EVAAIR - AGM Information 2021 | FinancialReports.eu

Stock Code ： 2618

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EVA Airways Corporation

2021 Annual General Shareholders’ Meeting

Meeting Handbook

June 18, 2021

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2021 ANNUAL SHAREHOLDERS’ MEETING (THE “HANDBOOK”) OF EVA AIRWAYS 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

I.	Report the total number of shares represented at this AGM and
	announce commencement of the meeting ......................................... 1
II.	Chairman’s Address .......................................................................... 1
III.	Report Items ...................................................................................... 1
IV.	Ratification and Discussion Items ..................................................... 2
V.	Extraordinary Motions ....................................................................... 5
VI.	Meeting Adjournment ....................................................................... 5
APPENDICES
․Articles of Incorporation ................................................................... 39
․Rules and Procedures of Shareholders’ Meeting .............................. 47
․Shareholdings of Directors ................................................................ 52

EVA Airways Corporation

2021 Annual General Shareholders’ Meeting

Meeting Time: 9:00 AM on June 18 (Friday), 2021

Meeting Location: Conference Hall on the 17th floor

EVA AIRWAYS CORPORATION

No.376, Sec.1, Hsin-Nan Road, Luchu District, Taoyuan City, Taiwan

Attendance: There are ___ shares representing shareholders attending, reaching % of 5,030,220,875 shares total issued by the Company.

Chairman: Lin, Bou-Shiu, 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 2020 (Handbook pages 6-10).

B. Audit Committee’s Review Report of the year 2020 (Handbook page 30).
C. Report of not setting aside the 2020 Employees’ Compensation and Directors’ Remuneration: Since there was no profit in the year 2020, the Company does not set aside the 2020 Employees’ Compensation and Directors’ Remuneration pursuant to the Article 26 of the Articles of Incorporation.

D. Corporate Bond Report:

In order to obtain long-term operation capital and reinforce the financial structure of the Company, the Board Meeting resolved to issue the 4[th] Domestic Unsecured Convertible Bond. The Corporate Bond was issued with total amount of par value NT$3,000,000,000, period of 5 years, and Coupon rate of 0%. The registration of Corporate Bond issuance has

become effective after being approved by Financial Supervisory Commission R.O.C (Taiwan) (hereinafter, “FSC”) and has completed listing and trading on Taipei Exchange dated October 21, 2020. As of April 20, 2021, the date of suspension of bond transfer, the 4[th] Domestic Unsecured Convertible Bond amounts to NT$1,962,700,000 has been converted into 175,240,941 common shares. The current conversion price is NT$11.2.

IV. Ratification and Discussion Items

Proposed by the Board of Directors

Proposal 1: Ratification of the 2020 Business Report and Audited Financial Report (Handbook pages 6-28). Please ratify.

Description: The 2020 Financial Report of the Company has been audited by Mr. Tang, Chia-Chien and Mr. Su, Yen-Ta, the CPA of KPMG Taiwan.

Resolution:

Proposed by the Board of Directors Proposal 2: Ratification of 2020 earnings distribution (Handbook page 29). Please ratify.

Description: Since there was no profit in the year 2020 and based on the principle of stabilization for sustainable management of the Company, it is proposed to reserve all appropriable earnings to meet future needs and not to allocate dividends.

Resolution:

Proposed by the Board of Directors

Proposal 3: Proposal to amend the “Rules and Procedures of Shareholders’ Meeting”. Amendments shown in a comparison table on the Handbook (Handbook pages 31-35). Please discuss.
Description: In order to improve corporate governance and fairness of every shareholder’s participation in shareholders’ meeting of the Company, it is proposed to amend the “Rules for Procedure of the Shareholders’

Meeting”. The amendments are made with reference to actual operation procedures of the Company and the following regulations:

The “Sample Template for ○○ Co., Ltd. Rules of Procedure for Shareholders Meetings” amended and announced per Public Announcement No. Taiwan-Stock-Governance-1100001446 by Taiwan Stock Exchange Corporation on January 28, 2021; and
The letter in No. Ching-Shang-Tze-10402404570 announced by Ministry of Economic Affairs on March 10, 2015.

Resolution:

Proposed by the Board of Directors

Proposal 4: Proposal to amend the Company’s “Articles of Incorporation”. Amendments shown in a comparison table on the Handbook (Handbook pages 36-38). Please discuss.

Description: Highlights of the amendments are as below:

In order to sell medical devices (for example: ear thermometer, wrist sphygmomanometer) on the Company’s duty free sales and Home Delivery Shopping, it is proposed to amend Article 2 of activities the Company may engage, adding subparagraph 3 “F108031Wholesale of Medical Devices” and subparagraph 4 “F208031Retail Sale of Medical Apparatus”.
According to the Order No. Financial-Supervisory-SecuritiesCorporate-1090150022 issued by FSC on March 31, 2021, when a public company has a distributable surplus for the net value of other deductions from equity accrued from prior years, the same amount thereof shall be set aside for special surplus reserve from retained earnings accrued from prior years. If the special surplus reserve is still insufficient, the amount from the net income after taxes for the current period, plus the items, other than the net income after taxes for the current period, shall be included in the amount of retained earnings for the current period to be set aside for such a purpose, which shall also be stipulated in the dividend

policy of the Company’s Articles of Incorporation.

Based on the principle of conservativeness and stability, it is proposed to add Paragraph 2 of Article 26-1 in accordance with the aforementioned Order; the original Paragraph 2 is adjusted to Paragraph 3, and the text is revised.

