KST - AGM Information 2023 | FinancialReports.eu

Stock Code: 3003

K.S. TERMINALS INC.,

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2023 Annual General Shareholders’ Meeting Meeting Handbook

June 9, 2023

Meeting Agenda ---------------------------------------------------------------------- 1 Reports --------------------------------------------------------------------------------- 2 Ratification ---------------------------------------------------------------------------- 3 Extraordinary Motions ------------------------------------------------------------- 3 Attachments I. 2022 Business Report ------------------------------------------------------------- 4 II. Audit Committee’s Review Report ------------------------------------------- 7 III. The CPAs’ Audit Report and the 2022 Parent Company Only and Consolidated Financial Statements ---------------------------------------- 8 IV. Statement of Earnings Distribution ----------------------------------------- 26 V. Articles of Incorporation -------------------------------------------------------- 27 VI. Rules Governing Shareholders’ Meetings---------------------------------- 32 VII. Shareholding of Directors ---------------------------------------------------- 39 VIII. Other Matters ----------------------------------------------------------------- 40

K.S. TERMINALS INC.

2023 Annual General Shareholders’ Meeting Agenda

Date and Time: June 9, 2023 (Friday) 9:00 a.m.

Venue: Meeting Room of the Company’s R&D Building at No. 13, Zhangbin East 3rd Road, Xianxi Township, Changhua County, Taiwan (R.O.C.) (physical shareholders’ meeting)

Meeting Procedure:

One. Call to Order

Two. Chairman’s Opening Speech

Three. Reports

I. 2022 Business Report
II. Audit Committee’s review report on the 2022 financial statements.
III. Remuneration distribution to employees and directors for 2022.
IV. Distribution of cash dividends from earnings in 2022.

Four. Ratification

I. Motion for ratification of the 2022 financial statements.
II. Motion for the 2022 earnings distribution.

Five. Extraordinary Motions

Six. Adjournment

Three. Reports

I. 2022 Business Report Description:
(I) For the 2022 Business Report, please refer to Attachment 1 (p. 4-6 of this Handbook). (II) Please review.
II. Audit Committee’s review report on the 2022 financial statements. Description:
(I) For the Audit Committee’s Review Report, please refer to Attachment 2 (p. 7 of this Handbook).
(II) Please review.
III. Remuneration distribution to employees and directors for 2022. Description:
(I) Information on remuneration to employees and directors stipulated in the Articles of Incorporation:
- If the Company has a profit in the year, it should first set aside no less than 3% as remuneration to employees and no more than 3% as remuneration to directors. However, earnings shall first be used to make up accumulated losses, if any.
(II) Distribution of 2022 remuneration to employees and directors passed by resolution of the Board of Directors is as follows:

Unit: NTD

				Unit: NTD
Distribution Item	Amount of Distribution by Resolution of the Board of Directors (A)	2022 Recognized Expenses and Estimated Amount (B)	Discrepancy (A-B)	Reason for Discrepancy and its Handling
Remuneration to Employees	38,000,000	38,000,000	0	None
Remuneration to Directors	15,000,000	15,000,000	0

(III) Amounts above were distributed in cash.
(IV) Please review.
IV. Distribution of cash dividends from earnings in 2022.
Description:
(I) Under Article 31 of the Company’s Articles of Incorporation, the Board of Directors is authorized to distribute all or part of the dividends or bonuses in cash, which shall be reported at the shareholders’ meeting.
(II) The bonus to shareholders was NTD311,309,780, NTD2 of cash dividends per share. The Chairman has been authorized to set an ex-dividend date and distribution date. Cash dividends are calculated and truncated to the nearest NTD1. Fractions that do not amount to a full NTD1 shall be summed and recognized as other income of the Company.
(III) Where there is a change in the Company’s capital stock that affects the number of outstanding shares, resulting in change in the ratio of shareholders’ cash allotment, the Chairman is authorized to handle such situation.
(IV) Please review.

Four. Ratification

I. Motion for Ratification of the 2022 Financial Statements (proposed by the Board of Directors) Description:
(I) The Company’s 2022 Parent Company Only and Consolidated Financial Statements have been audited by CPAs Chen Ming-Hung and Huang Yu-Ting of EY Taiwan, with an audit report issued. The audit report, alongside the business report, has been submitted to the Audit Committee for review.
(II) For the 2022 Business Report, please refer to Attachment 1 (p. 4-6 of this Handbook).
(III) For various financial statements for 2022, please refer to Attachment 3 (p. 8-25 of this Handbook).
(IV) Please ratify the proposal.
Resolution:
II. Motion for the 2022 Earnings Distribution (proposed by the Board of Directors) Description:
(I) The profit after tax for 2022 totaled NTD895,385,578. Under the Articles of Incorporation, a statement of earnings distribution shall be proposed. Please refer to Attachment 4 (p. 26 of this Handbook).
(II) Distribution of earnings will give priority to the 2022 earnings.
(III) Please ratify the proposal.
Resolution:

Five. Extraordinary Motions

Six. Adjournment

[Attachment 1]

K.S. TERMINALS INC.

2022 Business Report

During last year (2022), as the severity of coronavirus variants weakened, with favorable outcomes for vaccines, medicine and isolation controls in various countries, the COVID-19 pandemic, which had significantly impacted the world for three years, finally came to an end. However, the Russo-Ukrainian War has continued for more than a year, serving both to intensify geopolitical conflict and leading to trade barriers or the adoption of deglobalization measures in major countries to diversify risks. In addition, inflation remained at a high level, and the global supply chain shifted from shortage to overstock, which caused the global economy to be more varied and unpredictable.

Taiwan’s exports to the global market reached US$479.52 billion in 2022, with a growth rate of 7.4%. Since last September, however, Taiwan’s exports have decreased for six months successively. Excess orders due to the pandemic and port congestion no longer exist, and terminal demand has been slow to recover. The Company benefited from growth in the electric vehicle, green energy, and energy storage industries last year. As a result of continuing increases in sales of relevant products, along with controlling the cost of raw materials and exchange hedges, overall operating revenue and net profit after tax for 2022 were higher than those of 2021, with growth rates of 1.11% and 15.09%, respectively.

I. 2022 Business Report
The Company’s 2022 revenue totaled NTD4,846 million, an increase of 1.11% compared to NTD4,792 million in 2021.
Operating profit totaled NTD983 million, an decrease of 12.28% compared to NTD1,121 million in 2021.

Profit after tax was NTD902 million, an increase of 15.09% compared to NTD784 million in 2021.

Profit per share after tax was NTD5.75.

(I) Results of the Implementation of the Business Plan:

Unit: NTD thousand

			Unit: NTD thousan
Item	2022 Actual Number	2021 Actual Number	Increase (Decrease) Percentage (%)
Operating income	4,845,515	4,792,301	1.11
Operating Costs	3,240,321	3,091,836	4.80
Operating Gross Profit	1,605,194	1,700,465	-5.60
Operating Expenses	621,799	579,460	7.31
Operating Profit	983,395	1,121,005	-12.28
Profit Before Tax	1,252,070	1,092,286	14.63
Profit After Tax	901,893	783,614	15.09

(II) Revenue, Expenses, and Profitability Analysis

Unit: NTD thousand

	Analysis Item	2022	2021
Financial Income and Expenditure	Interest Income	27,103	6,934
	Interest Expenditure	13,179	11,532
Profitability Analysis	Return on Assets (%)	11.17	10.40
	Return on Shareholders’ Equity (%)	15.55	15.10
	Operating Income to Paid-in Capital Ratio (%)	63.18	72.02
	Net Income Before Tax to Paid-in Capital Ratio (%)	80.44	70.17
	Net Profit Margin (%)	18.61	16.35
	Earnings per Share After Tax (NTD)	5.75	4.98

(III) Performance in Research and Development

Development of high-efficiency water-cooled DC charger.
Development of high-frequency connector for use in communication transmissions.
To introduce DC charging guns with international standards such as CCS1 and CCS2.

II. 2022 Business Plan

(I) Business Policy
Deploy in mainly targeted markets and emerging Markets, establish marketing and sales service bases.
Strengthen talent cultivation, enhance ability of basic research engineering and development of high-end products.
To upgrade the smart manufacturing management system and expand automation equipment, increasing production efficiency.
To expand business opportunities for connectors for green power, power storage, UPS, and electric car charging and power swap systems.
(II) Key Marketing Policies
To collaborate with customers and market development and carry through one place for R&D, multiple places for production, and global shipping service.
To enhance the integration of upstream and downstream manufacturing process of highly modularized products and introduce a product testing system with a high coverage ratio.
To invest in the construction of production plants and production lines of products associated with the green power industry.

III. Company’s Future Development Strategy

(I) To further expand business in emerging markets including India and Southeast Asia and cultivate customers in mature markets including America and Japan in the meanwhile.
(II) To strengthen the design and case receiving capabilities of high-end connector projects, and continue to improve the technology and quality standards of KST products.
IV. Impact of the External Competitive Environment, Regulatory Environment, and Overall Business Environment

Mainland China cancelled its dynamic clearing policy against COVID-19 before the lunar new year, officially entering a new era of slowed down pandemic and economy re-opening. Direct flights between cross-strait waypoints resumed successively in mid-March of this year. China joins the post-pandemic economy, looking forward to assisting in the growth of the global economy.

Major economic research institutes in the country made a downward adjustment to the 2023 forecast for Taiwan’s economic growth at the end of last year and the beginning of this year in succession. They estimated that economic growth this year will struggle to reach 3%. It is obvious that both the government and professional institutes are conservative in economic forecasting for this year.

The Legislative Yuan passed the Climate Change Response Act through a process of three readings. The Climate Act (for short) is the first law which includes a policy in response to climate change, the beginnings of carbon fees programs, and the requirement that states achieve net-zero emissions by 2050. In 2019, the E.U. took the lead in announcing a goal of carbon neutrality by 2050. After this declaration, the last two years have seen countries including the U.S., Japan, and South Korea declaring their own plans to achieve carbon neutrality by 2050. Mainland China intends to reach this goal by 2060. After carbon neutrality became a mutual global objective, enterprise business models and the development of products and technology have to transform accordingly. If they cannot meet the requirements of international consensus and government policy, they will be eliminated by the market.

