Board press release

The important resolutions made by the 13th meeting of the 11th board of directors of the Company (March 19, 2004) ：

1. Approving the date, venue, and the reporting and discussing matters of the 2004 Annual General Meeting of Shareholders
(1) Date of the Annual General Meeting of Shareholders (AGM): 2004/06/17
(2)Venue: The Auditorium in CSC 　　　(1 Chung Kang Road, Hsiao Kang District, Kaohsiung ,Taiwan, R.O.C)
(3) Subjects for convening the AGM :
To report
a. Report on the operations of 2003.
b. Report on supervisor's review of the finalized financial statements of 2003.
c. To report the status of guarantee provided by CSC as of the end of 2003

To discuss and acknowledge

　　　a. To acknowledge 2003 Business Report and Financial Statements
b.To acknowledge the proposal for earnings appropriation of 2003
c.To discuss the issuance of new shares through the conversion of earnings to increased capital
d.To discuss Amendments to the Articles of Incorporation
e.To discuss Amendments to the Rules Governing the Conduct of Shareholders Meeting
f.To discuss Amendments to the Company's Rules for the Election of Directors and Supervisors.
g.To discuss Amendments to the Procedures for acquisition or Disposal of Assets
h.To elect the Company's directors and supervisors.
(4) Period of suspension of shares registration: 2004/04/19~2004/06/17
2.Approving the proposal of the earnings appropriation of 2003

Type and monetary amount of dividend appropriation:

(1) Preferred Stock
Cash dividends: NT$ 3 per share Stock dividends: NT$ 0.35 per share Total: NT$ 160,002,700
(2) Common Stock
Cash dividends: NT$ 3 per share Stock dividends: NT$ 0.35 per share Total: NT$ 31,665,164,006

Matters that need to be specified:

(1) Bonus to Employees：NT$985,262,660；Compensation to Directors & Supervisors: NT$98,526,260.
(2)Number of shares as bonus to employees: 98,526,266，equivalent 22.9% to the issuance of new shares through the conversion of earnings to increased capital
(3)Recalculated Earnings Per Share after appropriating the bonus to employees and compensation to directors & supervisors: NT$ 3.70.

3.Approving the proposal of the issuance of new shares through the conversion of earnings to increased capital

(1)Source of capital increase funds: profits of year 2003
(2)Number of shares issued: 431,028,007 shares (including bonus to employees)
(3)Par value per share: NT$10
(4)Total monetary amount of the issue: NT$4,310,280,070
(5)Number of shares appropriated to employees: 98,526,266 shares
(6)Ratio of shares appropriated as stock dividends to existing shareholders: stock dividend of 35 shares for each 1,000 shares
(7) Rights and obligations of the newly issued shares: the same as existing shares
(8) Utilization of the funds from the capital increase: Increase in working capital

4.Approving the financial statements for the year 2003

For the year 2003,revenues, net income and EPS were NT$129,702,797 thousand, NT$36,979,214 thousand and NT$3.94, respectively.

The important resolutions made by the 12th meeting of the 11th board of directors of the Company (Dec 19, 2003) ：

The board of directors has approved to invest in preferred shares of TaiGen Biotechnology Corporation .The investment period is 6 years, and its annual dividend rate is 8% based on par value. Total transaction price is up to NT$300,000,000 for total units 20,000,000 and per unit price NT$15.0.
The board of directors has approved the Company's financial forecast for year 2004
Balance Sheet: (in thousands of NT$)

current assets 58,038,053
long–term investments 42,865,168
fixed assets (net) 105,674,237
other assets 3,954,156

Assets 210,531,614
current liabilities 24,620,733
long-term liabilities 12,183,000
other liabilities 9,067,096

Liabilities 45,870,829
capital stock 98,828,127
capital surplus 865,806
retained earnings 66,685,404
unrealized valuation
losses on long–term
equity investment -525,595
cumulative translation
adjustments 94,416
net loss not recognized
as pension cost -15,647
treasury stock -1,271,726
Stockholders' equity 164,660,785

--------------------------------------------------------------

Income Statement : ( in thousands of NT$, except per share amounts)

revenues 128,871,529
costs of revenues 84,855,263
gross profit 44,016,266
operating expenses 5,180,313
operating income 38,835,953
non-operating income 4,835,525
non-operating expenses 1,646,478
income before income tax 42,025,000
income tax 9,147,437
net income 32,877,563
earnings per share 3.37

