KST - AGM Information 2024 | FinancialReports.eu

Sto c k Code: 3003

K.S. TERMINALS INC.

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2024 Annual General Shareholders’ Meeti ng A da Handbook gen

Ju n e 6, 2024

Table of Contents	Table of Contents
Meeting Agenda ---------------------------------------------------------------------- 1
Reports --------------------------------------------------------------------------------- 3
Ratification ---------------------------------------------------------------------------- 4
Discussion ----------------------------------------------------------------------------- 5
Election -------------------------------------------------------------------------------- 5
Other Proposals ---------------------------------------------------------------------- 6
Extraordinary Motions ------------------------------------------------------------- 6
Attachments
I.	2023 Business Report -------------------------------------------------------- 7
II.	Audit Committee’s Review Report --------------------------------------- 11
III.	The CPAs’ Audit Report and the 2023 Parent Company Only and
	Consolidated Financial Statements --------------------------------------- 12
IV.	Statement of Earnings Distribution -------------------------------------- 32
V.	Comparison Table of Amendments to the “Corporate Social
	Responsibility Best-Practice Principles” -------------------------------- 33
VI.	Comparison Table of Amendments to the “Rules Governing
	Shareholders’ Meetings” --------------------------------------------------- 44
VII.	List of Director Candidates for the 9th Term ------------------------ 58
VIII.	Concurrent Positions Held by Candidates for Directors for the 9th
	Term ---------------------------------------------------------------------------- 60
IX.	Articles of Incorporation --------------------------------------------------- 61
X.	Rules Governing Shareholders’ Meetings (Before Amendment) --- 67
XI.	Procedures for Election of Directors ------------------------------------- 75
XII.	Shareholding of Directors -------------------------------------------------- 77
XIII.	Other Matters ----------------------------------------------------------------- 78

K.S. TERMINALS INC.

2024 Annual General Shareholders’ Meeting Agenda

Date and Time : June 6, 2024 (Thursday) 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. 2023 Business Report
II. Audit Committee’s review report on the 2023 financial statements.
III.Remuneration distribution to employees and directors for 2023.
IV.Distribution of cash dividends from earnings in 2023.
V. Amendment to the “Sustainable Development Best-Practice Principles” (originally “Corporate Social Responsibility Best-Practice Principles”)

Four. Ratification

I. Ratification of the 2023 financial statements.
II. 2023 earnings distribution.

Five. Discussion

I. Amendment to the Company’s “Rules Governing Shareholders’ Meetings.”

Six. Election

I. Election of the Company’s 9th Board of Directors

Seven. Other Proposals

I. Lifting of the non-competition restriction against the Company’s new directors.

Eight. Extraordinary Motions

Nine. Adjournment

Three. Reports

I. 2023 Business Report

Description:

(I) For the 2023 Business Report, please refer to Attachment 1 (p. 7-10 of this Handbook).
(II) Please review.
II. Audit Committee’s review report on the 2023 financial statements.

Description:

(I) For the Audit Committee’s Review Report, please refer to Attachment 2 (p. 11 of this Handbook).
(II) Please review.
III. Remuneration distribution to employees and directors for 2023.

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 2023 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)	Estimated Amount of Expenses Recognized in 2023 (B)	Discrepancy (A-B)	Reason for Discrepancy and its Handling
Remuneration to Employees	23,000,000	23,000,000	0	None
Remuneration to Directors	9,000,000	9,000,000	0

(III)Amounts above were distributed in cash.
(IV)Please review.
IV. Distribution of cash dividends from earnings in 2023.

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 NTD 233,482,335, NTD 1.5 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 NTD

     1. Fractions that do not amount to a full NTD 1 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.

V. Amendment to the “Sustainable Development Best-Practice Principles” (originally “Corporate Social Responsibility Best-Practice Principles”)
Description:
- (I) Renaming the “Corporate Social Responsibility Best-Practice Principles” the “Sustainable Development Best-Practice Principles” and making amendments to the relevant provisions accordingly. The comparison table of the amendments is shown in Attachment 5 (p. 33–43 of this Handbook).
- (II) Please review.

Four. Ratification

I. Ratification of the 2023 Financial Statements (proposed by the Board of Directors) Description:
(I) The Company’s 2023 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 2023 Business Report, please refer to Attachment 1 (p. 7-10 of this Handbook).
(III)For various financial statements for 2023, please refer to Attachment 3 (p. 12-31 of this Handbook).
(IV)Please ratify the proposal.

Resolution:

II. 2023 Earnings Distribution (proposed by the Board of Directors) Description:
(I) The profit after tax for 2023 totaled NTD 543,440,520. Under the Articles of Incorporation, a statement of earnings distribution shall be proposed. Please refer to Attachment 4 (p. 32 of this Handbook).
(II) Distribution of earnings will give priority to the 2023 earnings.
(III)Please ratify the proposal.

Resolution:

Five. Discussion

I. Amendment to the Company’s “Rules Governing Shareholders’ Meetings” (proposed by the Board of Directors)

Description:

(I) It is proposed to amend the Company’s “Rules Governing Shareholders’ Meetings” in accordance with the Taiwan Stock Exchange Corporation Tai-Zheng-Zhi-Li-Zi Order No. 1120004167 dated March 17, 2023 to amend the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings.” The comparison table of the amendments is shown in Attachment 6 (pp. 44–57 of this Handbook).
(II) Please proceed with voting.

Resolution:

Six. Election

I. Election of the 9th Board of Directors. (Proposed by the Board of Directors) Description:
(I) The term of office of the Company’s directors will expire on July 14, 2024, and a re-election is planned to be held at the 2024 Annual General Shareholders’ Meeting.
(II) In accordance with the Articles of Incorporation, nine directors (including four independent directors) shall be elected. The directors shall be elected by shareholders under the candidate nomination system from the list of director candidates. The new directors shall assume office immediately after the conclusion of the annual general shareholders’ meeting for a term of three years from June 6, 2024 to June 5, 2027. The term of office of the original directors expires until the new directors take office.
(III)Please refer to Attachment 7 for the list of candidates for directors the 9th term (p. 58–59 of this Handbook).
(IV)Please vote.

Election results:

Seven. Other Proposals

I. Lifting of the non-competition restriction against the Company’s new directors (proposed by the Board of Directors)

Description:

(I) Pursuant to Paragraph 1, Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
(II) It is proposed that the annual general shareholders’ meeting lift the non-competition restrictions imposed by Article 209 of the Company Act on the Company’s new directors. Please refer to Attachment 8 (p. 60 of this Handbook) for details.

(III)Please proceed with voting.

Resolution:

Eight. Extraordinary Motions

Nine. Adjournment

[Attachment 1]

K.S. TERMINALS INC.

2023 Business Report

The international economy continues to be under the influence of high inflation and interest rates. China’s post-pandemic economy also shows no signs of recovery. Geopolitical events such as the continuation of the Russo-Ukrainian War, the Israel–Hamas War in the Middle East, and the Red Sea shipping crisis have caused weak global demand for end products. The industry is still actively destocking, and the manufacturing activities in various countries have yet to recover.

In the first three quarters of 2023, Taiwan’s import, export, and export orders experienced double-digit declines. Except for retail, tourism, passenger transport, semiconductor, and the emerging AI application technology, which have recovered from the pandemic and expanded domestic demand, all industries have experienced a significant decline in orders due to the high base period of 2022 and weak global economy.

Last year, the Company was affected by factors such as inventory adjustment by customers in Europe and the United States, the sharp decline in China’s real estate and private investment, and the change in the specifications of the charging gun products, which caused the overall revenue and profit after tax in 2023 to fall by 13.95% and 39.12%, respectively, compared with 2022.

I. 2023 Business Report

The Company’s 2023 revenue totaled NTD 4,170 million, a decrease of 13.95% compared to NTD 4,846 million in 2022.

Operating profit totaled NTD 689 million, a decrease of 29.91% compared to NTD 983 million in 2022.

Profit after tax was NTD 549 million, a decrease of 39.12% compared to NTD 902 million in 2022.

Profit per share after tax was NTD 3.49.

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

Unit: NTD thousand

Item	2023 Actual Number	2022 Actual Number	Increase (Decrease) Percentage(%)
OperatingIncome	4,169,674	4,845,515	(13.95)
OperatingCosts	2,888,105	3,240,321	(10.87)
Operating Gross Profit	1,281,569	1,605,194	(20.16)
Operating Expenses	592,355	621,799	(4.74)
OperatingProfit	689,214	983,395	(29.91)
Profit Before Tax	769,935	1,252,070	(38.51)
Profit After Tax	549,103	901,893	(39.12)

(II) Revenue, Expenses, and Profitability Analysis

Unit: NTD thousand

	Analysis Item	2023	2022
Financial Income and Expenditure	Interest Income	64,397	26,636
	Interest Expenditure	12,874	13,179
Profitability Analysis	Return on Assets (%)	6.92	11.16
	Return on Shareholders’ Equity (%)	8.86	15.54
	Operating Income to Paid-in Capital Ratio(%)	44.28	63.18
	Net Profit Before Tax to Paid-in Capital Ratio(%)	49.46	80.44
	Net Profit Margin (%)	13.17	18.61
	Earnings per Share After Tax (NTD)	3.49	5.75

(III)Performance in Research and Development

Development of a high-efficiency liquid-cooled DC charging gun.
Development of AC and DC charging guns with NACS-compliant specifications.
Development of electric terminals for copper and aluminum profiles.

II. 2024 Business Plan

(I) Business Policy

Deploy in mainly targeted markets and emerging Markets, establish marketing and sales service bases.

Strengthen talent cultivation, including automation technology R&D talent, overseas manufacturing plant management talent, and overseas marketing talent.
Upgrade the smart manufacturing management system and expand automation equipment, increasing production efficiency.
Establish an ESG organization and function to promote the

low-carbonization of plants, offices, and products.

(II) Key Marketing Policies

Set up a plant in Thailand and a manufacturing location in the U.S. to realize multi-site flexible production.
Establish local sales teams in India, the United States, and Japan to collaborate more deeply with local car manufacturers, system manufacturers, and distributors.
Enhance the international recognition of the Company’s brand and provide customers with complete product design services.

III. Company’s Future Development Strategy

(I) 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) Establish a complete series of charging gun products and enhance laboratory verification and professional technical service capabilities.
IV. Impact of the External Competitive Environment, Regulatory Environment, and Overall Business Environment

According to the forecast of the International Monetary Fund (IMF) for 2024, the global demand for commodities will gradually recover, which will drive the growth of global trade. The annual growth rate of global trade is expected to increase from 0.9% in 2023 to 3.5% this year.

Taiwan’s economy will slow down, quarter by quarter due to the high base period this year. The economic growth will be supported by business investment and foreign net demand, instead of private consumption last year. The Chung-Hua Institution for Economic Research estimates that Taiwan’s economic growth rate in 2024 will be 3.10%. According to the latest economic forecast released by the Directorate-General of Budget, Accounting and Statistics, Taiwan’s economic growth rate in 2024 will increase to 3.43%, which will be the largest growth since 2021.

Taiwan launched its carbon management mechanism in 2024. If the direct or indirect annual carbon emissions of a company’s factory reach 25,000 metric tons, a carbon fee will be levied. It is expected that a carbon fee will be officially levied in 2025 based on the emissions in 2024. The levy standards will also be announced later this year.

Taiwan is about to levy a carbon fee, coupled with the EU’s Carbon Border Adjustment Mechanism (CBAM) and the US Clean Competition Act (CCA). These major international markets will also levy carbon tariffs in the future, and enterprises will become more and more aware of the carbon cost, forcing them to implement a low-carbon transition in their business model, including their products, manufacturing processes, and supply chains.

