SLC - AGM Information 2022 | FinancialReports.eu

Stock Code: 2616

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Shan-Loong Transportation Co., Ltd.

2022 Annual General Shareholders’ Meeting

Meeting Handbook (Translation)

Date: May 26, 2022

Location: Basement 1, No.1, Section 1, Minsheng Road, Banqiao District, New Taipei City (Cheng Loong Li-Chih International Conference Hall)

Directors’ shareholding details

According to Article 26 of the Securities Exchange Act, the minimum number of shares that all Directors of the Company should hold is 8,236,909 shares.

Shareholder Account No.:	Position	Name	Date of Election	Term	Start and End Date	Number of shares held on March 28,2022	Shareholding %
77244	Chairman	Jen-Hong Cheng	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	4,328,876	3.15
19	Vice Chairman	Lan-Hui Yu	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	304,691	0.22
1	Director	Cheng Loong Corporation Representative: Su-Yun Cheng	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	12,690,010	9.24
2	Director	Shine Far Construction Co., Ltd. Representative: Ken-Pei Cheng	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	8,367,944	6.10
617	Director	Shine Far Construction Co., Ltd. Representative: Chuan-Chuan Lu	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	6,743,227	4.91
621	Director	Yen-Min Chen	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	1,800,000	1.31
66998	Independent Director	Yao-Ming Huang	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	0	0.00
27	Independent Director	Shu-Fong Ho	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	0	0.00
30	Independent Director	Mao-Chun Wang	May 29, 2020	3 years	May 29, 2020 - May 28, 2023	50,506	0.04
Total	9 persons					34,285,254	24.97

Note: 1. The total number of shares of the Company issued is 137,281,827 shares, as of the closing date of the Shareholders’ Meeting, the actual number of shares issued is 137,281,827 shares.

The number of shares held refers to the number of shares held by the Directors in the Shareholder Register as of the closing date of the Shareholders' Meeting on March 28, 2022.
Independent Directors are not counted toward the number of shares held by all the Directors.
The Company has set up an audit committee, so there is no applicability of the number of shares that should be held by the Supervisor.

Table of Contents	Table of Contents
Meeting Agenda-------------------------------------------------------------------------1
I. Report Items
	1. 2021 Business Overview ----Business Report--------------------------------------2
	2. The Company's external endorsement guarantee and the amount of funds loaned
	to others------------------------------------------------------------------------------------5
	3. Distribution of Employees’ Compensation in 2021----------------------------------5
	4. Audit Committee Review Report for 2021--------------------------------------------6
II. Recognition Items
	1. The Company's 2021 Financial Statements-------------------------------------------7
	2. The Company’s 2021 Profit Distribution Proposal----------------------------------8
III. Discussion Items
	1. Amendment to certain articles in the "Articles of Incorporation" of the
	Company----------------------------------------------------------------------------------9
	2. Amendment to certain articles in the "Regulations Governing the Acquisition
	and Disposal of Assets" of the Company---------------------------------------------10
IV. Extraordinary Motions-----------------------------------------------------------------------24
Appendix
I.	Articles of Incorporation-----------------------------------------------------------------26 41
II.	Regulations Governing the Acquisition and Disposal of Assets--------------------31 46

Shan-Loong Transportation Co., Ltd. Agenda of 2022 Annual General Meeting of Shareholders

Time: 9:00 A.M., May 26, 2022 (Thursday)

Location: Basement 1, No.1, Section 1, Minsheng Road, Banqiao District, New Taipei City (Cheng Loong Li-Chih International Conference Hall)

I. Call the Meeting to Order
II. Chairman's Remarks
III. Report Items
2021 Business Overview----Business Report.
The Company's external endorsement guarantee and the amount of funds loaned to others.
Distribution of employee compensation in 2021.
Audit Committee’s Review Report for 2021.

IV. Ratification Items

The Company's 2021 Financial Statements.
The Company's 2021 Profit Distribution Proposal.
V. Discussion Items
Amendment to certain articles in the "Articles of Incorporation" of the Company.
Amendment to certain articles in the “Regulations Governing the Acquisition and Disposal of Assets” of the Company.

VI. Extraordinary Motions

VII. Meeting Adjourned

Report Items

1. 2021 Business Overview ----Business Report

In 2021, the global economy gradually recovered from the "COVID-19" epidemic, and international oil prices were generally on an upward trend. Although the Company’s container transportation was affected by global port congestion and significant delays in shipping schedules, which led to increase in operating income and transportation costs for oil products, with the efforts of all staff and partners, its annual performance still showed steady growth and continued success.

The report on the consolidated operating results of the Company and its subsidiaries for the year 2021 is as follows:

Transportation: The consolidated revenue in 2021 was NT$5.65678 billion (the same below), an increase of NT$236.24 million and a 4.36% increase from the NT$5.42054 billion in 2020.

Oil products: The consolidated revenue in 2021 was NT$13.15538 billion, which was a increase of NT$2.62042 billion and a 24.87% increase from the NT$10.53496 billion in 2020.

In 2021, the overall consolidated revenue was NT$18.81216 billion, which was a increase of NT$2.85666 billion and a 17.90% increase from the NT$15.95550 billion in 2020.

The annual after-tax net profit reached NT$424.56 million, and the after-tax earnings per share (EPS) reached NT$3.06 per share.

Looking ahead to 2022, it is expected that advanced countries, such as the U.S. and European countries, will increase their unlockdown efforts and relax border controls due to the increased vaccine coverage and the shift to "living with COVID-19" in their epidemic prevention strategies, which will lead to an increase in business, tourism, and other transportation mobility, resulting in growth in demand for crude oil. We still need to take one step at a time, with enthusiasm, positive and enterprising attitude, pragmatic approach, and a relentless spirit, so that Shan-Loong can continue to

grow and progress.

We hereby present the following outline of the Company’s annual Business Plan for 2022:

(I) Lean Management:
Start talent management and optimize human resources; Strengthen data collection and analysis to improve work efficiency; Integrate land in each district to enhance utilization efficiency; Integrate administrative resources and optimize operational processes.
(II) Lean Transportation:
Strengthen dispatching flexibility to meet customer needs; Implement administrative operations to achieve management targets; Cultivate professional talents to enhance professional capabilities.
(III) Lean Logistics:

Micro-manage and optimize processes, improve distribution efficiency and on-time rate performance, meet customer needs, and broaden sources of income and reduce expenditure.

(IV) Innovative Oil Products:

Build full self-service gas stations, member APP pre-storage and vehicle identification system, and enter into environmental detection, to lead the new business model in the market.

(V) Deeply cultivated in Vietnam:
Create a container transferring yard, improve the efficiency of transfers, strengthen vehicle dispatching, and provide high-quality services.
(VI) Grand Auto:
Combine sales of new vehicles with maintenance to create stable and sustainable business volume, maintain the service level of the original manufacturer, and promote various services with the Internet of vehicles as the core.

(VII) Shipping to the World:

Actively explore global routes, improve service quality, and strengthen customer recognition.

Finally, we would like to express our sincere thanks to all shareholders for their long-term support and encouragement, and wish you all good health, peace and all the best!

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Chairman: Manager: Accounting Manager:

The Company's external endorsement guarantee and the amount of funds loaned to others

Amount of Guarantee for External Endorsement: NT$150.00 million.

Amount of Funds Loaned to Others: None.

Distribution of Employees’ Compensation in 2021
(1) According to Article 19 of the Articles of Incorporation of the Company, if the Company has pre-tax benefits for the current period before deduction of employee remuneration, it shall allocate no less than 1% as employee remuneration. But if the Company still has an accumulated loss, it shall reserve the recovery amount in advance.
(2) The Company’s employee remuneration for the year 2021 was approved by the 4th and 8th Remuneration Committee on March 7, 2022, and 14th and 14th Board of Directors on March 7, 2022. The Company will pay NT$22 million in cash, accounting for 4.36% of the Company's 2021 annual profit (that is, the pre-tax benefits minus the benefits before the distribution of employee remuneration), in line with the Company's Articles of Incorporation of no less than 1%.

4. Audit Committee’s Review Report for 2021

Shan-Loong Transportation Co., Ltd. Audit Committee's Review Report

The Board of Directors prepared the Company’s 2021 final accounts, including Business Reports, Individual Financial Reports, Consolidated Financial Reports, and earnings distribution proposals, which were reviewed by the Audit Committee and found to be true. The copy was submitted in accordance with Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act. Inspect.

Sincerely

2022 Annual General Meeting of Shareholders

Shan-Loong Transportation Co., Ltd.

Convener of the Audit Committee: Yao-Ming Huang

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March 7, 2022

Ratification Items

Proposal 1 Proposed by the Board of Directors

Proposal: The Company's 2021 Financial Statements, please acknowledge it. Explanation: The Board of Directors prepared and submitted the Company’s Individual Financial Report and Consolidated Financial Report for the year 2021 (please refer to pages 18-32), and the two accountants Jui-Lan Lo and Yao-Chun Chu from KPMG Taiwan have jointly checked the results, together with the Business Report. (Please refer to pages 2 to 3) The Audit Committee shall complete the review and submit it to the Shareholders’ Meeting for approval.

Resolution:

Proposal 2 Proposed by the Board of Directors

Proposal: The Company’s 2021 Earnings Distribution Proposal, please acknowledge it.
Explanation: I. The Company's proposal for distribution of the earnings (please refer to page 33) has been approved by the Board of Directors and has been reviewed by the Audit Committee and submitted to the Shareholders’ Meeting for approval.
II. The proposed cash dividend per share for this year is NT$2.5, totaling NT$343,204,568. After the proposal is approved by the Shareholders’ Meeting, the Board of Directors is authorized to set another ex-dividend base date.
III. The current cash dividend is calculated according to the distribution ratio, and rounded down below NT$1. The fractional amounts are aggregated and transferred to the Employee Welfare Committee of the Company.
IV. If the Company buys back its shares, transfers and cancels treasury shares, handles capital increase in cash, and exercises domestic and foreign convertible corporate bonds or Employee Stock Options, which affects the total number of outstanding shares, resulting in dividend distribution by shareholders. In case of change, it is proposed to request the Shareholders’ Meeting to authorize the Chairman of the Board to handle all matters related to the change.

Resolution:

Discussion Items

Proposal 1 Proposed by the Board of Directors Proposal: Amendment to the certain articles in the "Articles of Incorporation" of the Company submitted for discussion.