Fuel vehicle electrification is an important indicator of reducing carbon emissions. According to data from the International Energy Agency (IEA) statistics, the penetration rate of global electronic vehicles in 2021 was 8.6%. With an optimistic estimate, the penetration rate of global electronic vehicles will reach 18% by 2025 and 35% by 2030. The Company possesses charger products that meet the requirement of surface and safety certification in various countries. K.S. TERMINALS possesses integrated ability of design, manufacturing, and verification and actively makes advances in the market of electric vehicles. In joining the vehicle industry in this green transformation, the Company lays a foundation for future growth.

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K.S. TERMINALS INC.

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Chairman: Cheng Ke-Pin

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President: Cheng Ching-Jen

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Chief Accounting Officer: Tseng Yu-Chin

[Attachment 2]

K.S. TERMINALS INC.

Audit Committee’s Review Report

The Board of Directors has submitted the Company’s 2022 financial statements, the proposal for earning distribution, and Business Report. Of these, the financial statements have been audited by the CPAs of EY Taiwan, with an audit report has been issued. The above-mentioned Business Report, financial statements, and proposal for earnings distribution have been reviewed by the Audit Committee and found to be in compliance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, with a report issued for review.

Submitted To

The Company’s 2023 Annual General Shareholders’ Meeting

K.S. TERMINALS INC.

Convener of the Audit Committee: Lai Jui-Hua

March 16, 2023

[Attachment 3]

CPAs’ Audit Report

To K.S. TERMINALS INC.,

Audit opinions

We have audited the accompanying parent company-only balance sheets of K.S. TERMINALS INC., (the “Company”) for the years ended December 31, 2022 and 2021 and the relevant parent company-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “parent company-only financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matters section of our report), the accompanying parent company-only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and for the years then ended, and its financial performance and cash flows for the years then ended in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Audit Opinion

We conducted our audit in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the paragraph “CPAs’ Responsibilities for the Audit of the Parent Company-only Financial Statements”. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant and have fulfilled our other responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we are convinced that we have acquired enough and appropriate audit evidence to serve as the basis for our audit opinion.

Key Audit Matters

Key audit matters refer to the most vital matters in our audit of the Company’s financial statements for the year ended December 31, 2022, based on our professional judgment. These matters are addressed in our audit of the parent company-only financial statements as a whole and in forming our audit opinion. We do not express a separate opinion on these matters.

- Inventory Valuation (including investment using the equity method subsidiary inventory)

The inventories of the Company and its subsidiaries invested using the equity method are material to the financial statements. The main raw materials in the inventories are bronze and copper. Due to the fluctuations of the international copper prices, the prices of raw material inventories may fluctuate greatly, and due to the fluctuations of the international raw material prices, the selling prices of the relevant finished goods may be impacted by the overly low raw material prices. As the amount of the allowance for inventory valuation losses is material to the financial statements, we adopted it as a key audit matter.

Our audit procedures included (but were not limited to) understanding and testing the effectiveness of the internal control system established by the management team for inventory valuation losses, assessing the reasonableness of the allowance for inventory valuation losses provided, inspecting inventories to verify the status of ending inventories, and sampling to verify the costs of inventories per unit, while for the net realizable values adopted by the management, sampling and vouching for documents related to purchases and sales to verify the correctness of the net realizable values of inventories.

We also considered the appropriateness of the disclosures in Notes 4, 5 and 6 to the financial statements related to inventories.

Other Matters – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. Therefore, in our opinion, for the accompanying parent company-only financial statements, amounts stated in the financial statements of these associates and joint ventures accounted for under the equity method are based solely on the reports of other auditors. These associates and joint ventures under the equity method amounted to NTD279,411 thousand, representing 4% of individual total assets as of December 31, 2022. The related shares of profit or loss of subsidiaries, associates and joint ventures under the equity method amounted to NTD(13,886) thousand, representing (1)% of the individual income before tax for the year ended December 31, 2022. The related shares of other comprehensive income of subsidiaries, associates and joint ventures under the equity method amounted to NTD(642), representing 6% of the individual other comprehensive income for the year ended December 31, 2022.

Responsibilities of the management and the governing body for the parent company-only financial statements

The responsibilities of the management are to prepare the parent company-only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC and to maintain the necessary internal control associated with the preparation in order to ensure that the parent company-only financial statements are free from material misstatement arising from fraud or error.

In preparing the parent company-only financial statements, the management is responsible for assessing the Company’s ability in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting, unless the management intends to liquidate the Company or cease operations, or has no viable alternatives but to liquidate or cease operations.

The Company’s governing body (including the Audit Committee) is responsible for supervising the financial reporting process.

CPAs’ responsibilities for the audit of the parent company-only financial statements

Our objectives are to obtain reasonable assurance on whether the parent company-only financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with auditing standards of the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from fraud or

error. If the monetary amounts are misstated, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company-only financial statements, they are considered material.

We have exercised our professional judgment and maintained professional doubt when performing the audit work in accordance with auditing standards. We also performed the following tasks:

We identified and assessed the risks of material misstatement arising from fraud or error within the parent company-only financial statements, designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error.
We learned about the internal control related to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
We evaluated the appropriateness of the accounting policies adopted and the reasonableness of the accounting estimates and relevant disclosures made by the management.
We made conclusions on the appropriateness of the management’s adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company-only financial statements to pay attention to relevant disclosures in said statements in our audit report. If such disclosures are inadequate, we need 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.
We evaluated the overall presentation, structure, and content of the parent company-only financial statements (including relevant notes) and whether the parent company-only financial statements adequately presented the relevant transactions and events.
We are convinced that we have acquired enough and appropriate audit evidence of the financial information of entities within the Group to serve as the basis of audit opinion on the parent company-only financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.

The matters communicated between us and the governing body included the planned scope and time of the audit and significant audit findings (including any significant defects in internal control identified during the audit).

We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant regarding independence and communicated with it all relationships and other matters that might possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Company’s financial statements for the year ended December 31, 2022. We have clearly indicated such matters in the auditors’ report, unless legal regulations prohibit the public disclosure of specific matters or in extremely rare cases in which we decided not to communicate specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it might bring forth.

EY Taiwan

Approved by the Competent Authority to Audit/Review Publicly Listed Companies’ Financial Statements Case Audit No.: Jin-Guan-Zheng-Shen-Zi No. 1060027042 Jin-Guan-Zheng-Shen-Zi No. 1080326041

Chen Ming-Hung

Certified Public Accountant:

Huang Yu-Ting

March 16, 2023

K.S. TERMINALS INC.

Parent Company-only Balance Sheets December 31, 2022 and December 31, 2021

(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Assets	Assets	Assets	December 31,	2022	December 31,	2021
Code	AccountingItem	Note	Amount	%	Amount	%
1100 1110 1136 1150 1170 1180 1200 130x 1410 1470 11xx 1517 1550 1600 1755 1760 1780 1840 1900 15xx	Current Assets Cash and Cash Equivalents Financial Assets at Fair Value Through Profit or Loss – current Financial Assets Measured at Amortized Cost – current Net Notes Receivable Net Accounts Receivable Net Accounts Receivable – Related Parties Other Receivables Inventories Advance Receipts Other Current Assets Total Current Assets Non-current Assets Financial Assets at Fair Value Through Other Comprehensive Income – non-current Investments Using the Equity Method Property, plants and equipment Right-of-use Assets Net Investment Property Intangible Assets Deferred Tax Assets Other Non-current Assets Total Non-current Assets Total assets	4 and 6.1 4 and 6.2 4 and 6.3 4 and 6.15 4, 6.4, and 6.16 4, 6.4, 6.16, and 7 4 and 6.5 4 and 6.6 4 6, 7, and 8 4 and 6.7 4 and 6.8 4, 6.9, and 8 4, 6.17, and 7 4 4 4 and 6.21	$1,772,345 301,236 138,381 33,255 345,957 70,973 275,091 1,181,282 27,157 7,115 4,152,792 108,083 2,373,689 1,130,882 7,452 3,941 9,250 13,380 34,088 3,680,765 $7,833,557	23 4 2 - 4 1 4 15 - - 53 1 30 15 - - - - 1 47 100	$1,355,336 224,071 55,319 42,841 497,983 51,561 551,618 1,519,376 44,345 2,697 4,345,147 427,521 2,094,321 1,058,611 9,482 4,730 7,867 35,700 40,577 3,678,809 $8,023,956	17 3 1 - 6 1 7 19 - - 54 6 26 14 - - - - - 46 100

(Please see the Notes to the Parent Company-only Financial Statements.) Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen Chief Accounting Officer: Tseng Yu-Chin

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K.S. TERMINALS INC. Parent Company-only Balance Sheets (Continued) December 31, 2022 and December 31, 2021 (Amounts in Thousands of New Taiwan Dollars,Unless Otherwise Specified)	K.S. TERMINALS INC. Parent Company-only Balance Sheets (Continued) December 31, 2022 and December 31, 2021 (Amounts in Thousands of New Taiwan Dollars,Unless Otherwise Specified)	K.S. TERMINALS INC. Parent Company-only Balance Sheets (Continued) December 31, 2022 and December 31, 2021 (Amounts in Thousands of New Taiwan Dollars,Unless Otherwise Specified)	K.S. TERMINALS INC. Parent Company-only Balance Sheets (Continued) December 31, 2022 and December 31, 2021 (Amounts in Thousands of New Taiwan Dollars,Unless Otherwise Specified)	K.S. TERMINALS INC. Parent Company-only Balance Sheets (Continued) December 31, 2022 and December 31, 2021 (Amounts in Thousands of New Taiwan Dollars,Unless Otherwise Specified)
Liabilities and Equity			December 31,2022		December 31,2021
Cod e	AccountingItem	Note	Amount	%	Amount	%
2100 2130 2150 2170 2180 2200 2230 2300 2322 21xx 2540 2570 2600 25xx 2xxx 3110 3200 3300 3310 3320 3350 3400 3410 3420 3xxx	Current liabilities Short-term Borrowings Contract Liabilities – current Notes Payable Accounts Payable Accounts Payable – Related Parties Other Payables Current Tax Liabilities Other Current Liabilities Long-term Liabilities Due Within One Year or One Business Cycle Sub-total of Current Liabilities Non-current Liabilities Long-term Borrowings Deferred Tax Liabilities Other Non-current Liabilities Sub-total of Non-current Liabilities Total Liabilities Equity Attributable to Owners of the Parent Company Capital Stock Ordinary Shares Capital Surplus Retained Earnings Legal Reserve Special Reserve Undistributed Earnings Subtotal of Retained Earnings Other Equity Exchange differences arising on the translation of the financial statements of foreign operations Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income Subtotal of Other Equity Total Equity Total Liabilities and Equity	4 and 6.10 4 and 6.15 4 and 6.11 4 and 6.21 4, 6.17, and 7 4 and 6.12 4 and 6.12 4 and 6.21 4, 6.17, and 7 6.14 6.14 6.14 12	$439,800 19,210 4,148 75,269 4,260 346,539 124,604 7,626 58,606 1,080,062 402,513 301,356 3,687 707,556 1,787,618 1,556,549 27,281 723,956 205,872 3,647,131 4,576,959 (40,678) (74,172) (114,850) 6,045,939 $7,833,557	6 - - 1 - 4 2 - 1 14 5 4 - 9 23 20 - 9 3 47 59 (1) (1) (2) 77 100	$1,189,800 11,284 8,162 99,717 15 368,730 154,947 7,675 54,989 1,895,319 352,986 298,027 5,525 656,538 2,551,857 1,556,549 73,977 646,457 256,026 3,144,961 4,047,444 (68,252) (137,619) (205,871) 5,472,099 $8,023,956	15 - - 1 - 5 2 - 1 24 4 4 - 8 32 19 1 8 3 39 50 (1) (1) (2) 68 100

(Please see the Notes to the Parent Company-only Financial Statements.) Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen Chief Accounting Officer: Tseng Yu-Chin

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K.S. TERMINALS INC.