As a supplier of products for low-carbon and green transformation, K.S. TERMINALS’s main products cover green energy industries such as vehicle electrification, smart grids, energy storage, wind power, and solar energy. We have complete design and development, manufacturing, and rapid delivery capabilities. For a long time, the Company has established a presence in this fast-growing market. In recent years, we have accumulated more and more major customers, and the business opportunities are gradually emerging, which will better contribute to the revenue and profit.

K.S. TERMINALS INC.

Chairman: Cheng Ke-Pin

General Manager: Cheng Chieh-Yuan

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 2023 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 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 2024 Annual General Shareholders’ Meeting

K.S. TERMINALS INC.

Convener of the Audit Committee: Lai Jui-Hua

March 14, 2024

[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, 2023 and 2022 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, 2023 and 2022 and its financial performance and cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

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 parent company-only financial statements for the year ended December 31, 2023, 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

The financial statements of some of the investees included in the Company’s parent company-only financial statements were not audited by us, but by 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. The investment in these investees under the equity method as of December 31, 2023 and 2022 was NTD 261,862 thousand and NTD 279,411 thousand, representing 3% and 4% of total assets, respectively. For the years then ended, the share of profit and loss of subsidiaries, affiliates, and joint ventures were NTD (16,323) thousand and NTD (13,886) thousand, representing (3)% and (1)% of the net profit before tax, respectively. The share

of other comprehensive income of subsidiaries, affiliates, and joint ventures under the equity method was NTD (2,626) thousand and NTD (642) thousand, representing 12% and 6% of net other comprehensive income, respectively.

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 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 parent company-only financial statements for the year ended December 31, 2023. 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 14, 2024

K.S. TERMINALS INC.

Parent Company-only Balance Sheets December 31, 2023 and December 31, 2022

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

Assets	Assets	Assets	December 31,	2023	December 31,	2022
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 1XXX	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 4 and 6.15 4, 6.3, and 6.15 4, 6.3, 6.15, and 7 4, 6.4, and 8 4 and 6.5 4 4 and 6.6 4 and 6.7 4, 6.8, and 8 4, 6.16, and 7 4 4 4 and 6.20	$2,193,799 635,350 - 25,819 324,630 67,316 41,871 920,646 36,139 16,580 4,262,150 104,872 2,132,190 1,305,279 4,499 39,870 6,783 10,729 31,488 3,635,710 $7,897,860	28 8 - - 4 1 1 12 - - 54 1 27 17 - 1 - - - 46 100	$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

(Please see the Notes to the Parent Company-only Financial Statements.)

Chairman: Cheng Ke-Pin

Chief Accounting Officer: Tseng Yu-Chin

General Manager: Cheng Chieh-Yuan

K.S. TERMINALS INC.

Parent Company-only Balance Sheets (Continued) December 31, 2023 and December 31, 2022

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

Liabilities and Equity	Liabilities and Equity	Liabilities and Equity			December 31,2023	December 31,2023	December 31,2022	December 31,2022
Code	AccountingItem	Note			Amount	%	Amount	%
2100 2130 2150 2170 2180 2200 2230 2322 2399 21xx 2540 2570 2600 25xx 2xxx 31xx 3100 3110 3200 3300 3310 3320 3350 3400 3410 3420 3XX X	Current liabilities Short-term Borrowings Contract Liabilities – current Notes Payable Accounts Payable Accounts Payable – Related Parties Other Payables Current Tax Liabilities Long-term Liabilities Due Within One Year or One Business Cycle Other Current Liabilities 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 Common Stock 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 6.9 4 and 6.14 4 and 6.10 4 and 6.20 4 and 6.11 4, 6.16, and 7 4 and 6.11 4 and 6.20 4, 6.16, and 7 6.13 6.13 6.13 12			$400,000 5,154 3,629 60,871 1,535 284,530 55,201 104,116 11,706 926,742 473,282 240,184 879 714,345 1,641,087 1,556,549 27,281 803,369 114,850 3,890,871 4,809,090 (59,024) (77,123) (136,147) 6,256,773 $7,897,860	5 - - 1 - 4 1 1 - 12 6 3 - 9 21 20 - 10 2 49 61 (1) (1) (2) 79 100	$439,800 19,210 4,148 75,269 4,260 346,539 124,604 58,606 7,626 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

(Please see the Notes to the Parent Company-only Financial Statements.)

Chairman: Cheng Ke-Pin

General Manager: Cheng Chieh-Yuan Chief Accounting Officer: Tseng Yu-Chin

K.S. TERMINALS INC.

Parent Company-only Statement of Comprehensive Income For the Years Ended December 31, 2023 and 2022

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

Code	AccountingItem	Note		2023		2022
				Amount	%	Amount	%
4000 5000 5900 5910 5920 5950 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 Items That Will not be Reclassified Subsequently to Profit or Loss Investments in Equity Instruments at Fair Value Through Other Comprehensive Income Unrealized Valuation Gain or Loss 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 - Items That May be Reclassified Subsequently to Profit or Loss Income Tax Related to Items That May be Reclassified Other Comprehensive 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, 6.14, and 7 6.5, 6.17, and 7 6.17 and 7 6.15 4 and 6.18 6.18 6.18 4 and 6.7 4 and 6.20 6.19 and 6.20 4 and 6.21		$2,714,903 (1,944,684) 770,219 (23,147) 38,702 785,774 (153,710) (131,902) (107,093) (78) (392,783) 392,991 59,624 22,653 (12,789) 178,832 248,320 641,311 (97,870) 543,441 (3,211) 260 (19,650) (2,626) 3,930 (21,297) $522,144 $3.49 $3.48	100 (72) 28 (1) 2 29 (6) (5) (3) - (14) 15 2 1 - 6 9 24 (4) 20 - - (1) - - (1) 19	$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

(Please see the Notes to the Parent Company-only Financial Statements.)

Chairman: Cheng Ke-Pin

General Manager: Cheng Chieh-Yuan Chief Accounting Officer: Tseng Yu-Chin

K.S. TERMINALS INC.

Parent Company-only Statement of Changes in Equity For the Years Ended December 31, 2023 and 2022

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

	Item	Common stock	Capital Surplus		Retained Earnings		Other EquityInterest Items	Other EquityInterest 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
Code		3110	3200	3310	3320	3350	3410	3420	3xxx
A1 B1 B5 B17 C15 D1 D3 D5 Q1 Z1 A1 B1 B5 B17 D1 D3 D5 Z1	Balance as of January 1, 2022 Earnings Distribution in 2021 Set aside as Legal Reserve Cash Dividends on Ordinary Shares Reversed Special Reserve Cash Dividends Distributed From Capital Surplus Net Profit 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 Balance as of January 1, 2023 Earnings Distribution in 2022 Set aside as Legal Reserve Cash Dividends on Ordinary Shares Reversed Special Reserve Net Profit for 2023 Other Comprehensive Income for 2023 Total Comprehensive Income in the Current Period Balance as of December 31, 2023	$1,556,549 - $1,556,549 $1,556,549 - $1,556,549	$73,977 (46,696) - $27,281 $27,281 - $27,281	$646,457 77,499 - $723,956 $723,956 79,413 - $803,369	$256,026 (50,154) - $205,872 $205,872 (91,022) - $114,850	$3,144,961 (77,499) (264,614) 50,154 895,386 895,386 (101,257) $3,647,131 $3,647,131 (79,413) (311,310) 91,022 543,441 543,441 $3,890,871	$(68,252) 27,574 27,574 $(40,678) $(40,678) (18,346) (18,346) $(59,024)	$(137,619) (37,810) (37,810) 101,257 $(74,172) $(74,172) (2,951) (2,951) $(77,123)	$5,472,099 - (264,614) - (46,696) 895,386 (10,236) 885,150 -
									$6,045,939
									$6,045,939 - (311,310) - 543,441 (21,297) 522,144
									$6,256,773

(Please see the Notes to the Parent Company-only Financial Statements.)

Chairman: Cheng Ke-Pin

General Manager: Cheng Chieh-Yuan

Chief Accounting Officer: Tseng Yu-Chin

K.S. TERMINALS INC.

Parent Company-only Statement of Cash Flows

For the Years Ended December 31, 2023 and 2022

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

Code	Item	2023	2022	Code	Item	2023	2022
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21300 A22400 A22500 A23100 A23900 A24000 A29900 A30000 A31110 A31130 A31150 A31160 A31180 A31200 A31230 A31240 A32125 A32130 A32150 A32160 A32180 A32230 A33000 A33100 A33200 A33500 AAAA	Cash Flow from Operating Activities: Net Profit Before Tax for This Period Adjustments: Income and Expenses: Depreciation Expenses Amortization Expenses Expected Credit Impairment Losses Net Loss (Gain) on Financial Assets and Liabilities at Fair Value Through Profit or Loss Interest Expenses Interest Income Dividend Income Share of Profit of Subsidiaries, Associates, and Joint Ventures Recognized Using the Equity Method Gain on Disposal and Scrapping of Property, Plants and Equipment Loss (Gain) on Disposal of Investment Unrealized Sales Profit Realized Sales Profit Valuation Losses Changes in Current Assets/Liabilities Related to Operating Activities: Increase in Financial Assets at Fair Value Through Profit or Loss – current Decrease in Notes Receivable Decrease in Accounts Receivable Decrease (Increase) in Accounts Receivable – Related Parties Decrease (Increase) in Other Receivables Decrease in Inventory Decrease (Increase) in Prepayments Decrease (Increase) in Other Current Assets Increase (Decrease) in Contract Liabilities Decrease in Notes Payable Decrease in Accounts Payable (Decrease) Increase in Accounts Payable – Related Parties 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	$641,311 84,247 3,143 78 (15,326) 12,789 (38,540) (2,162) (178,832) (103) 2,550 23,147 (38,702) 544 (321,338) 7,436 21,249 3,657 (3,136) 260,092 (8,982) 2,236 (14,056) (519) (14,398) (2,725) (60,040) 3,568 367,188 40,583 2,162 (233,305) 176,628	$1,109,944 83,207 3,233 6 32,260 13,100 (17,975) (4,320) (327,892) (135) (3,636) 38,702 (42,931) 7,543 (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	BBBB B00010 B00020 B00060 B01800 B02400 B02700 B02800 B04100 B04500 B05400 B06700 B07600 BBBB CCCC C00100 C00200 C01600 C01700 C04020 C04300 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 Decrease (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 Disposal of Property, Plants and Equipment Decrease in Other Receivables Acquisition of Intangible Assets Acquisition of Investment Property Increase in Other Non-current Assets Dividends Received Net Cash Inflow 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 Net Cash Outflow From Financing Activities Increase in 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	- - 138,381 (27,122) - (165,212) 377 234,313 (676) (38,392) (85,671) 440,732 496,730 1,475,000 (1,514,800) 176,274 (59,995) (4,969) 663 (311,310) (12,767) (251,904) 421,454 1,772,345 $2,193,799	(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

Chairman: Cheng Ke-Pin

(Please see the Notes to the Parent Company-only Financial Statements.) General Manager: Cheng Chieh-Yuan

Chief Accounting Officer: Tseng Yu-Chin

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, 2023 and 2022 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, 2023 and 2022, and its consolidated financial performance and consolidated cash flows for the years then ended in conformity 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, 2023, 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, 2023, the Group’s net inventories amounted to NTD 1,430,741 thousand, accounting for 17% 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

The financial statements of some of the investees included in the Group’s consolidated financial statements were not audited by us, but by 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. The investment in these invested companies under the equity method on December 31, 2023 and 2022 was NTD 261,862 thousand and NTD 279,411 thousand, respectively, accounting for 3% and 3% of the consolidated total assets from January 1, 2023 to December 31, 2022 and January 1 to December 31, 2022 respectively. The share of profit and loss of the affiliated company and joint venture of the subsidiaries

recognized by the equity method was NTD (16,323) thousand and NTD (13,886) thousand, respectively, accounting for (2)% and (1)% of the net profit before tax, and was accounted for under the equity method. The share of other comprehensive income of the affiliated companies and joint ventures of the subsidiaries was NTD (2,626) thousand and NTD (642) thousand, accounting for 13% and 9% of other comprehensive income, respectively.