Explanation: In order to cope with the amendment and standardization of laws and regulations, it is proposed to amend the "Articles of Incorporation", as detailed in the comparison table.

Resolution:

Amended Provisions	Current Provisions	Explanation
Article 8: There are two types of Shareholders’ Meetings: Regular meetings and temporary meetings. The regular meetings shall be convened once a year and shall be convened by the Board of Directors in accordance with the law within six months after the end of each fiscal year. The temporary meetings shall be convened in accordance with the law when necessary. All shareholders shall be notified 30 days in advance; the convening of an extraordinary Shareholders’ Meeting shall be notified to all shareholders 15 days in advance. The Company's shareholders' meetings may be held by video conference or other means announced by the central competent authority.	Article 8: There are two types of Shareholders’ Meetings: Regular meetings and temporary meetings. The regular meetings shall be convened once a year and shall be convened by the Board of Directors in accordance with the law within six months after the end of each fiscal year. The temporary meetings shall be convened in accordance with the law when necessary. All shareholders shall be notified 30 days in advance; the convening of an extraordinary Shareholders’ Meeting shall be notified to all shareholders 15 days in advance.	Amended according to applicable laws and regulations

Proposal 2 Proposed by the Board of Directors Proposal: Amendment to the certain articles in the "Procedures for Acquisition or Disposal of Assets” of the Company submitted for discussion.

Explanation: In order to cope with the amendment and standardization of laws and regulations, it is proposed to amend the "Procedures for Acquisition or Disposal of Assets", as detailed in the comparison table.

Resolution:

Amended Provisions	Current Provisions	Explanation
Article 6 In the event that the Company engages in any acquisition or disposal of real property or right-of-use assets thereof from or to a related party or engages in any acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party, and the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of the Company's total assets, or NT$ 300 million or more, except for the trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment until it has submitted the following matters to the Audit Committee and the Board of Directors and the matters has been approved by the Audit Committee and the Board of Directors: I. The purpose, necessity and anticipated	Article 6 In the event that the Company engages in any acquisition or disposal of real property or right-of-use assets thereof from or to a related party or engages in any acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party, and the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of the Company's total assets, or NT$ 300 million or more, except for the trading of domestic government bonds, bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment until it has submitted the following matters to the Audit Committee and the Board of Directors and the matters has been approved by the Audit Committee and the Board of Directors: I. The purpose, necessity and anticipated	Amended according to applicable laws and regulations
	10

	benefit of the acquisition or disposal of assets. II. The reasons for choosing the related party as a trading counterparty. III. In the event that the Company acquires real property or right-of- use assets thereof from a related party, information regarding the evaluation of the reasonableness of the anticipated terms of the transaction in accordance with the provisions of Article 16 and Article 17 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. IV. The date and price at which the related party originally acquired the real property, its original trading counterparty, and the counterparty's relationship with the Company and the related party. V. Monthly cash flow forecasts for the coming year commencing from the anticipated month of executing the agreement, and the evaluation of the necessity of the transaction and the reasonableness of the funds utilization. VI. The appraisal report provided by a professional appraiser and the opinion of a certified public accountant obtained in accordance with Article 9. VII. The restrictive terms of this transaction and other important agreements in connection with the transaction. ~~The transaction amount in the preceding~~	benefit of the acquisition or disposal of assets. II. The reasons for choosing the related party as a trading counterparty. III. In the event that the Company acquires real property or right-of- use assets thereof from a related party, information regarding the evaluation of the reasonableness of the anticipated terms of the transaction in accordance with the provisions of Article 16 and Article 17 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. IV. The date and price at which the related party originally acquired the real property, its original trading counterparty, and the counterparty's relationship with the Company and the related party. V. Monthly cash flow forecasts for the coming year commencing from the anticipated month of executing the agreement, and the evaluation of the necessity of the transaction and the reasonableness of the funds utilization. VI. The appraisal report provided by a professional appraiser and the opinion of a certified public accountant obtained in accordance with Article 9. VII. The restrictive terms of this transaction and other important agreements in connection with the transaction. The transaction amount in the preceding

~~paragraph shall mean the transaction amount of the year preceding the Date of Occurrence of this transaction, which shall be calculated according to Article 7, paragraph 2 herein. Items that have been approved by the Audit Committee and Board of Directors according to these Procedures shall not be counted in when calculating the transaction amount.~~ With respect to the following transactions between the Company and its subsidiary, or between companies in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Board of Directors may proceed with the transaction within the limit of NT$500 million, which shall subsequently be submitted to and ratified at the next Board of Directors' meeting:

I. Acquisition or disposal of equipment

or right-of-use assets for business use.

II. Acquisition or disposal of real property for business use.

In the event that matters are submitted to the Board of Directors for discussion according to paragraph 1 herein, the Board of Directors shall take each Independent Director's opinion into full consideration. If an Independent Director objects to or expresses reservation about any matter, it shall be recorded in the minutes of the Board of Directors' meeting.

paragraph shall mean the transaction amount of the year preceding the Date of Occurrence of this transaction, which shall be calculated according to Article 7, paragraph 2 herein. Items that have been approved by the Audit Committee and Board of Directors according to these Procedures shall not be counted in when calculating the transaction amount. With respect to the following transactions between the Company and its subsidiary, or between companies in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Board of Directors may proceed with the transaction within the limit of NT$500 million, which shall subsequently be submitted to and ratified at the next Board of Directors' meeting:

I. Acquisition or disposal of equipment or right-of-use assets for business use.

II. Acquisition or disposal of real

property for business use. In the event that matters are submitted to the Board of Directors for discussion according to paragraph 1 herein, the Board of Directors shall take each Independent Director's opinion into full consideration. If an Independent Director objects to or expresses reservation about any matter, it shall be recorded in the minutes of the Board of Directors' meeting.

In the event that the Company or its subsidiaries other than a domestic public company has transactions in paragraph 1, and the transaction amount reaches

10% or more of the Company's total assets, the Company may not proceed to enter into a transaction agreement or make a payment until it has submitted the matters listed in paragraph 1 to the shareholders' meeting and the matters has been approved by the shareholders' meeting. However, transactions between the Company and its parent company, its subsidiaries, or between its subsidiaries shall not be subject to this restriction. The transaction amount in paragraph 1 and the preceding paragraph shall mean the transaction amount of the year preceding the Date of Occurrence of this transaction, which shall be calculated according to Article 7, paragraph 2 herein. Items that have been approved by the Audit Committee and Board of Directors according to these Procedures shall not be counted in when calculating the transaction amount. Article 7: Scope of application of Article 7: Scope of application of Amended announcement and declaration announcement and declaration according to In the event of any of the following In the event of any of the following applicable laws occurs when the Company acquires or occurs when the Company acquires or and regulations disposes of its assets, the Company shall, disposes of its assets, the Company shall, based on the nature of the transaction based on the nature of the transaction announce and file relevant documents on announce and file relevant documents on the website designated by the Financial the website designated by the Financial Supervisory Commission according to Supervisory Commission according to the format provided: the format provided: I. Acquire or dispose of real estate or its I. Acquire or dispose of real estate or its right of use assets from or to a right of use assets from or to a related party, or acquire and related party, or acquire and dispose of assets other than real dispose of assets other than real estate from or to a related party estate from or to a related party where the transaction amount where the transaction amount

reaches 20% or more of the Company's paid-in capital and 10% or more of the Company's total assets, or NT$300 million or more. Provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements or subscription or redemption of domestic money market funds issued by securities investment trust enterprises.

II. Merger, Spin-off, Acquisition or Share Transfer.

III. Losses from derivative transactions reaching the upper limits on aggregate losses of all transactions or the loss of individual transactions set forth in the Procedures.

IV. Where the type of asset acquired or disposed of is equipment or rightof-use assets for business use, the counterparty is not a related party, and the transaction amount is NT$ 1 billion or less.

V. Where the type of asset acquired or disposed of is real estate or rightof-use assets for business use, the counterparty is not a related party, and the transaction amount is NT$ 500 million or less. Where the type of asset disposed of is real estate, the counterparty is not a related party, and the transaction amount is NT$ 1 billion or more.

VI. Where land is acquired under an arrangement on engaging others to build on the Company's own lands,

II. Merger, Spin-off, Acquisition or Share Transfer.

III. Losses from derivative transactions reaching the upper limits on aggregate losses of all transactions or the loss of individual transactions set forth in the Procedures.

IV. Where the type of asset acquired or disposed of is equipment or rightof-use assets for business use, the counterparty is not a related party, and the transaction amount is NT$ 1 billion or less.

VI. Where land is acquired under an arrangement on engaging others to build on the Company's own lands,

engaging others to build on rented lands, joint construction and allocation of housing units, joint construction and allocation of ownership percentages or joint construction and separate sale, the counterparty is not a related party, and the amount the Company expects to invest in the transaction is NT$ 500 million or less. VII. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of creditor's rights by a financial institution, or an investment in the mainland China area reaches 20% or more of the Company's paid-in capital or NT$300 million or more. Provided, this shall not apply to the following circumstances:

(I) Trading of government bonds or foreign bonds with credit ratings not lower than the sovereign rating of ROC. (II) Trading of securities at domestic or overseas stock exchanges or over the counter, or purchase of the foreign bonds, the ordinary corporate bonds or the general bank debentures without equity characteristics that are offered and issued in the domestic primary market (excluding subordinated debt), the subscription or redemption of securities

(I) Trading of domestic government bonds.

(II) Trading of securities at domestic or overseas stock exchanges or over the counter, or purchase of the ordinary corporate bonds or the general bank debentures without equity characteristics that are offered and issued in the domestic primary market (excluding subordinated debt), or the subscription or redemption of securities investment trust funds and futures trust funds as investment professionals.

	investment trust funds and	And securities subscribed for
	futures trust funds, the	in accordance with the
	subscription or redemption of	provisions.
	the index investment	(III) Trading of bonds under
	securities, or the securities	repurchase/resale
	that a securities firm may, for	agreements, or subscription
	the purpose of underwriting	or repurchase of money
	business, advise and	market funds issued by
	recommend to subscribe for	domestic securities
	in accordance with the	investment trust enterprises.
	regulations of the Taipei	The above transaction amount shall be
	Exchange as investment	calculated as follows:
	professionals.	1. The amount of any individual
(III)	Trading of bonds under	transaction.
	repurchase/resale	2. The cumulative transaction amount of
	agreements, or subscription	the acquisitions or disposals of the
	or repurchase of money	same type of assets with the same
	market funds issued by	counterparty within the preceding
	domestic securities	year.
	investment trust enterprises.	3. The cumulative transaction amount of
The above transaction amount shall be		real property or right-of-use asset
calculated as follows:		acquisitions and disposals
1. The amount of any individual		(cumulative acquisitions and
transaction.		disposals respectively) under the
2. The cumulative transaction amount of		same development project within the
the acquisitions or disposals of the		preceding year.