Parent Company-only Statement of Comprehensive Income For the Years Ended December 31, 2022 and 2021

(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Code	AccountingItem	Note	2022	2022	2021	2021
			Amount	%	Amount	%
4000 5000 5900 5910 5920 6000 6100 6200 6300 6450 6900 7000 7010 7020 7050 7070 7900 7950 8200 8300 8310 8316 8349 8360 8361 8370 8399 8500 9750 9850	Operating income Operating Costs Operating Gross Profit Unrealized Sales Profit and Loss Realized Sales Profit and Loss Net Operating Gross Profit Operating Expenses Selling Expenses Administrative Expenses Research and Development Expenses Expected Credit Impairment Losses Total Operating Expenses Operating Profit Non-operating Revenue and Expenses Other Income Other Gains and Losses Financial Costs Share of Profit or Loss of Subsidiaries, Associates, and Joint Ventures Recognized Using the Equity Method Total Non-operating Income and Expenses Net Profit Before Tax Income Tax Expenses Current Net Profit Other Comprehensive Income (loss) Items That Will not be Reclassified Subsequently to Profit or Loss Unrealized Gains (losses) From Investments in Equity Instruments Measured at Fair Value Through Other Comprehensive Income Income Tax Related to Items not Reclassified Items That May be Reclassified Subsequently to Profit or Loss Exchange differences arising on the translation of the financial statements of foreign operations Share of Other Comprehensive Income of Associates and Joint Ventures Recognized Using the Equity Method-May be Reclassified to Profit or Loss Income Tax Related to Items That May be Reclassified Other Income in the Current Period (net of tax) Total Comprehensive Income in the Current Period Earnings per Share Basic Earnings per Share (NTD) Diluted Earnings per Share (NTD)	4, 6.15, and 7 6.6, 6.18, and 7 6.18 and 7 6.16 4 and 6.19 6.19 6.19 4 and 6.8 4 and 6.21 6.20 and 6.21 6.7 4 and 6.22	$3,155,889 (2,172,140) 983,749 (38,702) 42,931 987,978 (161,384) (150,778) (112,219) (6) (424,387) 563,591 62,712 168,849 (13,100) 327,892 546,353 1,109,944 (214,558) 895,386 (38,607) 797 35,270 (642) (7,054) (10,236) $885,150 $5.75 $5.73	100 (69) 31 (1) 1 31 (5) (5) (3) - (13) 18 2 5 - 10 17 35 (7) 28 (1) - 1 - - - 28	$3,377,958 (2,271,633) 1,106,325 (42,931) 42,920 1,106,314 (153,025) (134,307) (105,347) - (392,679) 713,635 31,332 (28,358) (11,442) 271,473 263,005 976,640 (201,644) 774,996 41,938 (945) 11,452 - (2,290) 50,155 $825,151 $4.98 $4.97	100 (67) 33 (1) 1 33 (5) (4) (3) - (12) 21 1 (1) - 8 8 29 (6) 23 1 - - - - 1 24

(Please see the Notes to the Parent Company-only Financial Statements.) Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen Chief Accounting Officer: Tseng Yu-Chin

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K.S. TERMINALS INC.

Parent Company-only Statement of Changes in Equity For the Years Ended December 31, 2022 and 2021

				(Amounts in Thousands o	f New Taiwan Dollars,Un	less Otherwise Specified)
Code	Item	Common stock	Capital Surplus		Retained Earnings		Other Equity	Interest Items	Total Equity
				Legal Reserve	Special Reserve	Undistributed Earnings	Exchange differences arising on the translation of the financial statements of foreign operations	Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income
A1 B1 B3 B5 C15 D1 D3 D5 Z1 A1 B1 B3 B5 C15 D1 D3 D5 Q1 Z1	Balance as of January 1, 2021 2020 Statement of Earnings Distribution Legal Reserve Special Reserve Shareholder Cash Dividends Cash Dividends Distributed From Capital Surplus Net Income for 2021 Other Comprehensive Income for 2021 Total Comprehensive Income in the Current Period Balance as of December 31, 2021 Balance as of January 1, 2022 2021 Statement of Earnings Distribution Legal Reserve Special Reserve Shareholder Cash Dividends Cash Dividends Distributed From Capital Surplus Net income for 2022 Other Comprehensive Income for 2022 Total Comprehensive Income in the Current Period Disposal of Equity Instruments at Fair Value Through Other comprehensive Income Balance as of December 31, 2022	$1,556,549 - $1,556,549 $1,556,549 - $1,556,549	$182,936 (108,959) - $73,977 $73,977 (46,696) -	$610,354 36,103 - $646,457 $646,457 77,499 -	$347,268 (91,242) - $256,026 $256,026 (50,154) -	$2,392,654 (36,103) 91,242 (77,828) 774,996 774,996 $3,144,961 $3,144,961 (77,499) 50,154 (264,614) 895,386 895,386 (101,257)	$(77,414) 9,162 9,162 $(68,252) $(68,252) 27,574 27,574	$(178,612) 40,993 40,993 $(137,619) $(137,619) (37,810) (37,810) 101,257	$4,833,735 - - (77,828) (108,959) 774,996 50,155 825,151 $5,472,099 $5,472,099 - - (264,614) (46,696) 895,386 (10,236) 885,150 -
			$27,281	$723,956	$205,872	$3,647,131	$(40,678)	$(74,172)	$6,045,939

(Please see the Notes to the Parent Company-only Financial Statements.) Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen

Chief Accounting Officer: Tseng Yu-Chin

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K.S. TERMINALS INC.

Parent Company-only Statement of Cash Flows For the Years Ended December 31, 2022 and 2021

(Amounts in Thousands	(Amounts in Thousands	(Amounts in Thousands	of New Taiwan Dollars,Unless Otherwise Specified)	of New Taiwan Dollars,Unless Otherwise Specified)	of New Taiwan Dollars,Unless Otherwise Specified)
Code	Item	2022	2021	Code	Item	2022	2021
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21300 A21200 A22400 A22500 A23100 A23700 A23900 A24000 A29900 A30000 A31110 A31130 A31150 A31160 A31180 A31200 A31230 A31240 A32125 A32130 A32150 A32150 A32180 A32230 A33000 A33100 A33200 A33500 AAAA	Cash flow from operating activities: Net Income Before Tax for This Period Adjustments: Income and Expenses: Depreciation Expenses Amortization Expenses Expected Credit Impairment Losses Net Loss on Financial Assets and Liabilities at Fair Value Through Profit or Loss Interest Expenses Dividend Income Interest Income Share of Profit of Subsidiaries, Associates, and Joint Ventures Recognized Using the Equity Method Gains on disposal and scrapping of property, plants and equipment Gain on Disposal of Investments Valuation Losses Unrealized Sales Profit Realized Sales Profit Gain on Lease Modifications Changes in Current Assets/Liabilities Related to Operating Activities: Increase in Financial Assets at Fair Value Through Profit or Loss – current Decrease (increase) in Notes Receivable Decrease (increase) in Accounts Receivable Decrease (increase) in Accounts Receivable – Related Parties Decrease (increase) in Other Receivables Decrease (increase) in Inventories Decrease (increase) in Prepayments Decrease (increase) in Other Current Assets Increase in Contract Liabilities Increase (decrease) in Notes Payable Increase (decrease) in Accounts Payable Increase (decrease) in Accounts Payable - Related Parties Increase (decrease) in Other Payables Increase in Other Current Liabilities Cash Inflow From Operations Interest Received Dividends Received Income Tax Paid Net Cash Inflow From OperatingActivities	$1,109,944 83,207 3,233 6 32,260 13,100 (4,320) (17,975) (327,892) (135) (3,636) 7,543 38,702 (42,931) - (105,789) 9,586 152,020 (19,412) 10,831 330,551 17,188 (912) 7,926 (4,014) (24,448) 4,245 (21,077) 128 1,247,929 15,389 4,320 (220,374) 1,047,264	$976,640 81,026 2,833 - 2,256 11,442 (6,660) (3,550) (271,473) (71) (534) 4,739 42,931 (42,920) (10) (26,050) (6,650) (194,932) 11,273 (8,807) (658,646) (15,147) 1,580 9,180 1,616 41,681 (1,577) 153,961 178 104,309 3,590 6,660 (65,457) 49,102	BBBB B00010 B00020 B00060 B01800 B02400 B02700 B02800 B04100 B04500 B06700 B07600 BBBB CCCC C00100 C00200 C01600 C01700 C04020 C04400 C04500 C05600 CCCC EEEE E00100 E00200	Cash flow from investing activities: Acquisition of Financial Assets at Fair Value Through Other Comprehensive Income Disposal of Financial Assets at Fair Value Through Other Comprehensive Income Increase in Financial Assets Measured at Amortized Cost Acquisition of Investments Using the Equity Method Proceeds from Capital Decrease of Investments Using the Equity Method Acquisition of property, plants and equipment Proceeds from sale of property, plants and equipment Decrease (increase) in Other Receivables Acquisition of Intangible Assets Increase in Other Non-current Assets Dividends Received Net Cash Flow From (used in) Investing Activities Cash flow from financing activities: Increase in Short-term Loans Decrease in Short-term Borrowings Long-term Borrowings (including long-term borrowings due in one year) Repayment of Long-term Borrowings (including long-term borrowings due in one year) Lease Principal Repaid Increase in Other Non-current Liabilities Payout of Cash Dividends Interest Paid Net Cash Flow from (used in) Financing Activities Increase (decrease) in the Current Cash and Cash Equivalents Cash and Cash Equivalents at the Beginning of the Period Cash and Cash Equivalents at the End of the Period	(170,720) 451,551 (83,062) (459,951) 166,012 (117,800) 135 259,641 (4,224) (26,920) 381,320 395,982 2,709,200 (3,459,200) 106,000 (52,856) (5,079) - (311,310) (12,992) (1,026,237) 417,009 1,355,336 $1,772,345	(58,516) 58,799 (46,304) - - (80,850) 71 (93,684) (4,041) (50,505) - (275,030) 4,319,600 (4,119,800) 181,200 (37,961) (4,645) 130 (186,787) (11,469) 140,268 (85,660) 1,440,996 $1,355,336
(Please see the Notes to the Parent Company-only Financial Statements.) Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen Chief Accounting Officer: Tseng Yu-C						hin

