	6(22)
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 parent company only financial statements.

		EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EOUITY		(Expressed in thousands of New Taiwan dollars)
					Retained Earnings		Other equity interest
	Notes	Common stock	surplus Capital	Legal reserve	Unappropriated earnings retained	translation of differences operations Exchange arising on foreign	available-for-sale Unrealized (loss) financial assets valuation of gain on	Total equity
Appropriation of 2014 earnings Balance at January 1, 2015 2015	6(13)	\$10,671,411	\$4,263,504	\$1,800,628	2,919,711 ↔	419,167 ↔	925,998 ⊷	\$21,000,419
Changes in equity of subsidiaries, associates and Cash dividends Legal reserve				66,835	66,835) 373,499)			373,499)
joint ventures accounted for using equity method			659					659
Other comprehensive (loss) income for the year Profit for the year $\overline{27}$	6(14)				28,629 843,743	369,890		843,743
Balance at December 31, 2015 2016		$\frac{10,671,411}{2}$	\$4,264,163	\$1,867,463	3,294,491 ↔	789,057 ↮	440,558 485,440 ↔	99.297 \$21,372,025
Appropriation of 2015 earnings Balance at January 1, 2016	6(13)	\$10,671,411	\$4,264,163	\$1,867,463	3,294,491 ↔	789,057 ↔	485,440 ↔	\$21,372,025
Cash dividends Legal reserve				84,374	84, 374) 373,499)			373, 499)
Changes in equity of subsidiaries, associates and joint ventures accounted for using equity method			427					427
Profit for the year					810,884			810,884
Other comprehensive income (loss) for the year	6(14)				56,261	191,100	11,193	123,646)
Balance at December 31, 2016		\$10,671,411	\$4,264,590	$\frac{1,951,837}{2}$	3,703,763	597,957 ↮	496,633 ↔	\$21,686,191

The accompanying notes are an integral part of these parent company only financial statements.

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)	$\overline{(}$	$3,529$ ) (		7,371)
Dividend income	6(16)	(	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				$\overline{(}$	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		(	$1,689$ ) (		6,261)
Changes in operating liabilities
Notes payable		(	12,668)		25,127
Accounts payable			38,108	- (	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)	$\left($	$-280$ )
Income tax paid			118,620)		135,894)
Net cash flows from operating activities			444,730		604,877

(Continued)

$\bar{z}$

$\sim 10^7$

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

The accompanying notes are an integral part of these parent company only financial statements.
$29$

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Evergreen International Storage and Transport Corporation

Opinion

We have audited the accompanying balance sheets of Evergreen International Storage and Transport Corporation (the "Company") as at December 31, 2016 and 2015, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2016 and 2015, and its financial performance and its cash flows for the years then ended in accordance with the "Regulations Governing the Preparations" of Financial Reports by Securities Issuers".

Basis for opinion

We conducted our audits in accordance with the "Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the "Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Accuracy of transportation and container yard service revenue

Description

Please refer to Note $4(26)$ for accounting policies on operating revenue, and Note $6(15)$ for details of operating revenue.

The Company is primarily engaged in land container transport, cargo handling, operation of gasoline station, highway bus and tourist bus carrier. For the year ended December 31, 2016, the total revenue of container transport and container yard service was NT\$2,724,650 thousand, constituting 61.71% of operating revenue in 2016 and were the main source of income. Transportation and container yard service revenue were recognised in the accounting periods in which the services are rendered, the revenue recognition were based on the relevant information (cargo specification, numbers, transportation starting point and destination and cargo handling service types) that were recorded by front service employees and charged for different services by system.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

Based on our understanding of the Company's business and industry, we assessed the A. reasonableness of revenue recognition policies and procedures and confirmed that these were consistently applied in the financial statements;
B. We obtained an understanding of the transportation process, and assessed and tested relevant internal controls, including the information of container specification, numbers and transportation starting point and destination in handover statement which was recorded by drivers, agreed with the information in the computer system and operating statement;
We understood the process of container vard service, and assessed and tested relevant internal $C_{\cdot}$ controls, including the information of container specification, numbers and cargo handling service types in the statement which was prepared by the Company personnel, were consistent with customers' shipping accounts; and
D. We verified the accuracy of operating statement which was used in revenue recognition by management, including randomly checking the charge fees in the operating statement and work content against with charges of services types, daily transportation statement and cargo handling statement generated by the computer system, to recalculate the accuracy and ascertained that these were consistent with the carrying amount of revenue.

Subsidiaries/investments accounted for using equity method- valuation of property, plant and equipment impairment

Description

Please refer to Note 4(12) for accounting policies on investments accounted for using equity method, and Note 6(5) for details of investments accounted for using equity method.

As of December 31, 2016, the Company held 100% equity of Gaining Enterprise S.A. and recognised as investments accounted for using equity method of NT\$10,919,029 thousand, constituting 42.91% of total assets. For the year ended December 31, 2016, the Company recognised gain on investments amounting to NT\$456,079 thousand, constituting 44.96% of profit before tax.

As of December 31, 2016, the amount of ships and transportation equipment held by subsidiary company, Gaining Enterprise S.A., for ship and container lease business was NT\$15,464,095 thousand and recognised as property, plant and equipment, constituting 80.26% of total assets. Management assessed whether the property, plant and equipment were impaired using the recoverable amount of the cash generating unit. The assumptions used in determining the recoverable amount estimate was subjected to management's judgement and involves a high degree of uncertainty, and included discount rate, expected growth rate of operating revenue, gross profit ratio, operating profit ratio, capital expenditure. As the assessed results of recoverable amount were material to the recognised amount of investments accounted for using equity method, thus we consider the valuation of property, plant and equipment impairment of Gaining Enterprise S.A. a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

A. We understood and assessed policies of Gaining Enterprise S.A., internal controls and processes that were related with assets impairment valuation;
$B₁$ We interviewed management on the impairment valuation report, and assessed the discount rate and the reasonableness of operating revenue, gross profit ratio, operating profit ratio, growth rate and capital expenditure that were used in the estimation of future cash flow, including review of the basic information of such assumptions. Also, we ascertained that the documents had been approved by appropriate management, reviewed the actual execution of management's past operating plan, and compared with industry forecast to assess the intention and ability; and
$C_{\cdot}$ We checked the inputted value of valuation model, the setting of formulation, and recalculated the accuracy of valuation model calculation result.

Fair value measurement of investment in unlisted stock without active market

Description

Please refer to Note $4(6)$ for accounting policies on available-for-sale financial assets, Note $5(2)$ for the uncertainty of accounting estimates and assumptions applied on financial assets-fair value measurement of investment in unlisted stock without active market, Note 6(2) for details of available-for-sale financial assets, and Note 12(3) for fair value information of financial instruments.

As of December 31, 2016, the Company held unlisted stock without active market which was recognised as available-for-sale financial assets in the amount of NT\$385,127 thousand, and recognised other comprehensive income for fair value change on the measurement date. Management measured the fair value using market method, the valuation process included the choice of measurement method, references to market value information of comparable company in valuation model, consideration of market liquidity and discount of specific risk.

As the estimate of fair value of unlisted stock without active market was subjected to management's judgement, and involved many assumptions, such as the choice of valuation model and parameters setting, any changes in judgements and estimates would effect the final result of accounting estimates and thus contains uncertainty. We consider financial assets- fair value measurement of investment in unlisted stock without active market a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

We understood and assessed relevant policies and valuation process on the fair value measurement A. and disclosure of unlisted stock without active market;
$B₁$ We assessed whether management adopted an adequate measurement method and valuation model which were commonly adopted in the same industry; and
$C_{\cdot}$ We assessed the reasonableness of assumptions on comparable company and parameters setting, including the relevance and reliability of business nature and financial information between comparable company and the company being valued, and reviewed relevant basic data and corroborating documents.

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the "Regulations Governing the Preparations of Financial Reports by Securities Issuers", and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including supervisors, are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

$1₁$ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
$2.$ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting $3₁$ estimates and related disclosures made by management.
$\overline{4}$ . Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
1. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

Lai, Chung-Hsi

Chih, Ping-Chiun

For and on behalf of PricewaterhouseCoopers, Taiwan March 28, 2017

The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

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

Audit Report by Supervisors

The Board reports the business report, financial statements, and earnings distribution proposal of 2016, and the financial statements have been audited by PricewaterhouseCoopers, Taiwan. The business report, financial statements and earnings distribution proposal have been audited by us as Supervisors of the Company. We deem no inappropriateness on these documents. Pursuant to Article 219 of the Company Act, we hereby present the audited report. Please review.

Submitted to:

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION 2017 Annual General Shareholders' Meeting

Supervisors: Wu, Kuang-Hui

Yeh, Jia-Chyuan

Date: March 29, 2017

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, SUPERVISORS AND 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 1S amended.
Article 15 seven to nine $(7-9)$ 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 Company. The regulations. The total number of shares preceding Directors shall be subject to the provision established by the Securities Management Institution.	Article 15 The Company shall have The Company shall have five to nine $(5-9)$ Directors and three (3) Supervisors. The election of the Directors and Supervisors shall adopt candidate nomination the system provided in the Article 192-1 of the Company Act. The shareholders shall elect candidates announced by the the Directors and Supervisors following from the list of candidates matters shall be processed announced by the Company. according to the relevant The following matters shall be processed according to the relevant regulations. that should be held by all The total number of shares that should be held by all preceding Directors and Supervisors shall be subject to the provision established by Securities Management the	1. To modify the number of directors for the actual demands. 2. T _O cope that the Company establishes the Audit Committee to replace the Supervisors, the concerning term "supervisor" shall be removed from the Article.
Article 15-1	Institution. Article 15-1	To the that cope
The number of the Directors set forth in the preceding article shall include three $(3)$	The number of the Directors set forth in the preceding article shall include $two(2)$ to	Company establishes the Audit Committee, thus, the number 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 Committee Audit to replace the Supervisors, the concerning term "supervisor" shall be removed from the Article and some words shall be modified.

After Amendments	Before Amendments	Reason for Amendment
Article 17	Article 17	To that the cope
dismissal $\circ$ of $\vert$ When the $Directory(s)$ results in the for Director at the next Shareholders' following Board of Directors shall Shareholders' convene $\mathbf{a}$ Meeting for supplementary	of When the dismissal $Directory(s)$ results in the number of directors less than number of directors less than five(5), the Company shall $ $ five(5), the Company shall hold supplementary election hold supplementary election for Director at the next following Shareholders' Meeting. When the number Meeting. When the number of of vacancies of Directors vacancies of Directors reaches reaches one-third of the total one-third of the total number number of Directors, the of Directors, or when the Supervisors are all dismissed, the Board of Directors shall Shareholders' convene a	Company establishes the Audit Committee to replace the Supervisors, the concerning term "supervisor" shall be removed from the Article.
	election within 60 days from Meeting for supplementary
the date on	which the election within 60 days from situation arose. Its term of $\vert$ the date on which the situation
	office shall only be limited to arose. Its term of office shall
full replenishment of the	only be limited to full
original term of office.	replenishment of the original
dismissal When the	of $ $ term of office.
Directory(s) When Independent	the dismissal of
result in	the number of Independent Director(s) result
	Independent Directors less in the number of Independent
	than the number providing in $\vert$ Directors less than the number
	the paragraph 1 of the Article providing in the paragraph 1
15-1, the Company shall hold	of the Article 15-1, the
supplementary election for	Company shall hold
Independent Director(s) at the $ $	supplementary election for
next following Shareholders'	Independent Director(s) at the
Meeting. When all	next following Shareholders' Meeting. When all
Independent Directors have	been dismissed, the Board of Independent Directors have
	Directors shall convene a been dismissed, the Board of
Shareholders' Meeting for Directors	shall convene a
electing	Independent Shareholders' Meeting for

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	that the To 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. The notice set forth in the preceding paragraph may be	Notices of the Board Meeting shall be dispatched to each of the Directors and supervisors (7) days seven prior to convening such meeting. Nevertheless, in of case emergency, the said meeting may be convened anytime. The notice set forth in the preceding paragraph may be	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 $\vert$ authorize another may Director to attend on his specifying the business to be conducted thereat and the scope of the authority to be granted.	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 another may 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 conducted thereat and the scope of the authority to be granted.
Article 22 The Company shall establish Audit Committee the in accordance with Article 14-4 Securities of the and Exchange Act. The exercise of power and others of the Audit Committee and its shall members be 1n	Article 22 The Supervisors shall execute his duty in accordance with the Company Act and related regulations.	To with the cope establishment the of the Audit Committee, exercise of power and of Audit others the 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
with accordance the		and regulations.
Securities and Exchange Act
and the relevant laws and
regulations.
Article 23	Article 23	the To that cope
The Compensation of the The Compensation of	the	Company establishes the Audit Committee to
Directors (the	Directors and Supervisors (the	replace the Supervisors,
be "Compensation") to	"Compensation") to be	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	the value of individual's
contribution the to	contribution to the Company's
Company's operation as well	operation as well the as
as the ordinary standard of	ordinary standard _of the
competitors' the	competitors' Compensation.
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 Company governance,
Company governance, the	liability may take out
take out may	liability 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
or Supervisor during their $\vert$	during their terms of offices.
terms of offices.
Article 25	Article 25	that the To 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 Directors $\sigma f$ 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 according legal 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 $\sigma$ advance the Annual Meeting of General the Shareholders for the auditing and preparation of reports which thereof, 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 year current distributable directors' as shall be remuneration distributed when the Company have profit. However, the Company's accumulated losses shall have $before \mid$ covered been distributing employees' 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 Supervisors shall be distributed when the Company have profit. However, the Company's accumulated losses shall have been covered before distributing employees' compensation and remuneration of Directors and Supervisors by the aforementioned principles. Employees' compensation Employees' compensation may be distributed in the $\vert$ may be distributed in the form	Considering the reasons with the basis of the of remuneration the directors and supervisors changed as the annual profit, and the funding of competitors the 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, so the Paragraph 1 is amended to adjust the ratio of the remuneration of directors and supervisors to the annual profit.