The cumulative transaction amount of same development project within the the acquisitions or disposals of the preceding year. same type of assets with the same 4. The cumulative transaction amount of counterparty within the preceding acquisitions and disposals year. (cumulative acquisitions and
The cumulative transaction amount of disposals respectively) of the same real property or right-of-use asset security within the preceding year. acquisitions and disposals The term "within the preceding year" as (cumulative acquisitions and used in the preceding subparagraph disposals respectively) under the refers to the year preceding the Date of same development project within the Occurrence of the current transaction. preceding year. Items duly announced in accordance
The cumulative transaction amount of with the regulations under the acquisitions and disposals Procedures shall not be counted into the

(cumulative acquisitions and transaction amount. disposals respectively) of the same security within the preceding year. The term "within the preceding year" as used in the preceding subparagraph refers to the year preceding the Date of Occurrence of the current transaction. Items duly announced in accordance with the regulations under the Procedures shall not be counted into the transaction amount.

Article 9: The Company shall appoint experts to issue opinions on the acquisition or disposal of assets in accordance with the types of assets and the following provisions:

Amended according to applicable laws and regulations

I. Acquisition or disposal of securities: I. Acquisition or disposal of securities: The Company shall acquire or The Company shall acquire or dispose of securities after the fact dispose of securities after the fact that it has obtained the latest that it has obtained the latest financial statements of the target financial statements of the target company that have been certified company that have been certified or reviewed by an accountant, as a or reviewed by an accountant, as a reference for evaluating the reference for evaluating the transaction price prior to the Date transaction price prior to the Date of Occurrence. If the transaction of Occurrence. If the transaction amount reaches 20%of the amount reaches 20% of the Company’s paid-in capital or Company’s paid-in capital or NT$300 million or more, the NT$300 million or more, the Company shall engage a certified Company shall engage a certified public accountant prior to the Date public accountant prior to the Date of Occurrence of the event to of Occurrence of the event to provide an opinion regarding the provide an opinion regarding the reasonableness of the transaction reasonableness of the transaction price. ~~If the accountant needs to~~ price. If the accountant needs to ~~use an expert report, it should be~~ use an expert report, it should be ~~handled in compliance with the~~ handled in compliance with the ~~provisions of the Statements of~~ provisions of the Statements of

~~Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation.~~ However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by the regulations announced by the Financial Supervisory Commission.

II. Acquisition or disposal of real property, equipment or right-of-use assets:

Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation. However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by the regulations announced by the Financial Supervisory Commission.

II. Acquisition or disposal of real property, equipment or right-of-use assets:

In the event of the Company's In the event of the Company's acquisition or disposal of real acquisition or disposal of real property, equipment or right-ofproperty, equipment or right-ofuse assets thereof where the use assets thereof where the transaction amount reaches 20% of transaction amount reaches 20% of the Company's paid-in capital or the Company's paid-in capital or NT$ 300 million or more, except NT$ 300 million or more, except for the transactions with domestic for the transactions with domestic government agencies, engaging government agencies, engaging others to build on their own lands, others to build on their own lands, engaging others to build on rented engaging others to build on rented land, or acquiring or disposing of land, or acquiring or disposing of equipment or right-of-use assets equipment or right-of-use assets thereof for business use, the thereof for business use, the Company shall obtain an appraisal Company shall obtain an appraisal report from a professional report from a professional appraiser prior to the Date of appraiser prior to the Date of Occurrence and shall comply with Occurrence and shall comply with the following provisions: the following provisions: 13 (I) When a limited price, a (I) When a limited price, a specified price or a special specified price or a special price must be used as the price must be used as the reference basis for the reference basis for the transaction price due to transaction price due to

special reasons, the transaction shall first be submitted for approval by the Board of Directors; the same shall apply if there are subsequent changes to the terms and conditions of the transaction. (II) In the event that the transaction amount is NT$ 1 billion or more, the Company shall obtain appraisals from two or more professional appraisers. (III) In the event that the appraisal results of the professional appraisers encounter any of the following circumstances, except for all of the appraisal results of the assets to be acquired exceeding the transaction amount, or all of the appraisal results of the assets to be disposed of less than the transaction amount, a certified public accountant shall be engaged ~~to perform the appraisal in accordance with the provisions of the Statements of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation and~~ to provide a specific opinion regarding the reason for the discrepancy and the

special reasons, the transaction shall first be submitted for approval by the Board of Directors; the same shall apply if there are subsequent changes to the terms and conditions of the transaction.

(II) In the event that the transaction amount is NT$ 1 billion or more, the Company shall obtain appraisals from two or more professional appraisers.

(III) In the event that the appraisal results of the professional appraisers encounter any of the following circumstances, except for all of the appraisal results of the assets to be acquired exceeding the transaction amount, or all of the appraisal results of the assets to be disposed of less than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of the Statements of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation and to provide a specific opinion regarding the reason for the discrepancy and the appropriateness of the

appropriateness of the transaction price: 1. Where the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. 2. Where the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (IV) The date of a report from a professional appraiser shall not exceed three months from the date of the contract; Provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. III~VI. According to the original articles. VII. Professional appraisers and their appraisal officers, certified public accountants, attorneys and securities underwriters, who provide the Company with appraisal reports or opinions shall meet the following requirements: (I) They have not previously received a final and non- appealable sentence of imprisonment for one year or more for a violation of Regulations Governing the	transaction price: 1. Where the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. 2. Where the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (IV) The date of a report from a professional appraiser shall not exceed three months fromthe date of the contract; Provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. III~VI. According to the original articles. VII. Professional appraisers and their appraisal officers, certified public accountants, attorneys and securities underwriters, who provide the Company with appraisal reports or opinions shall meet the following requirements: (I) They have not previously received a final and non- appealable sentence of imprisonment for one year or more for a violation of Regulations Governing the Acquisition and Disposal of

Acquisition and Disposal of Assets by Public Companies, the Company Act, Banking Act, Insurance Act, Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery, or occupational crime. However, this provision does not apply if three years have passed since the completion of the sentence, expiration of the term of probation, or grant of a pardon.

(II) They shall not be a related party or de facto related party of any party to the transaction. (III) If the Company is required to obtain appraisal reports from two or more professional appraisers, such professional appraisers or appraisal officers shall not be related parties or de facto related parties of each other. The professionals referred to in the preceding paragraph shall comply with the self-discipline norms of their respective trade associations and the following provisions when preparing and issuing an appraisal report or opinion letter: (I) Prior to accepting an assignment, they shall carefully evaluate their own professional capabilities, practice

Assets by Public Companies, the Company Act, Banking Act, Insurance Act, Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery, or occupational crime. However, this provision does not apply if three years have passed since the completion of the sentence, expiration of the term of probation, or grant of a pardon. (II) They shall not be a related party or de facto related party of any party to the transaction. (III) If the Company is required to obtain appraisal reports from two or more professional appraisers, such professional appraisers or appraisal officers shall not be related parties or de facto related parties of each other. The above-mentioned professionals shall comply with the following provisions when preparing and issuing an appraisal report or opinion letter: (I) Prior to accepting an assignment, they shall carefully evaluate their own professional capabilities, practice experience, and independence. (II). When working on an assignment, they shall adopt

The para Arti "wit year	experience, and independence. (II) When working on an assignment, they shall adopt and implement adequate operating procedures in formulating a conclusion and use the conclusion as the basis for issuing the report or opinion letter. The procedures implemented, data collected, and conclusion reached shall be fully and accurately recorded in the working papers. (III) They shall conduct an item-by- item evaluation on the appropriateness and reasonableness of the sources of data, parameters, and information used as the basis of the appraisal report or opinion letter. (IV) They shall issue a statement attesting to the professional competence and independence of the personnel who are involved in the preparation and issuance of the report or opinion letter, and that they have evaluated and found that the information used isappropriate andreasonable, and that they have complied with applicable laws and regulations. transaction amount in the preceding graph shall be calculated pursuant to cle 6, paragraph 1 herein. The term hin the preceding year" refers to the preceding the Date of Occurrence	and implement adequate operating procedures in formulating a conclusion and use the conclusion as the basis for issuing the report or opinion letter. The procedures implemented, data collected, and conclusion reached shall be fully and accurately recorded in the working papers. (III). They shall conduct an item- by-item evaluation on the completeness, accuracy, and reasonableness of the sources of data, parameters, and information used as the basis of the appraisal report or opinion letter. (IV). They shall issue a statement attesting to the professional competence and independence of the personnel who are involved in the preparation and issuance of the report or opinion letter, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations. The transaction amount in the preceding paragraph shall be calculated pursuant to Article 6, paragraph 1 herein. The term "within the preceding year" refers to the year preceding the Date of Occurrence of the current transaction. Items for which an appraisal report from a

of the current transaction. Items for which an appraisal report from a professional appraiser or the certified public accountant's opinion have been obtained in accordance with the provisions of the Procedures shall not be counted towards the transaction amount.	professional appraiser or the certified public accountant's opinion have been obtained in accordance with the provisions of the Procedures shall not be counted towards the transaction amount.

Extraordinary Motions

Independent Auditors ’ Report

To the Board of Directors of Shan-Loong Transportation Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Shan-Loong Transportation Co., Ltd. and its subsidiaries ( “ the Group ” ), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ( “ IFRSs ” ), International Accounting Standards ( “ IASs ” ), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee ( “ SIC ” ) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

1. Revenue recognition

Please refer to note (4)(n) of the consolidated financial statements for the accounting policy of revenue recognition. Information regarding the revenue are shown in note (6)(q) of the consolidated financial statements.

Description of key audit matter:

The main activities of the Group include freight transportation, container trucking, truck repair and maintenance, gas station, and import and export agent. Revenue recognition is one of the significant matters of the consolidated financial statements. The amounts and changes of sales revenue may affect the users' understanding of the entire financial statements. Therefore, the revenue recognition test is one of the significant assessment items in our audit procedures.