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.

measures).

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, 2023. 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 Company has also prepared the parent company-only financial statements for the years ended December 31, 2023 and 2022, for which we have issued an unqualified opinion, alongside the audit report including an Other Matters section.

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 14, 2024

K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and December 31, 2022

(Amounts in Thousands of New Taiwan Dollars,Unless	(Amounts in Thousands of New Taiwan Dollars,Unless	(Amounts in Thousands of New Taiwan Dollars,Unless	Otherwise Specified)	Otherwise Specified)
Assets			December 31,2023		December 31,2022
Code	AccountingItem	Note	Amount	%	Amount	%
1100 1110 1136 1150 1170 1200 130x 1410 1470 11xx 1517 1550 1600 1755 1760 1780 1840 1900 15xx 1XXX	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 4 and 6.15 4, 6.3, and 6.15 4, 6.4, and 8 4 and 6.5 4 4 and 6.6 4 and 6.7 4, 6.8, and 8 4, 6.16, and 7 4 4 4 and 6.20	$2,982,979 635,350 - 257,981 643,156 44,319 1,430,741 58,933 58,707 6,112,166 104,872 261,862 1,536,487 14,545 45,247 7,673 16,809 42,124 2,029,619 $8,141,785	37 8 - 3 8 - 17 1 1 75 1 3 19 - 1 - - 1 25 100	$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

(Please see Notes to the Consolidated Financial Statements.)

Chairman: Cheng Ke-Pin

General Manager: Cheng Chieh-Yuan

Chief Accounting Officer: Tseng Yu-Chin

K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Balance Sheets (Continued)

December 31, 2023 and December 31, 2022

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

Liabilities and Equity	Liabilities and Equity	Liabilities and Equity	December 31,2023	December 31,2023	December 31,2022	December 31,2022
Code	AccountingItem	Note	Amount	%	Amount	%
2100 2130 2150 2170 2200 2230 2322 2399 21XX 2540 2570 2600 25XX 2XXX 31XX 3100 3110 3200 3300 3310 3320 3350 3400 3410 3420 31XX 36xx 3xxx	Current liabilities Short-term Borrowings Contract Liabilities – current Notes Payable Accounts Payable Other Payables Current Tax Liabilities Long-term Liabilities Due Within One Year or One Business Cycle Other Current Liabilities 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 Common stock 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 Attributable to Owners of the Parent Company Non-controlling Interests Total Equity Total Liabilities and Equity	4 and 6.9 4 and 6.14 4 and 6.10 4 and 6.20 4 and 6.11 4, 6.16, and 7 4 and 6.11 4 and 6.20 4, 6.16, and 7 6.13 6.13 6.13 12 6.13	$401,408 12,541 3,629 142,288 358,854 80,817 104,116 15,136 1,118,789 473,282 240,184 2,269 715,735 1,834,524 1,556,549 27,281 803,369 114,850 3,890,871 4,809,090 (59,024) (77,123) (136,147) 6,256,773 50,488 6,307,261 $8,141,785	5 - - 2 5 1 1 - 14 6 3 - 9 23 19 - 10 1 48 59 (1) (1) (2) 76 1 77 100	$441,194 28,984 4,148 104,754 402,946 161,336 58,606 12,374 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) 6,045,939 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) 75 1 76 100

(Please see Notes to the Consolidated Financial Statements.)

Chairman: Cheng Ke-Pin

General Manager: Cheng Chieh-Yuan

Chief Accounting Officer: Tseng Yu-Chin

K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 and 2022

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

Code	Item	Note	2023	2023	2022
			Amount	%	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 Items That Will not be Reclassified Subsequently to Profit or Loss Unrealized Gain (Loss) From Investments in Equity Instruments Measured at Fair Value Through Other 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 Items Classified to Profit or Loss Income Tax Related to Items That May be Reclassified to Profit or Loss Other Comprehensive Income in the Current Period (net of tax) Total Comprehensive Income in the Current Period Net Profit 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 6.14 6.5 and 6.17 6.17 and 7 6.15 4 and 6.18 6.18 6.18 and 7 4 and 6.7 4 and 6.20 4 and 6.14 6.19 and 6.20 4 and 6.21	$4,169,674 (2,888,105) 1,281,569 (275,840) (187,038) (129,399) (78) (592,355) 689,214 88,848 21,070 (12,874) (16,323) 80,721 769,935 (220,832) 549,103 (3,211) 260 (19,225) (2,626) 3,930 (20,872) $528,231 $543,441 5,662 $549,103 $522,144 6,087 $528,231 $3.49 $3.48	100 (69) 31 (7) (5) (3) - (15) 16 2 - - - 2 18 (5) 13 - - - - - - 13	$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

(Please see Notes to the Consolidated Financial Statements.)

General Manager: Cheng Chieh-Yuan

Chief Accounting Officer: Tseng Yu-Chin

Chairman: Cheng Ke-Pin

K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2023 and 2022

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

	Item			EquityAttributable t	EquityAttributable t	o Owners of the Parent Company	o Owners of the Parent Company	o Owners of the Parent Company		Non-controllin g Interests	Total Equity
		Common stock	Capital Surplus		Retained Earnings		Other Equity Interest Items		Total
				Legal Reserve	Special Reserve	Undistributed Earnings	Exchange Differences Arising on the Translation of the Financial	Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income
Code		3110	3200	3310	3320	3350	3410	3420	31XX	36XX	3XXX
A1 B1 B5 B17 C15 D1 D3 D5 Q1 O1 Z1 A1 B1 B5 B17 D1 D3 D5 Z1	Balance as of January 1, 2022 Earnings Distribution in 2021 Set aside as Legal Reserve Cash Dividends on Ordinary Shares Reversed Special Reserve Cash Dividends Distributed From Capital Surplus Net Profit 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 Balance as of January 1, 2023 Earnings Distribution in 2022 Set aside as Legal Reserve Cash Dividends on Ordinary Shares Reversed Special Reserve Net Profit for 2023 Other Comprehensive Income for 2023 Total Comprehensive Income in the Current Period Balance as of December 31, 2023	$1,556,549 - $1,556,549 $1,556,549 - $1,556,549	$73,977 (46,696) - $27,281 $27,281 - $27,281	$646,457 77,499 - $723,956 $723,956 79,413 - $803,369	$256,026 (50,154) - $205,872 $205,872 (91,022) - $114,850	$3,144,961 (77,499) (264,614) 50,154 895,386 895,386 (101,257) $3,647,131 $3,647,131 (79,413) (311,310) 91,022 543,441 543,441 $3,890,871	$(68,252) 27,574 27,574 $(40,678) $(40,678) (18,346) (18,346) $(59,024)	$(137,619) (37,810) (37,810) 101,257 $(74,172) $(74,172) (2,951) (2,951) $(77,123)	$5,472,099 - (264,614) - (46,696) 895,386 (10,236) 885,150 - $6,045,939 $6,045,939 - (311,310) - 543,441 (21,297) 522,144 $6,256,773	$38,360 6,507 3,228 9,735 (3,694) $44,401 $44,401 5,662 425 6,087 $50,488	$5,510,459 - (264,614) - (46,696) 901,893 (7,008) 894,885 - (3,694) $6,090,340 $6,090,340 - (311,310) - 549,103 (20,872) 528,231 $6,307,261

(Please see Notes to the Consolidated Financial Statements.)

Chairman: Cheng Ke-Pin

General Manager: Cheng Chieh-Yuan

Chief Accounting Officer: Tseng Yu-Chin

K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

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

Code	Item	2023	2022	Code	Item	2023	2022
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21300 A22300 A22500 A23100 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 Profit Before Tax for This Period Adjustments: Income and Expenses: Depreciation Expenses Amortizations Expected Credit Impairment Losses Net (Gain) Loss on Financial Assets at Fair Value Through Profit L Interest Expenses Interest Income Dividend Income Share of Loss of Associates and Joint Ventures Recognized Using the Equity Method Net Gain on Disposal of Property, Plants and Equipment Loss (Gain) on Disposal of Investment Valuation Losses Changes in Current Assets/Liabilities Related to Operating Activities: Increase in Financial Assets at Fair Value Through Profit or Loss t Increase in Notes Receivable Decrease in Accounts Receivable Decrease (Increase) in Other Receivables Decrease in Inventory Decrease (Increase) in Prepayments Decrease (Increase) in Other Current Assets Increase (Decrease) in Contract Liabilities Decrease in Notes Payable Increase (Decrease) in Accounts Payable 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	$769,935 112,266 4,826 78 (15,326) 12,874 (64,397) (2,162) 16,323 (103) 2,550 918 (207,515) (64,560) 117,419 (3,746) 326,246 (17,885) (2,935) (16,318) (519) 40,396 (40,208) 2,321 970,478 66,381 2,162 (370,384) 668,637	$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	BBBB B00010 B00020 B00060 B01800 B02400 B02700 B02800 B04100 B04500 B05400 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 Decrease (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 Disposal of Property, Plants and Equipment Other Receivables – Decrease in Restricted Assets Acquisition of Intangible Assets Acquisition of Investment Property Increase in Other Non-current Assets 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 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 Outflow From Financing Activities Effect of Exchange Rate Changes on Cash and Cash Equivalents Increase in 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	- - 138,381 (1,400) - (186,446) 377 234,313 (1,849) (38,392) (89,394) 55,590 1,477,809 (1,517,609) 176,274 (59,995) (6,034) 663 (311,310) (12,852) - (253,054) (1,506) 469,667 2,513,312 $2,982,979	(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

(Please see Notes to the Consolidated Financial Statements.) General Manager: Cheng Chieh-Yuan

Chairman: Cheng Ke-Pin

Chief Accounting Officer: Tseng

[Attachment 4]

K.S. TERMINALS INC.

Statement of Earnings Distribution

2023

Unit: NTD

Item	Amount

Unappropriated Retained Earnings at the Beginningof the Period	3,347,430,324
Net Profit After Tax for the Year	543,440,520
Subtotal	3,890,870,844
Provision Items:
Less: Those (10%) Set Aside as Legal Reserve	(54,344,052)
Less: Those Set Aside as Special Reserve in Accordance with Law	(21,297,439)
Subtotal of Distributable Earnings for the Year	3,815,229,353
Distribution Items
Shareholder Bonus in Cash	(233,482,335)
Unappropriated Earnings at the End of the Period	3,581,747,018
Note 1: Distribution of earnings will give priority to the 2023 earnings (The number of shares outstanding as of March 14, 2024 was 155,654,890).

Chairman: Cheng Ke-Pin

General Manager: Cheng Chieh-Yuan

Chief Accounting Officer: Tseng Yu-Chin

[Attachment 5]

K.S. TERMINALS INC.