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 directors Board of the attended by two-third of the total number of directors and then to be reported to the shareholders meeting.	shares $\sigma f$ in cash; or Remuneration Directors of 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 employees' of profit 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 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.
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
FOR REGULATIONS 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 $\ln $ with the accordance 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 of the Directors shall adopt the candidate nomination system provided in the 192-1 of Article the The Law. Company shareholders shall elect the Directors from the list of candidates announced by the Company. The following matters shall be processed according to the relevant regulations.	Article 2 The election of the Directors and Supervisors shall adopt the candidate nomination system provided in the Article 192-1 of the Company The shareholders Law. shall elect the Directors and Supervisors from 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 Directors of the Company Directors and Supervisors	Article 2-1 The election the of	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
by a shareholder held	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	may Supervisors to be elected.
the all concentrate	shareholder A may
number of right-to-vote candidate or for one	all the concentrate
distribute the number of $\vert$ for one	number of right-to-vote candidate or
	right-to-vote to several distribute the number of
candidates.	Shareholder right-to-vote to several
number $\alpha$ account	candidates. Shareholder
Certificate Attendance	number account 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.
directors independent	The independent and non-
shall be elected at the	independent directors
the time, but same	shall be elected at the
number of votes shall be	time, but the same
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	$Directions_{1}$ Independent	line with the replacement of the supervisors with
Directors Independent	Directors and Supervisors	the Audit Committee.
elected shall be $\int$ in	be elected shall in
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 will be deemed elected in turn. When the number of votes obtained by two or 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 lots, and the Chairman of $\vert$ Shareholders' the Meeting shall draw the for any candidate lots who is involved in the case but fails to attend the meeting.	obtain more votes than others from the election will be deemed elected in turn. When the number of votes obtained by two or more than two candidates is the but that same the exceed required number of Directors and/or Supervisors to be elected, the case shall be determined by drawing lots, and the Chairman of Shareholders' the Meeting shall draw the lots for any candidate who is involved in the case but fails to attend the meeting.
Article 8 After the votes are be opened on the spot, $\vert$ and the results of the votes shall be announced by the Chairman of the shareholders' meeting. For the preceding election, the Company shall keep the voting papers for at least one for any year, but 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, and the results of the votes shall be announced by the Chairman of the 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 Public January 2015 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 established duly 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 $\overline{1}S$ a. non-normative content, thus it shall be deleted and otherwise recorded.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

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

After Amendments	Before Amendments	Reason for Amendment
Article 7 disposing of any real estates or equipment, unless in the case of dealing with $a \mid$ government agency, make construction on self-owned or leased land, the equipment for business use, if the transaction amount thereof is equal to or more than $20\%$ of the Company's paid-in capital or NT\$300,000,000, it must	Article 7 Upon acquiring or Upon acquiring or disposing of any real estates or equipment, unless in the case of dealing with a government agency, commissioning others to commissioning others to make construction on self-owned or leased land, acquiring or disposing of acquiring or disposing of the equipment for business use, if the transaction amount thereof is equal to or more than 20% of the Company's paid-in capital or NT\$300,000,000, it must obtain an appraisal report obtain an appraisal report	1. According to Article 14-5 of Securities and Exchange Act and Article 8 of "Regulations" Governing the Acquisition and Disposal of Assets by Public Companies" (hereinafter referred to as the "Regulations"), significant material asset or derivative product transactions shall be approved by at least one-half of the members of the Audit Committee. 2. According to Order No.
issued by a professional	issued by a professional appraiser before the date appraiser before the date of occurrence, and the of occurrence, and the	Financial-Supervisory- Securities $-I-0950005718$ of the
following requirements shall be additionally met: 1. If a limited price, specified price or special price is taken as the reference of trading price due to any special reasons, the transaction concerned shall be first	following requirements shall be additionally met: 1. If a limited price, specified price or special price is taken as the reference of trading price due to any special reasons, the transaction concerned shall be first	Financial Supervisory Committee (hereinafter referred to as "FSC"), "significant" material asset transaction" that shall be approved by the Audit Committee stated in Article 14-5 Securities and of
submitted to the Audit	submitted to the Board	Exchange Act refers to

After Amendments	Before Amendments	Reason for Amendment
Committee for approval	of Directors for	the transactions
and then to the Board	resolution. When the	prescribed by the
of Directors for	terms and conditions of	Company's procedures
resolution. When the	this transaction are	or other laws and
terms and conditions of	changed in the future,	regulations that shall
this transaction are	the aforesaid	be approved by the
changed in the future,	procedures shall apply.	Board of Directors.
the aforesaid	2. If the transaction	3. To be in line with
procedures shall apply.	amount is	establishment of the
2. If the transaction	NT\$1,000,000,000 or	Company's Audit
$\frac{1}{1}$ amount	more, at least two	Committee, Paragraph
NT\$1,000,000,000 or	professional appraisers	1 of Article 1 of these
more, at least two	shall be retained to	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.
3. When the appraisal	professional appraiser	4. Based on the
made by the	results in any of the following	amendment of Article
professional appraiser results in any of the	circumstances, except	9 of the "Regulations"
following	that the appraisal	announced by Order
circumstances, except	amount of acquiring	No. Financial-
that the appraisal	assets are more than the	Supervisory-
amount of acquiring	transaction amount or	Securities-Corporate-
assets are more than the	the appraisal amount of	1060001296 promulgated
transaction amount or	disposing assets are	by FSC 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 of cause on
opinion on the cause of	difference and whether
difference and whether	the transaction price is
the transaction price is justified in accordance	justified in accordance with the Statement of
with the Statement of	Auditing Standards No.
Auditing Standards No.	20 as published by the
20 as published by the	Accounting Research

$\hat{\mathcal{L}}$

$\hat{\mathcal{A}}$

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 $\circ$ of amount 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 $s$ ix $(6)$ months, then the original professional appraiser may issue a written opinion.	and Development Foundation(ARDF): appraisal $(1)$ The 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 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 Before the occurrence date of $acquiring$ or disposing of any member $\vert$ cards or intangible assets with an amount being with an amount being	Article 9 Before the occurrence date of acquiring or disposing of any member cards or intangible assets equal or more than $20\%$ equal or more than $20\%$	Based on the amendment of the of Article 11 the "Regulations", Chinese wording "government agency" of paragraph 1 is amended while English the

$\mathcal{L}^{\text{max}}_{\text{max}}$

After Amendments	Before Amendments	Reason for Amendment
capital or _l in transacting with $a \mid$ government agency, a issue the opinion on the issue the opinion on the trading price $\left \text{in} \right $ with the accordance Statement of Auditing Standards No. 20 as published by the ARDF. $ $ 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 in transacting with _a government agency, a CPA shall be retained to $ CPA$ shall be retained to trading price in accordance with the Statement of Auditing Standards No. 20 as	remains unchanged.
Article 13 or disposing of real estate with a related party, or acquiring or disposing of other assets, except in trading of governments bonds or bonds with a call option, put or or subscription or ₁ redemption of money redemption of domestic market funds issued by domestic securities which transaction amount investment trust which enterprises, transaction amount is equal to or more than 20% of the Company's paid-in capital, $10\%$ of with a related party may	Article 13 The Company acquiring The Company acquiring or disposing of real estate with a related party, or acquiring or disposing of other assets, except in trading of governments bonds or bonds with a call put option, or or subscription or money market funds. is equal to or more than 20% of the Company's paid-in capital, 10% of the Company's total assets or NT\$300,000,000	1. To amend the wording "domestic money market funds" of paragraph 1 into "money market funds issued by domestic securities investment trust enterprises" to the pursuant amended paragraph 1 of article 14 of the "Regulations". In which definition _of the "domestic money market funds" should be consistent with the definition in "Securities Investment Trust and Consulting Act".
Company's total the assets or NT\$300,000,000 with a related party may sign the contract and make payment only if the following data and	sign the contract and make payment only if the following data and information have been submitted for resolution passed by the Board of	2. To be in line with the replacement of supervisors with Audit Committee, this Article is amended: (1) Based on Paragraph

After Amendments	Before Amendments	Reason for Amendment
been information have	Directors and ratified by	5 of Article 14 of
submitted the first 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	approved by 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	to the Board of
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 (2) Paragraph _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	Act", Exchange
the related party, and	Company and the	Article 8 of the
the relationship of such counter party with the	related party. 5. Monthly forecast of	Regulations and Order No.
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
of 12 months	contract signing, and	promulgated by
commencing from the	evaluation in regard to	FSC.
month of expected	the necessity of the	3. To 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.	paragraph shall be
The transaction amount	computed in accordance
referred in the preceding	with the provisions of
shall be paragraph	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
then passed by the Board _of Directors in	"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	Acquiring or disposing of
retroactive from the	business equipment
occurrence date of trading	Company between the
concerned.	and its parent company or
Acquiring or disposing of	subsidiaries, be may
business equipment	approved by Chairman of
the Company between	the Board of Directors,

After Amendments	Before Amendments	Reason for Amendment
and its parent company or $\vert$ where empowered by the 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.	Board of Directors $-$ to acquire or dispose - of assets within a specific limit, for subsequent submission to and ratification by the next Board Meeting. When $a$ matter $\overline{1}$ submitted for discussion by the Board of Directors the pursuant to 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 matter, it shall be recorded in the minutes.
Article 16 For any real estate 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 For any 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 0f Supervisors with Audit Committee and Paragraph 2 of Article 33-1 of the Regulations, Subparagraph of $\overline{2}$ 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 stock _or as	cash stock or as
dividends. If the	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 of the Securities	of Article 41 the Securities
and	and
Exchange Act. 2. The Independent	Exchange Act. 2. Supervisor of the
Directors of the Audit	Company shall perform
shall Committee	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 1n
which Paragraph 4 of	Subparagraph 1 and 2
Article $14 - 4$ of	hereof shall be reported
Securities and	shareholders' the to
Exchange Act is	meeting, and details of
mutatis mutandis.	the transaction
3. The actions taken as	shall concerned be
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

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

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 Upon carrying out any Upon carrying out any merger, split, acquisition, merger, split, acquisition, _or	Article 17 stock transfer, the or stock transfer, the Company shall, before the Company shall, before	1. To be in line with the establishment of the Audit Committee and compliance with in Article 6 of Business

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

After Amendments	Before Amendments	Reason for Amendment

deliberation of the	convening the 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 $\Omega$ and	underwriter to express	this Article is amended.
	Directors, retain a CPA, their opinions about the	2. Also, considering that
securities lawyer,	ratio of share-for-share	the merger of
$or$ other underwriter,	exchange, tender offer	subsidiaries or between
independent experts to	price, or the cash or other	subsidiaries in which
opinions their express	properties to be allocated	the Company has one
ratio $\circ$ of the about	to the shareholders. Then,	hundred percent of
share-for-share exchange,	the report to the effect shall be made to the	investment is considered to be an
tender offer price, or the cash or other properties to	Board of Directors for	organizational
allocated the be to	resolution.	reorganization of the
shareholders. The		same Group, there shall
shall be opinions		be no action involving
submitted to the Audit		conversion the 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		of Article 22 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		opinions of the experts
between merger		for the ratio of
subsidiaries in which the		share-for-share
Company directly or		in these exchange
indirectly possesses one		mergers.
hundred percent of the
issued shares or capital, aforementioned the
rational opinions provided
by the experts may be
exempted.

After Amendments	Before Amendments	Reason for Amendment
split, merger, $\alpha$ acquisition is rejected in the shareholders' meeting, then those participating companies shall promptly make $a \mid$ public announcement stating the reasons thereof, the follow-up measures to be taken, and the date expected to convene their respective shareholders' meetings.	resolution relating to such acquisition is rejected in the shareholders' 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 convene their respective shareholders' meetings.
Article 25 disposed of by the of the information shall publicly announced and publicly announced 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	Article 25 If the asset acquired or $\vert$ If the asset acquired or disposed of by the Company falls within one Company falls within one following following $\sigma$ the circumstances, relevant circumstances, relevant be $\vert$ information shall be 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 and announcement report standard is too low, resulting into frequent overly and announcement which will report reduce the significance information $\sigma$ of disclosure. Thus, the
transaction amount is equal to or more than 20% of the Company's paid-in capital, 10% of	equal to or more than 20% of the Company's paid-in capital, 10% of	Item 4 of Subparagraph 4 of Paragraph 1 is amended based on

Company's the Company's total Subparagraph the total	$\overline{4}$ of
Paragraph 1 of Article assets assets or or
NT\$300,000,000; NT\$300,000,000; 30 of the Regulations,
provided, this shall not provided, this shall not raising	the
apply to trading apply to trading announcement standard of of
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 domestic purpose and the trader redemption of money
market funds issued by is not a related party to money market funds.
NT\$1,000,000,000, and domestic securities 2. Merger, split,
moved it acquisition stock investment trust or	to
transfer. Subparagraph 4 enterprises.	of
Paragraph 1. 3. Loss on the transaction 2. Merger, split,
3. The original Item 5 and of derivative products acquisition stock or
Item 6 of Subparagraph has reached the ceiling transfer.
for any individual or all 4 of Paragraph 1 are 3. Loss on the transaction
moved to Subparagraph contracts as stipulated of derivative products
5 and Subparagraph 6 the procedures in has reached the ceiling
of Paragraph 1 pursuant the governing for any individual or all
transactions thereof. the amended to contracts as stipulated
Paragraph 1 of Article 4. Where asset an procedures the in
30 of transaction except any the governing	the
"Regulations", and the of those referred to in transactions thereof.
original Subparagraph 4 the preceding three $\underline{4}$ . Assets acquired or
of Paragraph 1 is subparagraphs, the disposed of are the
moved to Subparagraph disposal of obligatory equipment for business
rights by the financial 7 of Paragraph 1. purpose, for which the
4. A professional institution or seller or buyer is not a
investment investments in China, related party, and the	firm's
acquisition of ordinary the transaction amount transaction amount is corporate bonds or of is equal to or more than
equal to or more than 20% of the Company's general	bank
NT\$1,000,000,000. paid-in capital debentures or	without
5. Real estates acquired or NT\$300,000,000, with equity characteristics
disposed of for that are offered and the exceptions as
construction purpose issued in the domestic follows:
due to the fact that the primary market is its $(1)$ Purchase and sale Company engages in