CPAs’ Audit Report

To K.S. TERMINALS INC.,

Audit opinions

We have audited the accompanying consolidated balance sheets of K.S. TERMINALS INC., (the “Company”) and its subsidiaries (collectively, the “Group”) for the years ended December 31, 2022 and 2021 and the relevant consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matters section of our report), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021 and for the years then ended, and its consolidated financial performance and consolidated cash flows for the years then ended conforming with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Audit Opinion

We conducted our audit in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the paragraph “CPAs’ Responsibilities for the Audit of the Consolidated Financial Statements”. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and have fulfilled our other responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we are convinced that we have acquired enough and appropriate audit evidence to serve as the basis for our audit opinion.

Key Audit Matters

Key audit matters refer to the most vital matters in our audit of the Group’ consolidated financial statements for the year ended December 31, 2022, based on our professional judgment. These matters are addressed in our audit of the consolidated financial statements as a whole and in forming our audit opinion. We do not express a separate opinion on these matters.

Inventory Valuation

As of December 31, 2022, the Group’s net inventories amounted to NTD1,767,889 thousand, accounting for 22% of the consolidated total assets, which was material to the financial statements. The main raw materials in the inventories are bronze and copper. Due to the fluctuations of the international copper prices, the prices of raw material inventories may fluctuate greatly, and due to the fluctuations of the international raw material prices, the selling prices of the relevant finished goods may be impacted by the overly low raw material prices. As the amount of the allowance for inventory valuation losses is material to the financial statements, we adopted it as a key audit matter.

We also considered the appropriateness of the disclosures in Notes 4, 5 and 6 to the financial statements related to inventories.

Other Matters – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. Therefore, in our opinion for the accompanying consolidated financial statements, amounts stated in the financial statements of these associates and joint ventures accounted for under the equity method are based solely on the reports of other auditors. These associates and joint ventures under equity method amounted to NTD279,411 thousand, representing 4% of consolidated total assets as of December 31, 2022. The related shares of profit or loss of subsidiaries, associates and joint ventures under the equity method amounted to NTD(13,886) thousand, representing (1)% of the consolidated income before tax for the year ended December 31, 2022. The related shares of other comprehensive income of subsidiaries, associates and joint ventures under the equity method amounted to NTD(642), representing 9% of the consolidated other comprehensive income for the year ended December 31, 2022.

Responsibilities of the management and the governing body for the consolidated financial statements

The responsibilities of the management are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC and to maintain the necessary internal control associated with the preparation in order to ensure that the consolidated financial statements are free from material misstatement arising from fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the Group’s ability in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting, unless the management intends to liquidate the Group or cease operations, or has no viable alternatives but to liquidate or cease operations.

The Group’s governing body (including the Audit Committee) is responsible for supervising the financial reporting process.

CPAs’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors’ report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with auditing standards of the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from fraud or error. If the monetary amounts are misstated, either separately or in aggregate, could reasonably be expected to

influence the economic decisions of the users of the consolidated financial statements, they are considered material.

We have exercised our professional judgment and maintained professional doubt when performing the audit work in accordance with auditing standards. We also performed the following tasks:

We identified and assessed the risks of material misstatement arising from fraud or error within the consolidated financial statements, designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than one resulting from error.
We learned about the internal control related to the audit in order to design appropriate audit procedures under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
We evaluated the appropriateness of the accounting policies adopted and the reasonableness of the accounting estimates and relevant disclosures made by the management.
We made conclusions on the appropriateness of the management’s adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements in our audit report. If such disclosures are inadequate, we need 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.
We evaluated the overall presentation, structure, and content of the consolidated financial statements (including relevant notes) and whether the consolidated financial statements adequately presented the relevant transactions and events.
We are convinced that we have acquired enough and appropriate audit evidence of the financial information of entities within the Group to serve as the basis of an audit opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Group’s consolidated financial statements for the year ended December 31, 2022.

We have clearly indicated such matters in the auditors’ report, unless legal regulations prohibit the public disclosure of specific matters or in extremely rare cases in which we decided not to communicate specific items in the auditors’ report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it might bring forth.

Others

The Group has also prepared the consolidated financial statements for the years ended December 31, 2022 and 2021, for which we have issued an unqualified opinion, alongside the audit report.

EY Taiwan

Approved by the Competent Authority to Audit/Review Publicly Listed Companies’ Financial Statements Case Audit No.: Jin-Guan-Zheng-Shen-Zi No. 1060027042 Jin-Guan-Zheng-Shen-Zi No. 1080326041

Chen Ming-Hung

Certified Public Accountant:

Huang Yu-Ting

March 16, 2023

K.S. TERMINALS INC. and Its Subsidiaries Consolidated Balance Sheets December 31, 2022 and December 31, 2021

(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Assets	Assets	Assets	December 31,2022	December 31,2022	December 31,2022	December 31,2021	December 31,2021
Cod e	AccountingItem	Note	Amount		%	Amount	%
1100 1110 1136 1150 1170 1200 130x 1410 1470 11xx 1517 1550 1600 1755 1760 1780 1840 1900	Current Assets Cash and Cash Equivalents Financial Assets at Fair Value Through Profit or Loss – current Financial Assets at Amortized Cost Net Notes Receivable Net Accounts Receivable Other Receivables Inventories Advance Receipts Other Current Assets Total Current Assets Non-current Assets Financial Assets at Fair Value Through Other Comprehensive Income – non-current Investments Using the Equity Method Property, plants and equipment Right-of-use Assets Investment Property Intangible Assets Deferred Tax Assets Other Non-current Assets Total Non-current Assets Total assets	4 and 6.1 4 and 6.2 4 and 6.3 4 and 6.16 4, 6.4, and 6.16 4, 6.5, and 8 4 and 6.6 4 4 and 6.7 4 and 6.8 4, 6.9, and 8 4, 6.17, and 7 4 4 4 and 6.21	$2,513,312 415,324 138,381 197,724 766,693 276,872 1,767,889 41,513 36,672 6,154,380 108,083 279,411 1,364,670 19,434 9,750 10,668 23,350 45,121 1,860,487 $8,014,867		31 5 2 3 10 3 22 1 - 77 1 4 17 - - - - 1 23 100	$2,182,105 224,071 55,319 195,206 879,451 552,371 2,260,702 62,514 61,555 6,473,294 427,521 - 1,284,172 22,527 10,594 8,708 46,727 52,580 1,852,829 $8,326,123	26 3 1 2 10 7 27 1 1 78 5 - 15 - - - 1 1 22 100

(Please see Notes to the Consolidated Financial Statements.)

Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen

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Chief Accounting Officer: Tseng Yu-Chin

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K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Balance Sheets (Continued) December 31, 2022 and December 31, 2021

(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Liabilities and Equity	Liabilities and Equity	Liabilities and Equity		December 31,2022	December 31,2022	December 31,2022		December 31,2021	December 31,2021	December 31,2021
Code	AccountingItem	Note		Amount		%		Amount		%
2100 2130 2150 2170 2200 2230 2300 2322 2540 2570 2670 3110 3200 3300 3310 3320 3350 3400 3410 3425 36xx 3xxx	Current liabilities Short-term Borrowings Contract Liabilities – current Notes Payable Accounts Payable Other Payables Current Tax Liabilities Other Current Liabilities Long-term Liabilities Due Within One Year or One Business Cycle Sub-total of Current Liabilities Non-current Liabilities Long-term Borrowings Deferred Tax Liabilities Other Non-current Liabilities Sub-total of Non-current Liabilities Total Liabilities Equity Attributable to Owners of the Parent Company Capital Stock Ordinary Shares Capital Surplus Retained Earnings Legal Reserve Special Reserve Undistributed Earnings Subtotal of Retained Earnings Other Equity Exchange differences arising on the translation of the financial statements of foreign operations Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income Subtotal of Other Equity Non-controlling Interests Total Equity Total Liabilities and Equity	4 and 6.10 4 and 6.15 4 and 6.11 4 and 6.21 4, 6.17, and 7 4 and 6.12 4 and 6.12 4 and 6.21 4, 6.17, and 7 6.14 6.14 6.14 12 6.14		$441,194 28,984 4,148 104,754 402,946 161,336 12,374 58,606 1,214,342 402,513 301,356 6,316 710,185 1,924,527 1,556,549 27,281 723,956 205,872 3,647,131 4,576,959 (40,678) (74,172) (114,850) 44,401 6,090,340 $8,014,867		6 - - 1 5 2 - 1 15 5 4 - 9 24 19 - 9 3 45 57 - (1) (1) 1 76 100		$1,191,100 28,030 8,162 220,642 449,150 191,968 11,329 54,989 2,155,370 352,986 298,027 9,281 660,294 2,815,664 1,556,549 73,977 646,457 256,026 3,144,961 4,047,444 (68,252) (137,619) (205,871) 38,360 5,510,459 $8,326,123		14 - - 3 5 2 - 1 25 4 4 - 8 33 19 1 8 3 38 49 (1) (1) (2) - 67 100

(Please see Notes to the Consolidated Financial Statements.)

Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen

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Chief Accounting Officer: Tseng Yu-Chin

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K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2022 and 2021

(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

Cod e	Item	Note	2022		2021
			Amount $4,845,515 (3,240,321) 1,605,194 (291,963) (204,014) (125,148) (674) (621,799) 983,395 73,239 222,501 (13,179) (13,886) 268,675 1,252,070 (350,177) 901,893 (38,607) 797 38,498 (642) (7,054) (7,008) $894,885 $895,386 6,507 $901,893 $885,150 9,735 $894,885 $5.75 $5.73	% 100 (67) 33 (6) (4) (3) - (13) 20 1 5 - - 6 26 (7) 19 (1) - - - - (1) 18	Amount	%
4000 5000 5900 6000 6100 6200 6300 6450 6900 7000 7010 7020 7050 7060 7900 7950 8200 8300 8310 8316 8349 8360 8361 8370 8399 8300 8500 8600 8610 8620 8700 8710 8720 9750 9850	Operating income Operating Costs Operating Gross Profit Operating Expenses Selling Expenses Administrative Expenses Research and Development Expenses Expected Credit Impairment Losses Total Operating Expenses Operating Profit Non-operating Revenue and Expenses Other Income Other Gains and Losses Financial Costs Share of Profit or Loss of Associates and Joint Ventures Recognized Using the Equity Method Total Non-operating Income and Expenses Net Profit Before Tax Income Tax Expenses Current Net Profit Other Comprehensive Income (loss) Items That Will not be Reclassified Subsequently to Profit or Loss Unrealized Gains (losses) From Investments in Equity Instruments Measured at Fair Value Through Other Comprehensive Income Income Tax Related to Items not Reclassified Items That May be Reclassified Subsequently to Profit or Loss Exchange differences arising on the translation of the financial statements of foreign operations Share of Other Comprehensive Income of Associates and Joint Ventures Recognized Using the Equity Method-May be Reclassified to Profit or Loss Income Tax Related to Items That May be Reclassified to Profit or Loss Other Income in the Current Period (net of tax) Total Comprehensive Income in the Current Period Net Income Attributable To: Owners of Parent Non-controlling Interests Comprehensive Income Attributable To: Owners of Parent Non-controlling Interests Earnings per Share Basic Earnings per Share (NTD) Diluted Earnings per Share (NTD)	4 and 6.15 6.6 and 6.18 6.18 and 7 6.16 4 and 6.19 6.19 6.19 and 7 4 and 6.21 6.20 and 6.21 4 and 6.22			$4,792,301 (3,091,836) 1,700,465 (272,596) (192,727) (114,137) - (579,460) 1,121,005 36,329 (53,516) (11,532) - (28,719) 1,092,286 (308,672) 783,614 41,938 (945) 7,033 - (2,290) 45,736 $829,350 $774,996 8,618 $783,614 $825,151 4,199 $829,350 $4.98 $4.97	100 (65) 35 (6) (4) (2) - (12) 23 1 (1) - - - 23 (7) 16 1 - - - - 1 17

(Please see Notes to the Consolidated Financial Statements.)

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Chairman: Cheng Ke-Pin

Managerial Officer: Cheng Ching-Jen

Chief Accounting Officer: Tseng Yu-Chin

Consolidated Statements of Changes in Equity For the Years Ended December 31, 2022 and 2021

K.S. TERMINALS INC. and Its Subsidiaries

					For the Years Ended	December 31, 2022 and 2021	December 31, 2022 and 2021	December 31, 2022 and 2021
				(Amounts	in Thousands of New T	aiwan Dollars,Unless Otherwise Specified)
Code	Item				EquityAttributable t	o Owners of the Parent Company				Non-controlling Interests	Total Equity
		Common stock	Capital Surplus		Retained Earnings		Other EquityInterest Items		Total
				Legal Reserve	Special Reserve	Undistributed Earnings	Exchange differences arising on the translation of the financial statements of foreign operations	Unrealized Gain (loss) on Financial Assets at Fair Value Through Other Comprehensive Income
A1 B1 B3 B5 C15 D1 D3 D5 T1 Z1 A1 B1 B3 B5 C15 D1 D3 D5 Q1 O1 Z1	Balance as of January 1, 2021 2020 Statement of Earnings Distribution Legal Reserve Special Reserve Shareholder Cash Dividends Cash Dividends Distributed From Capital Surplus Net Income for 2021 Other Comprehensive Income for 2021 Total Comprehensive Income in the Current Period Changes in Non-controlling Interest Balance as of December 31, 2021 Balance as of January 1, 2022 2021 Statement of Earnings Distribution Legal Reserve Special Reserve Shareholder Cash Dividends Cash Dividends Distributed From Capital Surplus Net income for 2022 Other Comprehensive Income for 2022 Total Comprehensive Income in the Current Period Disposal of Equity Instruments at Fair Value Through Other comprehensive Income Changes in Non-controlling Interest Balance as of December 31, 2022	$1,556,549 - $1,556,549 $1,556,549 - $1,556,549	$182,936 (108,959) - $73,977 $73,977 (46,696) - $27,281	$610,354 36,103 - $646,457 $646,457 77,499 - $723,956	$347,268 (91,242) - $256,026 $256,026 (50,154) - $205,872	$2,392,654 (36,103) 91,242 (77,828) 774,996 774,996 $3,144,961 $3,144,961 (77,499) 50,154 (264,614) 895,386 895,386 (101,257) $3,647,131	$(77,414) 9,162 9,162 $(68,252) $(68,252) 27,574 27,574 $(40,678)	$(178,612) 40,993 40,993 $(137,619) $(137,619) (37,810) (37,810) 101,257 $(74,172)	$4,833,735 - - (77,828) (108,959) 774,996 50,155 825,151 $5,472,099 $5,472,099 - - (264,614) (46,696) 895,386 (10,236) 885,150 - $6,045,939	$37,449 8,618 (4,419) 4,199 (3,288) $38,360 $38,360 6,507 3,228 9,735 (3,694) $44,401	$4,871,184 - - (77,828) (108,959) 783,614 45,736 829,350 (3,288) $5,510,459 $5,510,459 - - (264,614) (46,696) 901,893 (7,008) 894,885 - (3,694) $6,090,340

(Please see Notes to the Consolidated Financial Statements.) Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen Chief Accounting Officer: Tseng Yu-Chin

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K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Statements of Cash Flows For the Years Ended December 31, 2022 and 2021

		(Amounts in Thousan	ds of New Taiwan Dollars,Unless Otherwise Specified)	ds of New Taiwan Dollars,Unless Otherwise Specified)	ds of New Taiwan Dollars,Unless Otherwise Specified)
Code	Item	2022	2021	Code	Item	2022	2021
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21300 A22300 A22500 A23100 A23700 A29900 30000 A31115 A31130 A31150 A31180 A31200 A31230 A31240 A32125 A32130 A32150 A32180 A32230 A33000 A33100 A33200 A33500 AAAA	Cash flow from operating activities: Net Income Before Tax for This Period Adjustments: Income and Expenses: Depreciation Expenses Amortizations Expected Credit Impairment Losses Net Losses on Financial Assets at Fair Value Through Profit or Loss Interest Expenses Interest Income Dividend Income Share of Loss of Associates and Joint Ventures Recognized Using the Equity Method Net Losses (Gains) on Disposal of Property, Plants and Equipment Losses (Gains) on Disposal of Investments Valuation Losses Gain on Lease Modifications Changes in Current Assets/Liabilities Related to Operating Activities: Decrease (increase) in Financial Assets at Fair Value through Profit or Loss – current Increase in Notes Receivable Decrease (Increase) in Accounts Receivable Decrease (Increase) in Other Receivables Decrease (Increase) in Inventories Decrease (Increase) in Prepayments Decrease in Other Current Assets Increase (decrease) in Contract Liabilities Increase (Decrease) in Notes Payable Increase (Decrease) in Accounts Payable Increase (Decrease) in Other Payables Increase in Other Current Liabilities Cash Inflow From Operations Interest Received Dividends Received Income Tax Paid Net Cash Inflow From Operating Activities	$1,252,070 110,921 6,820 674 32,260 13,179 (26,636) (4,320) 13,886 (574) (3,636) 7,543 - (220,181) (246) 119,553 11,279 501,660 21,165 2,284 513 (4,014) (119,728) (46,402) 981 1,669,051 22,641 4,320 (329,190) 1,366,822	$1,092,286 108,082 3,809 - 1,435 11,532 (6,934) (6,660) - 316 10,878 4,739 (35) 96,566 (76,253) (268,658) (15,243) (1,011,908) (23,437) 2,287 (6,711) 1,616 127,424 170,621 15 215,767 6,974 6,660 (171,388) 58,013	BBBB B00010 B00020 B00060 B01800 B02400 B02700 B02800 B04100 B04500 B06700 BBBB CCCC C00100 C00200 C01600 C01700 C04020 C04400 C04500 C05600 C05800 CCCC DDDD EEEE E00100 E00200	Cash flow from investing activities: Acquisition of Financial Assets at Fair Value Through Other Comprehensive Income Disposal of Financial Assets at Fair Value Through Other Comprehensive Income Increase in Financial Assets Measured at Amortized Cost Acquisition of Investments Using the Equity Method Proceeds from Capital Decrease of Investments Using the Equity Method Acquisition of property, plants and equipment Proceeds from sale of property, plants and equipment Other Receivables – Decrease (Increase) in Restricted Assets Acquisition of Intangible Assets Increase in Other Non-current Assets Net Cash Outflow From Investing Activities Cash flow from financing activities: Increase in Short-term Loans Decrease in Short-term Borrowings Long-term Borrowings Repayments of Long-term Borrowings Lease Principal Repaid Increase in Other Non-current Liabilities Payout of Cash Dividends Interest Paid Changes in Non-controlling Interest Net Cash Flow from (used in) Financing Activities Effect of Exchange Rate Changes on Cash and Cash Equivalents Increase (Decrease) in the Current Cash and Cash Equivalents Cash and Cash Equivalents at the Beginning of the Period Cash and Cash Equivalents at the End of the Period	(170,720) 451,551 (83,062) (459,951) 166,012 (130,300) 589 259,641 (5,609) (39,817) (11,666) 2,709,200 (3,459,200) 106,000 (52,856) (6,131) - (311,310) (13,071) (3,694) (1,031,062) 7,113 331,207 2,182,105 $2,513,312	(58,516) 58,799 (46,304) - - (103,678) 1,027 (89,645) (4,160) (49,510) (291,987) 4,319,600 (4,119,800) 181,200 (37,961) (5,738) 95 (186,787) (11,505) (3,288) 135,816 19,217 (78,941) 2,261,046 $2,182,105
(Please see Notes to the Consolidated Financial Statements.) Chairman: Cheng Ke-Pin Managerial Officer: Cheng Ching-Jen Chief Accounting Officer: Tseng Yu-Chin

[Attachment 4]

K.S. TERMINALS INC. Statement of Earnings Distribution 2022

Unit: NTD


Item	Amount


Unappropriated Retained Earnings at the Beginning of thePeriod	2,853,003,172
Net Profit After Tax for the Year	895,385,578
Disposal of Equity Instruments at Fair Value Through OthercomprehensiveIncome	(101,256,903)
Subtotal	3,647,131,847
Provision Items:
Less: Legal Reserve set Aside (10%)	(79,412,868)
Plus: Special Reserve Reversed in Accordance With Law	91,021,125
Subtotal of Distributable Earnings for the Year	3,658,740,104
Distribution Items
Shareholder Bonus in Cash	(311,309,780)
Unappropriated Earnings at the End of the Period	3,347,430,324
Note 1: Earnings are first distributed from the 2022 earnings (the shares outstanding as of March 16, 2023 were 155,654,890).