Comparison Table of Amendments to Certain Provisions of the “Corporate Social Responsibility Best-Practice Principles”

Amended Provisions Current Provisions Remarks/Description Name: “Sustainable Development Name: “Corporate Social Change of the Best-Practice Principles” Responsibility Best-Practice Principles” principles’ title Chapter I General Provisions Chapter I General Provisions Article 1 Article 1 In order to fulfill the corporate In order to accomplish the social responsibility and promote corporate social responsibility and economic, environmental and social promote the balance and sustainable advancement so as to achieve the goal development of the economy, of sustainable development, K.S. society, and environment, K.S. TERMINALS INC. (hereinafter TERMINALS INC. (hereinafter referred to as the “Company”) has referred to as the “Company”) has established the Sustainable established the Sustainable Development Best-Practice Principles Development Best-Practice (hereinafter referred to as the Principles (hereinafter referred to as Principles) by reference to the the Principles) by reference to the “Sustainable Development “Corporate Social Responsibility Best-Practice Principles for Best-Practice Principles for TWSE/TPEx Listed Companies” and TWSE/GTSM-Listed Companies” related laws and regulations and related laws and regulations promulgated by the competent promulgated by the competent authority to manage its risks and authority for compliance. impacts on the economy, environment, and society. Article 2 Article 2 The scope of the Principles The scope of the Principles covers the overall business activities covers the overall business of the Company and its group activities of the Company and its companies. group affiliates. While engaging in business While engaging in business operations, the Company shall operations, the Company shall actively implement sustainable actively implement the corporate development to conform with social responsibility to conform international development trends, and with the international trend to through corporate citizenship, balance the environment, society, enhance its contribution to the and corporate governance national economy, improve the development, and through corporate quality of life of employees, the citizenship, enhance its contribution community, and society, and boost its to the national economy, improve sustainable development-based the quality of life of employees, the competitive edge. community, and society, and boost its corporate responsibility-based competitive edge.

Amended Provisions	Amended Provisions	Current Provisions	Current Provisions
Article 3		Article 3
In		In fulfilling the
		social responsibility,the
		operating activities.

Article 4 The Company shall implement sustainable development based on the following principles: I. Implementing corporate governance. II. Developing a sustainable environment. III. Maintaining social welfare. IV. Enhancing the disclosure of corporate sustainable developmentinformation.		Article 4
		The
sustainable development		implementation of	the
following principles:		social responsibility
I.	Implementing
	governance.
II.	Developing a
	environment.
III.
IV.
	corporate


Article 5 The Company shall establish sustainable development policies, systems, or relevant management guidelines and concrete promotion plans, with the relevance between the development trend of domestic and foreignsustainability issuesand the Company’s core business, and the impact of the Company’s and its group companies’ overall operating activities on stakeholders, etc. taken into account,and report them to the shareholders’meeting after they are approved by the Board of Directors. When shareholders put forward proposals involving sustainable development,the Board of Directors		Article 5 The Company shall establish corporate social responsibility policies, systems, or relevant management guidelines and concrete promotion plans, with the relevance between the development trend of domestic and foreign corporate social responsibility issues and the Company’s core business, and the impact of the Company’s and its group companies’ overall operating activities on stakeholders, etc., taken into account. When shareholders put forward proposals involving corporate social responsibility,the

Amended Provisions	Amended Provisions	Current Provisions	Current Provisions
shall consider including them in the shareholders’ meeting agenda.		Board of Directors shall consider including them in the shareholders’ meetingagenda.
Chapter II Implementation of Governance in the Company Article 6 The Company shall establish an effective governance structure and relevant ethical standards in accordance with the Corporate Governance Best-Practice Principles, the Company’s Ethical Corporate Management Best-Practice Principles, and the Code of Ethical Conductto improve governance in the Company.		Chapter II Implementation of Corporate Governance Article 6 The Company shall establish an effective governance structure and relevant ethical standards in accordance withrelated domestic laws and regulationsto improve corporate governance.
Article 7 The Company’s directors shall exercise due care as good administrators in urging the Company to implement sustainable development,and shall review the effectiveness of such implementation and make continual improvements to ensure the implementation of sustainable development policies. In the Company’spromotion of sustainable development goals,the Board of Directors of the Company shall take into full consideration the interests of stakeholders and and include the following: I. Proposing sustainable development missionsor visions and formulating sustainable developmentpolicies, systems or relevant management guidelines. II. Incorporating sustainable developmentinto the Company’s operating activities and development directions and reviewing concrete promotion plans for sustainable development. III. Ensuring the timeliness and accuracy of the disclosure of sustainable development information. The Board of Directors shall authorize thesenior management to		Article 7 The Company’s directors shall exercise due care as good administrators in urging the Company to implement thesocial responsibility,and shall review the effectiveness of such implementation and make continual improvements to ensure the implementation of corporate social responsibility policies. In the Company’sfulfillment of the corporate social responsibility, the Board of Directors of the Company shall take into full consideration the interests of stakeholders and include the following: I. Proposing corporate social responsibility missions or visions and formulating corporate social responsibility policies, systems or relevant management guidelines. II. Incorporating the corporate social responsibilityinto the Company’s operating activities and development directions and reviewing concrete promotion plans for thecorporate social responsibility. III. Ensuring the timeliness and accuracy of the disclosure of corporate social responsibility
and	include the following:
I.	Proposing
		following:
	and formulating	I.	Proposing
	developmentpolicies,

II.	Incorporating
	developmentinto the

		II.	Incorporating the
	reviewing concrete		social responsibility
	plans for		Company’s operating
	development.
III.
			plans for the
			responsibility.
		III.	Ensuring the
The	Board
authorize the

	Amended Provisions		Current Provisions		Remarks/Description
	handle economic, environmental and social issues arising from the Company’s operating activities. The status of handlingshall be reported to the Board of Directors, andthe operating procedures and the responsible personnel shall be specific.		information.
			The Board of Directors
			authorize the General Manager
	Article 8 The Company shall regularly organize education and training on the promotion of sustainable development, including the promotion of Paragraph 2 of the precedingarticle.		Article 8 The Company shall regularly organize education and training on the fulfillment of thecorporate social responsibility,including the promotion of Paragraph 2 of the precedingarticle.
			precedingarticle.
	Article 9 In order to improve the management of sustainable development, the Company shall establish a governance structure topromote sustainable development,and set up a dedicated (or part-time) unit for sustainable development promotion. The unit is responsible for formulating and implementing sustainable development policies, systems, or relevant management guidelines and concrete promotion plans and for making regular reports to the Board of Directors. The Company shall establish a reasonable remuneration policy to ensure that the remuneration plan is in line with the strategic goals of the organization and the interests of stakeholders. The employee performance evaluation system shall be integrated with sustainable development policies, and a clear and effective reward and disciplinary system shall be established.		Article 9
			In order to
			management of the
			responsibility,the
	Article 10 The Company, based on respect for the rights and interests of stakeholders, shall identify its		Article 10 The Company, based on respect for the rights and interests of stakeholders,shall identifyits

Amended Provisions	Amended Provisions	Current Provisions
stakeholders and set up a stakeholder section on the Company’s website; understand the reasonable expectations and needs of stakeholders through appropriate communication methods, and appropriately respond to the importantsustainable development issues of their concern.		stakeholders and set up a stakeholder section on the Company’s website; understand the reasonable expectations and needs of stakeholders through appropriate communication methods, and appropriately respond to the important corporate social responsibility issues of their concern.
		appropriately
		important
		responsibility
		concern.
Article 12 The Company shall be committed to improving the efficiency of energy useand the use of renewable materials with low impact on the environment, so that the Earth’s resources can be used sustainably.		Article 12
sustainably.
Article 14		Article 14
The Company shall		The Company shall
Article 17 The Company shall evaluate the potential risks and opportunities arising from climate change now and in the future and take relevant countermeasures. The Company shall use domestic and foreign standards or guidelines to conduct corporate greenhouse gas inventories and disclose them. The scope includes: I. Direct greenhouse gas emissions: The greenhouse gas emission sources are owned or controlled by the Company. II. Indirect greenhouse gas emissions: Emissions generated from the utilization of energy such asimportedelectricity, heat, or steam. III. Other indirect emissions: Emissions generated from the		Article 17 The Company shall use domestic and foreign standards or guidelines to conduct corporate greenhouse gas inventories and disclose them. The scope includes: I. Direct greenhouse gas emissions: The greenhouse gas emission sources are owned or controlled by the Company. II. Indirect greenhouse gas emissions: Emissions generated from the utilization of energy such aspurchasedelectricity, heat, or steam.
I.



II.


	such as

III.

Amended Provisions	Amended Provisions	Current Provisions
		The Company shall pay attention to the impact of climate change on operating activities, formulate energy conservation and carbon reduction and greenhouse gas reduction strategies based on operating conditions or greenhouse gas inventory results, and incorporate the acquisition of carbon rights into the planning and evaluation of the Company’s carbon reduction strategies for promotion in order to reduce the impact of the Company’s operating activities on climate change.



	the Company.
	The Company shall
statistics on its greenhouse
emissions, water consumption
Article 20 The Company shall provide employees with a safe and healthy working environment, including the provision of necessary health and first aid facilities, and be committed to reducing risk factors to the safety and health of employees in order to prevent occupational disasters. The Company shall regularly implement safety and health education and training for employees.		Article 20 The Company shall provide employees with a safe and healthy working environment, including necessary health and first aid facilities, setting up a medical office, training qualified first aid personnel, and establishing a system for regular on-site physician visits. The Company is committed to reducing risk factors to the safety and health of employees in order to prevent occupational disasters. The Company shall regularly implement safety and health education and training for employees.
Article 21 The Company shall create a good environment for employees’ career development and establish effective career and ability development training programs. The Company shall formulate and implement reasonable employee welfare measures (including remuneration, leave and other benefits),and appropriately reflect the business performance or results in employee remuneration to ensure the recruitment, retention and		Article 21 The Company shall create a good environment for employees’ career development and establish effective career and ability development training programsand promotion systems. The Company shall appropriately reflect thecorporate operation performance or results in the employee remunerationpolicy to ensure the recruitment, retention and encouragement of human resources,achievingthegoal of

Amended Provisions	Current Provisions	Remarks/Description
encouragement of human resources, achieving the goal of sustainable operations.	sustainable operations.
Article 22-1 The Company shall treat customers or consumers of its products or services in a fair and reasonable manner, including upholding fairness and integrity in contracting, fulfilling the duty of care and fiduciary duty, engaging in truthful advertising and solicitation, and ensuring the suitability of products or services, notification and disclosure, remuneration and performance balance, complaint protection, and the professionalism of the sales force, and formulate relevant implementation strategies and specific measures.	Article 23 The Company shall treat customers or consumers of its products or services in a fair and reasonable manner, including upholding fairness and integrity in contracting, fulfilling the duty of care and fiduciary duty, engaging in truthful advertising and solicitation, and ensuring the suitability of products or services, notification and disclosure, remuneration and performance balance, complaint protection, and the professionalism of the sales force, and formulate relevant implementation strategies and specific measures.	Change of the order of the article.
Article 23 The Company shall be accountable to its products and services and value marketing ethics. The R&D, procurement, production, operations, and service processes must ensure the transparency and safety of product and service information. Relevant consumer rights and interests policies shall be formulated and disclosed, and implemented in operating activities, in order to prevent products or services from damaging the rights, interests, health, and safety of consumers.	Article 24 The Company shall be accountable to its products and services and value marketing ethics. The R&D, procurement, production, operations, and service processes must ensure the transparency and safety of product and service information. Relevant consumer rights and interests policies shall be formulated and disclosed, and implemented in operating activities, in order to prevent products or services from damaging the rights, interests, health,and safetyof consumers.	Change of the order of the article.
Article 24 The Company shall ensure the quality of products and services in accordance with government regulations and industry-related norms. The Company shall follow relevant laws and regulations and international standards forcustomer health and safety, customer privacy, and the marketing and labeling of its products and services, and shall not deceive, mislead, commit fraud or anyother behavior that undermines	Article 25 The Company shall ensure the quality of products and services in accordance with government regulations and industry-related norms. The Company shall follow relevant laws and regulations and international standards for the marketing and labeling of its products and services, and shall not deceive, mislead, commit fraud or any other behavior that undermines consumer trust or damages	Change of the order of the article.