Resolution:

Proposed by the Board of Directors

Proposal 5: Proposal to release of Evergreen Aviation Technologies Corporation stock. Please discuss.

Description:

The Company’s subsidiary, Evergreen Aviation Technologies Corporation (hereinafter “EGAT”), has planned to apply for IPO in order to increase the liquidity of its stocks, reasonably reflect the value of equity, and expand future financing resources, so as to strengthen corporate governance and achieve the goal of sustainable development.
To comply with the provisions of subparagraph 11, paragraph 1, article 9 and subparagraph 3&6, paragraph 1, article 19 of the “Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings”, before IPO of EGAT, the total number of EGAT shares held by the Company and all of the its subsidiaries and related parties shall not exceed 70%. Accordingly, it is proposed to release EGAT shares while maintaining control power over EGAT (holding 50% or more than 50% of EGAT shares). In addition, to comply with the IPO regulations for EGAT, the release of EGAT shares shall conducted in a manner the Company’s shareholders should have pre-emptive subscription rights .
The shareholders of the Company having pre-emptive subscription rights shall be those recorded in the roster of shareholders on the latest

book closure date after the annual general shareholders’ meeting. For the purpose of EGAT’s future operational development, attraction and retention of professionals for improving business performance, the number of shares of subscription not fully subscribed by shareholders of the Company shall be purchased by the specific persons designated by the Chairman. Those who will be EGAT’s employees, affiliated companies and their employees, strategic investors or financial investors who will contribute to EGAT's operation and development in the future.

The price of shares for releasing shall not be lower than the net value per share of the latest financial statement of EGAT audited or reviewed by CPA, and an independent expert shall be engaged to give an opinion on the reasonableness of the price.
It’s proposed to authorized the Board of the Company to resolve the actual number of shares for releasing , the price and other related matters according to the market conditions and the operating conditions of EGAT. And the Board should handle the process in accordance with “Procedures for Acquiring and Disposing of Assets” of the Company.

Resolution:

V. Extraordinary Motions

VI. Meeting Adjournment

EVA AIRWAYS CORPORATION

BUSINESS REPORT OF THE YEAR 2020

In 2020, the operation of the global aviation industry has encountered severe challenges due to the impact of the COVID-19 pandemic. Travel restrictions, border controls and quarantine regulations are implemented around the world, resulting in drastic decline in passenger demand. Cargo was affected by the suspension of a large number of passenger flights, leading to imbalanced supply and demand for cargo capacity and boost in cargo volume and rate. Nevertheless, the increase in cargo revenue still unable to make up for the loss in passenger revenue, making the overall revenue to drop substantially. In 2020, the annual revenue of EVA Airways was NT$79.6 billion, with passenger revenue of NT$24.5 billion, and a record-high cargo revenue of NT$50 billion.

2020 Results

◼ Passenger revenue was NT$24.5 billion, a decrease of NT$76.1 billion compared with 2019 or an annual drop of 76%

The number of passengers in 2020 was 2.33 million people or a decline of 81.8%, giving a passenger load factor of 51.4% and the yield increased by 10.7%. Before the outbreak of the COVID-19 pandemic, passenger revenue performed well. In January, passenger revenue increased by 15% YoY. However, as the epidemic spread, countries around the world implemented strict quarantine and border control measures, causing passenger demand to fall sharply and a drastic decline in passenger revenue. During the epidemic prevention period, EVA Airways fully cooperated with the government's epidemic prevention policies, maintaining only the essential routes to fulfill the traveling needs of people returning to/departing from Taiwan. Moreover, EVA Airways also adjusted the in-flight services, implemented safe traveling plan, and promoted automatic flight check-in service to increase the confidence of passengers in taking the flight.

◼ Cargo revenue was NT$50 billion, an increase of NT$24.6 billion compared with 2019 or an annual increase of 97%

The cargo we carried was 700 thousand tons in 2020 an annual increase of 15.3%, the cargo load factor was 87.7% and the yield increased by 74.6%. In response to the imbalance of market supply and demand, in addition to maximize the utilization of air freighters, measures such as fully utilize the belly capacity of passenger aircraft, deploying passenger aircraft on freighter destinations, loading cargo on passenger cabin seats, carrying cargo in the passenger cabin by removing the seats, etc. were implemented to reduce the impact of the epidemic on the overall revenue.

◼ Optimize fleet composition, with a total of 87 aircraft

EVA Airways operated 87 aircraft by the end of 2020, including 82 passenger aircraft and 5 freighters. Two new Boeing 787-10s were delivered throughout the year. In response to COVID-19 impact and market changes, we continued to optimize fleet and flight network, EVA Airways has reached agreement with Boeing to reshuffle seven of the 787-10s yet to be delivered to four 787-9s and three 777 freighters.

Aircraft Type	Quantity
777-300ER	34
A330-300	9
A330-200	3
A321-200	24
ATR72-600	2
777F (Freighter)	5
787-9	4
787-10	6
Total	87

◼ Create diversified income and strive for cost-effectiveness

Rolling out flights-to-nowhere, experiencing camps for crews and chefs, customized services such as blocked extra seats, blocked zones, blocked cabins and charters, and the promotion of EVA SKY SHOP to increase revenue. Furthermore, to reduce the operation cost, EVA Airways has negotiated with airports around the world to lower the operating expenses, applied for relevant salary relief subsidies, negotiated with suppliers to reduce contract prices and adjust preferential payment terms, suspended non-essential system development, equipment procurement and repairing projects, and suspended non-essential commercial campaign and sponsorship activities.