The important resolutions made by the 11th meeting of the 11th board of directors of the Company ( Aug 27, 2003) ：

1.The board of directors has approved the participation by China Steel Corporation in a global offering whereby the Ministry of Economic Affairs of Republic of China, a shareholder of the Company, shall sell depositary receipts representing certain of the common shares of the Company held by it.
(1)The MOEA intends to sell, pursuant to the “Measures on the Offering of DRs Representing Common Stock” of the Company, DRs representing up to 1,203,197,000 shares of Common Stock held by it in the Offering. The actual number of DRs to be sold in the Offering shall be set forth in the DR purchase agreement and the DR depositary agreement to be entered into in connection with the Offering.

(2)The Company proposes that the Board authorizes the Chairman or any person designated by the Chairman to make any amendment to the actual plan, terms and condition, and other relevant details of the Offering that such person may deem necessary in accordance with the instructions of the regulatory body or in view of then current market conditions.

(3)The Company proposes that the Board authorizes the Chairman or any person designated by the Chairman to negotiate, approve and execute, on behalf of the Company, all agreements and documents and to deal with all necessary matters relating to the Company's participation in the Offering.

(4)It is contemplated that all expenses incurred in and resulted from the Company's participation in the Offering (including but not limited to fees and charges incurred by underwriters, legal advisors, accountants and financial advisors and any other relevant expenses) will be borne by the MOEA.

2.The board of directors has approved the financial statements for six months ended June 30, 2003.
Revenue: NT$ 62,541,406,000
Net income after tax: NT$ 18,210,852,000
EPS after tax: 1.98

The important resolutions made by the 10th meeting of the 11th board of directors of the Company (June 18, 2003) ：

1.Approving the agenda to participate East Asia United Steel Corporation Investment Project
CSC, Sumitomo Metal Industries (SMI) and Sumitomo Corporation (SC) will establish a joint venture company named East Asia United Steel Corporation (EAU) in Japan. CSC will invest 10 billion JPY in total and hold 33% of EAU Steel's shares.
2. Approving the revamping and modification of No.4 & 5 slab continuous casters of steel making plant and total investment is estimated to be NT$2,101,910,000

3. Approving the secondary ladle furnace installation at BOF plant I
And total investment is estimated to be NT$604,143,000

4. Approving the revamping project of existing cold-heading steel wire plant and total investment is estimated to be NT$267,960,000

5. Approving the Conversion Sale Program for CSC common shareholders to sell shares via GDR

The important resolutions made by the 9th meeting of the 11th board of directors of the Company (March 20, 2003) ：

1.Approving the date, location, and the reporting and discussing matters of the 2003 General Shareholders' Meeting
(1)Date for convening the shareholders' meeting: 2003/06/18
(2)Location for convening the shareholders' meeting: The Auditorium in CSC
(3) Chung Kang Road, Hsiao Kang District, Kaohsiung ,Taiwan,R.O.C)
(4)Cause or subjects for convening the meeting:
To report:
*To report the status of guarantee provided by CSC as of the end of 2002
To discuss and approve:
*To approve 2002 Business Report and Financial Statements
*To approve the proposal for distribution of 2002 profits
*To approve the capitalization of 2002 dividends sharing
*To approve the revisions to the Articles of Incorporation
*To approve the revisions to the Procedures for acquisition or Disposal of Assets
*To approve the revisions to the Procedures for Endorsement and Guarantee
*To remove the prohibition against the holdings of positions in similar companies by directors of the Company.
(5)Starting and ending dates of suspension of share transfer: 2003/04/20~2003/06/18
2.Approving the investment in convertible preferred shares of Taiwan High
Speed Rail Corp.
The Company will invest NT$1,000 million to acquire convertible preferred shares of Taiwan High Speed Rail Corp.

3. Approving the proposal of the distribution of 2002 profits
(1)Type and monetary amount of dividend distribution:
* Preferred Stock
Cash dividends: NT$ 1.4 per share
Stock dividends: NT$ 0.15 per share
Total: NT$ 74,031,100
* Common Stock
Cash dividends: NT$ 1.4 per share
Stock dividends: NT$ 0.15 per share
Total: NT$14,365,342,546.1
(2)Any other matters that need to be specified:
*Employee's Profit Sharing：NT$445,889,560；Compensation to Directors &
Supervisors: NT$44,588,950.
*Number of shares for employee profit sharing:44,588,956，equivalent 24.19% to total capital increase from 2002 profit.
* Recalculated Earnings Per Share after distributions of employee profit
sharing and compensation to Directors & Supervisors:NT$1.80.