Note 1: Earnings are first distributed from the 2022 earnings (the shares outstanding as of March 16, 2023 were 155,654,890).

Chairman: Cheng Ke-Pin

==> picture [39 x 37] intentionally omitted <==

Managerial Officer: Cheng Ching-Jen

==> picture [31 x 29] intentionally omitted <==

Chief Accounting Officer: Tseng Yu-Chin

==> picture [37 x 37] intentionally omitted <==

[Attachment 5]

K.S. TERMINALS INC.

Articles of Incorporation

Chapter I General Provisions

Article 1: The Company is organized in accordance with the provisions stipulated in the Company Act and is named K.S. TERMINALS INC.
Article 2: The Company’s business services are as follows:
(I) Manufacturing, processing, trading, and domestic and foreign sales of a variety of terminals.
(II) Manufacturing, processing, trading, and domestic and foreign sales of plastic products associated with terminals.
(III) Manufacturing of mechanical and electrical circuits associated with terminals.
(IV) Manufacturing and processing of metal stamping and plastic molds associated with terminals.
(V) CC01080 Electronics Components Manufacturing.
(VI) C805050 Industrial Plastic Products Manufacturing.
(VII) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery.
(VIII) CQ01010 Mold and Die Manufacturing.
(IX) CC01040 Lighting Equipment Manufacturing.
(X) CA01130 Copper Rolling, Drawing and Extruding.
(XI) CP01010 Hand Tools Manufacturing.
(XII) CA04010 Surface Treatments.
(XIII) CC01060 Wired Communication Mechanical Equipment Manufacturing. (XIV) CC01070 Wireless Communication Mechanical Equipment Manufacturing.
(XV) F219010 Retail Sale of Electronic Materials.
(XVI) F119010 Wholesale of Electronic Materials.
(XVII) C901010 Ceramic and Ceramic Products Manufacturing.
(XVIII) CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing. (Power Socket)
(XIX) Import and export trading and distribution business of the above.
(XX) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company’s head office is located in Changhua County, Taiwan. Where necessary, a domestic or overseas branch may be set up by resolution of the Board of Directors.
Article 4: The Company’s announcements are made in accordance with Article 28 of the Company Act.
Article 5: The external reinvestment of the Company may exceed 40% of the paid-in capital. The Board of Directors is authorized to execute the reinvestment.
Article 6: The Company may, for business purposes, provide external guarantees to affiliates or investees or other companies in the same industry.

Chapter II Shares

Article 7: The total of the Company’s authorized capital is NTD2,000 million, divided into 200 million shares for NTD10 per share. NTD50 million or 5 million shares are

		retained for employee stock option conversion. Unissued shares are authorized to
		the Board of Director to be issued in installments.
Article	8:	The Company’s shares are registered and are issued in accordance with Article 162
		of the Company Act.
		The Company is exempted from printing stock certificates when issuing shares and
		shall register the shares with a centralized securities depository institution.
Article	9:	Stock affairs such as the Company’s shareholders transfer shares, set up pledges of
		rights, inheritance, donation, or change the seal or change the address, must be
		conducted in accordance with the “Regulations Governing the Administration of
		Shareholder Services of Public Companies”, unless otherwise provided by the law
		and securities regulations.
Article	10:	The issuance price of the Company’s employee stock options may be lower than
		the closing price on the date of issuance, provided a resolution is adopted at the
		shareholders’ meeting, which is attended by a majority of the total number of
		shares issued and approved by two-thirds of the votes of attending shareholders.
		The employee stock options may be issued in installments within one year from the
		date of the shareholders’ meeting.
Article	11:	If the Company intends to transfer the shares bought back to its employees at a
		price lower than the average price of the actually bought back shares, the transfer
		shall be agreed upon with the approval of at least two-thirds of the shareholders in
		attendance at the most recent shareholders’ meeting representing a majority of the
		total number of shares issued.
Article	12:	Changes in share transfer may not be made within 60 days prior to the scheduled
		date of the annual shareholders’ meeting, within 30 days prior to the scheduled date
		of an extraordinary shareholders’ meeting, or within five days prior to the record
		date of the distribution of dividends, bonuses, or other interest.

Chapter III Shareholders’ Meeting

Article 13: Shareholders’ meetings are divided into regular meetings of shareholders and special meetings of shareholders. A regular meeting shall be convened once a year within 6 months after the end of the fiscal year, with shareholders being notified 30 days in advance. A special meeting shall be convened when necessary, with shareholders being notified 15 days in advance. The Company may convene a shareholders’ meeting by video or using other methods announced by the central competent authority.
The notification stated in the preceding paragraph shall state the date, venue, and reason for the meeting.
Unless otherwise provided by the Company Act, a shareholders’ meeting is convened by the Board of Directors.
Article 14: When a shareholder is not able to attend a shareholders’ meeting for any reason, they shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. In addition to provisions stipulated in Article 177 of the Company Act, procedures of proxies for attendance at a shareholders’ meeting shall be handled in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.
Article 15: Each shareholder of the Company is entitled to one vote, except for restricted voting rights or shares that have no voting rights as listed in the Company Act.
Article 16: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

At a shareholders’ meeting convened after the Company’s shares are listed on TWSE (TPEx) by the Company, voting rights may be exercised in writing or electronically. Where voting rights are exercised in writing or electronically, such means of exercise shall be expressly provided in the notice of the shareholders’ meeting.

Article 17: The resolutions at the shareholders’ meeting shall be made into minutes, which shall be signed or sealed by the chair of the shareholders’ meeting and distributed to all shareholders within 20 days after the meeting. The production and distribution of the meeting minutes may be done so on the MOPS. The retention period for the contents of meeting minutes and various information of the shareholders’ meetings shall be handled in accordance with Article 183 of the Company Act. Chapter IV Board of Directors
Article 18: The Company has 5-9 directors. Directors shall be elected through the candidate nomination system and by shareholders on the list of nominated candidates. Each director serves a term of three years, and may assume another term of office if reelected. Among the number of the abovementioned directors, there shall be at least three independent directors and not less than one-fifth of the number of directors. Independent directors’ professional qualifications, shareholdings, restrictions on concurrent positions, and nomination and election methods, as well as other matters to be complied with, shall be handled in accordance with the relevant regulations of the competent securities authority.
Article 19: The Board of Directors shall have a Chairman, elected from among the directors in accordance with the Company Act. The Board of Directors shall have a Vice Chairman, elected in the same manner as the election of the Chairman.
Article 20: If the Chairman of the Board of Directors is on leave or absent or cannot exercise their power and authority for any reason, its proxy is handled pursuant to Article 208 of the Company Act.
Article 21: A Board meeting shall be convened by the Chairman of the Board in accordance with the provisions of the Company Act. A Board meeting may be convened at any time as necessary. In the event of an emergency, the notice of the convention of a Board meeting may be given in writing or by email.
Article 22: Unless otherwise regulated by the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by more than half of the directors.
Directors shall attend Board meetings in person. A director unable to attend in person may appoint another director to attend the meeting in their place. In the case where a director appoints another director to attend a Board meeting on his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. The proxy referred to in the preceding paragraph may be the appointed proxy of only one person. A Board meeting may be convened in the form of a video conference. The directors participating in the video conference shall be deemed attending the meeting in person.
Article 23: The Board of Directors is authorized to determine the remuneration of all directors of the Company based on the usual standards of the industry.
Article 23-1: For the purposes of developing supervisory functions and strengthening management mechanisms, the Board of Directors of the Company, in consideration of the Company’s scale of operations and number of independent directors, may set up functional committees, and expressly provide for them in the Articles of

Incorporation and be approved by the Board of Directors. Article 23-2: The Company shall take out directors liability insurance with respect to the liabilities resulting from exercising their duties during their term of office.

Chapter V Audit Committee

Article 24: The Company has established an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. The Audit Committee is responsible for performing the duties of supervisors as defined in the Company Act, Securities and Exchange Act, and other applicable regulations. The Audit Committee shall be made up by all independent directors and shall consist of not less than 3 persons, with one of them as the convener and at least one of them with accounting or financial expertise. Article 25: (Deleted). Chapter VI Management and Employees Article 26: The Company may have one president and several vice presidents and managerial officers. Their appointment and dismissal as well as remuneration are handled pursuant to Article 29 of the Company Act. Chapter VII Accounting Article 27: Deleted. Article 28: At the end of each fiscal year, the Board of Directors shall prepare the following documents and submit them to the annual general shareholders’ meeting for ratification 30 days prior to an annual general meeting: (1) Business Report; (2) Financial statements; and (3) Proposal for earnings distribution or loss offset. Article 29: If the Company has a profit in the year, it should first set aside no less than 3% as remuneration to employees and no more than 3% as remuneration to directors. However, earnings shall first be used to make up accumulated losses, if any. Article 30 After final accounting for the year, the Company shall first pay taxes and cover previous losses with the profit for the year, if any. 10% of the remaining balance may be set aside as legal reserve, provided the legal reserve does not reach the amount of the Company’s paid-in capital. In addition, special reserve may be appropriated or reversed in accordance with the regulations of the competent authorities. If there are remaining earnings, distributable earnings are conducted together with the accumulated undistributed earnings of the previous year in accordance with Article 31. Article 31: The Company operates in the electronic components industry and strives to be in line with the overall environment and the characteristics of the industry. The Company achieves its sustainability, pursues long-term interests of shareholders, stabilizes business performance targets, while taking into account the Company’s budget for future capital expenditures and the status of capital needs. The Company’s dividend policy is to appropriate at least 10% of its earnings after tax, less legal reserve and special reserve, as shareholder bonus, with cash dividends accounting for at least 10% of the total dividends paid to shareholders. Earnings may not be distributed where the Company’s net income for the year does not reach 15% of the paid-in capital. The Company may distribute its accumulated undistributed earnings from the previous year if there are no earnings for the year. Where the shareholder bonus or legal reserve or capital reserve as mentioned above is paid in cash, the Board of Directors is authorized by approval of two-thirds of the directors at a meeting attended by more than half of the directors, and shall be reported at the shareholders’ meeting.