◼ Affiliated companies

EVA Airways has invested in 11 affiliates including Evergreen Aviation Technologies Corporation, Evergreen Sky Catering Corporation, Evergreen Airline Services Corporation, Evergreen Air Cargo Services Corporation and EVA Flight Training Academy, etc. These companies construct a complete downstream aviation service network and upstream supply chain. The annual investment income was NT$0.8 billion in 2020.

Results vs. Projections

EVA Airways and subsidiaries estimated total consolidated operating revenue of NT$163.06 billion for 2020 and actually achieved NT$89.05 billion, surpassing our goal with 54.61%. Expected net profit before taxes was NT$9.64 billion and actual loss before taxes amounted to NT$4.32 billion.

Analysis of Financial Results and Profitability

EVA Airways and subsidiaries reported consolidated operating revenue of NT$89.05 billion for 2020, a 50.9% decrease over the previous year. Consolidated operating expense was NT$89.88 billion, a 47.7% decrease over the previous year.

Profitability analysis (consolidated) :

Return on assets: 0.2%

Return on equity: -4.2%

Profit margin: -3.7% Loss per share: NT$0.69

Research and Development

In response to the trend of mobile technologies and to meet the diverse needs of passengers, EVA Airways has completed the renovation of our official website. We created an optimal cross-device visual interface for our passengers to enjoy their traveling experience at every moment of their journey with these delicate and well-designed digital services.
To comply with the New Distribution Capability (NDC) standard promoted by the International Air Transport Association (IATA) in recent years, EVA Airways has established the NDC function that integrates with the passenger reservation system to provide customers with instant and diversified high-quality products and services.
Since the cross-industry cooperation partners of the Infinity MileageLands of EVA Airways continue to increase, including hotel/car rental, banking and insurance businesses, to speed up the preparation time for the cooperation between the parties involved and shorten the development time for adjusting the program of each new cooperation project, a cross-industry cooperation platform module was constructed in 2020 to set business rules based on the Rule Engine approach. Once the platform module is online, cooperation between the two parties can be carried out.
EVA Airways has improved its capability of information security governance and cyber defense conducted in 2020. Focused on reinforce security control mechanism and the protection of payment card transaction-related applications and the cardholder data. Meanwhile, the company has enhanced the resilient information security practice, to aim precisely prevent and predict, immediately detect, and quickly respond to a security incident before, during, and after the incident.

In response to the growth of e-commerce and mail order demand and to get a hold on the real-time air freight rates as well as the changes in mail volume, EVA Airways has completed the development of the freight and mailbag rate management system, which can flexibly and efficiently adjust the flight cabin and airmail rates, improving management efficiency to maximize the profit.
In response to the development trend of mobile technologies and to meet the diverse needs of air freight forwarders, EVA Airways has completed the revision of its website for freight services, which is designed based on user experience. The website incorporated traffic data analysis and utilized customer experience to create an optimized cross-device visual interface, providing air freight forwarders instant, convenient and comprehensive digital services.
To effectively predict the in-flight fuel, formulate fuel strategy, monitor changes in aircraft performance, analyze the best route, improve crew training, and gain insight into flight safety factors, the QAR datalake and the QAR big data analysis platform were completed in this project. Under the optimization of system performance and maintenance costs, the voyage history can be completely retained, and the QAR big data storage capacity was expanded. The big data analysis technology is effectively used to successfully promote the development of aircraft-related business.
To improve the overall network service, quality and management, EVA Airways completed the implementation of a new generation core network. The new network is design with the goal of achieving centralized network management, optimized cable management, enhanced network redundancy and stability and also network security, while proving high-speed network service.
EVA Airways designed and implemented the next generation intelligent wireless management platform, built with multiple wireless network redundancy, as well as integrating multiple wireless software and hardware management solutions, in order to improve the internal and guest wireless network needs of the company, while achieving the goal of improving centralized management, and wireless network stability and security.

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Independent Auditors’ Report

To the Board of Directors of EVA Airways Corp.:

Opinion

We have audited the consolidated financial statements of EVA Airways Corp. and subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity and 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 of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in 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 of 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, and we do not provide a separate opinion on these matters.

－
1. Contract liabilities mileage redemption revenue

Please refer to note 4(q) “Revenue recognition”, note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and note 6(x) “Revenue from contracts with customers” of the consolidated financial statements.

Description of key audit matter:

The member who joins the “Infinity MileageLands” (“the Program”) can earn mileage by flying any of the EVA Airways Corp.’ s flights or through other consumption. Contract liabilities will be converted into revenues when the member actually redeems the mileage or it is expected that the right is probable not to be redeemed.

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The Group maintains information technology systems in order to calculate its mileage redemption revenue. And the Group also uses the systems to estimate the unit fair value of the mileage. Therefore, the cut off test － of contract liabilities mileage redemption revenue is one of the key judgmental areas for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: testing the design and implementation of the relevant controls over the mileage redemption revenue systems related to the Program; engaging the internal specialist to assess the quantity of the mileage, fair value of the redemption of the Program and the historical redemption probability of the Program to examine the unit fair value of the mileage for verifying the accuracy of recognition of the － contract liabilities mileage redemption revenue.

Impairment of long-term non-financial assets

Please refer to note 4(n) “Impairment of non-financial assets ”, note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and note 6(k) “Property, plant and equipment” of the consolidated financial statements.