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
the party, and	by investment	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
by construction on	over-the-counter	regulations.
self-owned or leased	markets.	Considering the
land, sharing under	(3) Purchase and sale of	efficiency and
construction, joint	bonds with a call or	consistency of
sharing profits under	put option,	information disclosure,
joint construction, or	subscription or	requirement of the
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	of Article 2 of $\mathbf{1}$
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
the preceding $\overline{S}$ ^\overline{X}	transaction the	subordinated bank
subparagraphs, the	amount is less than	debentures not are
disposal of obligatory	NT\$500,000,000.	included the in
rights by the financial	$(5)$ Real estates	definition of general
institution or	acquired or	bank debentures that do
investments in China,	disposed $\circ$ of for construction	involve not shareholding rights
the transaction amount	purpose due to the	mentioned above. Thus
is equal to or more than	that fact the	it is proposed to amend
20% of the Company's	Company engages	the original Item 2 of
paid-in capital or more	construction in	Subparagraph 4 of
than NT\$300,000,000, with the exceptions as	business, for which	Paragraph 1, and move
follows:	the seller or buyer	Item $\overline{2}$ of it to
$(1)$ Purchase and sale of	is not the related	Subparagraph $\mathcal T$ 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 _l	5. The reason for the
or over-the-counter	construction on	amendment of Item 3 of
markets, markets or	self-owned or	Subparagraph 4 of
subscription by	leased land, sharing	Paragraph 1 of the
investment	joint under	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 under	7 of Paragraph 1.
characteristics that are offered and	joint for construction,	6. The Paragraph 5 is 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	makes announcement
(3) Purchase and sale of	than less	an error or omission in
bonds with a call or	NT\$500,000,000.	an item required by
option, put	Transaction amount	regulations to be
subscription or	referred in preceding	publicly announced and
redemption of	paragraph shall be	so is required to correct
money market funds	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.
preceding referred in	party for acquiring or
shall paragraph be	disposing of subject
computed as follows: 1. Amount $\sigma$ each	matters of same kind within one $(1)$ year.
transaction.	3. Accumulated amount in
2. Accumulated amount of	regard to acquisitions
transactions with same	disposal of real or

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.)
disposal of real or or	4. Accumulated amount in
estates under the same	regard to acquisitions
development project	or disposal of the same
within one $(1)$ year	securities within one
(acquisitions) and	(1) year (acquisitions
disposals be to	and disposals to be
accumulated	accumulated
separately.) 4. Accumulated amount in	separately.)
regard to acquisitions	The term "within one $(1)$
or disposal of the same	year" as referred to in
securities within one	preceding paragraph shall mean the period of one
(1) year (acquisitions	(1) computed year
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	publicly announced
preceding paragraph shall	according these to
mean the period of one	Procedures may not be
year computed (1)	re-counted in.
retroactively from the	On or before the 10th day
occurrence date of the	each of month the
transaction concerned; and any portion already	Company shall, in the
publicly announced	specified form, input the information of
according these to	transactions for derivative
Procedures may not be	products made by it and
re-counted in.	subsidiaries its of
On or before the 10th day	non-domestic public
_of each the month	company as of the end of

After Amendments	Before Amendments	Reason for Amendment
specified form, input the information _of transactions for derivative products made by it and subsidiaries of its 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 shall be particulars publicly announced and reported again within two days of (2) 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 laws, these documents shall be kept for at least five $(5)$ years.	Company shall, in the 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 or errors 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 laws, other these documents shall be kept for at least five $(5)$ years.

After Amendments	Before Amendments	Reason for Amendment
Article 29 the adoption Upon or amendment $\sigma$ these it shall be Procedures, first by the approved Audit Committee and then be resolved by the Board of Directors; then, Procedures shall these into effectiveness enter 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 the shareholders' by meeting. The same shall apply in case $\Omega$ 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 disposal of assets 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 expresses reservations about any matter, it shall be recorded in the minutes.	1. To be in line with the replacement the of 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 why the reason the latter section of the Paragraph 1 of this Article is deleted. 3. As to simplify the provision, Paragraph 2 of this Article is moved to Paragraph 4 of Article 30.
Article 30	Article 30 Based on the regulation of When any acquisition or	1. To be in line with the the replacement $\sigma$ supervisors with the
this procedure, all matters	disposal of assets by the	Audit Committee,

$\frac{1}{\sqrt{2}}$

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 derivative the for transactions product made by the Company shall be limited to the existing position, and the ceiling of stop loss	Article 6 Gross contract amount for the derivative product transactions made by the Company shall be limited to the existing position, and the ceiling of stop loss thereof shall be as	1. According to Article 14-5 of Securities and Exchange Act and Article 8 of "Regulations" Governing the Acquisition and Disposal of Assets by
thereof shall be as follows: 1. Hedging Operation: If the amount of loss evaluated in the end of month for all contracts any or individual contract exceeds $5\%$ of 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 of directors the Company to resolve whether the shall Company execute the stop loss.	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 Company for two successive months, it shall be proposed to the board of directors of the Company to resolve whether the Company shall execute the stop 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	Public Companies" (hereinafter referred to as the "Regulations"), significant material asset or derivative product transactions shall be approved by at least one-half of the members of the Audit Committee. 2. According to Order No. Financial-Supervisory- Securities-I-095000571 of the Financial 8 Supervisory Committee (hereinafter referred to "FSC"), "the as derivative product transactions" that shall be approved by the Audit Committee stated in Article 14-5 of
2. Trading Operation: Gross allowable loss	value for any individual contract.	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
Internal auditors shall examine for the adequacy of internal control the over transactions of a regular basis, and whether audit 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 of the transactions derivative products on a derivative products on 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 violations severe are found, a written notice shall be submitted to the supervisors.	establishment of the Committee Audit 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 of significant event violations found by the internal auditors.

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 and shall become effective after ratification shareholders' the $\underline{by}$ 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 about the data 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 the objection, 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 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 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 1S
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

Article 9 Article 9 establishment $\circ$ of The procedure of handling The procedure of handling of fund lending fund lending the _of the be Company shall be Company shall as as amended: follows: follows: $(1)$ Based on 1. The borrower 1. The borrower shall shall the the submit loan submit loan the the application application to to significant the Company Company and the and endorsements finance department of finance department of shall Company shall the Company the consider its necessity consider its necessity one-half of and reasonability. and reasonability. In In addition, the department addition, the department Committee. shall conduct credit and shall conduct credit and risk review and further risk review and further evaluate the operation evaluate the operation Supervisory- risk, financial condition risk, financial condition Securities-I- of the Company and the of the Company and the effect on the rights and effect on the rights and Financial interests of stockholder, interests of stockholder, -Supervisory then draft the terms and then draft the terms and Committee condition of such condition of such If proposed loan. If proposed loan. necessary, the Company necessary, the Company will request the will request the endorsements applicant to provide applicant to provide equivalent amount of equivalent amount of shall be approved by guarantee note, guarantee note, the the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state o guarantor or collateral to guarantor or collateral to register pledge register pledge or or	After Amendments	Before Amendments	Reason for Amendment
			1. To be in line with the the Audit Committee in the Company, this Article is Article 14-5 of the Securities and Exchange Act, loans, or assurances shall be approved by at least the members of the Audit $(2)$ According to Order No. Financial- 0950005718 of the (hereinafter referred to as "FSC"), the "significant loans, or assurances" that
Securities	mortgage.	mortgage.	Audit Committee stated in Article 14-5 of the 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
submit the lending	submit the lending	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
No other party shall be	decision. make The	should that be
authorized to make	Board of Directors shall	approved by the
decision.	take full into	Board of Directors.
3. For loan proposal that is	consideration each	2. T ₀ simplify the
approved or the lending	independent director's	provision, the latter
amount is reduced by	opinions. If an	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	shall matter, it 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
after confirming the loan	resolution at the Board
contract is executed and	meeting, finance the
related collateral filing are completed and no	department the of Company shall notify
error.	the the borrower
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	related collateral filing
after department	are completed and no
transferring fund.	error.
	5. The related information
	including contract,
	collateral supporting
	documents and record

After Amendments	Before Amendments	Reason for Amendment
	shall be filed in good order by the finance after department transferring fund.
Article 9-1 Before lending the fund between the Company and parent companies, the Company and subsidiaries, or between subsidiaries, the loan proposal shall be presented first to the Audit Committee for approval and then to the Board meeting for resolution according to the preceding article. The Chairman may be authorized to lend the aggregate amount specified by the Board of Directors to one enterprise, and the amount can be drawn down separately or $ $ period of one year. revolving in the time period of one year. authorized amount The mentioned in Paragraph 1, except the fund lending is made under Paragraph 4 of Article 2, shall not exceed $10\%$ of the net worth in the latest financial statement the _of Company or when subsidiaries the Company or subsidiaries lend fund to a single enterprise.	Article 9-1 Before lending the fund between the Company and parent companies, the Company and subsidiaries, or between subsidiaries, the loan proposal shall be presented to the Board meeting for resolution according to the preceding article. The Chairman may be authorized to lend the aggregate amount specified by the Board of Directors to one enterprise, and the amount can be drawn down separately or revolving in the time authorized amount The mentioned in Paragraph 1, except the fund lending is made under Paragraph 4 of article 2, shall not exceed 10% of the net worth in the latest financial statement the Company $\sigma f$ or subsidiaries when the Company or subsidiaries lend fund to a single enterprise.	To be in line with the replacement _of the supervisors with the Audit Committee, and according to Article 14-5 Securities $\sigma$ of and Exchange Act and Order No. Financial-Supervisory- Securities -I-0950005718 of FSC, Paragraph 1 of this Article is amended. No.

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 as to enhance the internal control of the Company.	amount of the loan 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 as to the enhance 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 and the 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 proposed endorsement and/or If guarantee.	Article 14 The procedure of handling endorsement and/or the guarantee by the Company shall be as follows: 1. The party requesting for endorsement and/or guarantee shall submit application the to Company the and finance department of shall Company 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 and/or $\mathbf{H}$ guarantee.	To be in line with the establishment of the Audit Committee in the Company, and according Article $14 - 5$ of to Securities and Exchange Order No. Act and Financial-Supervisory - Securities -I-0950005718 of FSC, Paragraph 2 of this Article is 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.

After Amendments	Before Amendments	Reason for Amendment
necessary, the Company	necessary, the Company
will request the	will request the
applicant to provide	applicant to provide
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 is	that guarantee 1S
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 endorsement with	the stamped application with the endorsement
and/or guarantee	and/or guarantee
information the and	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	If sealing. the
endorsement and/or	and/or endorsement
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. 4. After the endorsement and/or guarantee and guarantee procedure have been processed properly, the finance department shall keep related information as and reference 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 matters be 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 and/or guarantee and guarantee procedure have been processed properly, the finance department shall keep related information as and reference 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.
Article 16	Article 16	1. To be in line with the establishment of the
Any endorsement and/or guarantee processed by the	Any endorsement and/or guarantee processed by the	Audit Committee in the
Company shall be	Company shall be	Company, and according to Article
conducted upon approval of the Audit Committee	conducted upon resolution by the Board of Directors.	14-5 of Securities and

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 the Audit sent to Committee. Meanwhile, the improvement shall made within the be planned schedule so as to enhance the internal control of the Company.	discovered, which shall notified be b every supervisor in writing immediately. 3. When there 1S 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 amount exceeds the 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 the enhance internal control of the Company.
Article 18	Article 18	1. To be in line with the establishment of the
Company is When the 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 this stipulated procedure, it shall be first approved by the Audit Committee and then resolved by the Board of directors	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 resolved by the Board of Directors and the majority shall provide Directors and the majority $\vert$ joint guarantee on the loss	Audit Committee in the and Company, according to Article 14-5 of Securities and Exchange Act and Order No. Financial-Supervisory- Securities -I-0950005718 of FSC, Paragraph 1 of this Article is amended. simplify 2. To the provision, Paragraph $2$

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	of this Article is moved to Paragraph 4 of Article 27.
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 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 objects director to or reservations expresses about any matter, it shall
	1. To be in line with the
Upon a resolution passed by the Board of Directors, these Procedures shall be submitted each to shall supervisor and resolved by the Board of become effective after ratification the by shareholders' meeting. If	establishment $\circ$ f the Audit Committee in replacement _of the supervisors the in Company, and according to Article $14-5$ 14-4 and of Securities and Exchange the Act,
	approval afterwards. If the be recorded in the minutes. Article 26 director took any an

$\sim 10^{-10}$

After Amendments	Before Amendments	Reason for Amendment
ratification $\sigma f$ the shareholders' meeting. If took an director any objection, and a record or written statement to the effect has to be made, then the Company shall submit data about the the objection of the director to the shareholders' meeting for discussion.	objection, and a record or written statement to the effect has to be made, then the Company shall submit about the the data 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, explicitly which indicates the obtention the _of 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. the event that the $\ln$ 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 ₀ simplify the
ask for the approval of at		provision, the latter
least two-thirds of all		part of subparagraph 2
the and directors,		of Article 9, paragraph
resolution of the Audit		of Article 16, 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 a matter 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 to _or
reservations expresses
about any matter, it shall
be recorded in the minutes.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2017 Annual General Meeting of Shareholders

Roster of Directors (Including Independent Directors) Candidates

Shares	424,061,830	424,061,830
Concurrent Positions	Evergreen International Storage & Taiwan Terminal Services Corporation $\mathbf{A}$ n United Stevedoring Corporation Shun Corporation, Enterprise Corporation Transport Chairman: Director: Ltd.	Corporation Storage & Transport Corp., Evergreen Corp., Ever Reward Logistics Corp., Evergreen International S.A., Colon International Corp., Evergreen Steel (Taiwan) Ltd., Evergreen International Evergreen Marine (Hong Kong) Ltd. Container Terminal S.A. Marine Director & Manager: Evergreen Director:
Major Past Work Experience	Evergreen International Corp. President,	Concurrent as Positions Same
Major Education	Course, Nantou Senior High School National General	$\sigma$ f $\overline{\mathcal{S}}$ in Marine Engineering Maritime Technolo Taipei College
Name	Evergreen Marine Hung, Ping-Kun Representative: Corp. (Taiwan) Ltd.	Evergreen Marine Chang, Kuo-Hua Representative: Corp. (Taiwan) Ltd.
Number A/C	17	17
Item	Director	Director