4. Approving the proposal of new shares for capital increase
(1) Source of capital increase funds: profit of year 2002
(2) Number of shares issued:
184,324,830 shares (including employee profit sharing)
(3) Par value per share: NT$10
(4) Total monetary amount of the issue: NT$1,843,248,300
(5) Number of shares allotted to employees: 44,588,956 shares
(6) Ratio of shares allotted as stock dividends to existing shareholders:
stock dividend of 15 shares for each 1,000 shares
(7) Rights and obligations of the newly issued shares: same as existing shares
(8) Utilization of the funds from the capital increase: Increase in working capital

5. Approving the Equipment Revamping project for 1st and 2nd Sinter Plant
(1) Content of the investment plan: Steel structure extension Electric and machine equipment revamping, Sinter machine in store intensified shifting feeder and Sinter pallet expansion.
(2) Period of project: 37 months.
(3) Total investment：excepted to be NT$803,840,000
(4) Anticipated date of execution of the investment: 2003/04/01~2006/04/30
(5) Source of funds: 27.5% from long-term debts, others from CSC's own capital
(6) Concrete purpose/objective:
a. Recover origin function
b. Improve permeability
c. In large suction area

6. Approving the Cold-Rolled Coil H2 Annealing Furnace Revamping Project
(1) Period of project: 23 months.
(2) Total investment is excepted to be NT$424,140,000
(3) Anticipated date of execution of the investment: 2003/04~2005/02
(4) Source of funds: 27.5% from long-term debts, others from CSC's own capital
(5) Concrete purpose/objective:
a. Quality improvement
b. Increase production
c. Equipment revamping

7. Approving the financial statements for the year 2002
For the year 2002,revenues, net income and EPS were NT$99,939,846,000,NT$16,839,080,000 and NT$1.86, respectively.

8. Approving the Equipment Revamping Project for 2nd Blast Furnace
(1) This revamping project will rebuild the shell of blast furnace with cooling stave, top charging system, gas cleaning system, electrical, instrument and process computer equipment, and repair cast house, stock house and hot stove etc.
(2) Period of project: three years and two month.
(3) Total investment: excepted to be NT$3,030,160,000
(4) Anticipated date of execution of the investment: 2003/04/01~2006/06/30
(5) Source of funds: 27.5% from long-term debts, others from CSC's own capital
(6) Concrete purpose/objective: This revamping project will renew and improve the function of original equipment, adopt new technology of equipment and modify the facility of preventable pollution to increase the quality of environment.

本公司董事長變動
原董事長郭炎土先生退休，法人董事經濟部改派法人代表林文淵先生，並當選為新任董事長。

Important resolutions made by the 8th meeting of the 11th board of directors of the Company(December 17, 2002). ：

1. Approving the forecasted financial statements for year 2003 as follows:
BALANCE SHEETS
(In thousands of New Taiwan Dollars)
ASSETS
Current Assets 59,327,329
Long-term Investments 42,003,594
Fixed Assets 103,835,931
Other Assets 4,673,791
Total Assets 209,840,645
LIABILITIES
Current Liabilities 27,742,896
Bonds Payable 20,000,000
Long-term Debts 294,260
Reserve for Land Value Increment Tax 3,370,813
Other Liabilities 5,460,962
Total Liabilities 56,868,931
Shareholders'Equity 152,971,714
Total Liabilities and Shareholders'Equity 209,840,645

INCOME STATEMENT
(In Thousand New Taiwan Dollars,Except Earnings Per Share)
Revenues 113,365,588
Cost of Revenues 73,000,152
Gross Profit 40,365,436
Operating Expenses 4,832,049
Income from Operations 35,533,387
Non-operating Income 3,290,927
Non-operating Expenses 2,284,314
Income before Income Tax 36,540,000
Income Tax Expense 7,364,000
Net Income 29,176,000
Earnings per share(after tax) 3.10

2. The board of directors approves "New Coke Dry Quenching Plant for Phase 4 Coke Oven Plant Project"(1)One complete facilites of coke dry quenching for phase 4 coke oven plant(2)The improvement of existing dedusting facilities for phase 4 coke conveying system.Total investment is excepted to be NT$1,837,279,000.
3. The board of directors approves the planning to implement a integrate sizing press in NO.1 Hot Strip Mill in CSC.Total investment is excepted to be NT$1,080,590,000

The important resolutions made by the 7th meeting of the 11th board of directors of the Company (August 28, 2002)：

1.Approving the re-updated forecasted financial statements for year 2002 as follows:

2.Approving the financial statements for the first half of year 2002, ended June 2002. The operating income is NT$46,258 million, the income after tax is NT$4,083 million, and the earning's per share is NT$0.46.