Amended Provisions Current Provisions Remarks/Description consumer trust or damages consumer consumer rights and interests. rights and interests. Article 25 Article 26 Change of the order The Company shall evaluate and The Company shall evaluate manage various risks that may cause and manage various risks that may of the article. business interruption to mitigate their cause business interruption to impact on consumers and the society. mitigate their impact on consumers The Company shall provide and the society. transparent and effective consumer The Company shall provide complaint procedures for products transparent and effective consumer and services, handle consumer complaint procedures for products complaints fairly and in a timely and services, handle consumer manner, and comply with the complaints fairly and in a timely Personal Data Protection Act and manner, and comply with the other related laws and regulations to Personal Data Protection Act and respect consumers’ right to privacy other related laws and regulations to and protect the personal information respect consumers’ right to privacy provided by consumers. and protect the personal information provided by consumers. Article 26 Article 27 Change of the order The Company shall assess the The Company shall assess the environmental and social impacts of environmental and social impacts of of the article. its procurement activities on the its procurement activities on the supply source community, and work supply source community, and work with suppliers to fulfill the corporate with suppliers to fulfill the social responsibility. corporate social responsibility. The Company shall establish a Before conducting business supplier management policy that transactions, the Company shall requires suppliers to comply with evaluate suppliers for any records relevant regulations on environmental of impact on the environment and protection, occupational safety and society in order to avoid trading health, or labor human rights. Before with those contradicting the conducting business transactions, the Company’s corporate social Company shall evaluate suppliers for responsibility policy. any records of impact on the environment and society in order to avoid trading with those contradicting When the Company enters into the Company’s corporate social contracts with major suppliers, the responsibility policy. contents shall include clauses that When the Company enters into require compliance with the contracts with major suppliers, the corporate social responsibility contents shall include clauses that policies of both parties and outline require compliance with the corporate that the contract may be terminated social responsibility policies of both or rescinded at any time if the parties and outline that the contract supplier is involved in a policy may be terminated or rescinded at any violation that causes a significant time if the supplier is involved in a impact on the environment of the policy violation that causes a supply source community and the significant impact on the environment society. of the supply source community and

Amended Provisions	Current Provisions	Current Provisions	Remarks/Description
the society.
Article 27 The Company shall assess the impact of the Company’s operations on the community and appropriately hire local human resources to enhance community recognition. Through equity investment, commercial activities, donations, corporate volunteer services or other public welfare and professional services, the Company shall invest resources in organizations that solve social or environmental problems through business models, civic organizations and charities engaging in community development and community education, and related activities of government agencies to promote community development.	Article 28 The Company shall assess the impact of the Company’s operations on the community and appropriately hire local human resources to enhance community recognition. Through equity investment, commercial activities, donations, corporate volunteer services or other public welfare and professional services, the Company shall invest resources in organizations that solve social or environmental problems through business models, civic organizations and charities engaging in community development and community education, and related activities of government agencies to promote communitydevelopment.		Change of the order of the article.
Article 27-1 Through donations, sponsorship, investment, procurement, strategic collaboration, corporate volunteer technical services, or other forms of support, the Company shall continue to inject resources into cultural and artistic activities or cultural and creative industries to promote cultural development.	(Newly added)		Addition of a provision.
Chapter V Enhancement of Disclosure of Corporate Sustainability Information Article 28 The Company shall disclose information in accordance with related laws and regulations and the Corporate Governance Best-Practice Principles, and make full disclosures of reliable information related to sustainable development to enhance information transparency. The sustainable development information disclosed by the Company is as follows: I. The sustainable development policies, systems, or relevant management guidelines and	Chapter V Enhancement of Disclosure of Corporate Social Responsibility Information Article 29 The Company shall disclose information in accordance with related laws and regulations and the Corporate Governance Best-Practice Principles, and make full disclosures of reliable information related to the corporate social responsibility to enhance information transparency. The corporate social responsibilityinformation disclosed by the Company is as follows: I. The corporate social responsibility policies,		Change of the order of the article.
	I.	The

Amended Provisions	Amended Provisions	Current Provisions	Current Provisions	Remarks/Description
	concrete promotion plans approved by the Board of Directors. Risks and impacts arising from the implementation of corporate governance, the development of a sustainable environment, and the maintenance of social welfare on the Company’s operations and financial position. The Company’s promotion goals, measures, and implementation performance for sustainable development. Major stakeholders and issues of their concern. Disclosure of information on the management and performance of major suppliers in relation to material environmental and social issues. Other information related to sustainable development.		systems, or relevant management guidelines and concrete promotion plans approved by the Board of Directors. Risks and impacts arising from the implementation of corporate governance, the development of a sustainable environment, and the maintenance of social welfare on the Company’s operations and financial position. The Company’s fulfillment goals, measures, and implementation performance for corporate social responsibility. Major stakeholders and issues of their concern. Disclosure of information on the management and performance of major suppliers in relation to material environmental and social issues. Other information related to corporate social responsibility.


II.

		II.





III.

		III.

IV.
			for
V.
		IV.

		V.

VI.



		VI.

Article 29		Article 30		Change of the order of the article.
The Company		The Company shall
		report shall include the
I.		I.




II.		II.

III.		III.

Amended Provisions	Current Provisions	Remarks/Description
IV. Future improvement directions andgoals.	IV. Future improvement directions andgoals.
Chapter VI Supplementary Provisions Article 30 The Company shall pay attention to the development of domestic and foreign sustainable development standards and changes in the corporate environment at all times, and review and improve the sustainable development system established by the Company to enhance the effectiveness of sustainable development promotion.	Chapter VI Supplementary Provisions Article 31 The Company shall pay attention to the development of domestic and foreigncorporate social responsibilitystandards and changes in the corporate environment at all times, and review and improve thecorporate social responsibility system established by the Company to enhance the effectiveness of corporate social responsibility fulfillment.	Change of the order of the article.
Article 32 The Principles were established on August 10, 2017, andthe 1st amendment was made on May 10, 2023.	Article 33 The Principles were established on August 10, 2017.	Change of the order of the article; addition of the date of amendment.

[Attachment 6]

K.S. TERMINALS INC.

Comparison Table of Amendments to Certain Provisions of the “Rules Governing Shareholders’ Meetings”

Amended Provisions Current Provisions Description Article 3 Article 3 1. Partial amendment in Unless otherwise provided by Unless otherwise provided accordance with the Company Act, a shareholders’ by the Company Act, a Tai-Zheng-Zhi-Li-Zi meeting of the Company is shareholders’ meeting of the Announcement No. convened by the Board of Company is convened by the 1120004167 issued by Directors. Board of Directors. Taiwan Stock Exchange Unless otherwise provided by 30 days before the Corporation on March 17, the Regulations Governing the Company convenes an annual 2023. Administration of Shareholder general shareholders’ meeting or 2. Amendment to Services of Public Companies, the 15 days before a special Paragraph 3 in accordance Company’s convening of a shareholders’ meeting, the with Article 6 of the virtual-only shareholders’ meeting Company shall prepare Regulations Governing shall be specified in the Articles of electronic files of the meeting Content and Compliance Incorporation and subject to a announcement, proxy form, Requirements for resolution of the Board of Directors explanatory materials relating to Shareholders’ Meeting adopted by a majority of the proposals for ratification, matters Agenda Handbooks of attending directors that represent for deliberation, election or Public Companies, as two-thirds or more of all directors. dismissal of directors, and other amended and promulgated Changes to the method of matters on the shareholders’ on December 16, 2021. convening a shareholders’ meeting meeting agenda, and upload of the Company shall be subject to them to the MOPS. 21 days a resolution of the Board of before the Company convenes an Directors and made no later than annual general shareholders’ the dispatch of the notice of the meeting or 15 days before a shareholders’ meeting. special shareholders’ meeting, 30 days before the Company the Company shall prepare convenes an annual general electronic files of the shareholders’ meeting..., the shareholders’ meeting agenda Company shall prepare electronic handbook and supplemental files and transmit them to the materials, and upload them to the Market Observation Post System. MOPS. When the Company will However, if the Company’s paid-in convene a shareholders’ meeting, capital at the end of the most recent it shall, 15 days before the fiscal year reaches NTD 10 billion scheduled date of the or more or the total shareholding of shareholders’ meeting, prepare foreign and Chinese investors the shareholders’ meeting agenda recorded on the shareholders’ handbook and supplemental register for the annual general materials and make them shareholders’ meeting in the most available for the shareholders to recent year reaches 30% or more, obtain and review at any time. the transmission of the The handbook shall be displayed

Amended Provisions	Amended Provisions	Current Provisions	Description

aforementioned electronic files		at the Company and its stock
shall be completed 30 days before		registrar and transfer agent,and
the annual general shareholders’		shall distribute them on-site at
meeting.		the shareholder’s meeting.
	(The rest is omitted)	(The rest is omitted)
	The Company shall make the
handbook and supplementary
materials referred to in the
preceding paragraph available to
shareholders for reference in the
following manners on the day of
the shareholders’meeting:
	1. When a physical
shareholders’meeting is convened,
the materials shall be distributed at
the venue of the shareholders’
meeting.
	2. When a hybrid
shareholders’meeting is convened,
the materials shall be distributed at
the venue of the shareholders’
meeting and transmitted
electronically to the virtual meeting
platform.
	3. When a virtual-only
shareholders’meeting is convened,
the materials shall be transmitted
electronically to the virtual meeting
platform.
(The rest is omitted)
Article 4		Article 4	1. Partial amendment in
Paragraphs 1 and 2 are		Paragraphs 1 and 2 are	accordance with
omitted.		omitted.	Tai-Zheng-Zhi-Li-Zi
			Announcement No.
	After the service of a written
proxy to the Company, if the			1120004167 issued by
shareholder issuing the said proxy			Taiwan Stock Exchange
intends to attend the shareholders’			Corporation on March 17,
meeting virtually, a written proxy			2023.
rescission notice shall be filed with			2. Amendment to
the Company two days prior to the			Paragraph 3 of this Article
date of the shareholders’meeting;			in accordance with
otherwise, the voting rights			Paragraph 4, Article 177 of
exercised by the authorized proxy			the Company Act.
at the meeting shall prevail.
Article 5		Article 5	1. Partial amendment in
The Company shall specify in		The Company shall specify	accordance with
the meeting notice the time and		in its shareholders’ meeting	Tai-Zheng-Shang-Yi-Zi
place where the registration will be		notices the time duringwhich	Announcement No.