Description of key audit matter:

The Group periodically assesses for any indication of impairment on its long-term non-financial assets. If any indication thereof exists with long-term non-financial assets, the Group should estimate the recoverable amount for the assets’ cash-generating unit. The calculation for the assets’ cash-generating unit involved several assumptions and estimations made by the management. Therefore, the impairment test of long-term non-financial assets is one of the key judgmental areas for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: Assessing the method used in measuring the recoverable amount, which is provided by the management of the Group, including evaluating the appropriateness of assumption and estimation on major parameters, such as the forecast of cash flow and discount rate; comparing with the historical accuracy of judgments, including inspecting the amount of forecast of cash flow in prior year and with reference to actual cash flow to evaluate the appropriateness of the assumptions, as well as performing the sensitivity analysis on major assumption.

Other Matter

EVA Airways Corp. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion.

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

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

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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.
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 estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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.
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.

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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 auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chia-Chien Tang and Yen-Ta Su.

KPMG

Taipei, Taiwan (Republic of China) March 22, 2021

Notes to Readers

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

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) Telephone + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet home.kpmg/tw

Independent Auditors� Report

To the Board of Directors of EVA Airways Corp.:

Opinion

We have audited the parent-company-only financial statements of EVA Airways Corp. (�the Company�), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors� Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in 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 of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements 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, and we do not provide a separate opinion on these matters.

Contract liabilities mileage redemption revenue

Please refer to note 4(q) �Revenue recognition�, note 5 �Significant accounting assumptions and judgments, and major sources of estimation uncertainty�, and note 6(w) �Revenue from contracts with customers� of the financial statements.

Description of key audit matter:

The member who joins the �Infinity MileageLands� (�the Program�) can earn mileage by flying any of the Company�s flights or through other consumption. Contract liabilities will be converted into revenues when the member actually redeems the mileage or it is expected that the right is probable not to be redeemed.

The Company maintains information technology systems in order to calculate its mileage redemption revenue. And the Company also uses the systems to estimate the unit fair value of the mileage. Therefore, the cut off test of contract liabilities mileage redemption revenue is one of the key judgmental areas for our audit.

How the matter was addressed in our audit:

Impairment of long-term non-financial assets

Please refer to note 4(n) �Impairment of non-financial assets �, note 5 �Significant accounting assumptions and judgments, and major sources of estimation uncertainty�, and note 6(j) �Property, plant and equipment� of the financial statements.

Description of key audit matter:

The Company periodically assesses for any indication of impairment on its long-term non-financial assets. If any indication thereof exists with long-term non-financial assets, the Company should estimate the recoverable amount for the assets� cash-generating unit. The calculation for the assets� cash-generating unit involved several assumptions and estimations made by the management. Therefore, the impairment test of long-term non-financial assets is one of the key judgmental areas for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: Assessing the method used in measuring the recoverable amount, which is provided by the management of the Company, including evaluating the appropriateness of assumption and estimation on major parameters, such as the forecast of cash flow and discount rate; comparing with the historical accuracy of judgments, including inspecting the amount of forecast of cash flow in prior year and with reference to actual cash flow to evaluate the appropriateness of the assumptions, as well as performing the sensitivity analysis on major assumption.

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

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

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company�s financial reporting process.

Auditors� Responsibilities for the Audit of the Financial Statements

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

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.
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 estimates and related disclosures made by management.
Conclude on the appropriateness of management�s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company�s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors� report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors� report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion of the Company.

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 auditors� report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors� report are Chia-Chien Tang and Yen-Ta Su.

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KPMG

Taipei, Taiwan (Republic of China) March 22, 2021

Notes to Readers

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

EVA AIRWAYS CORPORATION

2020 Profit Allocation Proposal

Unit: NT$

		Unit: NT$	Unit: NT$
Item		Amount
Unappropriated Retained Earnings at the Beginning of the Year Add: Actuarial Income of 2020 Subtract: Net Loss of 2020 Retained Earnings Available for Distribution as of December 31, 2020 Distribution Item: Dividends of Ordinary Shares Unappropriated Retained Earnings at the End of the Year		284,921,507 (3,361,639,082) 0	$8,329,853,055 (3,076,717,575) 5,253,135,480 0 $5,253,135,480

Audit Committee’s Review Report

TO：2021 Annual General Shareholders’ Meeting

EVA Airways Corporation (EVA)

The Board of Directors has prepared the Company’s 2020 business report, financial report, and proposal for distribution of earnings. The CPA firm of KPMG, Taiwan has audited the financial report and issued the audit report.

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

EVA Airways Corporation

Convener of the Audit Committee: Hsu, Shun-Hsiung

March 22, 2021

EVA AIRWAYS CORPORATION

Comparison Table for Rules and Procedures of Shareholders’ Meeting Before and After Amendments