Audit Procedures:

Our main audit procedures for the aforementioned key audit matters include testing the Group's controls surrounding revenue recognition in the sale and receipt cycle, including reconciliations between the general ledger and sales system; performing the detailed test of relevant vouchers, as well as assessing whether the Group ’ s timing on revenue recognition and the amounts recognized are in accordance with the related standards.

Other Matter

Shan-Loong Transportation Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.

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

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

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

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

Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors ’ report are Jui-Lan Lo and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2022

Notes to Readers

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

The independent auditors ’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ audit report and consolidated financial statements, the Chinese version shall prevail.

Independent Auditors ’ Report

To the Board of Directors of Shan-Loong Transportation Co., Ltd.:

Opinion

We have audited the financial statements of Shan-Loong Transportation Co., Ltd.( “ the Company ” ), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the financial report as follows:

1. Revenue recognition

Please refer to note (4)(n) of the financial statements for the accounting policy of revenue recognition. Information regarding the revenue are shown in note (6)(p) of the financial statements.

Description of key audit matter:

The main activities of the Company include freight transportation, container trucking, truck repair and maintenance, and gas station. Revenue recognition is one of the significant matters of the financial statements. The amounts and changes of sales revenue may affect the users' understanding of the entire financial statements. Therefore, the revenue recognition test is one of the significant assessment items in our audit procedures.

Audit Procedures:

Our main audit procedures for the aforementioned key audit matters include testing the Company's controls surrounding revenue recognition in the sale and receipt cycle, including reconciliations between the general ledger and sales system; performing the detailed test of relevant vouchers, as well as assessing whether the Company ’ s timing on revenue recognition and the amounts recognized are in accordance with the related standards.

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

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

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

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

Auditors ’ Responsibilities for the Audit of the Financial Statements

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company ’ s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

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

The engagement partners on the audit resulting in this independent auditors ’ report are Jui-Lan Lo and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2022

Notes to Readers

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

The independent auditors ’ audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ audit report and financial statements, the Chinese version shall prevail.

					December 31, 2020	Amount %		- -	1,364,501 14	484,046 5	72,527 1	235,389 2	13,577 -	25,992 -	10,389 -	150,000 1 2,356,421 23	150,000 1 2,356,421 23			1,024,700 10	168,288 2	1,102,605 11	97,904 1	17,337 -	2,410,834 24	4,767,255 47			1,372,818 14	580,381 6	1,790,142 18	1,374,710 14	(31,863) (1)	5,086,188 51	189,556 2	5,275,744 53	10,042,999 100
					December 31, 2021	Amount %		$ 40,000 -	1,586,129 16	507,468 5	45,481 -	209,461 2	21,815 -	18,863 -	17,422 -	1,047,651 10 3,494,290 33				227,049 2	164,292 2	890,087 9	102,434 1	18,262 -	1,402,124 14	4,896,414 47			1,372,818 13	583,359 6	1,944,149 19	1,387,647 13	(31,863) -	5,256,110 51	200,673 2	5,456,783 53	$ 10,353,197 100
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)	SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES	Consolidated Balance Sheets	December 31, 2021 and 2020	(expressed in thousands of New Taiwan Dollars)	December 31, 2021 December 31, 2020	Amount % Amount % Liabilities and Equity	Current liabilities:	$ 1,553,286 15 786,408 8 2100 Short-term borrowings (note (6)(j))	- - 349,054 3 2150 Notes and accounts payable (note (7))	649,969 6 546,632 5 2200 Other payables (note (7))	2230 Current income tax liabilities	316,727 3 304,965 3 2280 Current lease liabilities (notes (6)(l) and (7))	78,793 1 65,703 1 2130 Current contract liabilities (note (6)(q))	223,277 2 193,605 2 2250 Provisions	45,318 - 42,159 1 2300 Other current liabilities	2,867,370 27 2,288,526 23 2320 Long-term liabilities, current portion (note (6)(k))		2,446,133 2,450,283 Non-current liabilities:		24 24 2540 Long-term borrowings (note (6)(k))	71,325 1 - - 2570 Deferred income tax liabilities (note (6)(n))	3,609,511 35 3,725,365 37 2580 Non-current lease liabilities (notes (6)(l) and (7))	1,075,528 10 1,316,622 13 2640 Non-current net defined benefit liability (note (6)(m))	37,052 - 38,534 1 2645 Guarantee deposits received	246,278 3 223,669 2	7,485,827 73 7,754,473 77 Total liabilities	Equity:	Equity attributable to owners of parent:(note (6)(o))	3100 Ordinary shares	3200 Capital surplus	3300 Retained earnings	3400 Other equity	3500 Treasury shares		36XX Non-controlling interests	Total equity	$ 10,353,197 100 10,042,999 100 Total liabilities and equity
						Assets	Current assets:	Cash and cash equivalents (note (6)(a))	Current financial assets at fair value through profit or loss (note (6)(b))	Notes and accounts receivable, net (note (6)(d))	Notes and accounts receivable due from related parties, net (notes (6)(d)	and (7))	Other current financial assets (notes (6)(e) and (7))	Inventories, net (note (6)(f))	Other current assets		Non-current assets:	Non-current financial assets at fair value through other comprehensive	income (note (6)(c))		Investments accounted for using equity method, net (note (6)(g))	Property, plant and equipment (notes (6)(h), (7) and (8))	Right-of-use asset (note (6)(i))	Deferred income tax assets (note (6)(n))	Other non-current assets (note (8))												Total assets
								1100	1110	1170	1180		1476	1300	1470			1517			1550	1600	1755	1840	1990

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars, except for earnings per share)

2021	% 100 91	2020	% 100 89
Amount $ 18,812,163 17,026,406		Amount 15,955,500 14,211,824
1,785,757	9	1,743,676	11
535,529 874,617 -	3 4 -	540,683 815,859 (15)	3 5 -
1,410,146	7	1,356,527	8
375,611	2	387,149	3
66,468 4,993 (30,987) 2,601 4,829 105,030 343 (14,821)	- - - - - 1 - -	59,642 (3,145) (32,587) - 4,519 70,560 (7,376) (15,621)	- - - - - - - -
138,456	1	75,992	-
514,067 89,507	3 1	463,141 83,252	3 1
424,560	2	379,889	2
(5,890) 64,685 (10,329) (3,699)	- - - -	(13,406) 1,021,041 - 70,912	- 6 - -
52,165	-	936,723	6
3,679 323	- -	2,684 388	- -
3,356	-	2,296	-
55,521	-	939,019	6
$ 480,081	2	1,318,908	8
$ 415,507 9,053	2 -	371,334 8,555	2 -
$ 424,560	2	379,889	2
$ 468,964 11,117	2 -	1,309,609 9,299	8 -
$ 480,081	2	1,318,908	8
$	3.06		2.73
$	3.04		2.72

See accompanying notes to consolidated financial statements.

						Total equity	attributable	to owners of Non-controlling	parent interests Total equity	4,021,250 180,257 4,201,507		- - -	(247,107) - (247,107)	(247,107) - (247,107)	371,334 8,555 379,889	938,275 744 939,019	1,309,609 9,299 1,318,908		2,436 - 2,436	5,086,188 189,556 5,275,744		- - -	(302,020) - (302,020)	(302,020) - (302,020)	415,507 9,053 424,560	53,457 2,064 55,521	468,964 11,117 480,081		2,978 - 2,978		- - -	5,256,110 200,673 5,456,783
								Treasury	shares	(31,863)		-	-	-	-	-	-		-	(31,863)		-	-	-	-	-	-		-		-	(31,863)
								Total other	equity	425,710		-	-	-	-	949,000	949,000		-	1,374,710		-	-	-	-	58,169	58,169		-		(45,232)	1,387,647
Equity attributable to owners of parent	Other equity	Unrealized gains	(losses) on	Exchange financial assets	differences on measured at fair	Retained earnings translation of value	Unappropriated foreign through other	Capital Legal retained Total retained financial comprehensive	surplus reserve earnings earnings statements income	577,945 415,917 1,260,723 1,676,640 (24,781) 450,491		- 29,096 (29,096) - - -	- - (247,107) (247,107) - -	- 29,096 (276,203) (247,107) - -	- - 371,334 371,334 - -	- - (10,725) (10,725) 1,552 947,448	- - 360,609 360,609 1,552 947,448		2,436 - - - - -	580,381 445,013 1,345,129 1,790,142 (23,229) 1,397,939		- 36,061 (36,061) - - -	- - (302,020) (302,020) - -	- 36,061 (338,081) (302,020) - -	- - 415,507 415,507 - -	- - (4,712) (4,712) 1,292 56,877	- - 410,795 410,795 1,292 56,877		2,978 - - - - -		- - 45,232 45,232 - (45,232)	583,359 481,074 1,463,075 1,944,149 (21,937) 1,409,584
								Ordinary	shares	Balance on January 1, 2020 $ 1,372,818	Appropriation and distribution of retained earnings:	Legal reserve appropriated -	Cash dividends on ordinary share -	-	Profit (loss) for the year ended December 31, 2020 -	Other comprehensive income (loss) for the year ended December 31, 2020 -	Total comprehensive income (loss) for the year ended December 31, 2020 -	Adjustments of capital surplus for company's cash dividends received by	subsidiaries -	Balance on December 31, 2020 1,372,818	Appropriation and distribution of retained earnings:	Legal reserve appropriated -	Cash dividends on ordinary share -	-	Profit (loss) for the year ended December 31, 2021 -	Other comprehensive income (loss) for the year ended December 31, 2021 -	Total comprehensive income (loss) for the year ended December 31, 2021 -	Adjustments of capital surplus for company's cash dividends received by	subsidiaries -	Disposal of investments in equity instruments designated at fair value	through other comprehensive income -	Balance on December 31, 2021 $ 1,372,818

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Expected credit losses (gains) Net profit on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss of associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment and others Changes in operating assets and liabilities: Decrease (increase) in financial assets mandatorily measured at fair value through profit or loss Decrease (increase) in notes and accounts receivable Decrease (increase) in inventories Decrease (increase) in other current financial assets Decrease (increase) in other current assets Increase (decrease) in notes and accounts payable Increase (decrease) in provisions Increase (decrease) in other payables and other current liabilities Increase (decrease) in net defined benefit liabilities Increase (decrease) in contract liabilities Total adjustments Cash inflow (outflow) generated from (used in) operations Dividends received Interest paid Interest received Income taxes paid Net cash flows from (used in) operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase (decrease) in guarantee deposit received Payment of lease liabilities Cash dividends paid Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2021 $ 514,067	2020 463,141
	491,023 - (6,487) 30,987 (4,829) (105,030) (2,601) (6,330)	492,953 (15) (6,090) 32,587 (4,519) (70,560) - 7,367
	396,733	451,723
	355,541 (115,099) (29,672) (10,675) (11,063) 221,628 (7,129) 30,455 (1,360) 8,238	327,652 66,808 (1,373) (14,451) 46,442 (177,048) 12,897 77,711 (19,659) 455
	440,864	319,434
	837,597	771,157
	1,351,664 105,633 (30,987) 4,829 (105,361)	1,234,298 70,560 (32,587) 4,519 (22,026)
	1,325,778	1,254,764
	(7,939) - (232,627) 86,125 (15,003)	- 66,880 (514,409) 12,264 (1,861)
	(169,444)	(437,126)
	40,000 200,000 (100,000) 925 (234,156) (299,042)	(10,000) 949,000 (989,300) (999) (229,063) (244,671)
	(392,273)	(525,033)
	2,817	3,344
	766,878 786,408	295,949 490,459
	$ 1,553,286	786,408

See accompanying notes to consolidated financial statements.