Shares	90,220,968	100,000
Concurrent Positions	Qingdao Evergreen Container Storage Insurance Vice Chairman, Central Reinsurance & Transportation Co., Ltd., South Asia Gateway Terminals (Private) Supervisor, Evergreen International Evergreen Company Limited Chairman, Director: Limited Corp.	Security Corp., Shun An Enterprise Transport Corp., Charng Yang Development Evergreen Corp., Taiwan High Speed Rail Corp., Evergreen Steel Corp., Evergreen Corp., Evergreen Marine (Singapore) International International Storage & EVA Airways Corp., Evergreen Chairman, Director: Pte Ltd. Corp. Corp.
Major Past Work Experience	EVA Airways Evergreen Marine Corp. (Taiwan) Ltd. Chairman, Chairman, Corp.	Concurrent as Positions Same
Major Education	Bachelor of Science in Boston University Administration, Business (BSBA)	National Keelung Girls' Senior High School
Name	Chang, Kuo-Cheng International Corp. Representative: Evergreen	Yung-Fa Charity Foundation Representative: Ko, Lee-Ching Chang
Number A/C	591	102249
Item	Director	Director

Shares		90,220,968
Concurrent Positions	S.A., Greencompass Marine S.A., Gaining Corp., Evergreen Air Cargo Services Evergreen Airline Services (Taiwan) Ltd., Ever Reward Logistics Corporation Corp., Evergreen Aviation Precision Corp., Hsin Yung Enterprise Corp. International Marine Director & Manager: Enterprise S.A. Supervisor: Evergreen Evergreen Corp.,	Catering Corp., Evergreen Security Storage Corp., Central Reinsurance Corp., Uni Airways Corp., Evergreen Sky Corp., Shun An Enterprise Corp., &Transport Corp., EVA Airways Evergreen Aviation Technologies Corp., Taipei Port Container Terminal Evergreen International & President, International Corp. Evergreen Director Director:
Major Past Work Experience		Vice Evergreen Executive International Corp. President, Legal
Major Education		$i$ wan Master of Maritime Law, National Tai Ocean University
Name		International Corp. Tai, Jiin-Chyuan Representative: Evergreen
Number A/C		591
Item		Director

Shares		100,000	$\circ$	$\circ$
Concurrent Positions	Enterprise Corp., Evergreen Insurance Engineering Evergreen Container Terminal (Thailand) Ltd. Max Limited, Super Company Corp.,	Transport Evergreen $\infty$ President, Storage ∛ International Director Corp.	CPA, Shin Shin Public Accounting ∛ Corp., United Biomedical, Inc., (Asia), Supervisor: Tai An Technologies United BioPharma Inc., UBI Pharma TaiwanJ Storage Pharmaceuticals, Co., Ltd. Evergreen International Corp., Independent Director: Transport Firm Inc.	&Transport Evergreen Director, G-Shank Enterprise Co., Ltd. Director, Storage International Independent Corp.
Major Past Work Experience		Evergreen Marine (UK) Ltd Chairman,	Concurrent as Positions Same	President, Co., Ltd. CMC Investment Executive Vice (Yulon Group)
Major Education		ზ ბ National Taiwan University Commerce, Bachelor	$\sigma$ f Master of Accounting, State National Cheng Kung University Accounting, Washington University Bachelor	Fill Business Banking, Cheng Administration, $\sigma$ $\sigma$ University National Bachelor Master
Name		Yung-Fa Charity Foundation Wey, Maw-Jiunn Representative: Chang	Chang, Ching-Ho	Szu, Wen-Chang
Number A/C		102249	A1226**	A1104**
Item		Director	Independent Director	Independent Director

Shares		$\circ$
Concurrent Positions	Chief Strategy Officer, Kaori Heat Treatment Co., Ltd.	Associate Professor, Department of China Marketing and Logistics, University of Technology
Major Past Work Experience		Eastern Vice ¹ Vice President, S.F. Express General Manager, Jvan An President of South East China, S.F. Express Group Co., Ltd. President, Datian Group China, Datian Group International Co., Ltd $\sigma$ Group Co., Ltd. President Executive
Major Education	öä National Cheng University	Science, Taiwan Institute Laws, Normal University of Graduate Political National Doctor
Name		Tseng, Yu-Chin
Number A/C		S1024**
Item		Independent Director

$90\,$

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Articles of Incorporation

CHAPTER 1 GENERAL PROVISIONS

Article 1

This Company is incorporated pursuant to the provisions governing a company limited by Shares of the Company Act of Republic of China with the name of 長榮國際儲運股份有限公司 in Chinese and EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION in English.

Article 2

The Company may engage in the following activities:

1. F212011 Gasoline Stations:
1. G101011 Highway Bus Transportation;
1. G101021 Urban Automobile Transportation;
1. G101041 Passenger Car Rental and Leasing;
1. G101051 Sightseeing Bus Transportation;
1. G101061 Truck Freight Transportation;
1. G101081 Automobile Container Transport;
1. G301011 Ship Transportation;
1. G401011 Shipping Agency Services;
10.G404011 Container Distributing Center Business;
11.G406061 Harbor Cargoes Forwarding Services;
12.G603011 Airfreight Distributing;
International and General Tourist Hotels; 13.J901011
14.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3

The office of the Company is located at Taoyuan City, where necessary, the Company may have branches or offices established within or outside the Republic of China as decided by resolution adopted by the Board of Directors.

Article 4

The total amount of investment by the Company shall not be subject to the restriction of 40 percent of the paid-up capital of the Company pursuant to Article 13 of the Company Act.

The Company may render external guarantees.

CHAPTER 2 SHARES

Article 5

The total authorized capital of the Company shall be NT\$11,000,000,000 divided into 1,100,000,000 shares at NT\$10 each. The Board of Directors is hereby authorized to issue the unissued shares in installments.

Article 6

The shares issued by the Company shall be registered in the Securities Central Depositary Business Institution.

Article 7

Registration of share transfer, within sixty (60) days before the date of Annual General Meeting of the Shareholders, thirty (30) days before the date of Extraordinary Meeting of Shareholders, or five (5) days before the date fixed by the Company for distribution of dividends, bonus or other benefits, shall not be conducted.

CHAPTER 3 SHAREHOLDERS' MEETING

Article 8

The Shareholders' Meeting of the Company consists of two categories; the Annual General and Extraordinary Meetings;

1. The Annual General Meeting shall be duly held within six (6) months after the end of each fiscal year of the Company;
1. The Extraordinary Meeting of the Company may be duly held if necessary.

Article 9

Notices to convene the Annual General Meeting shall be given to each shareholder thirty (30) days in advance, and the one to convene the Extraordinary Meeting shall be given fifteen (15) days in advance. Notices of the Shareholders' Meeting shall specify the time and place of the meeting and the particulars of the business to be transacted, and shall be given to all the Shareholders.

Article 10

The shareholders of the Company shall have one voting right for each share, except the shares which set forth in Article 179 of the Company Act are no voting right.

Article 11

A shareholder who is unable to attend a Shareholders' Meeting may duly authorize another person as his proxy to attend and vote on his behalf pursuant to a power of attorney printed and distributed by the Company duly issued by the Shareholder stating the ambit of the proxy's authority.

Article 12

Unless otherwise provided under the Company Act and related regulations, the quorum for a Shareholders' Meeting shall be duly adopted by a majority in the meeting attended by Shareholders who represent a majority of the total issued shares.

Article 13

When Shareholders' Meeting is convened by the Board of Director, its chairman shall

be processed in accordance with the provision in Article 208 of the Company Act. When the meeting is convened by other party with right of summons other than the Board of Directors, the Chairman shall be undertaken by that party with right of summons. When there are two and more parties with right of summons, one party will be elected among these parties.

Article 14

The resolutions adopted by the Shareholders' Meeting shall be reported in the minutes. The content, distribution and other essentials of the minutes shall be made in accordance with the provision of Article 183 of the Company Act.

CHAPTER 4 DIRECTORS, SUPERVISORS AND MANAGERS

Article 15

The Company shall have five to nine $(5-9)$ Directors and two $(2)$ Supervisors.

The election of the Directors and Supervisors shall adopt the candidate nomination 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 that should be held by all preceding Directors and Supervisors shall be subject to the provision established by the Securities Management Institution.

Article 15-1

The number of the Directors set forth in the preceding article shall include two (2) to 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 Act and other relevant regulations.

Article 16

The Directors and the Supervisors shall be elected at 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.

Article 17

When the dismissal of Director(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 convene a Shareholders' Meeting for supplementary election within 60 days from the date on 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 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' Meeting. When all Independent Directors have been dismissed, the Board of Directors shall convene a Shareholders' Meeting for electing Independent Directors within 60 days from the date on which the situation arose.

Article 18

The Directors shall constitute the Board. The Chairman shall be elected at a meeting attended by at least two-thirds $(2/3)$ of the Directors and by a simple majority vote of the Directors present at the meeting and may also elect a Vice Chairman in the same manner. The Chairman of the Board of Directors shall internally preside at the Meetings of Shareholders and Board Meetings, and shall externally represent the Company. When the Chairman is on leave of absence or cannot exercise its job for any cause, agency of his/her job shall be handled in accordance with Article 208 of the Company Act.

Article 19

For execution of business of the Company, apart from items that are separately specified in related laws or the Articles of Incorporation to be resolved at the Shareholders' Meeting, all items shall be resolved by the Board of Directors.

Article 20

Notices of the Board Meeting shall be dispatched to each of the Directors and supervisors seven (7) days prior to convening such meeting. Nevertheless, in case of emergency, the said meeting may be convened anytime.

The notice set forth in the 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 may authorize another Director to attend on his behalf by issuing a power of attorney in the latter's favor specifying the business to be conducted thereat and the scope of the authority to be granted.

Article 21

Unless otherwise provided under related regulations or the Articles of Incorporation, resolutions of the Board Meeting shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors.

Article 22

The Supervisors shall execute his duty in accordance with the Company Act and related regulations.

Article 23

The compensation of the Directors and Supervisors (the "compensation") to be resolved by the Board of the Directors authorized herein will be based on the level of each one's participation in and the value of individual's contribution to the Company's operation as well as the ordinary standard of the competitors' compensation.

In order to cover the loss causing from liabilities of the Directors and Supervisors and to raise awareness of corporate governance, the Company may take out liability insurance for all Directors, Supervisors, and the representatives who are designated by the Company to its investing companies to act as Director or Supervisor during their terms of offices.

Article 24

The Company may have managers. Its appointment, discharge and remuneration shall be handled in accordance with the provision of Article 29 of the Company Act.

CHAPTER 5 ACCOUNTING

Article 25

After the end of each fiscal year of the Company, the Board of Directors shall prepare the following reports which shall be delivered to the Supervisors thirty (30) days in advance of the Annual General Meeting of the Shareholders for the auditing and preparation of reports thereof, which shall be approved by the shareholders at the Annual General Meeting:

1. Business report.
1. Financial statements.
1. Proposal for allocation of surplus profit or making up loss.

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 Supervisors shall be distributed when the Company have profit. However, the Company's accumulated losses shall have been covered before distributing employees' compensation and remuneration of Directors and Supervisors by the aforementioned principles.

Employees' compensation may be distributed in the form of shares or in cash; 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 profit of 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 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.

Article26-1

Any profit made by the Company for each fiscal year shall, after deduction of tax, be applied first towards making up any losses incurred by the Company in previous years, secondly 10% of the balance thereof shall be retained as the legal reserve, and set aside or reverse the special reserve in compliance with regulations, together with the accumulated unallocated profit of the previous period, shall be allocated surplus profit pursuant to the proposal made by the Board of Directors and adopted by the Shareholders at their meeting.

Stockholders' dividends shall be distributed in cash dividends and stock dividends, with the cash dividend at least 10% of the total amount of distribution.

CHAPTER 6 MISCELLANEOUS

Article 27

The rules and regulations of the Company and various operation procedures shall be separately stipulated by the Board of Directors.

Article 28

Any matter not provided for by these Articles shall be subject to the Company Act and related regulations.

Article 29

These Articles where originally established on September 1, 1973; The 1st amendment was made on September 17, 1973; The 2nd amendment was made on December 6, 1974; The 3rd amendment was made on May 10, 1975; The 4th amendment was made on May 5, 1978; The 5th amendment was made on July 12, 1979; The 6th amendment was made on October 7, 1980; The 7th amendment was made on December 1, 1980; The 8th amendment was made on May 23, 1981; The 9th amendment was made on May 25, 1981; The 10th amendment was made on January 22, 1983; The 11th amendment was made on May 20, 1983; The 12th amendment was made on August 1, 1983; The 13th amendment was made on April 23, 1984; The 14th amendment was made on May 12, 1984; The 15th amendment was made on August 20, 1984; The 16th amendment was made on December 7, 1984; The 17th amendment was made on May 20, 1985; The 18th amendment was made on October 20, 1986; The 19th amendment was made on May 25, 1987; The 20th amendment was made on September 5, 1988; The 21st amendment was made on December 31, 1988; The 22nd amendment was made on October 27, 1989; The 23rd amendment was made on November 20, 1989; The 24th amendment was made on February 26, 1990; The 25th amendment was made on April 10, 1991; The 26th amendment was made on May 12, 1992; The 27th amendment was made on April 17, 1993; The 28th amendment was made on May 4, 1994; The 29th amendment was made on May 11, 1996; The 30th amendment was made on June 15, 1998; The 31st amendment was made on June 16, 1999; The 32nd amendment was made on May 17, 2000; The 33rd amendment was made on September 11, 2001; The 34th amendment was made on June 27, 2002; The 35th amendment was made on June 17, 2005;

The 36th amendment was made on June 12, 2007;

The 37th amendment was made on June 19, 2008;

The 38th amendment was made on June 10, 2009;

The 39th amendment was made on June 15, 2011, but the article 15-1 and the paragraph 2 of the article 17 will not effective until the Shareholders' Meeting of the Company elects Independent Directors;

The 40th amendment was made on June 19, 2012;

The 41st amendment was made on June 19, 2013.

The 42nd amendment was made on June 15, 2016.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Rules And Procedure Of Shareholders' Meeting

Article 1

The procedure of all shareholders' meetings shall conform to the present Rules. Any matter which is not specified herein shall be handled pursuant to Company Law and other applicable laws and regulations of the Republic of China.

Article 2

Shareholders as stated in the Rules shall be the shareholder himself/herself or the proxy who is delegated by the shareholder to attend the meeting.

Where an institutional shareholder is delegated to attend the shareholders' meeting, such institutional shareholder shall only appoint one (1) representative to attend such meeting.

Article 3

The shareholder present shall wear the attendance certificate, checking in by delivering the check-in card. The number of shares for attending the meeting shall be counted according to the delivered check-in card.