	After amendment		Before amendment	Reason for amendment
	Article 2 Shareholders in these Rules refer to shareholders themselves or their designated proxies attending the Meeting. The number of representatives appointed by any juristic person shareholders attending the shareholders’meeting shall not exceed the total number of the Company’s Directors of the current term. Any juristic person designated as proxy by shareholders to be present at the Meeting may appoint only one representative to attend the Meeting.		Article 2 Shareholders in these Rules refer to shareholders themselves or their designated proxies attending the Meeting. Any juristic person designated as proxy by shareholders to be present at the Meeting may appoint only one representative to attend the Meeting.	1. Paragraph 2 of this Article is added in reference to the letter No. Ching- Shang-Tze-10402404570 promulgated by Ministry of Economic Affairs on March 10, 2015, which stated that a company may specify the limit on the number of representatives of any juristic person shareholders attending the shareholders’ meeting. 2. The order of paragraphs is rearranged.
	Article 3 Shareholders attending the Meeting shall bring an attendance card and identification document.The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders. The attendance of the Meeting shall be calculated based on shares.		Article 3 Shareholders attending the Meeting shall bring an attendance card, and submit it for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders. The attendance of the Meeting shall be calculated based on shares.	1. In compliance with practical operation for handling shareholder attendance registration, Paragraph 1 is amended. 2. Paragraph 2 of Article 9 of “Sample Template for○○Co., Ltd. Rules of Procedure for Shareholders Meetings” (hereinafter referred to as“ TSE Sample”) promulgated by Taiwan Stock Exchange Corporation on January

After amendment	Before amendment	Reason for amendment
The Company shall announce the number of non-voting shares, the number of shares in attendance and other relevant information.		28, 2021, which stated that the chairman shall call meeting to order and announce the number of non-voting shares when the Shareholders Meeting commenced, the number of shares in attendance and other relevant information at shareholders’ meeting. Referring to the regulation mentioned above and practical operation of the Company, Paragraph 3 of this Article is added to specify the Company shall announce the number of non-voting shares, the number of shares in attendance and other relevant information at a shareholders’ meeting.
information.
Article 12 The resolution shall bevoted on by casting ballots, and the chairman shall decide all voting (including the election votes) to be conducted separately or at the meantime.	Article 12 The resolution shall bedeemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman and the resolution is passed by applause. If there is objection, the resolution should be voted by casting ballots.	Since the Company has adopted electronic voting in Shareholders’ Meeting, the resolutions at Shareholders’ Meetings are all voted on by casting ballots. Therefore, this article is amended to stipulate clearly that the resolutions shall be passed by casting ballots.

After amendment	Before amendment	Reason for amendment	Reason for amendment
Article 14 Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion,propose that votes be madeand arrange adequate voting time.	Article 14 Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussionandpropose that votes be made.	This Article is amended in reference with the paragraph 4 of Article 10 of “TSE Sample”, which stated that “… the chairman shall arrange adequate voting time”.
Article 16 The election of directors at a shareholders’ meeting shall be held in accordance with “Regulations for Electing Directors” of the Company.		1. 2.	Newly added Article. This article is added to specify the procedures and relevant matters of election of directors shall be proceeded in accordance with “Regulations for Electing Directors” of the Company.
Article 17 The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded.	Article 16 The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded.	1. The order of this Article is rearranged. 2. The Chinese wording “recorded” is amended while the English wording remains unchanged.
Article 18 The process of the meeting shall be fully recorded via audio or video recording, and retained for at least one (1) year. However, if any shareholder files a lawsuit	Article 17 The process of the meeting shall be fully recorded via audio or video recording, and retained for at least one (1) year.	1. The order of this article is rearranged. 2. The proviso of Paragraph 1 of this article is added in compliance with Paragraph 2 of Article 8 of “TSE Sample”,which

	After amendment		Before amendment	Reason for amendment
	pursuant to Article 189 of the Company Act, the audio or video recording shall be retained until the final conclusion of the lawsuit.		Logistics staff and disciplinary officers (including security guards) assisting the Meeting shall wear badge or armband for identification purpose.	stated that if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the audio or video recording of the entire proceedings of the shareholders’ meeting shall be retained until the final conclusion of the lawsuit. 3. For arranging the order of articles appropriately, the original Paragraph 2 of this Article is shifted to the amended Paragraph 1 of Article 19.
	Article 19 Logistics staff and disciplinary personnel(including security guards) assisting the Meeting shall wear badge or armband for identification purpose. The chairman may command the disciplinary personnel (or security guards) to help safeguard the order of the meeting site. Shareholders who violate these Rules and Proceduresand defy the chairman’s correction, or obstruct the proceeding of the meeting and refuse to stop, the chairman may direct the disciplinary personnel		Article 18 The chairman may command the disciplinary personnel (or security guards) to help safeguard the order of the meeting site.	1. The order of this Article is rearranged. 2. For arranging the order of articles appropriately, the original Paragraph 2 of Article 17 is shifted to the Paragraph 1 of this Article and the order of the paragraphs is rearranged. 3. Paragraph 4 of Article 17 of “TSE Sample”, which stated that when a shareholder violates the rules of procedure and defies the chair's correction, or obstructing the proceedings and

After amendment	Before amendment	Reason for amendment	Reason for amendment
(including security guards) to escort the shareholder off the meeting.		refusing to heed calls to stop, the chair may direct the pickets to escort the shareholder from the meeting. Referring to the regulation mentioned above, Paragraph 3 of this Article is added.
Article 20 These Rules and Procedures shall be effective from the date it is approved by the Shareholders’ Meeting. The same applies in case of revision.	Article 19 These Rules and Procedures shall be effective from the date it is approved by the Shareholders’ Meeting. The same applies in case of revision.	1. The order of this Article is rearranged. 2. The Chinese wording “effective” is amended while the English wording remains unchanged.
	Article 20 These Regulations were enacted on September 21, 1991. The 1st amendment was made on May 6, 1998. The 2nd amendment was made on June 18, 2002. The 3rd amendment was made on June 14, 2006. The 4th amendment was made on June 16, 2009. The 5th amendment was made on June 21, 2012.	1. 2.	Delete this Article. Considering the history of the Rules is not the necessary content of Article, it is proposed to delete it and record it separately.