Amount %		1,314,377 14	394,695 4	62,512 1	231,817 2	13,286 -	25,992 -	2,511 -	150,000 2	2,195,190 23	2,195,190 23	1,024,700 11	113,495 1	1,094,694 11	96,105 1	15,676 -		2,344,670 24	4,539,860 47		1,372,818 14	580,381 6	1,790,142 19	1,374,710 14	(31,863) -	5,086,188 53	9,626,048 100
Amount %		1,449,850 15	420,053 4	32,647 -	206,661 2	21,594 -	18,863 -	5,338 -	1,047,651 11	3,202,657 32		227,049 3	105,780 1	885,136 9	100,185 1	17,112 -	1,335,262 14		4,537,919 46		1,372,818 14	583,359 6	1,944,149 20	1,387,647 14	(31,863) -	5,256,110 54	9,794,029 100
		$																									$
Liabilities and Equity	December 31, 2021 December 31, 2020 Current liabilities:	Amount % Amount % 2150 Notes and accounts payable (note (7))	2200 Other payables (note (7))	$ 513,998 5 377,475 4 2230 Current income tax liabilities	520,683 5 445,160 5 2280 Current lease liabilities (notes (6)(k) and (7))	2130 Current contract liabilities (note (p))	251,985 3 255,593 3 2250 Provisions	28,350 - 28,192 - 2300 Other current liabilities	209,587 2 184,618 2 2320 Long-term borrowings, current portion (note (6)(j))	39,624 1 38,475 -	1,564,227 16 1,329,513 14 Non-current liabilities:	2540 Long-term borrowings (note (6)(j))	806,718 8 816,536 8 2570 Deferred income tax liabilities (note (6)(m))	2,508,995 26 2,220,372 23 2580 Non-current lease liabilities (notes (6)(k) and (7))	3,577,741 36 3,706,229 39 2640 Non-current net defined benefit liability (note (6)(l))	1,067,859 11 1,305,262 14 2645 Guarantee deposits received		36,360 - 38,002 -	232,129 3 210,134 2 Total liabilities	8,229,802 84 8,296,535 86 Equity:(note (6)(n))	3100 Ordinary shares	3200 Capital surplus	3300 Retained earnings	3400 Other equity	3500 Treasury shares	Total equity	Total liabilities and equity
		Assets	Current assets:	Cash and cash equivalents (note (6)(a))	Notes and accounts receivable, net (note (6)(c))	Notes and accounts receivable due from related parties, net (notes (6)(c)	and (7))	Other current financial assets (notes (6)(d) and (7))	Inventories, net (note (6)(e))	Other current assets		Non-current assets:	Non-current financial assets at fair value through other comprehensive income (note (6)(b))	Investments accounted for using the equity method, net (note (6)(f))	Property, plant and equipment (notes (6)(g)、(7) and (8))	Right-of-use assets (note (6)(h))		Deferred income tax assets (note (6)(m))	Other non-current assets (note (8))
				1100	1170	1180		1476	1300	1470			1517	1550	1600	1755		1840	1990

==> picture [46 x 545] intentionally omitted <==

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Statement of Comprehensive Income

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars, except for earnings per share)

2021	% 100 90	2020	% 100 89
Amount $ 17,237,755 15,572,968		Amount 15,076,884 13,415,428
1,664,787	10	1,661,456	11
543,308 828,483 -	3 5 -	540,940 794,530 -	4 5 -
1,371,791	8	1,335,470	9
292,996	2	325,986	2
64,601 3,267 (30,488) 1,853 34,877 283 130,222 (14,612)	- - - - - - 1 -	55,633 134 (32,359) 1,954 23,791 (7,376) 85,346 (15,203)	- - - - - - 1 -
190,003	1	111,920	1
482,999 67,492	3 -	437,906 66,572	3 -
415,507	3	371,334	3
	- - - -	(13,406) 339,770 645,775 35,416	- 2 4 -
52,165	-	936,723	6
1,615 323	- -	1,940 388	- -
1,292	-	1,552	-
53,457	-	938,275	6
$ 468,964	3	1,309,609	9
$	3.06		2.73
$	3.04		2.72

See accompanying notes to financial statements.

								Total equity	4,021,250		-	(247,107)	(247,107)	371,334	938,275	1,309,609		2,436	5,086,188		-	(302,020)	(302,020)	415,507	53,457	468,964		2,978		-	5,256,110
							Treasury	shares	(31,863)		-	-	-	-	-	-		-	(31,863)		-	-	-	-	-	-		-		-	(31,863)
							Total other	equity	425,710		-	-	-	-	949,000	949,000		-	1,374,710		-	-	-	-	58,169	58,169		-		(45,232)	1,387,647
Other equity	Unrealized gains	(losses) on	Exchange financial assets	differences on measured at fair	Retained earnings translation of value	Unappropriated foreign through other	Ordinary Capital Legal retained Total retained financial comprehensive	shares surplus reserve earnings earnings statements income	Balance on January 1, 2020 $ 1,372,818 577,945 415,917 1,260,723 1,676,640 (24,781) 450,491	Appropriation and distribution of retained earnings:	Legal reserve appropriated - - 29,096 (29,096) - - -	Cash dividends on ordinary share - - - (247,107) (247,107) - -	- - 29,096 (276,203) (247,107) - -	Profit (loss) for the year ended December 31, 2020 - - - 371,334 371,334 - -	Other comprehensive income (loss) for the year ended December 31, 2020 - - - (10,725) (10,725) 1,552 947,448	Total comprehensive income (loss) for the year ended December 31, 2020 - - - 360,609 360,609 1,552 947,448	Adjustments of capital surplus for the Company's cash dividends received	by subsidiaries - 2,436 - - - - -	Balance on December 31, 2020 1,372,818 580,381 445,013 1,345,129 1,790,142 (23,229) 1,397,939	Appropriation and distribution of retained earnings:	Legal reserve appropriated - - 36,061 (36,061) - - -	Cash dividends on ordinary share - - - (302,020) (302,020) - -	- - 36,061 (338,081) (302,020) - -	Profit (loss) for the year ended December 31, 2021 - - - 415,507 415,507 - -	Other comprehensive income (loss) for the year ended December 31, 2021 - - - (4,712) (4,712) 1,292 56,877	Total comprehensive income (loss) for the year ended December 31, 2021 - - - 410,795 410,795 1,292 56,877	Adjustments of capital surplus for the Company's cash dividends received	by subsidiaries - 2,978 - - - - -	Disposal of investments in equity instruments designated at fair value	through other comprehensive income - - - 45,232 45,232 - (45,232)	Balance on December 31, 2021 $ 1,372,818 583,359 481,074 1,463,075 1,944,149 (21,937) 1,409,584

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Statement of Cash Flows

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Net profit on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method Loss (gain) on disposal of property, plant and equipment and others Changes in operating assets and liabilities: Decrease (increase) in financial assets mandatorily measured at fair value through profit or loss Decrease (increase) in notes and accounts receivable Decrease (increase) in inventories Decrease (increase) in other current financial assets Decrease (increase) in other current assets Increase (decrease) in notes and accounts payable Increase (decrease) in contract liabilities Increase (decrease) in provisions Increase (decrease) in other payables and other current liabilities Increase (decrease) in net defined benefit liabilities Total adjustments Cash inflow (outflow) generated from (used in) operations Dividends received Interest paid Interest received Income taxes paid Net cash flows from (used in) operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Proceeds from long-term borrowings Repayments of long-term borrowings Increasee (decrease) in guarantee deposits received Payment of lease liabilities Cash dividends paid Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2021 $ 482,999	2020 437,906
	483,523 - 30,488 (1,853) (34,877) (130,222) (6,566)	485,116 (165) 32,359 (1,954) (23,791) (85,346) 7,367
	340,493	413,586
	- (71,915) (24,969) 2,257 (8,988) 135,473 8,308 (7,129) 28,185 (1,810)	300,210 38,026 7,614 (14,816) 46,064 (165,101) 460 12,897 60,755 (20,059)
	59,412	266,050
	399,905	679,636
	882,904 116,078 (30,488) 1,853 (86,070)	1,117,542 83,747 (32,359) 1,954 (15,700)
	884,277	1,155,184
	(7,672) (164,000) (216,776) 86,025 (14,389)	- (36,000) (512,351) 12,264 5,159
	(316,812)	(530,928)
	200,000 (100,000) 1,436 (230,358) (302,020)	949,000 (989,300) 475 (225,309) (247,107)
	(430,942)	(512,241)
	136,523 377,475	112,015 265,460
	$ 513,998	377,475

See accompanying notes to financial statements.

