CTCI : Meeting Handbook of 2024 Annual General Meeting of Shareholders

CTCI 2024 Annual General Shareholders' Meeting

TABLE OF CONTENTS

A. Meeting Procedure	2
B. Meeting Agenda
1.	Report Items	3
2.	Ratification Items	4
3.	Special Motions	4
4.	Meeting Adjourned	4
C. Attachments
1.	Business Report of 2023	5
2.	2023 Consolidated Financial Statements and Report of Independent	21
	Accountants
3.	2023 Parent Company only Financial Statements and Report of	35
	Independent Accountants
4.	2023 Earnings Distribution Table	47
5.	Audit Committee's Review Report	48
6.	The Directors' and Employees' Remuneration of 2023	49
7.	2023 Distribution of cash dividends from profits	50
8.	The Balance of the Company's Guarantees and Endorsements	51
D. Appendices
1.	Articles of Incorporation	52
2.	Rules Governing Procedure for Shareholders' Meetings	66
3.	Shareholdings of All Directors	70
4.	Others	71

- 1 -

CTCI 2024 Annual General Shareholders' Meeting

CTCI CORPORATION

Procedure of 2024 Annual General

Shareholders' Meeting

1. Call Meeting to Order
   (Report of Number of Shares Represented by Attendees)
2. Chairman's Address
3. Report Items
4. Ratification Items
5. Special Motions
6. Meeting Adjourned

- 2 -

CTCI 2024 Annual General Shareholders' Meeting

CTCI Corporation

Agenda of 2024 Annual General Shareholders' Meeting

(Translation)

Time and Date of Meeting: 9:00 a.m., Monday, May 27, 2024

Place of Meeting: No. 127, Sec.7, Zhongshan N. Rd., Taipei, International Conference Hall, Mellow Fields Hotel

Meeting Type: Hybrid meeting

Video Conferencing Platform: "Shareholder e-service - eMeeting Platform"

of the Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw).

1.Report Items

1. Business Report of 2023. (Please refer to page 5 to 20)
2. Audit Committee's Review Report of 2023. (Please refer to page 48)
3. The Directors' and Employees' Remuneration of 2023. (Please refer to page 49)
4. Distribution of cash dividends from profits in 2023. (Please refer to page 50)
5. As at 2023/12/31, the aggregate amount of guarantees provided by the Company was TWD 77,492.477 million and the highest amount for a single enterprise was TWD 21,731.402 million which are all under its respective ceiling. (Please refer to page 51)

- 3 -

CTCI 2024 Annual General Shareholders' Meeting

1. Ratification Items

1. To ratify 2023 Business Report and Financial Statements. (Proposed by the Board of Directors)
   Explanatory Notes:
   The Company's 2023 Financial Statements (including 2023 consolidated financial statements and 2023 parent company only financial statements) were audited and certified by Mr. Liao, Fu-Ming and Mr. Weng, Shih-Jung, the CPA of PricewaterhouseCoopers.
   The above-mentioned documents subsequently examined by Audit Committee pursuant to Article 228 of the Company Act. The Business Report and Financial Statements are hereby submitted for ratification. (Please refer to page 5 to 46)
   Resolved:
2. To ratify the Company's distribution of 2023 earnings. (Proposed by the Board of Directors)
   Explanatory Notes:
   The Table for 2023 Earnings Distribution is compiled as follows in accordance with the Company Act and Articles of Incorporation (Please refer to page 47) and has been approved by the Audit Committee and Board of Directors of the Company.
   Resolved:

1. Special Motion(s)
2. Meeting Adjourned

- 4 -

CTCI 2024 Annual General Shareholders' Meeting

Attachment 1

CTCI CORPORATION

Business Report of 2023

For the year ended December 31, 2023.

1. Business overview:
   Sales revenue for the year ended December 31, 2023 was TWD 45,910.717 million, and the consolidated sales revenue was TWD 103,527.201 million. The net income after tax was TWD 1,891.316 million.