EVA AIRWAYS CORPORATION

Comparison Table for the Articles of Incorporation Before and After Amendments

	After amendment		Before amendment	Reason for amendment
	Article 2 The Company may engage in the following activities: 1. G501011 Civil Aviation Transportation; 2. G502011 Aviation; 3. F108031Wholesale of Medical Devices; 4. F208031Retail Sale of Medical Apparatus; 5.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.		Article 2 The Company may engage in the following activities: 1. G501011 Civil Aviation Transportation; 2. G502011 Aviation; 3.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	1. In order to sell medical devices (for example: ear thermometer, wrist sphygmomanometer) on the Company’s duty free sales and Home Delivery Shopping, subparagraph 3 “F108031 Wholesale of Medical Devices” and subparagraph 4 “F208031 Retail Sale of Medical Apparatus” are added. 2. The order of subparagraphs is rearranged.
	Article 26-1 If the Company reports a surplus at the year end, after clearing taxes, the Company shall first offset accumulated losses (if any), then set aside 10% of the balance as the statutory surplus reserve, and set aside or reverse special surplus reserve per the provisions. After that, the Board of Directors shall propose a surplus distribution plan of the balanceplus the		Article 26-1 If the Company reports a surplus at the year end, after clearing taxes, the Company shall first offset accumulated losses (if any), then set aside 10% of the balance as the statutory surplus reserve, and set aside or reverse special surplus reserve per the provisions. After that, the Board of Directors shall propose a surplus distribution plan of the balanceplus the	1. According to the Order No. Financial- Supervisory-Securities- Corporate-1090150022 issued by the Financial Supervisory Commission on March 31, 2021 stating that: “...When a public company has a distributable surplus, it shall set aside the special surplus reserve without distribution of the surplus in accordance with the

After amendment	Before amendment	Reason for amendment
retained earnings accrued from prior years, submit the distribution plan to the shareholders’ meeting for approval, and then distribute it. The dividends can be distributed wholly or partly in cash only after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two- thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. Where the special surplus reserve set aside in the preceding paragraph belongs to a part not fully set aside accrued from prior years, the same amount thereof shall be set aside for the special surplus reserve from the retained earnings accrued from prior years. If the special surplus reserve is still insufficient, the amount from the net income after taxes for the current period plus the items other than the net income after taxes for the current period shall be included in the amount of the retained earnings for the current period to be set aside for such a purpose.	retained earnings accrued from prior years, submit the distribution plan to the shareholders’ meeting for approval, and then distribute it. The dividends can be distributed wholly or partly in cash only after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two- thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. The dividends shall be distributed in the combination of cash and stocks, provided thatcash dividends shall not be less than 10% of the total amount of dividends.	following methods: …2. For the net value of other deductions from equity accrued from prior years, the special surplus reserve shall be set aside without distribution of the surplus by selecting one of the following methods: ... (2) The same amount thereof shall be set aside for the special surplus reserve from the retained earnings from prior years. If the special surplus reserve is still insufficient, the amount from the net income after taxes for the current period, plus the items, other than the net income after taxes for the current period, shall be included in the amount of the retained earnings for the current period to be set aside for such a purpose, which shall also be stipulated in the dividend policy of the Company’s “Articles of Incorporation.”; it is to add Paragraph 2 of this article in consideration of the foregoing interpretive order. 2. The order of paragraphs is rearranged and text
retained earnings current period to be
for such a purpose.

After amendment	Before amendment Reason for amendment	Before amendment Reason for amendment
The dividends may be distributedeither in full in cash, or in the combination of cash and stocks, howeverthe cash dividends shall not be less than 10% of the total amount of dividends.	revisions.
Article 29 These Articles where originally established on March 31, 1989;…… The 30th amendment was made on May 27, 2020; and The 31st amendment is made on June 18, 2021.	Article 29 These Articles where originally established on March 31, 1989; …… The 30th amendment was made on May 27, 2020.	Add the amended date.
on June 18, 2021.

EVA AIRWAYS 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 長榮航空股份有限公司 in Chinese and EVA AIRWAYS CORPORATION in English.

Article 2

The Company may engage in the following activities:

G501011 Civil Aviation Transportation;
G502011 Aviation;
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, Taiwan, 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$70,000,000,000 divided into 7,000,000,000 shares at NT$10 each. The Board of Directors is hereby authorized to issue the unissued shares in installments.

Article 6

Shares issued by the Company may be exempted from printing of share certificates. However, it 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;

The Annual General Meeting shall be duly held within six (6) months after the end of each fiscal year of the Company;
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 AND MANAGERS

Article 15

The Company shall have 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 Company Act. The 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.

The total number of shares that should be held by all preceding Directors 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 three(3) Independent Directors, and one of them shall be an Independent Director Undertaking Public Welfare.

The Independent Directors, Independent Directors Undertaking Public Welfare 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.

Besides the preceding paragraph, the Independent Directors Undertaking Public Welfare shall be governed by “Regulations Governing Compliance Matters for Civil Air Transport Enterprise to Appoint Independent Directors Undertaking Public Welfare”.

Article 16

The Directors shall be elected at the Shareholders’ Meeting and they are selected due to their competence and disposing capacity. They shall have a three-year term of office and are eligible for re-election. The Independent Directors Undertaking Public Welfare are only eligible for two re-elections.

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 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, 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 or the number of Independent Directors Undertaking Public Welfare is less than one, 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 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 Company shall establish the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The exercise of power and others of the Audit Committee and its members shall be in accordance with the Securities and Exchange Act and the relevant laws and regulations.