Ouorum of shareholders' meeting shall be counted on the basis of shares.

Article 4

Shareholders' meeting shall be held at the principal office of the Corporation or any other venue where should be convenient for attendance and suitable for meeting. The meeting shall commence not earlier than 09:00 A.M. or not later than 03:00 P.M.

Article 5

Chairman of the meeting shall declare the meeting open when it's time for

meeting. However, chairman of the meeting may declare to postpone the meeting provided that the shareholders present represent not more than half of total number of issued shares, but such postponement is limited to twice only. Total postponement time shall not be more than one (1) hour. If the shareholders present cannot still constitute the quorum, but those present represent over one-third of the total number of issued shares, a tentative resolution may be passed by a majority of those present pursuant to the paragraph 1 of the Article 175 of the Company Law.

If the shareholders present have been up to more than half of total number of issued shares before the conclusion of that meeting, chairman may make the proposition to decide such tentative resolution by vote pursuant to Article 174 of the Company Law.

Article 6

Where a shareholders' meeting is convened by the Board of Directors, appointment of chairman of the meeting shall be handled in accordance with Article 208 of the Company Law.

Where a shareholders' meeting is called by a convener who is entitled to call such meeting other than the Board of Directors, such convener shall act as chairman of the meeting. When number of person with right of convener is more than two, then one person shall be elected among these persons.

Article 7

Where a shareholders' meeting is convened by the Board of Directors, its agenda shall be arranged or programmed by the Board of Directors. Moreover, the meeting shall proceed on the basis of fixed agenda which cannot be changed without the resolution at the shareholders' meeting.

Where a shareholders' meeting is called by a convener who is entitled to call such meeting other than Board of Directors, the preceding paragraph shall be mutatis mutandis applicable.

Unless it has been duly resolved, Chairman of the meeting shall not declare the meeting adjourned at discretion before the agenda as set forth in the preceding two paragraphs (including extraordinary motions) have been concluded. If the Chairman announce adjournment directly without resolution, then based on the consent of more than half of the voting rights of attending shareholders one person shall be elected as the Chairman to continue the meeting.

In addition, after the meeting is over, the shareholders shall not continue the meeting to be presided over by the other chairman at the same place or other place.

Article 7-1

In accordance with the Article 172-1 of the Company Law, the shareholders who hold one percent $(1\%)$ or more of the total number of outstanding shares of the company separately or jointly may submit only one proposal in written form for discussion at annual general meeting of shareholders.

The proposals submitted by shareholders violating the Article 172-1 of the Company Law shall not be included in the agenda of the meeting and the minute of the meeting, but the cause of exclusion of such proposals shall be listed in the appendix of the manual for shareholders' meeting proceedings of the Company.

The shareholders proposals complying with the Article 172-1 of the Company Law which are classified into the same category of the proposal submitted by the Board of Directors shall be deemed as the amendment of the proposal submitted by the Board of Directors, and the Chairman may combine them into one proposal to deal with.

Article 8

Any shareholder shall, before speaking at the meeting, present a speaking memor stating summary, shareholder A/C number (or attendance certificate number) and A/C name. Speaking shall be effected as the sequence as arranged by chairman of the meeting.

In the event that a shareholder only presents a speaking memo, but he/she doesn't speak at the meeting, it shall be deemed that he/she speaks nothing at the meeting. If the speaking contents are not same as those indicated on the speaking memo, only the former shall be considered.

When a shareholder is speaking, no any other shareholder shall interfere by speaking. Unless his/her act is consented by chairman or the shareholder who is speaking, chairman shall stop him/her from speaking any longer.

Article 9

In case two or more representatives are delegated by an institutional shareholder to attend a shareholders' meeting, only one representative is entitled to speak for one proposal.

When conducting reporting items, speech by shareholder is limited to once and shall not exceed five minutes for all reporting items.

When a shareholder speaks with regard to the matters for recognition and discussion listed on the agenda, and to the proposals made in the extraordinary motion session, each shareholder shall speak no more than twice concerning each motion and each proposition shall not exceed five minutes without previous consent by the chairman.

When a shareholder speaks with regard to non-proposal matters and expresses other opinions during the extraordinary motion session, the provisions in the preceding paragraph "governing speaking time and number of speaking opportunities" shall be applied.

Where a shareholder speaks in violation of the preceding four paragraphs, out of the scope of the proposal or affecting meeting order, the chairman is entitled to stop him/her speaking any longer.

Article 10

The Corporation may ask its lawyer, certified public accountant or related person to attend the meeting.

After a shareholder speaks, chairman may personally or ask the related person to answer the question.

Article 11

Except otherwise specified in related laws and the Articles of Incorporation, it

shall be based on consent and passing by more than half of voting rights of attending shareholders.

Article 12

When a proposal is decided by vote, it shall be passed by applause after the chairman finds there is no objection; its effect shall be the same as the voting resolution. When a shareholder expresses objection, the resolution shall be decided by voting.

Article 13

When there is an amended or substituted proposal relating to one proposal, chairman shall decide the sequence for decision by vote. In one of them has passed, the other proposal shall be deemed as rejection and its voting becomes unnecessary.

Article 14

When the chairman considers that a proposal which is being debated can be decided by vote, he/she may declare to stop debate and ask to decide by vote.

Article 15

Chairman may declare to take a break during the meeting.

Article 16

Chairman shall appoint somebody to supervise and to calculate the votes, but such supervisor shall be a shareholder of the Company.

The voting results shall be announced on the spot and duly recorded.

Article 17

The process of the meeting shall be fully recorded in recording or video tape, which shall be kept at least one (1) year.

The staff relating to the affairs of the meeting and pickets (including security staff) shall wear identification tags or badges.

Article 18

Chairman is entitled to ask the pickets (including security staff) to maintain the order of the site.

Article 19

The Rules shall be effective after they will have been approved at the shareholders' meeting. This provision shall be applicable to their amendments.

Article 20

The Rules are duly established on February 26, 1990; The 1st amendment was made on June 15, 1998; The 2nd amendment was made on June 27, 2002; The 3rd amendment was made on June 12, 2006; The 4th amendment was made on June 10, 2009; The 5th amendment was made on June 19, 2012;

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EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Regulations For Electing Directors And Supervisors

Article 1

The election of the Directors and Supervisors of the Company shall be handled in accordance with the Regulations.

Article 2

The election of the Directors and Supervisors shall adopt the candidate nomination system provided in the Article 192-1 of the Company Law. 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.

Article 2-1

The election of the Directors and Supervisors of the Company shall be executed by adopting the method of accumulative voting by open vote. Each share held by a shareholder shall be entitled to the number of right-to-vote equal to the number of Directors or Supervisors to be elected. A shareholder may concentrate all the number of right-to-vote for one candidate or distribute the number of right-to-vote to several candidates. Shareholder account number or Attendance Certificate number printed on the vote may be used to represent the voter instead of the name of the voter.

The independent and non-independent directors shall be elected at the same time, but the number of votes shall be calculated separately.

Article 3

Before the votes are opened, the Chairman of the Shareholders' Meeting shall designate appropriate number of vote examiner who should be the Shareholder of the Company, vote counting personnel and related personnel for performing the

relevant duty assigned to them.

Article 4

The required number of Directors, Independent Directors and Supervisors shall be elected in accordance with the Articles of Incorporation, and the candidates who obtain more votes than others from the election will be deemed elected in turn. When the number of votes obtained by two or more than two candidates is the same but that exceed the required number of Directors and/or Supervisors to be elected, the case shall be determined by drawing lots, and the Chairman of the Shareholders' Meeting shall draw the lots for any candidate who is involved in the case but fails to attend the meeting.

Article 5

The vote shall be prepared by the Board of Directors, and shall note shareholder account number, Attendance Certificate number and number of voting right on the vote.

Article 6

If the elected person possesses shareholder status, in the "election candidate" column on the vote the voter shall fill in the name of the election candidate and shareholder account number. If the elected person does not possess shareholder status, the voter shall fill in the name and identity card number of the election candidate.

Article 7

Any vote that is in any of the following conditions shall be deemed ineffective:

(1) Vote not specified in Article 5 of this regulation.
(2) Blank vote.
(3) Writing is blurred and cannot be identified.
(4) If the filled in election candidate possesses shareholder status, when its

account name, shareholder account number do not match the shareholder register; if the filled in election candidate does not possess shareholder status, his/her name and identity card number does not match.

(5) Write other word apart from the name of the election candidate, shareholder account number, identity card number or the number of voting rights.
(6) Two or more elected candidates are filled in the same vote.

Article 8

After the votes are completed, the votes shall be opened on the spot, and the results of the votes shall be announced by the Chairman of the shareholders' meeting.

Article 9

The Regulations shall come into force after the approval of the shareholders' meeting, and the same shall apply after amendment.

Article 10

The Regulations 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.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Procedures For Acquiring And Disposing Of Assets

Chapter 1: General

Article 1

These Procedures shall apply whenever the Company acquires or disposes of assets.

Article 2

The term "assets" as used herein shall apply to:

1. Investments in stocks, government bonds, corporate bonds, bank debentures, securities representing interest in a fund, depository receipts, call (put) warrants, beneficial securities, asset-based securities, etc.;
1. Real estates (including land, houses and buildings, investment property, rights to use land, and inventory of a construction company) and equipment;
1. Membership cards;
1. Intangible assets, such as patents, copyrights, trademarks, franchises, etc.;
1. Obligatory rights of financial institutions (including the receivables, discounts on exchange, loans, and dishonored receivables);
1. Derivative products;
1. Assets to be acquired or disposed of by mergers, splits, acquisitions or stock transfer according to the laws; and
1. Other important assets.

Article 3

The following expressions shall be respectively defined as below:

Derivative products: Any forward contracts, option contracts, futures contracts, leverage contracts, swap contracts, and the combination thereof with a worth derived from relevant assets, interest rates, exchange rates,

indexes, or other interests.

The term "forward contracts" as used herein shall not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and long-term purchase (sales) contracts.

1. Assets to be acquired or disposed of by mergers, splits, acquisition or stock transfer according to the laws: Any assets acquired or disposed of by mergers, splits or acquisitions according to the Enterprises' Acquisition and Merger Law, the Financial Holding Company Act, the Law Governing Merger of Financial Institutions, or other applicable laws; or the stocks of another company acquired by the issuance of new shares in accordance with the provision of Item 8, Article 156 of the Company Law (hereinafter referred as the "stock transfer".)
1. Related party and Subsidiary: As specified in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
1. Professional appraiser: Real estate appraiser or any other one who may be engaged by law in the business of appraising real estates and equipment.
1. Occurrence date: Being the date of contract, date of payment, date of transaction, date of transfer, date of resolution by the Board of Directors, or other date sufficiently confirming the counterpart and trading amount, whichever is earlier. However, if it is an investment requiring the approval by the competent authority, then the occurrence date will be one of the aforesaid dates or the date of such approval, whichever is earlier.
1. Investments in Mainland China: Those investments made in Mainland China according to the provisions set forth in the "Approval Guidelines for Engagement in Investments or Technological Cooperation in Mainland China" as promulgated by the Investment Commission, Ministry of Economic Affairs.

Article 4

As for any appraisal report, or any written opinion issued and made available by certified public accountant ("CPA"), lawyer or securities underwriter to the Company, such professional appraiser and its appraisal personnel, CPA, lawyer or securities underwriter shall not be of a related party with the trading parties.

Article 5

When the Company intends to acquire or dispose of any asset, a report to the effect shall be made and submitted by the department in charge to the department of general affairs, department of finance, and other relevant departments for risk & economic efficiency evaluation or value appraisal. Then, evaluation or appraisal report shall, together with relevant data, be submitted to the Board of Directors or other competent authority for resolution in accordance with the contents of the "Table of Authority Limit of Acquiring and Disposing of Assets & other Financial Matters" approved by the Board of Directors before proceeding with the transaction concerned.

Price of the aforesaid asset shall be determined by either market price, net value per share, price enquiry, price competition, price negotiation, or public bid. In the case of real estate, then declared value, assessed value, and actual transaction price of adjacent area real estates shall also be used as the reference of price determination

Chapter 2: Procedures

Section 1:

Acquiring or Disposing of Assets and Engaging in Transactions of Derivative Products

Article 6

The Company may purchase real estates for non-business use, but the accumulated acquisition amount indisposed shall not exceed 50% of equity as stated in the latest parent company only financial statement of the Company. As for any of its subsidiaries, it shall not exceed 50% of equity as stated in the latest parent company only financial statement or individual financial statement of that subsidiary.

Total amount of investment made by the Company in valuable securities shall not exceed the total of equity and non-current liabilities as stated in the latest parent company only financial statement of the Company. As for any of its subsidiaries, it shall not exceed 150% of the total of equity and non-current liabilities as stated in the latest parent company only financial statement or individual financial statement of that subsidiary, or shall not exceed the total of equity and non-current liabilities as stated in the latest parent company only financial statement of the Company.

Total amount of investment made by the Company in any individual valuable security shall not exceed 50% of equity as stated in the latest parent company only financial statement of the Company. As for any of its subsidiaries, it shall not exceed 150% of equity as stated in the latest parent company only financial statement or individual financial statement of that subsidiary, or shall not exceed 50% of equity as stated in the latest parent company only financial statement of the Company.

Article 7

Upon acquiring or disposing of any real estates or equipment, unless in the case of dealing with a government agency, commissioning others to make construction on self-owned or leased land, acquiring or disposing of the equipment for business use, if the transaction amount thereof is equal to or more than 20% of the Company's paid-in capital or NT\$300,000,000, it must obtain an appraisal report issued by a professional appraiser before the date of occurrence, and the following requirements shall be additionally met:

1. If a limited price, specified price or special price is taken as the reference of trading price due to any special reasons, the transaction concerned shall be first submitted to the Board of Directors for resolution. When the terms and conditions of this transaction are changed in the future, the aforesaid procedures shall apply.
1. If the transaction amount is NT\$1,000,000,000 or more, at least two professional appraisers shall be retained to conduct the appraisal.
1. When the appraisal made by the professional appraiser results in any of the following circumstances, except that the appraisal amount of acquiring assets are more than the transaction amount or the appraisal amount of disposing assets are less than the transaction amount, a CPA shall be retained to give specific opinion on the cause of difference and whether the transaction price is justified in accordance with the Statement of Auditing Standards No. 20 as

published by the Accounting Research and Development 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 the transaction amount.
1. 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 8

Before the occurrence date of acquiring or disposing of valuable securities, the Company shall first review the latest audited financial statement of the targeted company as the reference of evaluating transaction price, and if the transaction amount is equal to or more than 20% of the Company's paid-in capital or NT\$300,000,000, a CPA shall be retained to issue the opinion on the trading price before the date of occurrence except under the circumstance that there is a public quoted price on that securities in an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). For a CPA who adopts the professional reports shall conduct in accordance with the Statement of Auditing Standards No. 20 as published by the ARDF.