Shan-Loong Transportation Co., Ltd. The Surplus Earning Distribution

2021

Shan-Loong Transportation Co., Ltd. The Surplus Earning Distribution 2021	Shan-Loong Transportation Co., Ltd. The Surplus Earning Distribution 2021	Shan-Loong Transportation Co., Ltd. The Surplus Earning Distribution 2021
Unit: NT$
Items	Sub-total	Total
Beginning balance		1,007,048,504
Add (Less): net IFRIC adjustment	0
Beginning balance after conversion to IFRS		1,007,048,504
Add (Less):
Remeasurement of determined benefit plans and the change amount in the current period	(4,712,000)
Equity instruments measured at fair value through other consolidated profit or loss	45,232,030
Net profit after tax for the year	415,506,633
Retained earnings available for appropriation		1,463,075,167
Less:
Legal reserve appropriated	(45,602,666)
Distributed items:
Shareholder dividends- cash	(343,204,568)
Unappropriated retained earnings at the end of the period		1,074,267,933

Chairman: General Manager: Accounting Manager:

[Appendix 1]

Shan-Loong Transportation Co.,Ltd

Articles of Incorporation

Chapter 1 General Provisions

Article 1: This Company is incorporated pursuant to the provisions governing a company by the Company Act of Republic of China with the name of 山隆通運股份有限公司 in Chinese. (Shan-Loong Transportation Co., Ltd in English).
Article 2: The Company may engage in the following activities:
I. G101061 Truck freight transportation.
II. G101081 Automobile Container Transport.
III. CD01030 Motor Vehicles and Parts Manufacturing.
IV. JA01010 Automobile Repair.
V. F114010 Wholesale of Motor Vehicles.
VI. F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories. VII. F214010 Retail Sale of Motor Vehicles.
VIII. F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories. IX. G801010 Warehousing.
X. F112010 Wholesale of Gasoline and Diesel Fuel.
XI. F112040 Wholesale of Petroleum Products.
XII. F212011 Gas Stations.
XIII. F212050 Retail Sale of Petroleum Products.

XIV. J101090 Waste Disposal.

XV. J101030 Waste Disposing.

XVI. E599010 Piping Engineering.

XVII. F107170 Wholesale of Industrial Catalyst.

XVIII. F113100 Wholesale of Pollution Controlling Equipments

XIX. F213100 Retail Sale of Pollution Controlling Equipments

XX. F401010 International Trade

XXI. I103060 Management Consulting

XXII. I301010 Information Software Services

XXIII. I301020 Data Processing Services

XXIV. J101040 Waste Treatment

XXV. J101050 Environmental Testing Services

XXVI. J101060 Wastewater (Sewage) Treatment

XXVII. JA02051 Weights and Measuring Instruments Repair XXVIII. F113060 Wholesale of Measuring Instruments

XXIX. F213050 Retail Sale of Measuring Instruments

XXX. F213050 Measuring Instruments Import

XXXI. I301040 The Third Party Payment

XXXII. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company may render external endorsements/guarantees due to business and investment relations.

Article 4: The Company’s total amount of investment in other businesses shall exceed 40% of the paid-up capital of the Company.

Article 5: The office of the Company is located in New Taipei City, where necessary, the Company

41 26

may have branches or offices established within or outside of the Republic of China as decided by resolution adopted by the Board of Directors.

Chapter 2 Shares

Article 6: The total authorized capital of the Company shall be NT$1,800,000,000 divided into 180,000,000 shares at NT$10 each, which will be issued in installments. To transfer shares to employees at less than the average actual share repurchase price, the Company must have obtained the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued share.

Article 7: The Company issuing and printing shares shall assign its share certificates with serial numbers, shall indicate the following particulars on such share certificates, and the share certificates shall be affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof:

I. The name of the company.

II. The date of incorporation registration, or the date of company alteration registration for issuance of new shares.

III. For shares with par value, the total number of shares and share price; for shares with no par value, the total number of share.

IV. The number of shares issued this time.

V. The words “share certificates of promoters” shall be marked on the share certificates to be issued to promoters

VI. In the case of special share certificates, the words describing the class of such special shares shall be marked thereon.

VII. The date of issue of the share certificate.

A registered share certificate shall bear the true name of the shareholder thereof. Where a plural number of share certificates are held by a same person, his/her name shall be indicated on all such share certificates. For share certificate(s) to be held by a government agency or a corporate shareholder, the name of such government agency or such corporate shareholder shall be indicated thereon, and no other shareholder’s name nor only the name of the representative of such government shareholder or corporate shareholder may be indicated thereof.

The rules governing certification or authentication of share certificates to be issued under Paragraph One of this Article shall be prescribed by the central competent authority. However, the provision set out in this Paragraph shall not apply to the companies offering their respective share certificates to the public in accordance with the rules otherwise prescribed by the competent authority in charge of securities affairs.

However, the Company is exempted from printing any share certificate for the shares issued subject to the registration and custody at Taiwan Depository and Clearing Corporation. The Company shall administer the issuance of shares and investor service in accordance with the Regulations Governing the Administration of Shares by Public Companies promulgated by the competent authority.

Chapter 3 Shareholders Meeting

Article 8: There are two types of Shareholders’ Meetings: Regular meetings and temporary meetings. The regular meetings shall be convened once a year and shall be convened by the Board of Directors in accordance with the law within six months after the end of each fiscal year. The temporary meetings shall be convened in accordance with the law when necessary. All shareholders shall be notified 30 days in advance; the convening of an extraordinary Shareholders’ Meeting shall be notified to all shareholders 15 days in advance.

42 27

The Company's shareholders' meetings may be held by video conference or other means announced by the central competent authority.

Article 9: If specific shareholder cannot attend the shareholders meeting in person, this shareholder may use the power of attorney prepared by the Company to appoint a proxy to attend and specify the scope of authorization therein.
Article 10: Resolutions of the shareholders meeting shall be made by a session with the attendance of shareholders representing more than half of the outstanding shares and a simple majority of votes cast by the shareholders in session for consent.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means. The method of exercise shall be specified in the shareholders meeting notice.

A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

Chapter 4 Directors

Article 11: The Company shall establish 9 to 13 seats of directors. The board of directors shall decide the number of independent directors and non-independent directors to be elected respectively. The election of directors shall be made under the candidate nomination system where the shareholders may elect the candidates on the list to the seats of directors. Each director has tenure of 3 years and may assume a new term of office if reelected. No less than three independent directors shall be appointed, comprising no less than one-fifth of the number of director seats. The total number of shares held by all directors shall not be less than a certain percentage of the total number of issued shares by the Company.

The rules regulating the minimum percentage to be held by the directors and supervisors referred to in the preceding paragraph, and the examination of such holding shall be prescribed by an order from the competent authority.

The acceptance method and announcement of the nomination of independent director candidates and other relevant matters, as well as the professional qualifications of independent directors, restrictions on shareholding and part-time restriction, and the determination of independence, shall be handled in accordance with relevant laws and regulations. The election of independent directors and non-independent directors shall be held together; provided, however, that the number of independent directors and nonindependent directors elected shall be calculated separately.

Article 11(1): The Company sets up the audit committee in accordance with Article 14-4 of the Securities and Exchange Act, which shall be composed of the entire number of independent directors. Number and term of office of audit committee members, powers of the audit committee, rules of procedure for meetings of the audit committee and other matters shall be subject to the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies and the Company shall adopt an audit committee charter to regulate matters hereof.
Article 12: The directors shall constitute the board of directors and shall elect one chairman (and one vice chairman) of the board from among themselves by a majority at a meeting attended by at least two-thirds of the directors. The chairman shall externally represent the company.
Article 13: In case the chairman of the board of directors is on leave or absent or can not exercise his

43 28

power and authority for many cause, a delegate shall be appointed in compliance with Article 208 of the Company Act.

Article 14: The Company’s policy and important matters shall be determined by the board or directors. Article 15: (deleted)

Article 16: Remuneration of directors shall be paid, no matter whether the Company is in a loss or not. Remuneration of directors shall be paid in line with their engagement and participation to enterprise operation and adopted by the enterprises of the same industry, and determined by the board of directors.

Chapter 5 General Manager

Article 17 The Company may have one or more general managers. Appointment, discharge and the remuneration of the general managers shall be in compliance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 18 The Company adopts the end of the official calendar as its final settlement period. The board of directors shall prepare the following statements and records and shall forward the same to a general meeting of shareholders for approval.
I. The business report.
II. The financial statements.

III. The surplus earning distribution or loss off-setting proposals.

Article 19 If the Company has any pre-tax earnings, no less than 1% shall be allocated as employee compensation based on the pre-tax earnings before the amount of employee compensation to be distributed is deducted. Bur if the Company still has an accumulated loss, it shall reserve the recovery amount in advance.

Employees’ compensation shall be paid in shares or in cash, employees entitled to the compensation includes those of the Company’s subsidiaries or controlled companies.

The payment method and rate of employee remuneration shall be adopted by the board of directors by a resolution of more than two-thirds of the directors present and approved by more than half of the directors present, and shall be reported to the shareholders’ meeting.

Where the board of directors has adopted a resolution in the preceding paragraph to pay remuneration to employees in the form of shares, it may adopt the same resolution to issue new shares or buy its own shares.

Article 20 If there is net profit after tax in the current period in the Company’s annual general final accounts, it shall first make up the accumulated losses and allocate 10% as the statutory surplus reserve. The above statutory surplus reserve shall be included in the amount of undistributed surplus of the current year by adding items other than the current after tax net profit to the current period, unless the statutory surplus reserve has reached the paid-in capital of the Company. In addition, the special surplus reserve shall be set aside or converted in accordance with laws and regulations or the regulations of the competent authority. If there is still surplus and the undistributed surplus at the beginning of the same period, the board of directors shall prepare a surplus distribution plan and submit it to the shareholders’ meeting for resolution.

In the case of earnings distribution referred to in the preceding paragraph, more than 30% shall be allocated to shareholders, of which the cash dividend shall not be less than 10% of the total dividend. However, if the cash dividend per share is less than NT$0. 1, it will not

44 29

be paid, and paid with stock dividends, instead.

In case of a deduction from shareholders’ equity accumulated in the previous year or occurred in the current year but the after tax surplus of the current year is insufficient to be withdrawn, the special surplus reserve of the same amount shall be set aside from the accumulated undistributed surplus of the previous year and deducted before allocation. The earnings distribution referred to in the preceding paragraph may be exempted if the dividend per share is less than NT$0.5.

