Everlight Chemical Industrial : Handbook for the 2024 General Shareholders Meeting

DISCLAIMER

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2024 ANNUAL GENERAL SHAREHOLDERS MEETING (THE "HANDBOOK") OF EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION. (THE "COMPANY"). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

Table of Contents
Meeting Procedure	1
Agenda	2
Reports	3
Proposals	8
Discussions	24
Election	27
Other Proposals	30
Extemporary Motions	31
Appendices
Rules of Procedure for Shareholders Meetings	32
Procedures for Election of Directors	45
Articles of Incorporation	48
Shareholdings of Directors	54

Everlight Chemical Industrial Corporation

Meeting Procedure of 2023 General Shareholders Meeting

1. Call the Meeting to Order
2. Chairman's Address
3. Reports
4. Proposals
5. Discussions
6. Election
7. Other Proposals
8. Extemporary Motions
9. Adjournment

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Everlight Chemical Industrial Corporation

Meeting Agenda of 2024 General Shareholders Meeting

Time: 9:00 AM, May 30, 2024

Location: 3th Floor, No. 260, Section 2, Bade Road, Zhongshan District, Taipei City, Taiwan (Central Pictures Bade Building)

1. Reports
2. 1. The Company's 2023 Business Report
   2. The Company's 2023 Audit Committee's Review Report
   3. The Company's 2023 Earnings Distribution of cash dividends Report
   4. The Company's 2023 Remuneration to Employees and Directors Report
3. Proposals
4. 1. Approval of 2023 closing statements
5. Discussions
6. 1. The amendments to " Rules of Procedure for Shareholders Meetings"
   2. The amendments to "Articles of Incorporation"
7. Election
   Election of Directors
8. Other Proposals
   Discussion to approve the lifting of the newly elected Directors from non-competition restrictions
9. Extemporary Motions
10. Adjournment

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Reports

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Reports

1. The Company's 2023 Business Report

2023 Business Report, Everlight Chemical Industrial Corporation

(1) Implementation results of operating plan

The Company's consolidated operating revenue in 2023 was NT$ 7,861,424k which was a decrease of 12%. In terms of operating income, the consolidated net income after tax was NT$95,077k and EPS was NT$ 0.16, which decreased by 76% respectively.

(2) Budget execution status

			Unit: NTD thousand
Account	Plan for the whole year	Actual amount		Achievement rate
Operating revenue	9,400,000	7,861,424		84%
Operating cost	7,140,000	6,261,590		88%
Operating gross profit	2,260,000	1,599,834		71%
Operating expense	1,700,000	1,516,414		89%
Operating profit	560,000	83,420		15%
Net income before tax	550,000	108,957		20%

(3) Analysis on revenue and expense and profitability

						Unit: NTD thousand
	Item		2023		2022
Financial	Operating revenue		7,861,424	8,891,702
Operating cost		6,261,590	6,896,531
	Operating gross profit	1,599,834	1,995,171
income	Operating expense		1,516,414	1,614,415
Operating profit		83,420	380,756
and	Net non-operating revenue	25,537	103,078
Net income before tax	108,957	483,834
expense
Net income after tax	95,077	392,540
	Income tax expense	13,880	91,294
	EPS (NTD)		0.16	0.68
Profitability	ROA		1.3%	3.3%
ROE		1.1%	4.4%
	Percentage of		Operating profit	1.5%	7.0%
Analysis	paid-in capital		Pre-tax income	2.0%	8.8%
Profit margin		1.2%	4.4%
	EPS (NTD)		0.16	0.68

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(4) R&D status

Developing high-tech, high value-added chemical products and continuously improving ecological benefits are our R&D goals. R&D expense in 2023 was about NT$ 350,000k which accounted for 4.5% of operating revenue. The specific results of R&D are as follows:

1. 1. Intellectual property right:
      In 2023, there were 3 patents granted. As of Feb. 2024, the accumulated patent number was 198.
   2. New product R&D results of each business:
      In 2023, the completed items of new products developed by each business are: 48 items of color chemicals, 4 items of specialty chemicals, 10 items of electronic chemicals, 0 item of pharmaceuticals and 35 items of toner, which are 97 items in total.
2. Future Corporate Development Strategies

EVERLIGHT CHEMICAL INDUSTRIAL CORP.'s vision is to "become the high-

tech chemistry industrial group contributing to people's lives". To enhance the life quality

and health of people, we have been striving on the research and development of forward-

looking chemicals and produce high-tech products to enable outstanding chemicals to

bring happy lives to people, and contribute to the life quality of our employees, product

competitiveness, and sustainable future, to fully fulfill our brand commitment of "Better

Chemistry Better Life."

Chairman: Chen, Chien-Hsin

General manager: Chen, Wei-Wang

Accounting officer: Wong, Guo-Bin

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Reports

2. The Company's 2023 Audit Committee's Review Report

Audit Committee's Review Report, Everlight Chemical Industrial Corporation

The Board of Directors has prepared the Company's 2023 Business Report, Financial Statements, and proposal for distribution of earnings, The CPAs, Huang Ming-Hung and Tang Chia-Chien, of KPMG Taiwan were retained to audit the Company's Financial Statements and have issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to relevant requirements of the Securities and Exchange Act and the Company Act, we hereby submit this report.

Yours sincerely

To

The Company's 2024 General Shareholders Meeting

Convener of Audit Committee, Wu, Chung-Fern

Committee, Yang, Way-Wen

Committee, Chang, Yuan-Jan

March 14, 2024

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Reports

3. The Company's 2023 Earnings Distribution of cash dividends Report

1. According to Article 28 and Article 29 of the Articles of Incorporation, resolution of the company's board of directors on March 14, 2024, 10% of the earnings or NT$11,085,844 shall be appropriated as legal reserve, followed by the appropriate of cash dividend to shareholders amounting to NT$82,162,834 (at 1.5% dividend rate). Accordingly, each shareholder shall be entitled to cash dividend of NT$150 for each lot of shareholding. Cash dividend released to the shareholders will be rounded to the nearest dollar and the fraction of a dollar will not be counted. As such, the exact amount of cash dividend will be based on the actual amount paid. In the event of change in the quantity of outstanding shares issued by the Company with consequential change in the dividend rate to shareholders, the Chairman of the Board will be authorized to handle related matters.
2. The proposal for the distribution of earnings in 2023 will be based on the earnings of the year.

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