BALANCE SHEETS(In thousands of New Taiwan Dollars)

STATEMENTS OF INCOME

(In thousands of New Taiwan Dollars, except earnings per common share.)

3.Approving the Project to renovate the reheating oven of Bar Mill Ⅰto the amount of NT$ 571,117,000.

4.Approving the agenda to purchase all the land and buildings of HIMAG Magnetic Corporation to the amount not over NT$ 203,000,000.

中鋼公司於91年6月20日下午假高雄總公司召開第11屆第6次董事會，通過主要議案如下：

一、合資成立軌道車輛公司案
軌道車輛產業近年來因高鐵、捷運、台鐵捷運化的興起，浮現龐大商機，國內軌道車輛工業發展漸趨成熟。唐榮公司軌道車輛事業部是國內唯一軌道車輛製造工廠，唐榮公司因配合政府政策推動民營化，將該事業部分割，並邀請中鋼公司及日本車輛公司參與投資，成立軌道車輛公司，新公司預定於今（91）年9月成立，廠址位於新竹縣新豐鄉該事業部原址，初期投資額為新台幣6億元，將可獲得日本車輛公司移轉軌道車輛動力轉向架核心技術，中鋼公司配合投資新台幣1億6千萬元，可提升中鋼集團在軌道車輛工業之技術水準及利基，併創造集團整體之綜效利益。

二、投資華聯生物晶片公司案
工研院於86年7月開始規劃生物晶片計畫，開發生物晶片技術平台，目前已獲致相當豐碩之成果。該院將於今年7月將其分割成立華聯生物晶片公司，預計登記資本額為新台幣5億元。公司成立後，可取得工研院開發之「微陣列晶片」量產有關之專利技術專屬授權，且未來工研院發展相關技術之授權，亦將以華聯為優先洽談對象。華聯是以發展自動化、微小化之生物分子檢驗裝置與試劑，並以研究發展及醫療檢驗為目標市場。中鋼投資新台幣1億元，佔有股權20％。

三、第一熱軋鋼帶工場盤捲區設備更新計畫案
本計畫投資目的在於盤捲區設備之更新，提高盤捲精度控制與品質，且完成後，一般碳鋼之盤捲能力可提昇至25.4mm， API鋼種提升至20 mm。API可生產等高強度超厚板，並可發展雙相鋼等新一代之汽車用鋼。本計畫預計總投資金額為新臺幣17億9仟3佰萬元，計畫期間自民國91年7月至民國94年2月完成，總工期約2年8個月。

四、參與展茂光電公司現金增資案
展茂光電公司為中鋼公司轉投資公司之一，為增設第四代(680mm*880mm*920mm)彩色濾光片生產線及第五代(1,100mm*1,250mm以上)彩色濾光片實驗線各一條之資金，現金增資15億5千萬元，發行1億5千5百萬股，採溢價發行，每股17元，中鋼公司認購3,950千股，計新台幣67,150千元。展茂光電公司是彩色濾光片專業製造廠，目前月產能8萬片，居國內第二大廠，僅次於奇美電子，擬增設之第四代產線，月產能12萬片，預計92年第2季量產，屆時將成為國內第一大廠。

五、91年度更新財務預測案
中鋼公司91年度之營運，因國際鋼鐵市場景氣回升，鋼品價格較原預期全面上漲，致本（91）年前5月之累計稅前盈餘為34.3億元，已經達成全年稅前盈餘目標（45億元）之76％；且本（5）月22日第3季內銷鋼品廠盤，鋼品價格持續上升，以致原公告財務預測不適用，擬依據「公開發行公司財務預測資訊公開體系實施要點」規定更新財務預測。中鋼公司經參酌第3季內銷廠盤價與本年度前5個月之實際情況等各項因素後，重新推估91年度之營業狀況，其更新前、後之預計收支比較表如下：

Approving the date, location, and the reporting and discussing matters of the 2003 General Shareholders' Meeting