Article 9

Before the occurrence date of acquiring or disposing of any member cards or intangible assets with an amount being equal or more than 20% of the Company's paid-in capital or NT\$300,000,000, except in transacting with a government agency, a CPA shall be retained to issue the opinion on the trading price in accordance with the Statement of Auditing Standards No. 20 as published by the ARDF.

Article 9-1

The transaction amount referred in the preceding three articles shall be computed

in accordance with Paragraph 2 of Article 25 except under the circumstance that it has obtained appraisal reports issued by a professional appraiser or CPA's opinions in accordance with these regulations. And the term "within the period of one (1) year" shall mean the period of one (1) year retroactive from the occurrence date of trading concerned.

Article 10

For any assets acquired or disposed of by the Company through the auction by court, certificate issued by the court to the effect can be used to substitute for the appraisal report or CPA's written opinion.

Article 11

Any transaction of derivative products to be made by the Company shall be subject to the "Procedures for Transaction of Derivative Products" as set forth by the Company.

Section 2:

Related Party Transactions

Article 12

If the Company acquires or disposes of assets with a related party, the relevant resolutions and trading terms evaluation, etc. shall be made. Besides, the transaction amount thereof is equal to or more than 10% of the Company's total assets, it must obtain an appraisal report issued by a professional appraiser or CPA's opinions in accordance with the preceding section.

The transaction amount referred in the preceding paragraph shall be computed in accordance with Paragraph 1 of Article 9-1.

In judging whether the trading counter party is a related party, the substantial relationship shall be taken into account, in addition to the legal relationship.

Article 13

The Company acquiring or disposing of real estate with a related party, or acquiring or disposing of other assets, except in trading of governments bonds or bonds with a call or put option, or subscription or redemption of domestic money market funds, which transaction amount is equal to or more than 20% of the Company's paid-in capital, 10% of the Company's total assets $\alpha$ NT\$300,000,000 with a related party may sign the contract and make payment only if the following data and information have been submitted for resolution passed by the Board of Directors and ratified by the supervisor:

1. Purpose, necessity and expected economic efficiency of acquiring or disposing of assets.
1. Reason of choosing the related party as the trading counter party.
1. The relevant data and information to be used for evaluating the trading terms as provided for in Articles 14 and 15 hereof when acquiring any real estate from a related party.
1. Acquisition date, acquisition price, and trading counter party of the related party, and the relationship of such counter party with the Company and the related party.
1. Monthly forecast of cash income & expenditure for a period of 12 months commencing from the month of expected contract signing, and evaluation in regard to the necessity of the transaction and justification of funds utilization.
1. Obtain an appraisal report issued by a professional appraiser or CPA's opinions in accordance with the provisions of the preceding Article.
1. Restrictions and other important matters agreed upon in the transaction.

The transaction amount referred in the preceding paragraph shall be computed in accordance with the provisions of Paragraph 2 of Article 25 except under the circumstance that has been submitted for resolution passed by the Board of Directors and ratified by the supervisor in accordance with these regulations. And the term "within the period of one $(1)$ year" shall mean the period of one $(1)$ year retroactive from the occurrence date of trading concerned.

Acquiring or disposing of business equipment between the Company 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 Board Meeting.

When a matter is submitted for discussion by the Board of Directors pursuant to the paragraph 1, 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 14

Acquiring a real estate from the related party, the Company shall evaluate whether the transaction cost is justified pursuant to one of the following methods:

1. By the transaction price of the related party plus the necessary capital interest cost, and the cost to be borne by the buyer in law. The "necessary capital" interest cost" shall be computed at the weighted average interest rate prevailing in the year that the Company borrowed money for buying the real estate concerned, but such an interest rate shall not be higher than the ceiling of loan interest rate for non-banking institutions as published by the Ministry of Finance.
1. By the total assessed value for loan made by a banking institution if the related party has created a mortgage of the real estate to the banking institution for a loan; provided that the actual aggregate loan made by the banking institution is equal or more than 70% of the assessed value of the real estate, and the loan period has lasted for more than one (1) year. Nevertheless, if the banking institution is related with either of the trading parties, then this shall not apply.

If the land and building within the real estate are purchased at the same time, then transaction costs of land and building may be separately evaluated according to either of the aforesaid methods.

Acquiring real estate from a related party, the Company shall, in addition to evaluating the cost of real estate in accordance with the provisions set forth in the preceding paragraphs 1 and 2, retain a CPA to review such cost evaluation and express detailed opinion thereon.

Where the Company acquires real estate from a related party under any of the following circumstances, it shall be subject to Article 13 hereof, and the preceding three paragraphs shall not apply:

The real estate has been acquired by the related party due to inheritance or

donation.

1. The time when the related party signed to acquire the real estate has been more than five (5) years away from the date of contract for this transaction.
1. The real estate is acquired as the result of a joint construction contract, between the Company and the related party, or through commissioning a related party to build real estate, either on the self-owned land or on leased land.

Article 15

After evaluations made by the Company as per the paragraphs 1 and 2 of the preceding Article, if the respective results thereof are less than the transaction price, Article 16 shall apply provided that the objective evidence as well as opinions issued by professional real estate appraiser and CPA to support the same shall have been obtained under any of the following circumstances:

1. The related party is acquiring or leasing a piece of undeveloped land for construction, and has made available proofs to meet any of the following requirements:
(1) With the undeveloped land price being evaluated according to the methods referred to in the preceding article, and building price computed on basis of the construction cost of the related party plus reasonable construction profit, total amount thereof is higher than the actual transaction price. The "reasonable construction profit" referred to above shall be subject to the average gross profit rate posted by the construction department of the related party for the past 3 years or the latest gross profit rate for construction industry as published by the Ministry of Finance, whichever is lower.
(2) Considering the transactions made by other non-related parties for other floors with the similar area on the same real estate or in the adjacent area within the period of one (1) year, the trading terms are deemed comparable after reasonable evaluation about the price difference between floors or locations in accordance with real estate transaction practices.
(3) Considering the leases made by other non-related parties for other floors on the same real estate within the period of one (1) year, the trading terms are deemed comparable after reasonable evaluation about the price

difference between floors in accordance with real estate lease practices.

The Company has proved that the trading terms for purchasing real estate from the related party are comparable to those of other transactions of similar area made by other non-related parties in the adjacent area within the period of one $(1)$ year.

The transactions in the adjacent area referred to above shall, in general, mean those transactions of real estates located at the same or nearby street with a distance of less than 500 meters from the real estate concerned, or with approximate declared values. The term "the similar area" shall, in principle, mean the area of transaction less than 50% of the area made by any non-related party for the real estate concerned. The term "within the period of one (1) year" shall mean the period of one (1) year retroactive from the occurrence date of acquiring the real estate concerned.

Article 16

For any 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 according to paragraph 1, Article 41 of the Securities and Exchange Act, and shall not be distributed as cash or stock dividends. If the investor who evaluates its investment in the Company by equity method is a public company, it shall also set aside as a special reserve in proportion to its shareholding in the Company as provided for in paragraph 1, Article 41 of the Securities and Exchange Act.
1. Supervisor of the Company shall perform the duties pursuant to the provisions set forth in Article 218 of the Company Law.
1. The actions taken as required in Clauses 1 and 2 hereof shall be reported to the shareholders' meeting, and details of the transaction concerned shall be disclosed in the annual report and prospectus, respectively.

As to the special reserve 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 been given, 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.

Section 3:

Mergers, Splits, Acquisitions and Stock Transfer Companies

Article 17

Upon carrying out any merger, split, acquisition, or stock transfer, the Company shall, before convening the Board Meeting, retain a CPA, lawyer or securities underwriter to express their opinions about the ratio of share-for-share exchange, tender offer price, or the cash or other properties to be allocated to the Then, the report to the effect shall be made to the Board of shareholders. Directors for resolution.

Article 18

Upon participating in any merger, split or acquisition, unless otherwise stipulated in other laws that it may not convene the shareholders' meeting, the Company shall prepare an open letter addressed to the shareholders specifying key points and other matters relating to the merger, split or acquisition before the shareholders' meeting, and such open letter shall be, together with the experts' opinions referred to in paragraph 1 of the proceeding Article hereof and the notice of shareholders' meeting, sent to the shareholders as the reference of voting for or against the same.

Among the companies participating in the merger, split, or acquisition, if any of them can't convene its shareholders' meeting for resolution due to insufficient quorum or voting shares, or other legal restrictions, or the resolution relating to such merger, split, or acquisition is rejected in the shareholders' 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 convene their respective shareholders' meetings.

Article 19

Unless otherwise provided for in other laws or a prior approval has been obtained from the FSC due to special reasons, the companies participating in the merger, split, or acquisition shall convene their respective Board Meetings and shareholders' meeting at the same day to resolve on the matters of such merger, split, or acquisition.

Unless otherwise provided for in other laws or a prior approval has been obtained from the FSC due to special reasons, the companies participating in the stock transfer shall convene their respective Board Meetings at the same day.

When participating in a merger, split, acquisition, or stock transfer, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for five years for reference:

1. Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in case foreign nationals) of all persons involved in the planning or implementation of any merger, split, acquisition, or stock transfer prior to disclosure of the information.
1. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of the Board meeting.
1. Important documents and minutes: Including merger, split, acquisition, and stock transfer plans, any letter of intent or memorandum, material contracts, and minutes of Board Meetings.

When participating in a merger, split, acquisition, or stock transfer, a company that is listed on an exchange or has its shares traded on an OTC market shall, within two (2) days of passage of a resolution by the Board of Directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.

Where any of the companies participating in a merger, split, acquisition, or stock transfer is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the letter is required to abide by the provisions of paragraphs 3 and $4$ .

Article 20

Anyone, who has participated in or been made known about the companies' merger, split, acquisition or stock transfer plan, shall sign a written non-disclosure agreement undertaking that he/she will not divulge any content of such plan externally before public disclosure of relevant information, nor will he/she buy or sell in his/her own or another one's name any shares or other valuable securities with equity nature of any company in relation with such merger, split, acquisition or stock transfer.

Article 21

When the Company participates in any merger, split, acquisition or stock transfer, the ratio of share-for-share exchange or tender offer price shall not be arbitrarily changed, and conditions of change shall be prescribed in the contract of merger, split, acquisition or stock transfer, except for any of the following circumstances:

1. Capital increase by cash, issuance of convertible bonds, stock dividend distribution, issuance of bonds with warrants, preferred shares with warrants, subscription warrants, and other valuable equity securities.
1. Any acts significantly affecting the company's finance situation and business operations, such as disposal of major assets.
1. There occurs any major disaster, major technical change, etc. that would significantly affect the shareholders' interest or securities price of the company.
1. Adjustments in treasury stocks legally repurchased by any of the companies that have participate in the merger, split, acquisition or stock transfer.
1. Changes in the companies participating in the merger, split, acquisition or stock transfer, or increase/decrease in the number of the participants.
1. Other conditions under which a change may be made as stipulated in the contract concerned and publicly disclosed.

Article 22

When the Company participates in any merger, split, acquisition or stock transfer, the contract thereof shall specify the rights and obligations of any participating companies. Also, the following matters shall be specified in that contract:

1. Measures to deal a default.
1. Measures to deal the treasury stocks or the valuable equity securities issued by the extinguished or split company prior to the merger.
1. Number of treasury stocks that any participating company may repurchase in accordance with laws after the based date for computing the ratio of share-for-share exchange, and measures to deal with the same.
1. Measures to deal with the changes in the companies participating in the merger, split, acquisition or stock transfer, or increase/decrease in the number of the participants.
1. Expected progress schedule and expected completion date.
1. Expected date for convening a shareholders' meeting according to the law, and other related procedures in case it fails to complete as scheduled.

Article 23

After the information about merger, split, acquisition or stock transfer have been disclosed, if any of the participating companies intends to carry out a further merger, split, acquisition or stock transfer with a third party company, then the procedures or legal acts already completed by all original participating companies shall be redone, unless their respective shareholders' meeting has previously passed a resolution authorizing the Board of Directors to make such changes without another resolution passed in the shareholders' meeting.

Article 24

If there is a non-public company among the companies participating in the merger, split, acquisition or stock transfer, the Company shall sign an agreement with it and proceed pursuant to the provisions set forth in Articles 19, 20 and 23 hereof.

Chapter 3: Disclosure of Information

Article 25

If the asset acquired or disposed of by the Company falls within one of the following 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 equal to or more than 20% of the Company's paid-in capital, 10% of the Company's total assets or NT\$300,000,000; provided, this shall not apply to trading of government bonds or bonds with a call or put option, subscription or redemption of domestic money market funds.
1. Merger, Split, acquisition or stock transfer.
1. Loss on the transaction of derivative products has reached the ceiling for any individual or all contracts as stipulated in the procedures governing the transactions thereof.
1. Where an asset transaction except any of those referred to in the preceding three subparagraphs, the disposal of obligatory rights by the financial institution or investments in China, the transaction amount is equal to or more than 20% of the Company's paid-in capital or NT\$300,000,000, with the exceptions as follows:
(1) Purchase and sale of government bonds.
(2) Valuable securities trading in the securities exchanges or at the business places of securities firms at domestic or abroad as a professional investment firm.
(3) Purchase and sale of bonds with a call or put option, subscription or redemption of domestic money market funds.
(4) Assets acquired or disposed of are the equipment for business purpose, for which the seller or buyer is not a related party, and the transaction amount is less than NT\$500,000,000.
(5) Real estates acquired or disposed of for construction purpose due to the fact that the Company engages in construction business, for which the

seller or buyer is not the related party, and the transaction amount is less than NT\$500,000,000.00.

(6) Real estates acquired by construction on self-owned or leased land, sharing under joint construction, sharing profits under joint construction, or selling separately under joint construction, for which the expected transaction amount of the Company is less than NT\$500,000,000.