Amended Provisions Current Provisions Description accepted for shareholders, attendance registration for 1020003468 issued by solicitors, and authorized proxies shareholders, the place to register Taiwan Stock Exchange (hereinafter collectively referred to for attendance, and other matters Corporation on February as “shareholders”), and other for attention. 27, 2013. matters to be noted. The time during which The time for shareholder shareholder attendance registration shall be at least 30 registration will be accepted, as minutes before the commencement stated in the preceding of the meeting. The place for paragraph, shall be at least 30 registration shall be clearly marked minutes prior to the time the and sufficient qualified personnel meeting commences. The place shall be assigned to handle the at which attendance registration registration. For a virtual-only is accepted shall be clearly shareholders’ meeting, the virtual marked and a sufficient number meeting platform will start to of suitable personnel assigned to accept shareholder registrations 30 handle the registrations. minutes before the meeting begins. A shareholder or a proxy Shareholders who have completed appointed by a shareholder registrations shall be deemed to (hereinafter referred to as a have attended the meeting in shareholder) shall attend person. shareholders’ meetings based on A shareholder shall attend attendance cards, sign-in cards, shareholders’ meetings based on or other certificates of attendance cards, sign-in cards, or attendance. The Company shall other certificates of attendance. The not arbitrarily add requirements Company shall not arbitrarily add for other documents beyond requirements for other documents those showing eligibility to beyond those showing eligibility to attend presented by shareholders. attend presented by shareholders. Solicitors soliciting written Solicitors soliciting written proxies proxies shall also bring shall also bring identification identification documents for documents for verification. verification. Paragraphs 4–6 are omitted Where a virtual-only shareholders’ meeting is convened, Paragraphs 4–6 are omitted shareholders who intend to attend the meeting virtually shall register with the Company two days before the shareholders’ meeting. Where a virtual-only shareholders’ meeting is convened, the Company shall upload the agenda handbook, annual report, and other relevant materials to the virtual meeting platform for the shareholders’ meeting at least 30 minutes before the start of the meeting, and keep disclosing them until the end of the

Amended Provisions	Amended Provisions	Amended Provisions	Amended Provisions	Amended Provisions	Current Provisions	Description

meeting.

Article 6					Article 6	Partial amendment in
Shares shall be the basis for					Shares shall be the basis for	accordance with
the calculation of attendees at a					the calculation of attendees at a	Tai-Zheng-Zhi-Li-Zi
shareholders’ meeting. The number					shareholders’ meeting. The	Announcement No.
of shares represented by					number of shares represented by	1110004250 issued by
participating shareholders shall be					participating shareholders shall	Taiwan Stock Exchange
calculated based on the sign-in					be calculated based on the	Corporation on March 8,
book or the submitted sign-in cards					sign-in book or the submitted	2022.
and			the number of shares		sign-in cards, added with the
represented by shareholders					number of shares with voting
completing registrations on the					rights that are exercised in
virtual meeting platform, added					writing or by electronic means.
with the number of shares with
voting rights that are exercised in
writingor byelectronic means.
Article 6-1					None	Partial amendment in
The Company shall specify the						accordance with
following in the shareholders’						Tai-Zheng-Zhi-Li-Zi
meeting notice when convening a						Announcement No.
virtual-only shareholders’meeting:						1120004167 issued by
I.	Methods for shareholders’					Taiwan Stock Exchange
	participation in the meeting					Corporation on March 17,
	and exercise of their rights.					2023.
II.	Methods for handling a
	disruption to the virtual
	meeting platform or virtual
	participation due to natural
	disasters, accidents or other
	_force majeure_events, at least
	including the following:
		(I)		The date and time the
				meeting will be
				postponed to or resumed
				if the aforementioned
				disruption cannot be ruled
				out.
		(II)		Shareholders who did not
				register to participate in
				the original shareholders’
				meeting virtually are not
				allowed to participate in
				the postponed or resumed
				meeting.
		(III) Where the virtual meeting
				at a hybrid shareholders’
				meeting cannot continue
				and the total number of

		Amended Provisions	Amended Provisions

			shares represented in the
			meeting, net of those
			represented by virtual
			participants, meets the
			minimum legal
			requirement for a
			shareholders’ meeting,
			the shareholders’meeting
			shall continue. The shares
			represented by the virtual
			participants shall be
			counted toward the total
			number of shares
			represented by
			shareholders present at
			the meeting, and the
			virtual participants shall
			be deemed to have
			abstained from voting on
			all proposals in the
			meeting agenda of that
			shareholders’meeting.
		(IV) Actions to be taken if the
			results of all proposals
			have been announced and
			no extraordinary motion
			has been made.
III.	To		convene a virtual
	shareholders’ meeting,
	appropriate alternative
	measures available to
	shareholders with difficulties
	in attending the shareholders’
	meeting virtually shall be
	specified. Except for the
	circumstances set forth in
	Paragraph 6, Article 44-9 of
	the Regulations Governing the
	Administration of Shareholder
	Services of Public Companies,
	the Company shall at least
	provide connection equipment
	and necessary assistance to
	shareholders, and specify the
	period during which
	shareholders may apply to the
	Company and other matters to
	be noted.

Amended Provisions	Amended Provisions	Current Provisions	Description

Article 7		Article 7	Addition of Paragraph 2 to
The venue for a shareholders’		The venue for a	specify that the Company’s
meeting shall be the premises of		shareholders’ meeting shall be	virtual shareholders’
the Company, or a place easily		the premises of the Company, or	meetings are not subject to
accessible to shareholders and		a place easily accessible to	the venue restriction. The
suitable for holding the		shareholders and suitable for	original paragraph 2 was
shareholders’ meeting. The meeting		holding the shareholders’	renumbered Paragraph 3.
shall not begin earlier than 9 a.m.		meeting. The meeting shall not
or later than 3 p.m.		begin earlier than 9 a.m. or later
	The preceding paragraph on	than 3 p.m.
the meeting venue does not apply		Paragraphs 2–4 are omitted
to the Company’s virtual
shareholders’meetings.
Paragraphs 3–5 are omitted
Article 9		Article 9	1. Partial amendment with
Paragraphs 1 and 2 are		Paragraphs 1 and 2 are	reference to Article 183 of
omitted.		omitted.	the Company Act and
	Where a virtual shareholders’		Article 18 of the
meeting is convened, the Company			Regulations Governing
shall keep records of shareholders’			Procedure for Board of
registrations, questions raised,			Directors Meetings of
votes cast, and the number of votes			Public Companies.
counted by the Company, and			2. Partial amendment in
continuously audio and video			accordance with
record, without interruption, the			Tai-Zheng-Zhi-Li-Zi
virtual meeting from beginning to			Announcement No.
end.			1120004167 issued by
	The records and audio and		Taiwan Stock Exchange
video recordings in the preceding			Corporation on March 17,
paragraph shall be properly			2023.
retained during the Company’s
existence. The audio and video
recordings shall be provided to the
body commissioned to handle
matters related to the virtual
meeting for retention.
	Where a virtual shareholders’
meeting is convened, the Company
is advised to audio and video
record the back-end operation
interface of the virtual meeting
platform.
Article 10		Article 10	1. Partial amendment in
Paragraph 1 is omitted.		Paragraph 1 is omitted.	accordance with
The chair shall call the		The chair shall call the	Tai-Zheng-Zhi-Li-Zi
meeting to order at the appointed		meeting to order at the appointed	Announcement No.
meeting time. However, when		meeting time. However, when	1120004167 issued by
attending shareholders do not		attendingshareholders do not	Taiwan Stock Exchange

Amended Provisions Current Provisions Description represent a majority of the total represent a majority of the total Corporation on March 17, number of issued shares, the chair number of issued shares, the 2023. may announce a postponement, chair may announce a 2. Partial amendment with provided that there are no more postponement, provided that reference to Article 183 of than two such postponements, for a there are no more than two such the Company Act and combined total of no more than 1 postponements, for a combined Article 18 of the hour. If the shareholders’ meeting is total of no more than 1 hour. If Regulations Governing not attended by shareholders the attending shareholders after Procedure for Board of representing one-third or more of the second postponement do not Directors Meetings of the total number of issued shares represent at least one third of the Public Companies. after two postponements, the chair total outstanding shares, the chair shall announce adjournment of the will announce adjournment of meeting. the meeting due to the lack of a If, after two postponements, the quorum. number of attending shareholders If the attending shareholders still does not meet the quorum and after the second postponement, the shareholders represent one-third while still not meeting the or more of the total number of quorum, represent at least one issued shares, a tentative resolution third of the total outstanding may be adopted in accordance with shares, a tentative resolution may Paragraph 1, Article 175 of the be adopted in accordance with Company Act and shall be Paragraph 1, Article 175 of the communicated to the shareholders, Company Act and communicated and the meeting shall be convened to the shareholders to notify again within one month. If the them that the meeting will be shareholders’ meeting is convened convened again within one virtually, shareholders who intend month. to attend the meeting virtually (The rest is omitted) re-register with the Company in accordance with Article 5. (The rest is omitted) Article 12 Article 12 1. Partial amendment in Paragraph 1 is omitted. Paragraph 1 is omitted. accordance with If a virtual shareholders’ Tai-Zheng-Zhi-Li-Zi meeting is convened, shareholders Announcement No. attending the meeting virtually may 1120004167 issued by ask questions in writing on the Taiwan Stock Exchange virtual meeting platform for the Corporation on March 17, shareholders’ meeting after the 2023. chair declares the meeting to order 2. Partial amendment with and before the chair declares the reference to Article 183 of meeting adjourned. No more than the Company Act and two questions may be raised on the Article 18 of the same proposal. Each question shall Regulations Governing contain no more than 200 words. Procedure for Board of Paragraph 1, Article 13, and Article Directors Meetings of 14 do not apply. Public Companies. As long as the questions so

Amended Provisions Current Provisions Description raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable they be disclosed to the public on the virtual meeting platform. Article 20 Article 20 1. Partial amendment in Paragraphs 1 and 2 are Paragraphs 1 and 2 are accordance with omitted. omitted. Tai-Zheng-Zhi-Li-Zi Where any shareholder who Where any shareholder who Announcement No. has exercised voting rights in a has exercised voting rights in a 1120004167 issued by written or electronic form intends written or electronic form Taiwan Stock Exchange to attend the shareholders’ meeting intends to attend the Corporation on March 17, in person or virtually, the shareholders’ meeting in person, 2023. shareholder shall withdraw his/her the shareholder shall withdraw 2. Partial amendment with previous intention to exercise his/her previous intention to reference to the Ministry voting rights in the same way in exercise voting rights in the same of Economic Affairs’ which he/she exercised voting way in which he/she exercised Letter Jing-Shang-Zi No. rights two days before the date of voting rights two days before the 10102404740 dated the shareholders’ meeting. If said date of the shareholders’ February 24, 2012 and intention is withdrawn after that meeting. If said intention is Letter Jing-Shang-Zi No. period, the voting rights exercised withdrawn after that period, the 10102414350 dated May 3 in a written or electronic form shall voting rights exercised in a of the same year. prevail. Where any shareholder written or electronic form shall who has exercised voting rights in prevail. Where any shareholder a written or electronic form has who has exercised voting rights appointed a proxy to attend the in a written or electronic form shareholders’ meeting through a has appointed a proxy to attend letter of attorney, the voting rights the shareholders’ meeting exercised by the appointed proxy at through a letter of attorney, the the meeting shall prevail. voting rights exercised by the Paragraph 4 is omitted. appointed proxy at the meeting Shareholders attending a shall prevail. virtual shareholders’ meeting Paragraph 4 is omitted. virtually shall vote on various proposals and election proposals through the virtual meeting platform after the chair announces the meeting to order, and shall complete the voting before the chair announces that the voting ends, or the shareholders will be deemed to have abstained from the voting. If a virtual shareholders’ meeting is convened, votes shall be counted at once after the chair

Amended Provisions	Amended Provisions	Current Provisions	Description

announces that the voting ends, and
the voting and election results shall
be announced immediately.
	For a hybrid shareholders’
meeting, if shareholders who
registered to attend the meeting
virtually in accordance with Article
5 intend to attend the physical
meeting in person, they shall
withdraw their registration two
days before the shareholders’
meeting in the same manner as they
registered. If their registration is
not withdrawn within the time
limit, they may only attend the
shareholders’meeting virtually.
	A shareholder who has
exercised voting rights in a written
or electronic form without
withdrawing his/her declaration of
intent and participates in a
shareholders’ meeting virtually
shall not exercise voting rights on
the original proposal, except for
extraordinary motions, propose any
amendment to the original
proposal, or exercise voting rights
on an amendment to the original
proposal.