Article 23

The compensation of the Directors (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 to raise awareness of corporate governance, the Company may take out liability insurance for all Directors 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 and submit the following reports to the Annual General Meeting of the Shareholders for approval according to legal procedures:

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

Article 26

If the Company makes profit in a fiscal year, employees’ compensation, no less than 1% of the profit, and directors’ remuneration, no more than 2% of the profit, shall be set aside. However, in case the Company has accumulated losses, the Company shall reserve an amount to offset accumulated losses beforehand. The employees’ compensation and directors’ remuneration shall be set aside afterwards according to the principles mentioned above.

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

The profit in item 1 refers to profit before tax without deducting employees’ compensation and directors’ remuneration.

The amount of employees’ compensation and directors’ remuneration as well as the payment method of employees’ compensation shall be determined by a resolution adopted by a majority vote at a board of directors’ meeting attended by two-thirds or more of the directors and be reported at a shareholders’ meeting.

Article 26-1

If the Company reports a surplus at the year end, after clearing taxes, the Company shall first offset accumulated losses (if any), then set aside 10% of the balance as the statutory surplus reserve, and set aside or reverse special surplus reserve per the provisions. After that, the Board of Directors shall propose a surplus distribution plan of the balance plus the retained earnings accrued from prior years, submit the distribution plan to the shareholders’ meeting for approval, and then distribute it. The dividends can be distributed wholly or partly in cash only after a resolution has been

adopted by a majority vote at a meeting of the board of directors attended by twothirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

The dividends shall be distributed in the combination of cash and stocks, provided that cash dividends shall not be less than 10% of the total amount of dividends.

Article 26-2

As per Article 241 of Company Act, the Company may distribute its legal reserve and capital reserve, in whole or in part, by issuing new shares which shall be distributable as dividend shares or by cash to its original shareholders in proportion to the number of shares being held by each of them. The distribution can be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

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 March 31, 1989; The 1st amendment was made on February 14, 1990; The 2nd amendment was made on August 15, 1990; The 3rd amendment was made on January 2, 1991; The 4th amendment was made on September 21, 1991; The 5th amendment was made on March 7, 1992; The 6th amendment was made on May 2, 1992; The 7th amendment was made on April 30, 1993; The 8th amendment was made on March 19, 1994; The 9th amendment was made on July 12, 1994; The 10th amendment was made on June 8, 1995; The 11th amendment was made on June 8, 1995; The 12th amendment was made on March 21, 1996; The 13th amendment was made on March 31, 1997;

The 14th amendment was made on May 6, 1998; The 15th amendment was made on June 8, 1999; The 16th amendment was made on April 29, 2000; The 17th amendment was made on April 19, 2001; The 18th amendment was made on June 18, 2002; The 19th amendment was made on June 18, 2002; The 20th amendment was made on June 15, 2004; The 21st amendment was made on June 16, 2005; The 22nd amendment was made on June 14, 2006;

The 23rd amendment was made on June 10, 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 24th amendment was made on June 21, 2012;

The 25th amendment was made on June 24, 2013. The 26th amendment was made on June 16, 2015. The 27th amendment was made on June 24, 2016. The 28th amendment was made on June 26, 2017. The 29th amendment was made on June 24, 2019. The 30th amendment was made on May 27, 2020.

EVA AIRWAYS CORPORATION Chairman Lin, Bou-Shiu

EVA AIRWAYS CORPORATION

RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING

Article 1

Shareholders’ Meeting of the Company (the “Meeting”) shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article 2

Shareholders in these Rules refer to shareholders themselves or their designated proxies attending the Meeting.

Any juristic person designated as proxy by shareholders to be present at the Meeting may appoint only one representative to attend the Meeting.

Article 3

Shareholders attending the Meeting shall bring an attendance card, and submit it for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders. The attendance of the Meeting shall be calculated based on shares.

Article 4

The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.

Article 5

Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the majority at the time scheduled for the Meeting, the chairman may postpone the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate.

If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act. If before the end of the Meeting the number of outstanding shares

represented by the shareholders present becomes sufficient to constitute the quorum, the chairman shall submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.

Article 6

The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors.

If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting. If there are more than two persons convening the Meeting, they should select one person to be the chairman.

Article 7

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.

The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the items (including special motions) listed in the agenda are resolved. In the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting. The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.

Article 7-1

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

The proposals submitted by shareholders violating Article 172-1 of the Company Act 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 handbook for shareholders’ meeting proceedings of the Company.

The shareholders’ proposals complying with the Article 172-1 of the Company Act, 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

When a shareholder attending the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder’s number (or the number of the Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

If any shareholder presenting at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise the chairman shall stop such interruption.

Article 9

If a juristic person shareholder designates two or more representatives to attend the Meeting, only one representative is entitled to speak for each discussion item.

When reporting the topic, speech for each shareholder is limited to once, and the speech shall not exceed five minutes for all reporting items.

Unless otherwise permitted by the chairman, each shareholder shall not speak more than two times concerning each motion and each preposition shall not exceed 5 minutes with regard to each proposal listed in ratification and discussion items listed on the agenda, proposals collected during special motion procedure.

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

In case the speech of any shareholder violates the proceeding four provisions, exceeds the scope of the discussion item, or disturbs the order of the meeting, the chairman is entitled to stop the speech of such shareholder.

Article 10

The Company may ask its lawyer, certified public accountant or related person to attend the Meeting. After a shareholder speaks, chairman may answer the question personally or designate the related person to answer the question.