Chapter VIII Supplemental Provisions

Article 32: Matters not provided in this Articles of Incorporation shall be subject to the Company Act.
Article 33: The Articles of Incorporation were established on January 20, 1978. The 1st amendment was made on June 3, 1981; the 2nd amendment was made on November 4, 1982; the 3rd amendment was made on April 6, 1984; the 4th amendment was made on August 12, 1987; the 5th amendment was made on August 14, 1989; the 6th amendment was made on April 18, 1990; the 7th amendment was made on July 25, 1993; the 8th amendment was made on December 17, 1993; the 9th amendment was made on June 21, 1994; the 10th amendment was made on October 12, 1994; the 11th amendment was made on December 5, 1994; the 12th amendment was made on May 22, 1995; the 13th amendment was made on June 4, 1996; the 14th amendment was made on October 18, 1996; the 15th amendment was made on January 20, 1998; the 16th amendment was made on June 3, 1998; the 17th amendment was made on May 3, 1999; the 18th amendment was made on July 9, 1999; the 19th amendment was made on June 15, 2000; the 20th amendment was made on January 11, 2001; the 21st amendment was made on May 16, 2001; the 22nd amendment was made on June 14, 2002; the 23rd amendment was made on June 12, 2003; the 24th amendment was made on June 16, 2005; the 25th amendment was made on June 14, 2006; the 26th amendment was made on June 13, 2007; the 27th amendment was made on June 13, 2008; the 28th amendment was made on June 16, 2009; the 29th amendment was made on June 15, 2010; the 30th amendment was made on June 13, 2012. The 31st amendment was made on June 6, 2014; the 32nd amendment was made on June 8, 2016; the 33rd amendment was made on June 7, 2017; the 34th amendment was made on June 12, 2018; the 35th amendment was made on June 10, 2020; the 36th amendment was made on July 15, 2021; the 37th amendment was made on June 10, 2022.

[Attachment 6]

K.S. TERMINALS INC.

Rules Governing Shareholders’ Meetings

Article 1: These Rules for the Company’s shareholders’ meetings have been formulated in accordance with the provisions stipulated in Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2: The shareholders’ meeting of the Company, unless otherwise specified by laws, shall be subject to these Rules.
Article 3: Unless otherwise provided by the Company Act, a shareholders’ meeting of the Company is convened by the Board of Directors.
30 days before the Company convenes a regular shareholders’ meeting or 15 days before a special shareholders’ meeting, the Company shall prepare electronic files of the meeting announcement, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors, and other matters on the shareholders’ meeting agenda, and upload them to the MOPS. 21 days before the Company convenes a regular shareholders’ meeting or 15 days before a special shareholders’ meeting, the Company shall prepare electronic files of the shareholders’ meeting agenda handbook and supplemental materials, and upload them to the MOPS. When the Company will convene a shareholders’ meeting, it shall, 15 days before the scheduled date of the shareholders’ meeting, prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. The handbook shall be displayed at the Company and its stock registrar and transfer agent, and shall distribute them on-site at the shareholder’s meeting.

The cause(s)of a meeting of shareholders to be convened shall be indicated in the individua; and the notice may, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.

Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger, or any matters as set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1 and 43-6 of the Securities and Exchange Act, and Article 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extraordinary motions.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and if a proposal contains more than one matter, such proposal shall not be included in the agenda. When the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from

the agenda. A shareholder may propose a recommendation to urge the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed are limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words (including punctuation), and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders’ meeting and take part in discussion of the proposal.

Prior to the date for issuance of a notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting, the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4: A shareholder may appoint a proxy to attend a shareholders’ meeting on his/her behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted. A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the Company no later than 5 days prior to the meeting date of the shareholders’ meeting. If two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
After the service of the power of attorney of a proxy to the Company, if the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her voting power in writing or by way of electronic transmission, a proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.
Article 5: The Company shall specify in its shareholders’ meeting notices the time during which attendance registration for shareholders, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registration will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registration is accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
A shareholder or a proxy appointed by a shareholder (hereinafter referred to as a shareholder) shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring

identification documents for verification. The Company shall prepare an attendance book for any attending shareholder to sign in or, alternatively, the attending shareholder may hand in a sign-in card. The Company shall provide any attending shareholder with a meeting handbook, the Annual Report, an attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be provided.

		sign in or, alternatively, the attending shareholder may hand in a sign-in card. The Company shall provide any attending shareholder with a meeting handbook, the Annual Report, an attendance card, speaker’s slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be provided.
		Where the government or any juristic person is a shareholder, it may be
		represented by more than one person at the shareholders’ meeting. Any juristic
		person attending the shareholders’ meeting as a proxy may only be represented by
		one person at the meeting.
Article	6:	Shares shall be the basis for the calculation of attendees at a shareholders’
		meeting. The number of shares represented by participating shareholders shall be
		calculated based on the sign-in book or the submitted sign-in cards, added with the
		number of shares with voting rights that are exercised in writing or by electronic
		means.
Article	7:	The venue for a shareholders’ meeting shall be the premises of the Company, or a
		place easily accessible to shareholders and suitable for holding the shareholders’
		meeting. The meeting shall not begin earlier than 9 a.m. or later than 3 p.m.
		Shareholder meetings that are convened by the Board of Directors shall be chaired
		by the Chairman of the Board. When the Chairman of the Board is on leave or for
		any reason and is unable to exercise the powers of the chair, the Vice Chairman
		shall do so in place of the Chairman of the Board, or, if there is no Vice Chairman
		or the Vice Chairman is also on leave for any reason and is unable to exercise the
		powers of the chair, the Chairman of the Board shall appoint one of the directors to
		act on his/her behalf. Where the Chairman fails to make such appointment, the
		directors shall select one among themselves.
		For a shareholders’ meeting convened by the Board of Directors, it is advisable that
		the Chairman of the Board chairs the meeting, that a majority of the directors and
		convener of the Audit Committee, or at least one supervisor, attend in person, and
		that at least one member of other functional committees attend as a representative.
		Attendance details should be recorded in the shareholders’ meeting minutes.
		If the shareholders’ meeting is convened by a person who is not a member of the
		Board of Directors but has the right of convention, such person shall preside over
		the meeting. If there are two or more persons having the right of convention, they
		shall designate one person among themselves to preside over the meeting.
Article	8:	The Company may appoint the retained attorney(s), certified public accountant(s),
		or relevant personnel to participate in a shareholders’ meeting. The personnel
		responsible for the administration affairs during the meeting shall wear ID badges
		or armbands.
Article	9:	The Company shall record and video tape the entire process of the shareholders’
		report, process of the meeting, and vote counting continuously and uninterruptedly
		from the time of receiving the shareholders’ report.
		Audio or video records of any shareholders’ meeting of the preceding paragraph
		shall be retained for at least one year. Where any shareholder files a lawsuit
		pursuant to Article 189 of the Company Act, such records shall be retained until
		conclusion of the lawsuit.
Article	10:	The chair shall call the meeting to order at the appointed meeting time and disclose
		information concerning the number of nonvoting shares and number of shares
		represented.
		The chair shall call the meeting to order at the appointed meeting time. However,
		when attending shareholders do not represent a majority of the total number of

issued shares, the chair may announce a postponement, provided that there are no more than two such postponements, for a combined total of no more than 1 hour. If the attending shareholders after the second postponement do not represent at least one third of the total outstanding shares, the chair will announce adjournment of the meeting due to the lack of a quorum.

If the attending shareholders after the second postponement, while still not meeting the quorum, represent at least one third of the total outstanding shares, a tentative resolution may be adopted in accordance with Paragraph 1, Article 175 of the Company Act and communicated to the shareholders to notify them that the meeting will be convened again within one month.

If the attending shareholders before the end of the meeting already represent a majority of the total outstanding shares, the Chairman may re-propose the tentative resolution for voting at the shareholders’ meeting in accordance with Article 174 of the Company Act.