(1) Date for convening the shareholders' meeting: 2003/06/18
(2) Location for convening the shareholders' meeting: The Auditorium in CSC
(3) Chung Kang Road, Hsiao Kang District, Kaohsiung ,Taiwan,R.O.C)
(4) Cause or subjects for convening the meeting:

To report:
*To report the status of guarantee provided by CSC as of the end of 2002
To discuss and approve:
*To approve 2002 Business Report and Financial Statements
*To approve the proposal for distribution of 2002 profits
*To approve the capitalization of 2002 dividends sharing
*To approve the revisions to the Articles of Incorporation
*To approve the revisions to the Procedures for acquisition or Disposal of Assets
*To approve the revisions to the Procedures for Endorsement and Guarantee
*To remove the prohibition against the holdings of positions in similar companies by directors of the Company.

(5)Starting and ending dates of suspension of share transfer: 2003/04/20~2003/06/18
Approving the investment in convertible preferred shares of Taiwan High
Speed Rail Corp.
The Company will invest NT$1,000 million to acquire convertible preferred shares of Taiwan High Speed Rail Corp.

Approving the proposal of the distribution of 2002 profits
(1) Type and monetary amount of dividend distribution:

* Preferred Stock
Cash dividends: NT$ 1.4 per share
Stock dividends: NT$ 0.15 per share
Total: NT$ 74,031,100
* Common Stock
Cash dividends: NT$ 1.4 per share
Stock dividends: NT$ 0.15 per share
Total: NT$14,365,342,546.1

(2) Any other matters that need to be specified:

*Employee's Profit Sharing：NT$445,889,560；
Compensation to Directors & Supervisors: NT$44,588,950.
*Number of shares for employee profit sharing:44,588,956，
equivalent 24.19% to total capital increase from 2002 profit.
* Recalculated Earnings Per Share after distributions of employee profit
sharing and compensation to Directors & Supervisors:NT$1.80.
Approving the proposal of new shares for capital increase
(1) Source of capital increase funds: profit of year 2002
(2) Number of shares issued:
184,324,830 shares (including employee profit sharing)
(3) Par value per share: NT$10
(4) Total monetary amount of the issue: NT$1,843,248,300
(5) Number of shares allotted to employees: 44,588,956 shares
(6) Ratio of shares allotted as stock dividends to existing shareholders:
stock dividend of 15 shares for each 1,000 shares
(7) Rights and obligations of the newly issued shares: same as existing shares
(8) Utilization of the funds from the capital increase: Increase in working capital
Approving the Equipment Revamping project for 1st and 2nd Sinter Plant
(1) Content of the investment plan: Steel structure extension Electric and machine equipment revamping, Sinter machine in store intensified shifting feeder and Sinter pallet expansion.
(2) Period of project: 37 months.
(3) Total investment：excepted to be NT$803,840,000
(4) Anticipated date of execution of the investment: 2003/04/01~2006/04/30
(5) Source of funds: 27.5% from long-term debts, others from CSC's own capital
(6) Concrete purpose/objective:
a. Recover origin function
b. Improve permeability
c. In large suction area
Approving the Cold-Rolled Coil H2 Annealing Furnace Revamping Project
(1) Period of project: 23 months.
(2) Total investment is excepted to be NT$424,140,000
(3) Anticipated date of execution of the investment: 2003/04~2005/02
(4) Source of funds: 27.5% from long-term debts, others from CSC's own capital
(5) Concrete purpose/objective:
a. Quality improvement
b. Increase production
c. Equipment revamping
Approving the financial statements for the year 2002
For the year 2002,revenues, net income and EPS were NT$99,939,846,000,NT$16,839,080,000 and NT$1.86, respectively.

Approving the Equipment Revamping Project for 2nd Blast Furnace
(1) This revamping project will rebuild the shell of blast furnace with cooling stave, top charging system, gas cleaning system, electrical, instrument and process computer equipment, and repair cast house, stock house and hot stove etc.
(2) Period of project: three years and two month.
(3) Total investment: excepted to be NT$3,030,160,000
(4) Anticipated date of execution of the investment: 2003/04/01~2006/06/30
(5) Source of funds: 27.5% from long-term debts, others from CSC's own capital
(6) Concrete purpose/objective: This revamping project will renew and improve the function of original equipment, adopt new technology of equipment and modify the facility of preventable pollution to increase the quality of environment.