Transaction amount referred in preceding paragraph shall be computed as follows:

1. Amount of each transaction.
1. Accumulated amount of transactions with same trading counter party for acquiring or disposing of subject matters of same kind within one (1) year.
1. Accumulated amount in regard to acquisitions or disposal of real estates under the same development project within one (1) year (acquisitions and disposals to be accumulated separately.)
1. Accumulated amount in regard to acquisitions or disposal of the same securities within one (1) year (acquisitions and disposals to be accumulated separately.)

The term "within one (1) year" as referred to in preceding paragraph shall mean the period of one (1) year computed retroactively from the occurrence date of the transaction concerned; and any portion already publicly announced according to these Procedures may not be re-counted in.

On or before the 10th day of each month the Company shall, in the specified form, input the information of transactions for derivative products made by it and its subsidiaries 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 errors or omissions needing to be corrected upon public 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 Company. Unless otherwise provided for in other laws, these documents shall be kept for at least five (5)

years.

Article 26

After any transaction has been publicly announced and reported pursuant the provisions set forth in the preceding article, if there is any of the following circumstances, relevant information shall be publicly announced and reported in the website designated by the FSC within two (2) days from the occurrence date thereof:

1. Contract relating to the transaction has been changed, terminated or canceled.
1. Failure to complete the merger, split, acquisition or stock transfer on the expected date as shown in the contract concerned.
1. The contents originally presented in public disclosure have been changed.

Chapter 4: Miscellaneousness

Article 27

Procedures for the Company to control the acquisitions or disposals of assets by its subsidiaries are as follows:

To procure its subsidiary to set up its own "Procedures for Acquiring and $1_{\odot}$ Disposing of Assets" in accordance with relevant guidelines, and carry out auditing in compliance with such relevant guidelines.
$2.$ To procure its subsidiary shall follow the Procedures set up by itself when acquiring or disposing of any assets.
Internal auditors of the Company shall review the auditing report made by $3.$ the subsidiary.
If the assets acquired or disposed of by a subsidiary that is not a domestic 4. public company have reached the standards of public announcement and report, the Company shall do so for its subsidiary. The aforementioned subsidiary applies to the term "equal to 20% of the company's paid-in capital or 10% of the Company's total assets" as referred in the standards of public announcement and report in accordance with the provisions of Paragraph 1 of

Article 25 based on the paid-in capital or total assets of the Company.

Article 27-1

For the calculation of 10% of total assets under these Procedures, the total assets stated in the latest parent company only financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.

Article 28

Where anyone in the Company has committed in violation of these Procedures, then the Personnel Dept. will take a discipline action against him/her according to the severity of circumstance.

Article 29

Upon a resolution passed by the Board of Directors, these Procedures shall be given to each supervisor and shall become effective after ratification by the shareholders' meeting. The same shall apply in case of any amendments thereof. If any director took an objection, and a record or written statement to the effect has been made, then the Company shall submit the data about the objection of the director to each supervisor.

When the procedures for the acquisition and disposal of assets 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 expresses reservations about any matter, it shall be recorded in the minutes.

Article 30

When any acquisition or disposal of assets by the Company shall be approved by the Board of Directors according to these Procedures or other laws, if any director took 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 a transaction involving the acquisition or disposal of assets is 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 expresses reservations about any matter, it shall be recorded in the minutes.

The History of "PROCEDURES FOR ACQUIRING AND DISPOSING OF ASSETS"

1. These Procedures shall become effective on June 20, 2003.
1. The 1st amendment was made on June 12, 2007.
1. The 2nd amendment is made on June 10, 2009.
1. The 3rd amendment is made on June 19, 2012.
1. The 4th amendment is made on June 19, 2013.
1. The 5th amendment is made on June 12, 2014.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Procedures for Transaction of Derivative Products

Article 1

The Procedures is set forth in accordance with Article 11 of the "Procedures for Acquiring and Disposing of Assets" as prescribed by the Company.

Article 2

Any transaction of derivative products to be made by the Company shall be subject to these Procedures.

Article 3

The term "derivative products" as used herein shall mean any forward contracts, option contracts, futures contracts, leveraged margin trading contracts, swap contracts, and the combination thereof with a worth derived from relevant assets, interest rates, exchange rates, indexes, or other interests. The term "forward contracts" as used herein shall not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts and long-term purchase (sales) contracts.

Article 4

Types of derivative product transactions that may be engaged in by the Company are forward currency transactions, currency swaps, margin trading, non-delivery forwards, interest rate swaps, oil swaps, options, assets swaps, futures, and other relevant financial products derived from the assets, indexes or other interests.

Article 5

Hedge trading of derivative products that may be taken by the Company should be avoided market risks as the main purpose. The trading products should be chosen mostly for avoiding the risks of interest rates, exchange rates and fluctuation of oil price that result from the company's operation. The trading subjects, in principle, should be chosen the excellent credit financial institutions and companies.

Article 6

Gross contract amount for the derivative product transactions made by the Company shall be limited to the existing position, 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 exceeds 5% of paid-in capital of the Company for two successive months, it shall be proposed to the board of directors of the Company to resolve whether the company shall execute the stop loss.
1. 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.

Article 7

Division functions in regard to the derivative product transactions made by the Company shall be as follows:

1. High-level personnel duly authorized by the board of directors shall always pay attention to supervising and controlling risks for derivative production transactions.
1. Internal auditors shall examine for the adequacy of internal control over the transactions of derivative products on a regular basis.
1. Trading persons shall always be alert to the market information, analyze the changing situations of various products from basic and technical aspects, and report the latest information to the department head concerned. Trading person shall also know exactly about the provisions specified in these Procedures and report the gain or loss to the executive concerned periodically.
1. Delivery persons must confirm the fund availability of the Company, make sure the currency, amount, and delivery date of each transaction, and perform the delivery smoothly.

Article 8

Key points for performing evaluation by the Company of the derivative product transactions shall be as follows:

1. Accuracy of the evaluation about product trends;
1. Adequacy for the position control;
1. Fair value and changes in the gain/loss;
1. To what extent the risk is covered in case of a hedge transaction, or the possible result if no such transaction is made.

Article 9

Operating procedures for derivative product transactions by the Company shall be as follows:

1. As approved by the head of Financial Department, trading persons initiate the transaction within the authorized limit.
1. Trading persons shall place orders through the financial institutes nominated by the Company beforehand.
1. After a transaction is done, trading persons shall submit the trading data to the head of Financial Department.
1. The financial institution concerned shall send a trading confirmation note to the head of Financial Department after the transaction.
1. The head of Financial Department and delivery persons shall re-examine those trading data. After the data are verified to be correct, the delivery persons shall perform the delivery.
1. Trading persons shall send the trading confirmation note duly approved back to the financial institution concerned, and submit the trading voucher to the Accounting Section.
1. After verifying the validity and rationality of trading data from external sources, the Accounting Section submits the trading voucher for approval of book entry.

Article 10

Risk control measures taken by the Company for derivative product transactions shall be as follows:

1. Upon engaging in a transaction, its risk control shall be ready to cover those risks relating to the credit, market price, liquidity, cash flow, operation, laws and rules.
1. To set up guidelines in writing for trading persons to engage in the transactions within the authorized amount, ceiling of stop loss, and tradable types of products.
1. Any trading person shall not act as a delivery person simultaneously, and vice versa.
1. Persons in charge of risk measurement, supervision, and control shall belong to the departments different from the ones for those persons referred to above, and shall report to the board of directors, or to the senior executives who are not responsible for making the policy on the transaction or position of derivative products.
1. The position held in the transactions of derivative products shall be evaluated at least once a week. In case of a hedging transaction for business necessity, however, it shall be evaluated at least twice a month. The evaluation reports concerned shall be submitted to the senior executive duly authorized by the board of directors.
1. The board of directors shall do monitoring and control on the following principles:
(1) Assign senior executives to supervise on the monitoring and control of derivative product transactions from time to time.
(2) Evaluate whether the performance of derivative product transactions complies with the business operation policy and whether the risks to be taken are within the allowable scope.
1. Senior executives duly authorized by the board of directors shall control the transactions of derivative products on the following principles:
(1) Evaluate periodically whether the prevailing risk control measures are proper and whether they are complying with these Procedures.
(2) Monitor the status of transactions and gain/loss periodically. In case any abnormality is found, necessary actions must be taken to deal with promptly, and a report thereof be made to the board of directors. And the independent directors shall be invited to present at the board meeting to

express their opinions.

When the Company has duly authorized the persons concerned to engage in the transactions of derivative products, a report to the effect shall be made to the Board at the soonest meeting afterwards.

Article 11

Internal auditors shall examine for the adequacy of internal control over the transactions of derivative products on 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 supervisors.

Article 12

For the transactions of derivative products being engaged in by the Company, a filing book shall be produced, therein the entries about types and amounts of respective derivative product transactions, as well as the dates of resolutions passed by the board of directors. Also, those particulars that shall be under deliberate evaluation according to sub-paragraphs 5, 6.2 and 7.1 of paragraph 1 of Article 10 will be noted down in the evaluation report in detail for filing purpose.

Article 12-1

The Company shall procure its subsidiary to set up its own "Procedures for Transaction of Derivative Products" in accordance with relevant guidelines, and to follow the Procedures when transacting the derivative products.

Article 13

Upon a resolution passed by the board of directors, the Procedures shall be given to each supervisor and shall become effective after ratification by the shareholders' meeting for ratification. The same shall apply in case of any amendments thereof. If any director took an objection, and a record or written statement to the effect has been left, then the Company shall submit the data about the objection of the director to each supervisor.

The History of "Procedures for Transaction of Derivative Products"

1. The Procedures was made on June 27, 2003.
1. The 1st amendment was made on June 17, 2005.
1. The 2nd amendment was made on June 12, 2006.
1. The 3rd amendment was made on June 12, 2014.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Procedures for Fund Lending, Endorsement and Guarantee

Chapter 1 General

Article 1

All fund lending, endorsement and guarantee of the Company shall be processed in accordance with the provisions of this procedure.

Article 2

Except the following circumstances, the fund of the Company shall not be lent to stockholder or any other party:

1. There is business relationship between the Company and other firms.
1. There is necessity of short-term fund financing between the Company and other firms. The financing amount shall not be more than 40% of the net worth of the Company.

The above short-term means one year. However, when the operating cycle of the Company is more than one year, it shall base on such operating cycle.

The above financing amount in Subparagraph 2 of Paragraph 1 means the accumulated balance amount of the short-term fund financing of the Company.

Fund lending between the foreign companies that the Company is directly and indirectly holding 100% of voting shares shall not be restricted by the preceding Subparagraph 2 of Paragraph 1, but it shall be processed in accordance with the respective "Procedures for Fund Lending, Endorsement and Guarantee" of subsidiaries.

Article 3

Endorsement and/or guarantee hereof mean the following matters:

1. Financing endorsement and/or guarantee, including:
(1) Cash discount financing for the Clients checks.
(2) Endorsement or guarantee provided for the purpose of financing for other company.
(3) Issue note separately to non-finance institution as guarantee for the purpose of financing for the Company.
1. Tariff endorsement and/or guarantee refers to the endorsement and/or guarantee to the Custom House against import duties of the Company or other company.
1. Other endorsement and/or guarantee refer to the endorsement or guarantee that cannot be categorized in the above two clauses.

When the Company is providing chattel or real estate to set pledge or mortgage as collateral of the loan for other party, it shall also be processed in accordance with the provisions of this procedure.

Article 4

The Company may provide endorsement and/or guarantee to the following company:

1. Firms that have business relationship with the Company.
1. A company which is held more than 50% of the total number of voting shares directly and indirectly by the Company (hereinafter referred as the subsidiary which the Company holds more than 50% of voting shares).
1. A company which holds more than 50% of voting shares of the Company directly and indirectly.

Endorsement and/or guarantee may be provided between the subsidiaries that the Company is directly and indirectly holding 90% of voting shares, and the amount shall be restricted to 10% of the net worth in the latest financial statement of the Company, unless endorsement and/or guarantee is provided between the subsidiaries that the Company is directly and indirectly holding 100% of voting shares.

Provided that mutual guarantee based on the provision of the contract between peer companies or co-founders for undertaking construction project, or due to all subscribed stockholders of joint venture to provide endorsement and/or guarantee on the invested company based on its stockholding percentage, which shall not be restricted by the preceding two paragraphs then endorsement and/or guarantee

may be provided.

The above subscribed share means an investment made by the Company directly or through any company that the Company is holding 100% of voting shares.

Article 5

The so-called subsidiary and parent company herein mean those companies stipulated on the provision in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Where the financial reports of the Company or its subsidiaries are prepared according to the International Financial Reporting Standards, "net worth" in these procedures means the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

"Date of occurrence" in these procedures means the date of contract signing, payment, Board of Directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.

Chapter 2 procedures

Section 1

Lending fund to other party

Article 6

When the fund of the Company is to be lent to other party, the evaluation standard shall be as follows:

1. When the fund is being lent due to business relationship, the lending amount shall not be more than the total transaction amount between both parties for the latest one year. The so-called $\lceil$ transaction amount $\lceil$ refers to the amount of purchasing or selling between both parties, whichever is higher.
1. When there is necessity for a short-term loan, it shall be restricted to the following conditions:
(1) Other party has necessity for purchasing material or working capital requirement.

(2) Other fund lending approved by the Board of Directors of the Company.

Article 7

The ceilings of the total amount of and the amount for single party of fund lending of the Company shall be as follows:

1. The total lending amount of the Company shall not be more than 40% of the net worth in the latest financial statement of the Company.
1. For company or firm that has business relationship with the Company, its individual lending amount shall not be more than the total transaction amount between both parties for the latest one year.
1. For company or firm with necessity of short-term loan, its individual lending amount shall not be more than 20% of the net worth in the latest financial statement of the Company.

Article 8

The term of fund lending of the Company and the criteria of interest shall be as follows:

1. Lending term: The longest term of each lending shall be one year.
1. Interest criteria: Refers to the bank interest rate on lending date and the interest rate shall be mutually agreed by both the borrower and lender within a reasonable range and interest shall be payable monthly.