A)	Sales Revenue and profit	(Unit: TWD thousands)
	Consolidated sales revenue for the year ended 2023	103,527,201
	Consolidated sales revenue for the year ended 2022	95,100,568
	Increased from 2023 to 2022	8,426,633
	Growth rate	8.86%
	Sales revenue for the year ended 2023	45,910,717
	Sales revenue for the year ended 2022	31,714,598
	Increased from 2023 to 2022	14,196,119
	Growth rate	44.76%
	Net profit after tax for the year ended 2023	1,891,316
	Net profit after tax for the year ended 2022	2,379,298
	Decreased from 2023 to 2022	(487,982)
	Declining rate	(20.51%)
B)	Breakdown of sales revenue	(Unit: TWD thousands)
	Power	21,832,989
	Hydrocarbon and petrochemical	9,890,217
	Advanced Technology Facilities	4,492,771
	LNG Receiving Terminals	4,325,293
	Environmental	2,123,135
	Industrial	1,985,358
	Transportation	1,147,251
	Other Revenue	113,703
	Total	45,910,717
	- 5 -

CTCI 2024 Annual General Shareholders' Meeting

1. Performance review
2. 1. New contracts
      The total contract value (including those with Letter of Intent) awarded to CTCI group amounted to TWD 111,853.112 million.

B)	Contracts classified by Services		(Unit: TWD thousands)
	Construction	60,039,976	53.68%
	Procurement	34,310,998	30.68%
	Engineering Design	4,202,994	3.76%
	Project Management	5,146,114	4.60%
	Others	8,153,030	7.28%
	Total	111,853,112	100.00%
C)	Contracts classified by Business Lines		(Unit: TWD thousands)
	Engineering Business	99,397,101	88.86%
	Intelligent Solutions Business	5,845,766	5.23%
	Resource Cycling Business	6,577,401	5.88%
	Others	32,844	0.03%
	Total	111,853,112	100.00%

1. The execution of income, expenses and budgets:
   The Company does not publicize its financial forecasts for the year ended 2023; therefore, it is not obliged to disclose its budget execution.
2. Primary businesses
   Awarded Project List for Year 2023
3. 1. CPC Talin Tank Farm VOC & Utility (PKG IV-1) Project
   2. CPC Talin Plant H2 Project
   3. FPC Isohexene (C6) Project, USA
   4. CGPC Toufen PVC Plant Revamping Project
   5. FPCC OL2 APC System
   6. CHIMEI All Plant Management AI System
   7. STSP Solid Waste Treatment Center Expansion Project
   8. • 6 -

CTCI 2024 Annual General Shareholders' Meeting

1. Chiayi City Green Energy Sustainable Circulation Center Construction and Operation Transfer Project
2. South Taoyuan Solid Waste Treatment O&M Plant
3. Merck SAFC Kaohsiung Advanced Material Project
4. China Zhangzhou CHIMEI 180 KTA Project
5. China Guangdong BASF Integrated Project
6. Micron Project
7. Vietnam Foxconn factory new construction Project
8. India Foxconn MEP Expansion and Remapping work Project
9. India Foxconn MEP Project
10. Data Center Project
11. Malaysia EMC Penang CCL Plant Project
12. Solar Investment over 160MW and O&M over 480MW

III. Our Business Prospects for 2024

In 2023, global manufacturing activities slowed down due to several factors, including worldwide inflation and the weak performance of the Chinese economy after the pandemic, leading to weak demand for end products. Looking ahead to 2024, the market expects inflation to continue dropping while remaining optimistic about interest rate cuts. Various industries are expected to gradually rebound, with the hope of quickly overcoming challenges and rebuilding market dynamism. For the CTCI Group, in addition to our efforts in Taiwan markets, we aim to revive dynamic momentum for expansion in overseas markets.

• Engineering Business

1. Taiwan

CTCI Group has always focused on areas such as large-scale engineering projects, public policies, and Forward-looking Infrastructure Development Program. Our primary business opportunities lie in LNG terminals, carbon capture and storage (CCS), gas-fired power plants, energy storage systems, water resources (wastewater treatment, recycled water, and desalination), waste management, and rail transit, including metro and light rail construction.

With the rising global awareness of ESG (Environmental, Social, and Governance) factors, the need for clean energy brought along business opportunities in LNG terminals (e.g., Taichung LNG terminal storage tanks and gasification facilities, and Mailiao LNG terminal) and gas-fired