Chapter 7 Supplementary Provisions

Article 21: Matters not specified in these Articles of Incorporation shall be subject to the Company Act and other relevant laws and regulations.
Article 22: These Articles where originally established on March 17, 1976. The 1st amendment was made on March 21, 1980. The 2nd amendment was made on December 14, 1981. The 3rd amendment was made on December 30, 1981. The 4th amendment was made on March 9, 1982. The 5th amendment was made on June 23, 1982. The 6th amendment was made on September 25, 1984. The 7th amendment was made on October 26, 1984. The 8th amendment was made on April 8, 1986. The 9th amendment was made on February 21, 1987. The 10th amendment was made on July 1, 1987. The 11th amendment was made on April 29, 1988. The 12th amendment was made on June 3, 1988. The 13th amendment was made on August 10, 1988. The 14th amendment was made on May 25, 1989. The 15th amendment was made on July 31, 1989. The 16th amendment was made on March 31, 1990. The 17th amendment was made on March 18, 1991. The 18th amendment was made on April 27, 1992. The 19th amendment was made on April 20, 1993. The 20th amendment was made on December 1, 1993. The 21st amendment was made on May 17, 1994. The 22nd amendment was made on May 25, 1995. The 23rd amendment was made on May 25, 1996. The 24th amendment was made on December 20, 1996. The 25th amendment was made on March 21, 1997. The 26th amendment was made on August 28, 1997. The 27th amendment was made on April 13, 1998. The 28th amendment was made on May 26, 1999. The 29th amendment was made on June 8, 2001. The 30th amendment was made on June 21, 2002. The 31st amendment was made on June 27, 2004. The 32nd amendment was made on June 17, 2005. The 33rd amendment was made on June 23, 2006. The 34th amendment was made on May 30, 2007. The 35th amendment was made on June 6, 2008. The 36th amendment was made on June 22, 2012. The 37th amendment was made on June 26, 2014. The 38th amendment was made on June 25, 2015. The 39th amendment was made on June 24, 2016. The 40th amendment was made on June 22, 2017. The 41st amendment was made on June 27, 2019. The 42nd amendment was made on May 29, 2020. The 43rd amendment was made on July 1, 2021. The 44th amendment was made on May 26, 2022.

45 30

[Appendix 2]

Shan-Loong Transportation Co., Ltd.

Procedures for Acquiring or Disposing of Assets

111.5.26 amended and approved by the ordinary meeting of shareholders
Article 1: Purposes and legislative basis
The Company has established this procedure in accordance with Article 36-1 of the Securities Transaction Act and the “Guidelines for Acquisition and Disposal of Assets by Publicly Traded Companies” issued by Financial Supervisory Commission R.O.C. (hereinafter, the FCS) for the purpose of protecting investment, executing information disclosure and reinforcing management of acquiring or disposing assets.

Article 2: Scope of Assets

The term “assets” herein refers to the following:

I. Investment in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depository receipts, call(put) warrants, beneficiary interest securities and asset-backed securities.
II. Real property (including land, houses and buildings, investment property, and inventories
of construction enterprises) and equipment.
III. Memberships.
IV. Patents, copyrights, trademark, franchise rights and other intangible assets.
V. Right-of-use assets.
VI. Claims of financial institutions (including receivable, bill purchased and discounted,
loans, and overdue receivables).
VII. Derivatives.
VIII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions or
transfer of shares in accordance with law.
IX. Other major assets.

Article 3: Definitions of Relevant Terms

I. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rates, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combing the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contracts” does not include insurance contracts, performance contracts, after-sale contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
II. Assets acquired or disposed through mergers, demergers, acquisitions or transfer of shares in accordance with law: refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisition Act or other other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter “transfer of shares”) under Article 156-3 of the Company Act.
III. Related party or subsidiary: as defined in Regulations Governing the Preparation of Financial Reports by Securities Issuers.
IV. Professional appraiser: refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or other fixed assets.
V. Date of occurrence: refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolution, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date

46 31

is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above due date or the date of receipt of approval by the competent authority shall apply.

VI. Mainland China area investment: refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
VII. Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.
VIII. Securities exchange: “domestic securities exchange” refers to the Taiwan Stock Exchange Corporation, “foreign securities exchange” refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.
IX. Over-the-counter venue (”OTC venue”, “OTC”): “Domestic OTC venue” refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; “foreign OTC venue” refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.
Article 4: Execution Unit
For the acquisition of the above assets, the execution unit shall put forward the demand plan and benefit analysis, submit it to the competent authority for approval before implementation. This also applies to the disposal. The term “execution unit” refers to:
Financial department - long-term and short-term securities and derivatives.

Management department - real estate or its use right assets, memberships and patent right. User - intangible assets such as copyright, trademark right and franchise, equipment or its use right assets.

Article 5: Evaluation and Operating Procedure

The price determination, authorization limit and level for acquiring or disposing assets shall be handled in the following ways:

I. Securities of equity investment not traded on the centralized trading market or over-thecounter venue:
The price shall be determined by comparison and negotiation. The chairman of the board of directors is authorized to handle the transaction with full power, and then submit it to the next board of directors for ratification.
II. Equity investment in the same company or trading in convertible corporate bonds of the same company on the centralized trading market or over-the-counter venue: The price shall be determined based on the transaction price in the open market, and the chairman of the board of directors shall be authorized to handle the transaction, and then submit it to the next board of directors for ratification.
III. Buying and selling real estate, equipment or its use right assets:
Unless otherwise specified in this procedure, the price decision shall be made by means of comparison, negotiation or bidding, and the chairman shall be authorized to handle it with full power, and then submit it to the next board of directors for ratification.
IV. The total amount of real estate acquired for non-business use and its use right assets or

32 47

securities shall not exceed 80% of the total shareholders’ equity and investment in a single security may not exceed 70% of the total shareholders’ equity.

V. Acquire or dispose of memberships or intangible assets or their use right assets:
- The price shall be determined by comparison and negotiation. The chairman of the board of directors is authorized to handle the transaction with full power, and then submit it to the next board of directors for ratification.
VI. Derivative transactions:
- (I) When the Company is engaged in derivatives trading, the board of directors shall supervise and manage such trading in accordance with the following principles:
  1. Designated senior executives shall pay attention to the supervision and control of derivative trading risks at any time.
  2. Regular evaluation shall be conducted whether the performance of derivatives trading is in line with the established business strategy and whether the risks undertaken are within the allowable range of the Company.
- (II) Senior executives authorized by the board of directors shall manage the trading of derivatives in accordance with the following principles:
  1. They shall regularly assess whether the currently used risk management measures are appropriate and are indeed handled in accordance with these standards and the procedures for dealing with derivatives transactions prescribed by the Company.
  2. They shall supervise the trading and profit and loss situation. If any abnormality is found, they shall notify the audit committee in writing and report to the board of directors immediately.
- (III) In case of derivatives trading, the authorized personnel shall handle it in accordance with the prescribed procedures for dealing with derivatives trading and report the transaction to the most recent audit committee afterwards.
VII. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law
(I) With regard to merger, demerger, acquisition or transfer of shares, the Company shall, before convening the resolution of the board of directors, employ accountants, lawyers or securities underwriters to express their opinions on the reasonableness of the share exchange ratio, purchase price or cash or other property allocated to shareholders, and submit them to the board of directors for discussion and approval. However, for the merger of subsidiaries directly or indirectly holding 100% of the issued shares or total capital, or the merger between subsidiaries directly or indirectly holding 100% of the issued shares or total capital, the Company may be exempted from obtaining the reasonable opinions issued by the previous experts.
(II) To participate in important agreements and related matters of merger, demerger or acquisition, the Company shall prepare a public document to shareholders before the shareholders’ meeting, and deliver it to shareholders together with the expert opinions in the preceding paragraph and the notice of the shareholders’ meeting as a reference for whether to agree to the merger, demerger or acquisition. However, such restriction shall not apply where the convening of a shareholders’ meeting may be waived in accordance with other laws and regulations to resolve matters of merger, demerger or acquisition.

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(III) The company participating in a merger, demerger or acquisition shall convene a board of directors and shareholders’ meeting on the same day to resolve matters related to the merger, demerger or acquisition, unless otherwise required by other laws or with the prior consent of the FSC due to special circumstances. Unless otherwise provided by other laws or special circumstances, the Company engaged in the transfer of shares shall convene a board of directors on the same day with the prior consent of the SFI.
(IV) The contract for participation by a public company in a merger, demerger, acquisition, or of shares shall record the rights and obligations of the companies participating in the merger, demerger, acquisition, or transfer of shares, and shall also record the following:
1. Handling of breach of contract.
2. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
3. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof
4. The manner of handling changes in the number of participating entities or companies
5. Preliminary progress schedule for plan execution, and anticipated completion date.
6. Scheduled date for convening the legally mandated shareholders meeting if the plan exceeds the deadline without completion, and relevant procedures.
(V) The company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:
1. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
2. An action, such as a disposal of major assets, that affects the company’s financial operations.
3. An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
4. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
5. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
6. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
(VI) Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.
(VII) Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected

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by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

(VIII) After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company’s shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.
(IX) The Company shall prepare a full written record of the following information and retain it for 5 years for reference.
1. Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company’s shares prior to disclosure of the information.
2. Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.
3. Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.
(X) When participating in a merger, demerger, acquisition, or transfer of another company’s shares, the Company shall, within 2 days counting inclusively from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation. Where the Company participating in a merger, demerger, acquisition, or transfer of another company’s shares is neither listed on an exchange nor has its shares traded on an OTC market, the Company shall sign an agreement with such company whereby the latter is required to abide by the provisions of the preceding two paragraphs.
VIII. If necessary, decisions on the above trading conditions shall be based on relevant expert opinions or valuation reports in accordance with Article 9 of these Procedures.
IX. Major asset or derivative transactions shall be approved by the audit committee in accordance with relevant regulations and submitted to the board of directors for resolution.

Article 6

In the event that the Company engages in any acquisition or disposal of real property or right-ofuse assets thereof from or to a related party or engages in any acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party, and the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of the Company's total assets, or NT$ 300 million or more, except for the trading of domestic government bonds, bonds under

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repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment until it has submitted the following matters to the Audit Committee and the Board of Directors and the matters has been approved by the Audit Committee and the Board of Directors:

I. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
II. The reasons for choosing the related party as a trading counterparty.
III. In the event that the Company acquires real property or right-of-use assets thereof from a related party, information regarding the evaluation of the reasonableness of the anticipated terms of the transaction in accordance with the provisions of Article 16 and Article 17 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.
IV. The date and price at which the related party originally acquired the real property, its original trading counterparty, and the counterparty's relationship with the Company and the related party.
V. Monthly cash flow forecasts for the coming year commencing from the anticipated month of executing the agreement, and the evaluation of the necessity of the transaction and the reasonableness of the funds utilization.
VI. The appraisal report provided by a professional appraiser and the opinion of a certified public accountant obtained in accordance with Article 9.
VII. The restrictive terms of this transaction and other important agreements in connection with the transaction.