Article 23		Article 23	1. Paragraphs 1 to 3 are
	Paragraphs 1 to 3 are omitted.	Paragraphs 1 to 3 are	not amended.
	Where a virtual shareholders’	omitted.	2. Partial amendment in
meeting is convened, the minutes			accordance with
of the meeting shall record, in			Tai-Zheng-Zhi-Li-Zi
addition to the matters required by			Announcement No.
the preceding paragraph, the			1120004167 issued by
beginning and ending time of the			Taiwan Stock Exchange
shareholders’meeting, the method			Corporation on March 17,
of convening the meeting, the name			2023.
of the chair and the minutes taker,			3. Partial amendment in
and the method and status of			accordance with Article
handling a disruption to the virtual			44-20 of the Regulations
meeting platform or virtual			Governing the
participation due to natural			Administration of
disasters, accidents or other_force_			Shareholder Services of
_majeure_events.			Public Companies.
	The Company shall comply

Amended Provisions Current Provisions Description with the preceding paragraph when convening a virtual shareholders’ meeting, and specify in the minutes of the meeting the alternative measures provided for shareholders with difficulties in attending the shareholders’ meeting virtually. Article 24 Article 24 1. Partial amendment in On the day of a shareholders’ On the day of a accordance with meeting, the Company shall shareholders’ meeting, the Tai-Zheng-Zhi-Li-Zi compile in the prescribed format a Company shall compile in the Announcement No. statistical statement of the number prescribed format a statistical 1120004167 issued by of shares obtained by solicitors statement of the number of Taiwan Stock Exchange through solicitation, the number shares obtained by solicitors Corporation on March 17, of shares represented by authorized through solicitation and the 2023. proxies, and the number of shares number of shares represented by 2. Partial amendment in represented by shareholders authorized proxies, and shall accordance with Article attending the meeting by make an express disclosure of 44-20 of the Regulations correspondence or electronic the same at the venue of the Governing the means, and shall make an express shareholders’ meeting. Administration of disclosure of the same at the venue (The rest is omitted) Shareholder Services of of the shareholders’ meeting. If a Public Companies. virtual shareholders’ meeting is convened, the Company shall upload the aforementioned information to the virtual meeting platform for the shareholders’ meeting at least 30 minutes before the start of the meeting and keep disclosing it until the end of the meeting. For a virtual shareholders’ meeting, when the meeting is called to order, the total number of shares represented by the attending shareholders shall be disclosed on the virtual meeting platform. The same shall apply to if there are statistics on the total number of shares and voting rights represented by the attending shareholders. (The rest is omitted) Article 26 1. Addition of this article. If a virtual shareholders’ 2. Partial amendment in meeting is convened, the Company accordance with shall disclose the voting results of Tai-Zheng-Zhi-Li-Zi each proposal and election results Announcement No.

Amended Provisions	Amended Provisions	Description

on the virtual meeting platform for		1120004167 issued by
the shareholders’ meeting in		Taiwan Stock Exchange
accordance with the regulations		Corporation on March 17,
immediately after the end of the		2023.
voting and keep disclosing them for		3. Partial amendment in
at least 15 minutes after the chair		accordance with Article
declares the meeting adjourned.		44-20 of the Regulations
		Governing the
		Administration of
		Shareholder Services of
		Public Companies.
Article 27		`一、`Addition of this
	When the Company convenes	article.
a virtual shareholders’meeting, the		2. Partial amendment in
chair and the minutes taker shall be		accordance with Article
in the same location in the		44-20 of the Regulations
Republic of China (Taiwan), and		Governing the
the chair shall announce the		Administration of
address of the location at the time		Shareholder Services of
of the meeting.		Public Companies.
Article 28		1. Addition of this article.
	If a virtual shareholders'	2. Partial amendment in
meeting is convened, the chair		accordance with
shall, when calling the meeting to		Tai-Zheng-Zhi-Li-Zi
order, make a separate		Announcement No.
announcement, declaring that,		1120004167 issued by
unless under a circumstance where		Taiwan Stock Exchange
a meeting is not required to be		Corporation on March 17,
postponed or resumed at another		2023.
time under Paragraph 4, Article		3. Partial amendment in
44-20 of the Regulations		accordance with Article
Governing the Administration of		44-20 of the Regulations
Shareholder Services of Public		Governing the
Companies, if the virtual meeting		Administration of
platform or virtual participation is		Shareholder Services of
disrupted due to natural disasters,		Public Companies, the
accidents, or other_force majeure_		second half of Article 12
events before the chair announces		and Paragraph 3, Article
the meeting adjourned and the		13 of the Regulations
disruption continues for more than		Governing the Use of
30 minutes, the meeting shall be		Proxies for Attendance at
postponed or resumed on another		Shareholder Meetings of
date within five days. In such a		Public Companies, and
case, Article 182 of the Company		Paragraph 2, Article 44-5,
Act does not apply.		Article 44-15, and
	For a meeting to be postponed	Paragraph 1, Article 44-17
or resumed under the preceding		of the Regulations
paragraph, shareholders who did		Governing the

Amended Provisions	Amended Provisions	Description

not register to participate in the		Administration of
original shareholders’ meeting		Shareholder Services of
virtually are not allowed to		Public Companies.
participate in the postponed or
resumed meeting.
	For a meeting to be postponed
or resumed under Paragraph 1, the
number of shares represented, and
the numbers of voting rights and
election rights exercised at the
original shareholders’meeting by
the shareholders who have
registered to participate in and have
successfully signed in the meeting,
but do not attend the postponed or
resumed meeting, shall be counted
toward the total number of shares,
the number of voting rights, and the
number of election rights
represented by the shareholders
present at the postponed or
resumed meeting.
	During a postponed or
resumed shareholders’ meeting
held under Paragraph 1, no further
discussion or resolution is required
for the proposals for which votes
have been cast and counted and the
voting results or a list of directors
elected has been announced.
	When the virtual meeting at a
hybrid shareholders’ meeting
cannot continue as described in
Paragraph 1 and the total number
of shares represented in the
meeting, net of those represented
by virtual participants, meets the
minimum legal requirement for a
shareholders’ meeting, the
shareholders’ meeting shall
continue, and no postponement or
resumption thereof under
Paragraph 2 is required.
Under circumstances where a
meeting shall continue under the
preceding paragraph, the shares
represented by virtual participants
at the shareholders’meeting shall

Amended Provisions	Amended Provisions	Description

be counted toward the total number
of shares represented by the
shareholders present at the meeting,
provided these shareholders shall
be deemed to have abstained from
voting on all proposals in the
meeting agenda of that
shareholders’meeting.
	When postponing or resuming
a meeting under Paragraph 1, the
Company shall handle the
preparatory work based on the date
of the original shareholders’
meeting in accordance with the
requirements set forth in Paragraph
7, Article 44-20 of the Regulations
Governing the Administration of
Shareholder Services of Public
Companies.
	The Company shall carry out
the matters set forth in the second
half of Article 12 and Paragraph 3,
Article 13 of the Regulations
Governing the Use of Proxies for
Attendance at Shareholder
Meetings of Public Companies, and
Paragraph 2, Article 44-5, Article
44-15, and Paragraph 1, Article
44-17 of the Regulations
Governing the Administration of
Shareholder Services of Public
Companies based on the date that a
shareholders’meeting shall be
postponed to or resumed on under
Paragraph 1.
Article 29		1. Addition of this article.
	When convening a virtual	2. Partial amendment in
shareholders’ meeting, the		accordance with
Company shall provide appropriate		Tai-Zheng-Zhi-Li-Zi
alternative measures for		Announcement No.
shareholders with difficulties in		1120004167 issued by
attending the shareholders’meeting		Taiwan Stock Exchange
virtually.		Corporation on March 17,
	Except for the circumstances	2023.
set forth in Paragraph 6, Article		3. Partial amendment in
44-9 of the Regulations Governing		accordance with Article
the Administration of Shareholder		44-20 of the Regulations
Services of Public Companies, the		Governing the

Amended Provisions Current Provisions Description Company shall at least provide Administration of connection equipment and Shareholder Services of necessary assistance to Public Companies. shareholders, and specify the period during which shareholders may apply to the Company and other matters to be noted. Article 30 Article 26 Revision of the article These Rules, and any amendments These Rules, and any number. hereto, shall be implemented after amendments hereto, shall be adoption by the shareholders’ implemented after adoption by meeting. the shareholders’ meeting. Article 31 Article 27 Revision of the article These Rules were established on These Rules were established on number and addition of the September 17, 1999; the 1[st] September 17, 1999; the 1[st] amendment date. amendment was made on June 14, amendment was made on June 2002; the 2[nd] amendment was made 14, 2002; the 2[nd] amendment was on June 14, 2006; the 3[rd] made on June 14, 2006; the 3[rd] amendment was made on August amendment was made on August 26, 2016; the 4[th] amendment was 26, 2016; the 4[th] amendment was made on June 12, 2018; the 5[th] made on June 12, 2018; the 5[th] amendment was made on June 10, amendment was made on June 2020; the 6[th] amendment was made 10, 2020; and the 6[th] amendment on July 15, 2021; and the 7th was made on July 15, 2021. amendment was made on June 6, 2024.

[Attachment 7]

K.S. TERMINALS INC.

List of Director Candidates for the 9th Term

Type of Candidate	Name of Candidate	Academic Background	Experience	Current Position	Shareholding
Director	Cheng Ke-Pin, Juristic Person Representative of JING BAO INVESTMENT CO.,LTD.	Junior High School	Chairman of K.S. TERMINALS INC.	Chairman of K.S. TERMINALS INC. Chairman of JING BAO INVESTMENT CO., LTD. Director of CHIEN HO HSING TECHNOLOGY (SUZHOU) CO., LTD.	2,568,000
Director	Cheng Yu-Liang	Elementary School	Vice Chairman of K.S. TERMINALS INC.	Director of K.S. TERMINALS INC. Vice Chairman and CTO of K.S. TERMINALS INC. Chairman/Director of SHERNG YII CO., LTD. Director of CHI RUI (CAYMAN) HOLDING LIMITED	6,780,191
Director	Cheng I-Tien	British Columbia Institute of Technology	Project Manager of K.S. TERMINALS INC. Director of K.S. TERMINALS INC.	Project Manager of K.S. TERMINALS INC. Director of CHIEN HO HSING TECHNOLOGY (SUZHOU) CO., LTD. Director of SONG XIN INVESTMENT CO., LTD. Director of SAN MAO INVESTMENT CO., LTD. Chairman of HAI LIN INVESTMENT CO.,LTD.	2,964,541
Director	Cheng Chieh-Yuan	Department of Intelligence, Tokyo University of Information Sciences	General Manager of K.S. TERMINALS INC. Deputy General Manager of K.S. TERMINALS INC. CEO of K.S. TERMINALS INC.’s subsidiary in the U.S. Sales Director of Grace Electron Corp. (Guangzhou)	General Manager of K.S. TERMINALS INC. Supervisor of SAN MAO INVESTMENT CO., LTD. Chairman of HUANGQI INVESTMENT CO., LTD. Chairman of YUAN HONG INVESTMENT CO., LTD. Chairman of JIEJU INVESTMENT CO., LTD. Chairman and General Manager of K.S. Terminals USA LLC	3,926,057