• 7 -

CTCI 2024 Annual General Shareholders' Meeting

power plants, which CTCI Group has striven to pursue. Additionally, in line with Taiwan's long- term power development plans, policies to enhance reserve capacity, and energy transition policies, gas-fired power plants are gradually replacing traditional coal and oil-fired power plants. In the future, Taiwan Power Company (Taipower) will roll out several gas-fired power plant renovation/new construction projects and hydrogen decarbonization projects. Furthermore, by opening up the power plant market to private sectors, the domestic power supply capacity will be expanded. According to Kaohsiung City Government policies, Kaohsiung Port Intercontinental Container Terminal Phase II Dalin Oil Storage and Transportation Center has continued to release large-scale investment projects to the private sectors. CTCI Group has successfully obtained several storage tanks and public system package projects and will actively seek subsequent new projects. Following the global net-zero trend, companies like CPC Corporation, Taiwan, China Steel Corporation, and Taipower are actively advancing carbon capture and storage projects. Taipower is also keen on developing renewable energy, including offshore wind power, geothermal energy, energy storage, and other emerging opportunities. CTCI Group will closely monitor these developments, formulate business strategies, and reserve relevant technologies and resources to actively pursue suitable business opportunities.

In terms of the Forward-looking Infrastructure Development Program, the government is actively promoting projects to improve water resources, develop recycled water, and implement desalination in response to the uneven distribution of rainfall in Taiwan caused by climate change, which has led to water scarcity for both livelihoods and industries. In 2024, CTCI Group plans to actively pursue the turnkey project along with operation of the Hsinchu and Tainan seawater desalination plant sponsored by the Water Resources Agency. Additionally, the Water Resources Agency has conducted feasibility assessments and preliminary planning for seawater desalination plants in Taichung, Chiayi, and Kaohsiung, and the execution for further turnkey and operation of seawater desalination plants is sure to become major business objectives. Regarding water reclamation, with the expansion of science parks and increasing industrial water demand, the government aims to enhance drought resistance during dry seasons. In February 2024, partial amendments to the Recycled Water Resources Development Act were officially implemented. These amendments require development units with daily planned water usage of over 20,000 metric tons to utilize at least 50% reclaimed water for industrial purposes. This mandate creates potential business opportunities for the construction of water reclamation plants. Furthermore, in response to the government's diverse waste treatment plans and increasingly stringent environmental regulations, which include total emission control measures aimed at reducing the emission of primary Fine Particulate Matter 2.5 (PM2.5), secondary PM2.5, along with its precursors, there will be ongoing opportunities for the construction or renovation of municipal and industrial

- 8 -

CTCI 2024 Annual General Shareholders' Meeting

energy-from-waste plants. Moreover, several projects related to the Forward-looking Infrastructure Development Program have entered the comprehensive planning review stage and are set to enter the bidding process upon approval. This trend contributes to the growth of opportunities for the CTCI Group in the infrastructure sector.

In the high-tech sector, apart from extending a lively discussion on contracts regarding plant construction with existing domestic and international clients in industries such as semiconductors, memory, data centers, and battery, CTCI is also integrating internal resources within the group to continuously explore new areas, such as the biotechnology industry, automated warehousing, plant renovations, and secondary equipment matching. After experiencing a slowdown in the semiconductor and memory industry due to the digestion of chip inventory in the year 2023, market forecasts predict that global inventory will return to normal levels in 2024. Both front-end wafer manufacturing plants and back-end packaging and testing plants are expected to experience double-digit rebound growth. During this wave of growth in the semiconductor industry, CTCI is able to identify a growing demand for third- generation semiconductors, such as silicon carbide and gallium nitride, as well as advanced packaging processes, targeting relevant opportunities for plant construction. With a growing global demand for high-speed computing, Taiwan's stable infrastructure, strategic geographical location, and emphasis on cybersecurity continue to attract international data center operators and hosting service providers to explore investment opportunities. Drawing upon its successful project experiences both domestically and internationally with leading data center operators, CTCI has become the preferred choice for international data center operators looking to invest in Taiwan for the first time. CTCI aims to provide end-to-end services from the initial stages of the project, seizing business opportunities with full command.

2. China

According to the Long-Range Objectives Through the Year 2035 of the People's Republic of China and the 14th Five-Year Plan for Economic and Social Development (the 14th Five-Year Plan), the petrochemical industry will mainly focus on developing towards a high-end, green, and differentiated aspect. As for the oil refining industry, China is promoting "refining- petrochemical integration," shifting from producing relatively low-priced refined oil products to oils and petrochemical raw materials with higher value. China's goal is to achieve a refining- integration rate of 20% by 2025. Policies will be specifically made in order to support the integration of refining-petrochemical and scale development. According to the Development Guidelines for the Chemical New Materials Industry during the 14th Five-Year Plan, China aims to break free from technology bottlenecks and will focus on the research and development of

- 9 -