Article 11: If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors.
The chair shall not, without approval of the shareholders’ meeting, announce adjournment before a resolution is reached with regard to the agenda (including extraordinary motions) arranged in accordance with the preceding two paragraphs. After the close of the said meeting, shareholders shall not elect another Chairman to hold another meeting at the same place or at any other place. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
Article 12: Before any attending shareholder delivers a statement, the shareholder shall submit a speaker’s slip containing the purpose of his/her statement, his/her account number (or attendance card number), and account name. The Chairperson shall determine the order in which the shareholders deliver their statements. A shareholder who submits his/her slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of his/her speech shall be different from those specified on the slip, the contents of his/her speech shall prevail. When an attending shareholder has the floor, all other shareholders shall not interfere without the consent of the Chairman or the shareholder who holds the floor. The Chairman shall terminate the interference.
Article 13: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. Where a shareholder speaks in violation of the preceding paragraph or beyond the scope of the agenda item, the chair may terminate the speech.
Article 14: When an institutional shareholder appoints two or more representatives to attend the shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.
Article 15: After an attending shareholder finishes speaking, the chair may respond either in person or through a designated person.
Article 16: When the chair is of the opinion that a proposal has been discussed sufficiently to

		put it to a vote, the chair may announce the discussion closed, call for a vote, and
		schedule sufficient time for voting.
Article	17:	Vote monitoring and counting personnel for the voting on a proposal shall be
		appointed by the chair, provided that all monitoring personnel shall be
		shareholders.
		Counting of votes for resolutions or elections at the shareholders’ meeting shall be
		conducted in public at the venue of the shareholders’ meeting, and after the vote
		counting is finished, the voting results shall be announced on the spot, including
		the number of voting rights, and a record shall be made.
Article	18:	During the process of the meeting, the Chairman may announce a break at any time
		that he/she deems appropriate. In the event of force majeure, the Chairman may
		suspend the meeting and announce a time for resumption of the meeting depending
		on the circumstances.
		If the venue of the meeting is no longer available for use before all of the items
		(including extraordinary motions) on the meeting agenda have been completed, the
		shareholders’ meeting may adopt a resolution to resume the meeting at another
		venue.
		A resolution may be adopted by the shareholders’ meeting to delay or resume the
		meeting within five days pursuant to Article 182 of the Company Act.
Article	19:	Each shareholder of the Company is entitled to one vote, except for restricted
		voting rights or shares that have no voting rights as listed in the Company Act. The
		shares held by shareholders having no voting rights shall not be counted in the total
		number of issued shares while adopting a resolution at a meeting of shareholders. A
		shareholder who has a personal interest in the matter under discussion at a meeting,
		which may impair the interest of the Company, shall not vote nor exercise the
		voting rights on behalf of another shareholder.
		Shares for which voting rights cannot be exercised as provided in the preceding
		paragraph shall not be counted in the number of votes of shareholders present at the
		meeting.
Article	20:	At the Company’s shareholders’ meeting, voting rights may be exercised
		electronically and in writing. Where voting rights are exercised in writing or
		electronically, such means of exercise shall be expressly provided in the notice of
		the shareholders’ meeting. Any shareholder exercising voting rights in a written or
		electronic form will be deemed as having attended the shareholders’ meeting in
		person, but also deemed as having waived his/her rights with respect to the
		extempore motions and amendments to original proposals at that meeting.
		Any shareholder exercising voting rights in a written or electronic form in the
		preceding paragraph shall deliver his/her intention to do so to the Company two
		days before the date of the shareholders’ meeting. Where duplicate intentions are
		delivered, the one received first shall prevail, unless a statement has been made to
		withdraw said intention.
		Where any shareholder who has exercised voting rights in a written or electronic
		form intends to attend the shareholders’ meeting in person, the shareholder shall
		withdraw his/her previous intention to exercise voting rights in the same way in
		which he/she exercised voting rights two days before the date of the shareholders’
		meeting. If said intention is withdrawn after that period, the voting rights exercised
		in a written or electronic form shall prevail. Where any shareholder who has
		exercised voting rights in a written or electronic form has appointed a proxy to
		attend the shareholders’ meeting through a letter of attorney, the voting rights
		exercised by the appointed proxy at the meeting shall prevail.

Unless otherwise provided for in the Company Act and the Company’s Articles of Incorporation, the decision on an issue shall be resolved by a majority vote in the

		meeting which is attended by shareholder. After the conclusion of the meeting, on
		the same day it is held, the results for each proposal, based on the numbers of votes
		for and against and the number of abstentions, shall be entered into the MOPS.
Article	21:	When there is an amendment or an alternative to a proposal, the chair shall
		present the amended or alternative proposal together with the original proposal and
		decide the order in which they will be put to a vote. When any one among them is
		passed, the other proposals will then be deemed rejected, and no further voting
		shall be required.
Article	22:	The election of directors at a shareholders’ meeting shall be held in accordance
		with the applicable election and appointment rules adopted by the Company, and
		the voting results shall be announced on-site immediately, including the names of
		those elected as directors and the numbers of votes with which they were elected,
		and the names of directors not elected and number of votes they received.
		The ballots for the election referred to in the preceding paragraph shall be sealed
		with the signatures of the monitoring personnel and kept in proper custody for at
		least one year. Where any shareholder files a lawsuit pursuant to Article 189 of the
		Company Act, such records shall be retained until conclusion of the lawsuit.
Article	23:	Resolutions at the shareholders’ meeting shall be made into minutes, which shall
		be signed or sealed by the chair and distributed to all shareholders within 20 days
		after the meeting. The meeting minutes may be prepared and distributed in an
		electronic form.
		The production and distribution of the meeting minutes of the Company in the
		preceding paragraph may be done so on the MOPS.
		In addition to the information on the date, month, year, venue, name of the chair,
		and method of resolution, the essentials and results of the meeting (including the
		number of voting rights counted) shall be detailed in the meeting minutes. In the
		event of an election of directors, the number of votes obtained by each elected
		director shall be disclosed. The meeting minutes shall be kept for the Company
		permanently.
Article	24:	On the day of a shareholders’ meeting, the Company shall compile in the
		prescribed format a statistical statement of the number of shares obtained by
		solicitors through solicitation, the number of shares represented by proxies, and the
		number of shares represented by shareholders, and shall make an express
		disclosure of the same at the place of the shareholders’ meeting.
		If the resolutions adopted by a shareholders’ meeting include material information
		as provided by law or defined by the competent authorities, the Company shall
		upload the resolutions including such information to the MOPS within the
		specified time period.
Article	25:	The chair may direct proctors or security personnel to help maintain order at the
		meeting. When proctors or security personnel help maintain order at the meeting
		place, they shall wear an armband bearing the word “Proctor” or an ID badge.
		Where the shareholders’ meeting venue has loudspeaker equipment, any
		shareholder speaking through any device other than the equipment provided by the
		Company may be stopped by the chair from doing so.
		When a shareholder violates the rules of procedure and defies the chair’s
		correction, obstructing the proceedings and refusing to heed calls to stop, the chair
		may direct the proctors or security personnel to escort the shareholder from the
		meeting.
Article	26:	These Rules, and any amendments hereto, shall be implemented after adoption by
		the shareholders’ meeting.
Article	27:	These Rules were established on September 17, 1999; the 1st amendment was
		made on June 14, 2002; the 2nd amendment was made on June 14, 2006; the 3rd

amendment was made on June 13, 2012; the 4th amendment was made on June 12, 2018; the 5th amendment was made on June 10, 2020; the 6th amendment was made on July 15, 2021.

[Attachment 7]

K.S. TERMINALS INC.

Shareholding of Directors

I. As of the book closure date of this annual general meeting, the paid-in capital of the Company was NTD1,556,548,900, with 155,654,890 shares issued.
II. Under the provisions stipulated in Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by all directors is 9,339,293.
III. The number of shares held by individual and all directors as indicated in the shareholders’ register as of the last day of share transfer registration for this annual general shareholders’ meeting is as follows, in line with the criteria for the number of shares as required by Article 26 of the TWSE.

Title	Account Name	Number of Shares on the Shareholders’ Register as of 2023/04/11	Number of Shares on the Shareholders’ Register as of 2023/04/11
		Shares	Shareholding Ratio (%)
Chairman	Cheng Ke-Pin	4,738,014	3.04%
Director	Cheng Yu-Liang	6,780,191	4.36%
Director	Cheng Hsin-Yen	-	-
Director	Liao Pen-Lin	-	-
Independent Director	Lai Jui-Hua	-	-
Independent Director	Chen Liang-Kung	-	-
Independent Director	Lee Yi-Lung	-	-
Total Shareholding of all Directors		11,518,205	7.40%

[Attachment 8]

Other Matters

The Handling of Proposals of Shareholders at This Annual General Meeting:

(I) According to the provisions stipulated in Article 172-1 - shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal in writing, provided that only one matter shall be allowed and is limited to 300 words (including punctuations).
(II) The period for the Company to accept proposals from shareholders for this year’s annual general meeting was March 31 to April 10, 2023. This has been announced on the MOPS.
(III) The Company did not receive proposal from shareholders.

AI assistant

KST — AGM Information 2023

52240_rns_2023-08-31_4045f09b-14e3-44f5-8ff9-2e33827882fe.pdf

K.S. TERMINALS INC.,

2023 Annual General Shareholders’ Meeting Meeting Handbook

Table of Contents

K.S. TERMINALS INC.

2023 Annual General Shareholders’ Meeting Agenda

Date and Time: June 9, 2023 (Friday) 9:00 a.m.

Meeting Procedure:

One. Call to Order

Two. Chairman’s Opening Speech

Three. Reports

Four. Ratification

Five. Extraordinary Motions

Six. Adjournment

Three. Reports

Four. Ratification

Five. Extraordinary Motions

Six. Adjournment

K.S. TERMINALS INC.

2022 Business Report

(I) Results of the Implementation of the Business Plan:

(II) Revenue, Expenses, and Profitability Analysis

(III) Performance in Research and Development

II. 2022 Business Plan

III. Company’s Future Development Strategy

K.S. TERMINALS INC.

Audit Committee’s Review Report

CPAs’ Audit Report

To K.S. TERMINALS INC.,

Audit opinions

Basis for Audit Opinion

Key Audit Matters

- Inventory Valuation (including investment using the equity method subsidiary inventory)

Other Matters – Making Reference to the Audits of Component Auditors

Responsibilities of the management and the governing body for the parent company-only financial statements

CPAs’ responsibilities for the audit of the parent company-only financial statements

EY Taiwan

K.S. TERMINALS INC.

K.S. TERMINALS INC.

K.S. TERMINALS INC.

K.S. TERMINALS INC.

CPAs’ Audit Report

To K.S. TERMINALS INC.,

Audit opinions

Basis for Audit Opinion

Key Audit Matters

Inventory Valuation

Other Matters – Making Reference to the Audits of Component Auditors

Responsibilities of the management and the governing body for the consolidated financial statements

CPAs’ responsibilities for the audit of the consolidated financial statements

Others

EY Taiwan

K.S. TERMINALS INC. and Its Subsidiaries

K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2022 and 2021

K.S. TERMINALS INC. and Its Subsidiaries

K.S. TERMINALS INC. and Its Subsidiaries

K.S. TERMINALS INC. Statement of Earnings Distribution 2022

K.S. TERMINALS INC.

Articles of Incorporation

Chapter I General Provisions

Chapter II Shares

Chapter III Shareholders’ Meeting

Chapter V Audit Committee

Chapter VIII Supplemental Provisions

K.S. TERMINALS INC.

Rules Governing Shareholders’ Meetings

K.S. TERMINALS INC.

Shareholding of Directors

Other Matters

More from KST

KST AGM Information 2023