Type of Candidate	Name of Candidate	Academic Background	Experience	Current Position	Shareholding
Director	Cheng Wen-Shuo	Department of Economics, University of British Columbia	Overseas Sales Manager of K.S. TERMINALS INC. Sales Manager of Draco K Enterprises LLC Sales Assistant of Switchlab Inc.	Overseas Sales Manager of K.S. TERMINALS INC. Director of HUI HONG INVESTMENT CO., LTD. Director of JU YUAN INVESTMENT CO., LTD. Chairman of YONG YUAN INVESTMENT CO., LTD. Director of JU RUI INVESTMENT CO., LTD. Director ofSANMAOINVESTMENTCO.,LTD.	5,541,963
Independent Director	Lee Yi-Lung	Ph.D., Department of Electrical Engineering, National Changhua University of Education	Chairman of TERA AUTOTECH CORPORATIONAdjunct Professor, Department of Electrical Engineering, National Changhua University of EducationAdjunct Professor, Department of International Business Studies, National Chi NanUniversity	Chairman of TERA AUTOTECH CORPORATION Independent Director of K.S. TERMINALS INC.	0
Independent Director	Hsu Ching-Tao	Bachelor, Department of Accounting, Feng Chia University	Senior Manager of President Securities Corporation Supervisor of K.S. TERMINALS INC.	Independent Director of Excel Cell Electronic Co., Ltd. Independent Director of Engley (Cayman) IndustrialCo.,Ltd.	0
Independent Director	Chen Mau-Tong	Bachelor, Department of Mechanical Engineering, National Taiwan University Graduated from TU Berlin	Person in Charge of Bai Lin Business Consulting Co., Ltd. Remuneration Committee Member of K.S. TERMINALS INC. General Manager of Brighten Optix Engineer and Capacity Planning Supervisor of aCompanyin Berlin, Germany	Person in Charge of Bai Lin Business Consulting Co., Ltd. Independent Director of GMT Global Inc. Supervisor of Fuho Technology Co., Ltd. Director of Shenbo Ancient Classics Culture Foundation	0
Independent Director	Wu Mei-Yuan	Bachelor, Department of Accounting, National ChungHsingUniversity	Assistant Vice President of Investment Banking, KGI Securities	None	0

[Attachment 8]

K.S. TERMINALS INC.

Concurrent Positions Held by Candidates for Directors for the 9th Term

		Term
Title	Name	Concurrent Positions Held in Other Profit-seekingEnterprises
Director	Cheng Ke-Pin, Juristic Person Representative of JING BAO INVESTMENT CO.,LTD.	Chairman of K.S. TERMINALS INC. Chairman of JING BAO INVESTMENT CO., LTD. Director of CHIEN HO HSING TECHNOLOGY (SUZHOU) CO., LTD.
Director	Cheng Yu-Liang	Director of K.S. TERMINALS INC. Vice Chairman and CTO of K.S. TERMINALS INC. Chairman/Director of SHERNG YII CO., LTD. Director of CHI RUI(CAYMAN)HOLDING LIMITED
Director	Cheng I-Tien	Project Manager of K.S. TERMINALS INC. Director of CHIEN HO HSING TECHNOLOGY (SUZHOU) CO., LTD. Director of SONG XIN INVESTMENT CO., LTD. Director of SAN MAO INVESTMENT CO., LTD. Chairman of HAI LIN INVESTMENT CO.,LTD.
Director	Cheng Chieh-Yuan	General Manager of K.S. TERMINALS INC. Supervisor of SAN MAO INVESTMENT CO., LTD. Chairman of HUANGQI INVESTMENT CO., LTD. Chairman of YUAN HONG INVESTMENT CO., LTD. Chairman of JIEJU INVESTMENT CO., LTD. Chairman and General Manager of K.S. Terminals USA LLC
Director	Cheng Wen-Shuo	Overseas Sales Manager of K.S. TERMINALS INC. Director of HUI HONG INVESTMENT CO., LTD. Director of JU YUAN INVESTMENT CO., LTD. Chairman of YONG YUAN INVESTMENT CO., LTD. Director of JU RUI INVESTMENT CO., LTD. Director of SAN MAO INVESTMENT CO.,LTD.
Independent Director	Lee Yi-Lung	Chairman of TERA AUTOTECH CORPORATION Independent Director of K.S. TERMINALS INC.
Independent Director	Hsu Ching-Tao	Independent Director of Excel Cell Electronic Co., Ltd. Independent Director of Engley (Cayman)Industrial Co.,Ltd.
Independent Director	Chen Mau-Tong	Person in Charge of Bai Lin Business Consulting Co., Ltd. Independent Director of GMT Global Inc. Supervisor of Fuho Technology Co., Ltd.

[Attachment 9]

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 NTD 2,000 million, divided
		into 200 million shares for NTD 10 per share. NTD 50 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 virtual meeting. The directors participating in the virtual meeting 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 General Manager and several Deputy General Managers or Assistant Vice Presidents and managers. 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 profit after tax 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 10]

K.S. TERMINALS INC.

Rules Governing Shareholders’ Meetings (Before Amendment)

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 an annual general 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 an annual
		general 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 an annual general 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 an annual general 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 annual general 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 an agenda 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 1[st] amendment was made on June 14, 2002; the 2[nd] amendment was made on June 14, 2006; the 3[rd] amendment was made on June 13, 2012; the 4[th] amendment was made on June 12, 2018; the 5[th] amendment was made on June 10, 2020; the 6[th] amendment was made on July 15, 2021.

[Attachment 11]

K.S. TERMINALS INC.

Procedures for Election of Directors

Article	1:	These Procedures have been established to govern the election of directors of
		the Company in accordance with the regulations of the competent authority.
Article	2:	Matters not provided for in these Procedures shall be governed by the Company
		Act, the Company’s Articles of Incorporation, and related laws and regulations.
Article	3:	The election of directors of the Company shall be conducted at a shareholders’
		meeting or an extraordinary shareholders’ meeting.
Article	4:	The registered cumulative voting method shall be adopted for the election of the
		Company’s directors. Each share shall have the voting rights in number equal to
		the number of directors to be elected. Votes may be cast for a single candidate
		or divided among several candidates. The candidates with votes representing
		higher numbers of voting rights are elected as directors.
Article	5:	When the Company elects independent directors, the candidate nomination
		system shall be adopted in accordance with Article 192-1 of the Company Act,
		and the independent directors shall be elected by shareholders from the list of
		independent director candidates. In the election of directors of the Company,
		independent directors and non-independent directors shall be elected together,
		and the number of directors and independent directors to be elected shall be
		calculated separately.
Article	6:	In the election of directors of the Company, each share is entitled to the voting
		rights in number equal to the number of directors to be elected. Votes may be
		cast for a single candidate or split among multiple candidates.
Article	7:	The Company’s directors shall be elected by shareholders from among persons
		with disposing capacity based on the number of seats specified in the
		Company’s Articles of Incorporation. The candidates with the highest number
		of votes shall be elected as directors in sequence. If two or more candidates
		receive the same number of voting rights and the specified number of directors
		to be elected will be exceeded, the persons or the chair (if the persons are
		absent) shall draw lots to determine the winner.
Article	8:	Ballots shall be prepared and issued by the Board of Directors, and shall be
		numbered according to the shareholder account number (or attendance card
		number), with the number of voting rights indicated.
Article	9:	When an election commences, the chair shall appoint a number of persons to
		perform the respective duties of monitoring and counting personnel.
Article	10:	If the candidate is a shareholder, the voter must specify the candidate’s account
		name and shareholder account number in the field of “Candidate” on the ballots;
		if not, the candidate’s name and ID card number shall be specified. However,
		when the candidate is a government or juristic person shareholder, the name of

the government agency or juristic person shall be indicated in the Candidate field on the ballots. The name of the government agency or juristic person and the name of its representative may also be provided. If there are several representatives, their names shall be indicated.

Article 11: A ballot is invalid if:

(1) The ballot used does not comply with these Procedures.
(2) A blank ballot is placed in the ballot box.
(3) The writing is unclear and indecipherable or has been altered.
(4) The account name or shareholder account number of the candidate who is a shareholder does not conform to the shareholders’ register; the name and ID card number of the candidate who is not a shareholder do not match.
(5) Words other than the candidate’s account name (name) and shareholder account number (ID card number) are written on the ballot.
(6) The candidate’s account name (name) and shareholder account number (ID card number) are not provided.
(7) Two or more candidates are entered on the same ballot.
Article 12: For the election of directors, the ballot box shall be publicly inspected by the monitoring personnel before voting.
Article 13: Votes shall be counted on-site immediately after voting, and the results shall be announced by the chair on the site.
Article 14: The Board of Directors of the Company shall issue notices of election to the candidates elected as directors.
Article 15: These Procedures, and any amendments hereto, shall be implemented after adoption by the shareholders’ meeting.
Article 16: These Procedures were established on September 17, 1999; the 1st amendment was made on June 14, 2002; the 2nd amendment was made on June 13, 2012; the 3rd amendment was made on June 10, 2015; and the 4th amendment was made on June 12, 2018.

[Attachment 12]

K.S. TERMINALS INC.

Shareholding of Directors

I. As of the book closure date of this annual general shareholders’ meeting, the paid-in capital of the Company was NTD 1,556,548,900, 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.

26 of the TWSE.
Title	Account Name	Number of Shares on the Shareholders’ Register as of 2024/04/08
		Shares	Shareholding Ratio (%)
Chairman	Cheng Ke-Pin	2,570,014	1.65%
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		9,350,205	6.01%

[Attachment 13]

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 shareholders’ meeting was March 20 to March 29, 2024. This has been announced on the MOPS.
(III)The Company did not receive proposal from shareholders.

AI assistant

KST — AGM Information 2024

52240_rns_2024-06-07_46a6e6cc-ae0f-4dc3-a583-404307959dbc.pdf

K.S. TERMINALS INC.

Table of Contents

K.S. TERMINALS INC.

2024 Annual General Shareholders’ Meeting Agenda

Date and Time : June 6, 2024 (Thursday) 9:00 a.m.

Meeting Procedure:

One. Call to Order

Two. Chairman’s Opening Speech

Three. Reports

Four. Ratification

Five. Discussion

Six. Election

Seven. Other Proposals

Eight. Extraordinary Motions

Nine. Adjournment

Three. Reports

I. 2023 Business Report

Four. Ratification

Five. Discussion

Six. Election

Seven. Other Proposals

Eight. Extraordinary Motions

Nine. Adjournment

K.S. TERMINALS INC.

2023 Business Report

I. 2023 Business Report

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

(III)Performance in Research and Development

II. 2024 Business Plan

(I) Business Policy

(II) Key Marketing Policies

III. Company’s Future Development Strategy

K.S. TERMINALS INC.

K.S. TERMINALS INC.

Audit Committee’s Review 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.

K.S. TERMINALS INC.

Parent Company-only Statement of Cash Flows

For the Years Ended December 31, 2023 and 2022

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

K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and December 31, 2022

K.S. TERMINALS INC. and Its Subsidiaries

K.S. TERMINALS INC. and Its Subsidiaries

K.S. TERMINALS INC. and Its Subsidiaries

K.S. TERMINALS INC. and Its Subsidiaries

Consolidated Statements of Cash Flows

K.S. TERMINALS INC.

Statement of Earnings Distribution

2023

K.S. TERMINALS INC.

Comparison Table of Amendments to Certain Provisions of the “Corporate Social Responsibility Best-Practice Principles”

K.S. TERMINALS INC.

Comparison Table of Amendments to Certain Provisions of the “Rules Governing Shareholders’ Meetings”

K.S. TERMINALS INC.

KST AGM Information 2024