Article 9

The procedure of handling fund lending of the Company shall be as follows:

1. The borrower shall submit the loan application to the Company and the finance department of the Company shall consider its necessity and reasonability. In addition, the department shall conduct credit and risk review and further evaluate the operation risk, financial condition of the Company and the effect on the rights and interests of stockholder, then draft the terms and condition of such proposed loan. If necessary, the Company will request the applicant to provide equivalent amount of guarantee note, guarantor or collateral to register pledge or mortgage.
1. After examination, the finance department shall submit the lending proposal to

the Board of Directors for resolution and any other party cannot be authorized to make decision. 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.

1. For loan proposal that is approved or the lending amount is reduced by resolution at the Board meeting, the finance department of the Company shall notify the borrower the resolution.
1. The finance department shall transfer the fund after confirming the loan contract is executed and related collateral filing are completed and no error.
1. The related information including contract, collateral supporting documents and record shall be filed in good order by the finance department after transferring fund.

Article 9-1

Before lending the fund between the Company and parent companies, the Company and subsidiaries, or between subsidiaries, the loan proposal shall be presented to the Board meeting for resolution according to the preceding article. The Chairman may be authorized to lend the aggregate amount specified by the Board of Directors to one enterprise, and the amount can be drawn down separately or revolving in the time period of one year.

The authorized amount mentioned in paragraph 1, except the fund lending is made under paragraph 4 of article 2, shall not exceed 10% of the net worth in the latest financial statement of the Company or subsidiaries when the Company or subsidiaries lend fund to a single enterprise.

Article 10

The subsequent control measures of the loan amount outstanding and the handling procedure for the overdue loan shall be as follows:

After the fund is transferred, the Company shall frequently pay attention to the finance, business and related credit condition, etc. of the borrower and the guarantor. If there is any collateral, attention shall be paid to whether there is any change in the worth of the collateral. If there is major change, which shall report the general manager forthwith and conduct appropriate measurement as instructed.
1. When the loan is expired or the loan is prepaid before expiration, the interest thereof shall be calculated firstly. After interest together with the principal fully paid then the guarantee note shall be cancelled and returned to the borrower and pledge or mortgage on the collateral shall be discharged.
1. When the loan expires, the borrower shall repay the principal and interest forthwith. If the borrower defaults, the Company shall directly dispose the collateral or pursue for repayment against the guarantor according to laws.

Article 11

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 record in details regarding the borrower, lending amount, resolution date made by the Board meeting, funding date and other evaluation items, etc.
1. 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.
1. When there is circumstance change in the Company resulting that the fund lending party becomes unqualified the provisions of this procedure or the balance amount of the loan 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 as to enhance the internal control of the Company.

Section 2

Endorsement and Guarantee for other party

Article 12

For conducting endorsement and/or guarantee by the Company due to business relationship, the endorsement and/or guarantee amount to single party shall not exceed the total amount of transactions dealing between both parties for the latest one year. The definition of the so-called Article 13" transaction amount "shall be the same as Article 6.

Article 14

Total amount of endorsement and/or guarantee by the Company shall be restricted to 150% of the net worth in the latest financial statement.

By the Company to a single enterprise, the ceiling of endorsement and/or guarantee amount shall not be more than 30% of the net worth in the latest financial statement. However, the endorsement and/or guarantee amount provided to the subsidiary which the Company holds more than 50% of voting shares shall not be restricted by the above percentage. Nevertheless, the maximum shall not be more than 150% of the net worth in the latest financial statement.

Total amount of endorsement and/or guarantee by the Company and subsidiaries shall be restricted to 200% of the net worth in the latest financial statement of the Company.

By the Company and subsidiaries to a single enterprise, the ceiling of endorsement and/or guarantee amount shall not be more than 40% of the net worth in the latest financial statement of the Company. However, total endorsement and/or guarantee amount provided to the subsidiary, which the Company holds more than 50% of voting shares, shall not be restricted by the above percentage. Nevertheless, the maximum shall not be more than 200% of the net worth in the latest financial statement of the Company.

Article 15

The procedure of handling the endorsement and/or guarantee by the Company shall be as follows:

The party requesting for endorsement and/or guarantee shall submit application to the Company and the finance department of the Company shall consider its necessity and reasonability. In addition, the department shall conduct credit and risk review and further evaluate the operation risk, financial condition of the Company and the effect on the rights and interests of stockholder, then draft the terms and condition of such proposed endorsement and/or guarantee. If necessary, the Company will request the applicant to provide equivalent amount of guarantee note, guarantor or collateral to register pledge or mortgage.
1. After examination, the finance department will submit the examination opinion together with related information to the Board of Directors (or the Chairman) for resolution (or approval).
1. For endorsement and/or guarantee that is approved by the Board of Directors (or the Chairman), the finance department shall fill in the stamped application with the endorsement and/or guarantee information and the document approved by the Board of Directors (or the Chairman) that will all be submitted to the seal custodian for sealing. If the endorsement and/or guarantee is disapproved, the finance department shall prepare document explaining the reason of not granting the endorsement and/or guarantee that will be sent to the applicant together with related information.
1. After the endorsement 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.

Article 16

The exclusive seal for processing of endorsement and/or guarantee of the Company is the Company seal which has been filed with the Ministry of Economic Affairs. That seal shall be kept by specified person consented by the Board of Directors and any change shall also be approved by the Board of Directors. In addition, the seal can only be applied as per the procedure stipulated in Article 14.

When conducting endorsement and/or guarantee to overseas company, the letter of guarantee issued by the Company shall be executed by the person authorized by the Board of Directors and shall not need to be sealed by the above-mentioned exclusive seal.

Article 17

Any endorsement and/or guarantee processed by the Company shall be conducted upon resolution by the Board of Directors. However, any guarantee amount to a single enterprise is within 5% of the net worth of the Company in the latest financial statement, the Chairman may first decide for its execution and afterwards it shall be submitted to the Board of Directors for pursuing recognition.

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.

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.

Article 18

The internal control on endorsement and/or guarantee by the Company shall be as follows:

1. When conducting endorsement and/or 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, endorsement and/or guarantee date and items that shall be cautiously evaluated based on the provision of Subparagraph 1, Paragraph 1 of Article 14.
1. The internal audit personnel of the Company shall at least once a quarter conduct auditing on the procedure of endorsement and/or guarantee and its ongoing development and a written record shall be prepared. If major violation is discovered, which shall be notified every supervisor in writing immediately.
1. When there is circumstance changed in the Company resulting that the endorsed and/or guaranteed party becomes unqualified the provisions of this procedure or the endorsement/guarantee amount exceeds the 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 19

When the Company is processing endorsement 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 resolved by the Board of Directors and the majority directors shall provide joint guarantee on the 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 period.

When a matter is 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 expresses reservations about any matter, it shall be recorded in the minutes.

Chapter 3 Disclosure of Information

Article 20

Before the 10th day of every month the Company shall publicly announce the balance amount of fund lending, endorsement and/or guarantee of the Company and its subsidiaries for the previous month.

Article 21

When the fund lending of the Company has reached one of the following standards, it shall be reported and publicly announced within two days commencing immediately from the day of occurrence:

When the outstanding balance amount of fund lending of the Company and its subsidiary to other party has reached more than 20% of the net worth of the Company in the latest financial statement.
1. When the outstanding balance amount of fund lending of the Company and its subsidiary to a single enterprise has reached more than 10% of the net worth of the Company in the latest financial statement.
1. When the aggregate amount of newly increased fund lending of the Company or its subsidiary has reached more than NTD10,000,000 and reached more than 2% of the net worth of the Company in the latest financial statement.

Article 22

When the endorsements and/or guarantees of the Company has reached one of the following standards, it shall be reported and publicly announced within two days commencing immediately from the day of occurrence:

1. When the outstanding balance amount of endorsement and/or guarantee of the Company and its subsidiary has reached more than 50% of the net worth of the Company in the latest financial statement.
1. When the outstanding balance amount of endorsement and/or guarantee of the Company and its subsidiary for a single enterprise has reached more than 20% of the net worth of the Company in the latest financial statement.
1. When the outstanding balance amount of endorsement and/or guarantee of the Company and its subsidiary on a single enterprise has reached more than NTD10,000,000, and the outstanding balance amount of total amount of its endorsement and/or guarantee, long-term nature investment and fund lending has reached more than 30% of the net worth of the Company in the latest financial statement.
1. When the aggregate amount of newly increased endorsement and/or guarantee of the Company or its subsidiary has reached more than NTD30,000,000 and reached more than 5% of the net worth of the Company in the latest financial statement.

Article 23

The Company shall evaluate the fund lending and shall make sufficient allowance for doubtful accounts. In addition, the Company shall evaluate or appropriate the contingent loss of endorsement and/or guarantee adequately disclosed in the financial statement and the Company shall provide related information to the CPA for necessary audit procedure.

Chapter 4 Miscellaneous

Article 24

If any subsidiary of the Company intends to lend funds to or make endorsement and/or guarantee for other party, the control procedures adopted by the Company shall be as follows:

1. To order its subsidiary to set up its own "Procedures for Fund Lending, Endorsement and Guarantee" in accordance with relevant guidelines, and carry out auditing in compliance with such relevant guidelines.
1. To order its subsidiary shall follow the Procedures set up by itself when lending funds and making endorsement and/or guarantee.
1. Internal auditors of the Company shall review the auditing report made by the subsidiary.
1. If the fund lending, endorsement and/or guarantee of a subsidiary that is not a domestic public company have reached the standards of public announcement and report, the Company shall do so for its subsidiary.

Article 25

Where anyone in the Company shall have committed in violation of these Procedures, then the Personnel Dept. shall take a discipline action against him/her according to the severity of circumstance.

Article 26

The Company intends to endorse and/or guarantee the subsidiary whose net worth is lower than 50% amount of the total paid-in capital, the criterions of control by the Company are as follows:

The Company shall periodically evaluate the finance, business and related credit condition, etc. of subsidiaries. Furthermore, the Company shall require the subsidiary to submit the means to improve its net worth. And if the net worth of the subsidiary is lower than 50% amount of the total paid-in capital in two successive years, the Company shall submit this circumstance to the Board of

Directors for discussion.

In the case of a subsidiary with shares having no par value or a par value other than NT\$10, for the paid-in capital in the calculation under the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.

Article 27

Upon a resolution passed by the Board of Directors, these Procedures shall be submitted to each supervisor and shall become effective after ratification by the shareholders' meeting. If any director took an objection, and a record or written statement to the effect has to be made, then 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 expresses reservations about any matter, it shall be recorded in the minutes.

The History of "Procedures for Fund Lending, Endorsement and Guarantee"

1. These Procedures were originally adopted on June 20, 2003.
1. The 1st amendment was made on June 12, 2006.
1. The 2nd amendment was made on June 12, 2007.
1. The 3rd amendment was made on June 10, 2009.
1. The 4th amendment was made on June 15, 2010.
1. The 5th amendment was made on June 15, 2011.
1. The 6th amendment was made on June 19, 2013.
1. The 7th amendment was made on June 12, 2014.

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

Shareholdings of Directors and Supervisors

April 30, 2017

Title	Name	Shares held
Chairman	Evergreen Marine Corp. (Taiwan) Ltd. Representative : Hung, Ping-Kun	424,061,830
Director	Chang Yung-Fa Charity Foundation Representative : Ko, Lee-Ching	100,000
Director	Chang Yung-Fa Charity Foundation Representative : Wey, Maw-Jiunn
Director	Evergreen Marine Corp. (Taiwan) Ltd. Representative : Chang, Kao-Hua
Director	Evergreen Marine Corp. (Taiwan) Ltd. Representative : Tai, Jiin-Chyuan	424,061,830
Independent Director	Yu, Fang-Lai
Independent Director	Chang, Ching-Ho	0
Independent Director	Szu, Wen-Chang
	Total	424,161,830
Supervisor	Evergreen International Corp. Representative : Wu, Kuang-Hui
Supervisor	Evergreen International Corp. Representative : Yeh, Jia-Chyuan	90,220,968
	Total	90,220,968

Notes:

1. As of April 30, 2017, the stock stop transferring date for the Company's shareholders' meeting, the total number of shares already issued is 1,067,141,094 shares.
1. All directors' minimum shareholding number is 32,000,000 shares.
1. All supervisors' minimum shareholding number is 3,200,000 shares.

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AI assistant

EITC — AGM Information 2017

52161_rns_2017-07-20_7f6b5532-15ab-4292-be47-27ceb3dbc753.pdf

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

TABLE OF CONTENTS

AGENDA FOR THE MEETING

APPENDIX

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION

2017 Annual General Shareholders' Meeting

I. Report the total number of shares represented at this AGM and announce commencement of the meeting.

II. Chairman's Address.

III.Report Items:

IV. Ratification and Discussion Items

Proposed by the Board of Directors

Resolution:

Proposed by the Board of Directors

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

Description:

Resolution:

Proposed by the Board of Directors

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

Resolution:

Proposed by the Board of Directors

Resolution:

Proposed by the Board of Directors

Resolution:

Proposed by the Board of Directors

Proposed by the Board of Directors

Resolution:

Proposal: Proposal to elect the Directors of the Company.

Description:

Election Results:

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:

VII. Extraordinary Motions

VIII. Meeting Adjournment

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION BUSINESS REPORT OF THE YEAR 2016

1. Business Fulfilment in 2016

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

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

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

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Accuracy of transportation and container yard service revenue

Description

How our audit addressed the matter

Valuation of property, plant and equipment impairment

Description

How our audit addressed the matter

Fair value measurement of investment in unlisted stock without active market

Description

How our audit addressed the matter

Other matter – Parent company only financial reports

Responsibilities of management and those charged with governance for the consolidated financial statements

Auditor's responsibilities for the audit of the consolidated financial statements

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

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

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

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

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

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Accuracy of transportation and container yard service revenue

Description

How our audit addressed the matter

Subsidiaries/investments accounted for using equity method- valuation of property, plant and equipment impairment

Description

Fair value measurement of investment in unlisted stock without active market

Description

How our audit addressed the matter

Responsibilities of management and those charged with governance for the financial statements

Auditor's responsibilities for the audit of the financial statements

EVERGREEN INTERNATIONAL STORAGE & TRANSPORT CORPORATION 2016 PROFIT ALLOCATION PROPOSAL

EITC AGM Information 2017

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

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)

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

EVERGREEN INTERNATIONAL STORAGE AND TRANSPORT CORPORATION
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)