With respect to the following transactions between the Company and its subsidiary, or between companies in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Board of Directors may proceed with the transaction within the limit of NT$500 million, which shall subsequently be submitted to and ratified at the next Board of Directors' meeting:

I. Acquisition or disposal of equipment or right-of-use assets for business use.
II. Acquisition or disposal of real property for business use.

In the event that the Company or its subsidiaries other than a domestic public company has transactions in paragraph 1, and the transaction amount reaches 10% or more of the Company's total assets, the Company may not proceed to enter into a transaction agreement or make a payment until it has submitted the matters listed in paragraph 1 to the shareholders' meeting and the matters has been approved by the shareholders' meeting. However, transactions between the Company and its parent company, its subsidiaries, or between its subsidiaries shall not be subject to this restriction.

The transaction amount in paragraph 1 and the preceding paragraph shall mean the transaction amount of the year preceding the Date of Occurrence of this transaction, which shall be calculated according to Article 7, paragraph 2 herein. Items that have been approved by the Audit Committee and Board of Directors according to these Procedures shall not be counted in when calculating the transaction amount.

Article 7 Scope of application of announcement and declaration

In the event of any of the following occurs when the Company acquires or disposes of its assets, the Company shall, based on the nature of the transaction announce and file relevant documents on the website designated by the Financial Supervisory Commission according to the format provided:
I. Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company’s total assets, or NT$300 million

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or more. Provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements or subscription or redemption of domestic money market funds issued by securities investment trust enterprises.

II. Merger, demerger, acquisition, or transfer of shares.
III. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company
IV. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party and the transaction amount is less than NT$1 billion.
V. Acquisition or disposal by the Company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million; and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the transaction counterparty is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more.
VI. Where land is acquired under an arrangement on engaging others to build on the Company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the Company expects to invest in the transaction reaches NT$500 million.
VII. Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million Provided, this shall not apply to the following circumstances:
(I) Trading of domestic government bonds or foreign government bonds with a credit
rating not lower than the sovereign rating of Taiwan.
(II) Where done by professional investors-securities trading on securities exchanges or OTC markets, or subscription of foreign bonds or ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of index investment securities, or securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.
(III) Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The above transaction amount shall be calculated as follows:

The amount of any individual transaction.
The cumulative transaction amount of the acquisitions or disposals of the same

type of assets with the same counterparty within the preceding year.

The cumulative transaction amount of real property or right-of-use asset acquisitions and disposals (cumulative acquisitions and disposals respectively) under the same development project within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative

acquisitions and disposals respectively) of the same security within the preceding year.

The term "within the preceding year" as used in the preceding subparagraph refers to the year preceding the Date of Occurrence of the current transaction. Items duly announced in accordance with the regulations under the Procedures shall not be counted into the transaction amount.

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Article 8 Time limit for public announcement and reporting

Where the transaction amount of assets acquired or disposed of reaches the standard set forth in Article 7 of these Procedures, the relevant information shall be publicly announced and reported to the website designated by the FSC within two days from the date of occurrence. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

I. Change, termination, or rescission of a contract signed in regard to the original transaction. II. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

III. Change to the originally publicly announced and reported information.

The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.

Article 9: When acquiring or disposing of assets, the Company shall appoint experts to give opinions according to the types of assets and in accordance with the following provisions:
I. Acquisition or disposal of securities:

The Company shall acquire or dispose of securities after the fact that it has obtained the latest financial statements of the target company that have been certified or reviewed by an accountant, as a reference for evaluating the transaction price prior to the Date of Occurrence. If the transaction amount reaches 20%of the Company’s paid-in capital or NT$300 million or more, the Company shall engage a certified public accountant prior to the Date of Occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by the regulations announced by the Financial Supervisory Commission.

II. Acquisition or disposal of real property, equipment or right-of-use assets:
In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report (matters contained refer to Appendix 1) prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
(I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
(II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

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(III)Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
Where the discrepancy between the appraisal result and the transaction amount is

20% or more of the transaction amount.

Where the discrepancy between the appraisal results of two or more professional

appraisers is 10% or more of the transaction amount.

(IV) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser
III. Acquire or dispose of memberships or intangible assets or their use right assets: Where the trading amount of the Company reaches NT$300 million or more, except for trading with domestic government agencies, the Company shall, prior to the date of occurrence, contact a CPA to express an opinion on the rationality of the trading price.
IV. The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100% of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 % of the respective subsidiaries’ issued shares or authorized capital.
V. Where a public company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
VI. When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10% or more of the Company’s total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA’s opinion in compliance with the provisions.
When judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
VII. Professional appraisers and their appraisal officers, certified public accountants, attorneys and securities underwriters, who provide the Company with appraisal reports or opinions shall meet the following requirements:
(I) They have not previously received a final and non-appealable sentence of imprisonment for one year or more for a violation of Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the Company Act, Banking Act, Insurance Act, Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery, or occupational crime. However, this provision does not apply if three years have passed since the

54 39

completion of the sentence, expiration of the term of probation, or grant of a pardon.

(II) Circumstances in which a party to a transaction may not be a related party or have a material relationship with the transaction party.
(III) If the Company is required to obtain appraisal reports from two or more professional appraisers, such professional appraisers or appraisal officers shall not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions:

(I) Prior to accepting an assignment, they shall carefully evaluate their own professional
capabilities, practice experience, and independence.
(II) When working on an assignment, they shall adopt and implement adequate operating procedures in formulating a conclusion and use the conclusion as the basis for issuing the report or opinion letter. The procedures implemented, data collected, and conclusion reached shall be fully and accurately recorded in the working papers.
(III) They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
(IV) They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.

The transaction amount in the preceding paragraph shall be calculated pursuant to Article 6, paragraph 1 herein. The term "within the preceding year" refers to the year preceding the Date of Occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or the certified public accountant's opinion have been obtained in accordance with the provisions of the Procedures shall not be counted towards the transaction amount.

Article 10: Announcement and declaration of subsidiaries

I. The acquisition or disposal of assets by a subsidiary shall be handled in accordance with Article 9.
II. Where a subsidiary is not a public company, and its assets acquired or disposed of meet the reporting standards prescribed in Article 6, the Company shall enter the information reporting website designated by the SFC
III. Where a subsidiary is not a public company, the derivatives trading as of the end of last month shall be entered into the information reporting website designated by the SFC by the 10th day of each month in accordance with the prescribed format.
IV. In the announcement and reporting standards of subsidiaries, the provisions on the amount of paid-in capital or total assets are subject to the amount of paid-in capital or total assets of the Company.
V. When a subsidiary acquires or disposes of assets and makes an announcement and declaration by itself or by the Company, the Company shall enter the announcement of the subsidiary on the information reporting website designated by the SFC.
VI. The total amount of real estate and its right to use assets or securities acquired by a subsidiary for non-business use shall not exceed 80% of the paid-in capital of the subsidiary, and the investment in a single securities shall not exceed 50% of the paid-in capital of the subsidiary. However, the total amount of securities acquired by a subsidiary for the purpose of professional investment or holding may not exceed its paid-in capital.

Article 11: Other matters

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I. The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.
II. If the responsible personnel of the Company violate these Procedures and cause material losses to the Company, the Company shall immediately send the party concerned to the personnel review committee of the Company for discussion. In case of any suspected illegal acts, the case shall also be transferred to the judicial authority for investigation and claim for damages.
III. In the case of the Company whose shares have no par value or a par value other than NT$10-for the calculation of transaction amounts of 20% of paid-in capital hereunder, 10% of equity attributable to owners of the parent shall be substituted; for calculations under the provisions hereunder regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.
IV. For the calculation of 10 percent of total assets herein, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by Securities Issuers shall be used.
Article 12: Any matters not covered in these procedures shall be subject to relevant laws and regulations.
Article 13: These Procedures shall be approved by more than half of all members of the audit committee and submitted to the board of directors for approval, and then submitted to the shareholders’ meeting for approval. The same shall apply to any amendments to the ProceduresWhere any director expresses dissent and it is contained in the minutes or a wri tten statement, the Company shall submit the dissenting opinion to the auditing committee each supervisor and for discussion by the shareholders’ meeting.
- If the preceding paragraph is not approved by more than half of the members of the audit committee, it may be approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board meeting.

All the members of the audit committee referred to in the preceding two paragraphs and all the directors referred to in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

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AI assistant

SLC — AGM Information 2022

52170_rns_2022-06-15_0db98bfb-6c8a-4916-ba9f-e03eeca84a9c.pdf

Shan-Loong Transportation Co., Ltd.

Directors’ shareholding details

Table of Contents

Shan-Loong Transportation Co., Ltd. Agenda of 2022 Annual General Meeting of Shareholders

Time: 9:00 A.M., May 26, 2022 (Thursday)

IV. Ratification Items

VI. Extraordinary Motions

VII. Meeting Adjourned

1. 2021 Business Overview ----Business Report

(VII) Shipping to the World:

4. Audit Committee’s Review Report for 2021

Shan-Loong Transportation Co., Ltd. Audit Committee's Review Report

Sincerely

Ratification Items

Discussion Items

Extraordinary Motions

Independent Auditors ’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Description of key audit matter:

Audit Procedures:

Other Matter

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

Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

Notes to Readers

Independent Auditors ’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Description of key audit matter:

Audit Procedures:

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

Auditors ’ Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars, except for earnings per share)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Statement of Comprehensive Income

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars, except for earnings per share)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Statement of Cash Flows

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Shan-Loong Transportation Co., Ltd. The Surplus Earning Distribution

2021

[Appendix 1]

Shan-Loong Transportation Co.,Ltd

Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders Meeting

Chapter 4 Directors

Chapter 5 General Manager

Chapter 6 Accounting

Chapter 7 Supplementary Provisions

[Appendix 2]

Article 2: Scope of Assets

Article 3: Definitions of Relevant Terms

Article 6

More from SLC

SLC AGM Information 2022