Article 11

Unless otherwise required by the Company Act or the Articles of Incorporation, a resolution of a shareholders’ meeting shall be adopted by a majority of the votes represented by the Shareholders present at the Meeting.

Article 12

The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman and the resolution is passed by applause. If there is objection, the resolution should be voted by casting ballots.

Article 13

If there is an amendment to or a substitute for a proposal of a discussion topic, the chairman shall decide the sequence of voting for the amendment or the substitute, together with the original proposal. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.

Article 14

Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion and propose that votes be made.

Article 15

During the Meeting, the chairman may, at his/her discretion, set time for intermission.

Article 16

The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder.

The result of the votes shall be announced on the spot and recorded.

Article 17

The process of the meeting shall be fully recorded via audio or video recording, and retained for at least one (1) year.

Logistics staff and disciplinary officers (including security guards) assisting the Meeting shall wear badge or armband for identification purpose.

Article 18

The chairman may command the disciplinary personnel (or security guards) to help safeguard the order of the meeting site.

Article 19

These Rules and Procedures shall be effective from the date it is approved by the Shareholders’ Meeting. The same applies in case of revision.

Article 20

These Regulations were enacted on September 21, 1991. The 1st amendment was made on May 6, 1998. The 2nd amendment was made on June 18, 2002. The 3rd amendment was made on June 14, 2006. The 4th amendment was made on June 16, 2009. The 5th amendment was made on June 21, 2012.

EVA AIRWAYS CORPORATION

Shareholdings of Directors

Title	Name	Shares held
Chairman	Evergreen Marine Corp. (Taiwan) Ltd. Representative: Lin, Bou-Shiu	776,541,111
Director	Evergreen Marine Corp. (Taiwan) Ltd. Representative: Chen, Hsien-Hung
Director	Evergreen International Corp. Representative: Ko, Lee-Ching	549,262,304
Director	Evergreen International Corp. Representative: Tai, Jiin- Chyuan
Director	Evergreen Logistics Corp. Representative: Sun, Chia-Ming	100,000
Director	Evergreen Logistics Corp. Representative: Liao, Chi-Wei
Independent Director Undertaking Public Welfare	Chien, You-Hsin	0
Independent Director	Hsu, Shun-Hsiung
Independent Director	Wu, Chung-Pao
Total		1,325,903,415

Notes:

As of April 20, 2021, the book closure date for the Company’s shareholders’ meeting, the total number of shares already issued is 5,030,220,875 shares.
The minimum shareholding required to be held by all directors is 120,000,000 shares.

AI assistant

EVAAIR — AGM Information 2021

52172_rns_2021-08-04_53670ebe-8e48-43c6-9ee7-89035fcaa237.pdf

EVA Airways Corporation

2021 Annual General Shareholders’ Meeting

Meeting Handbook

Table of Contents

AGENDA FOR THE MEETING

EVA Airways Corporation

2021 Annual General Shareholders’ Meeting

III. Report Items:

A. Business Report of the year 2020 (Handbook pages 6-10).

D. Corporate Bond Report:

IV. Ratification and Discussion Items

Proposed by the Board of Directors

Proposal 1: Ratification of the 2020 Business Report and Audited Financial Report (Handbook pages 6-28). Please ratify.

Resolution:

Proposed by the Board of Directors Proposal 2: Ratification of 2020 earnings distribution (Handbook page 29). Please ratify.

Resolution:

Resolution:

Resolution:

Proposed by the Board of Directors

Proposal 5: Proposal to release of Evergreen Aviation Technologies Corporation stock. Please discuss.

Description:

Resolution:

V. Extraordinary Motions

VI. Meeting Adjournment

EVA AIRWAYS CORPORATION

BUSINESS REPORT OF THE YEAR 2020

2020 Results

◼ Passenger revenue was NT$24.5 billion, a decrease of NT$76.1 billion compared with 2019 or an annual drop of 76%

◼ Cargo revenue was NT$50 billion, an increase of NT$24.6 billion compared with 2019 or an annual increase of 97%

◼ Optimize fleet composition, with a total of 87 aircraft

◼ Create diversified income and strive for cost-effectiveness

◼ Affiliated companies

Results vs. Projections

Analysis of Financial Results and Profitability

Profitability analysis (consolidated) :

Research and Development

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

How the matter was addressed in our audit:

Description of key audit matter:

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notes to Readers

Independent Auditors� Report

Opinion

Basis for Opinion

Key Audit Matters

How the matter was addressed in our audit:

Description of key audit matter:

How the matter was addressed in our audit:

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

Auditors� Responsibilities for the Audit of the Financial Statements

Notes to Readers

EVA AIRWAYS CORPORATION

2020 Profit Allocation Proposal

Audit Committee’s Review Report

TO：2021 Annual General Shareholders’ Meeting

EVA Airways Corporation

EVA AIRWAYS CORPORATION

Comparison Table for Rules and Procedures of Shareholders’ Meeting Before and After Amendments

EVA AIRWAYS CORPORATION

Comparison Table for the Articles of Incorporation Before and After Amendments

EVA AIRWAYS CORPORATION

ARTICLES OF INCORPORATION

CHAPTER 1 GENERAL PROVISIONS

Article 1

Article 2

Article 3

Article 4

CHAPTER 2 SHARES

Article 5

Article 6

Article 7

CHAPTER 3 SHAREHOLDERS’ MEETING

EVAAIR AGM Information 2021