Bafang - AGM Information 2024 | FinancialReports.eu

Stock code: 2753

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BAFANG YUNJI INTERNATIONAL CO., LTD.

2024 General Shareholders’ Meeting Handbook (Translation)

Method of convening the meeting: Physical shareholders’ meeting Date: June 13, 2024 (Thursday) 9:00 a.m.

Location: 20th Floor, No. 27, Section 2, Zhongzheng East Road, Tamsui District, New Taipei City (Chang Chuan Business Management Training Center)

Handbook

1.	Meeting Procedure	Meeting Procedure	1
2.	Meeting Agenda		2
	I.	Report Items	3
	II.	Proposals	5
	III.	Extemporary Motions	7
	IV.	Adjournment	7
3.	Attachments
	I.	2023 Business Report	8
	II.	Audit Committee’s Review Report	10
	III.	Independent Auditors’ Report and 2023 Financial	11
		Statements
4.	Appendix
	I.	Articles of Incorporation	33
	II.	Rules of Procedure for Shareholders’ Meetings	39
	III.	Shareholding of All Directors	48

Bafang Yunji International Co., Ltd.

Procedure for the 2024 general shareholders’ meeting

Report on the number of shares of shareholders present
Chair calls the meeting to order
Chairperson remarks
Report Items
Proposals
Extemporary Motions
Adjournment

Bafang Yunji International Co., Ltd.

Agenda for the 2024 general shareholders’ meeting

Method of convening the meeting: Physical shareholders’ meeting Date: June 13, 2024 (Thursday) 9:00 a.m.

Location: 20th Floor, No. 27, Section 2, Zhongzheng East Road, Tamsui District,

New Taipei City (Chang Chuan Business Management Training Center)

Report on the number of shares of shareholders present
Chair calls the meeting to order
Chairperson remarks
Report Items
(1) Report on 2023 business report
(2) Report on Audit Committee’s review on the 2023 financial statements
(3) Report on the distribution of profit sharing remuneration for employees and directors for 2023
(4) Report on the distribution of cash dividends for 2023
Proposals
(1) To approve 2023 business report and financial statements
(2) Adoption of the proposal for distribution of 2023 earnings
Extemporary Motions
Adjournment

Report Items

[Item 1] Proposed by the Board

Subject: Report on 2023 business report

Descriptions: Please refer to Attachment I (page 8~9) of the Handbook for the 2023 business report.

[Item 2] Proposed by the Board

Subject: Report on Audit Committee’s review on the 2023 financial statements Descriptions: Please refer to Attachment II (page 10) of the Handbook for the 2023 Audit Committee’s review report.

[Item 3] Proposed by the Board

Subject: Report on the distribution of profit sharing remuneration for employees and directors for 2023.

Descriptions:

In accordance with the Company's Articles of Incorporation, the Company should appropriate no less than 1% of the Company’s profits of the year, if any, as profit sharing remuneration for employees and no more than 1% as profit sharing remuneration for directors.
The Company intends to distribute $10,000,000 for employees' profit sharing remuneration and $5,000,000 for directors' remuneration, all of which will be paid in cash.
There is no difference between the amount resolved by the Board of Directors and the expense recognized in the accounting book in 2023.

[Item 4] Proposed by the Board

Subject: Report on the distribution of cash dividends for 2023 Descriptions:

On August 10, 2023, the Board of Directors approved a special resolution to distribute cash dividends of NT$1.99548836 per share for the first half of 2023, totaling NT$132,689,592, which

was paid on January 19, 2024.

On March 11, 2024, the Board of Directors approved a special resolution to distribute cash dividends of NT$5.00451164 per share for the second half of 2023, totaling NT$332,773,981, with the record date, stock transfer suspension date and payment date of cash dividends authorized to be determined by the chairperson.
If the Company's total number of outstanding shares is affected by the repurchase of treasury stock or other causes, the Board of Directors authorizes the chairperson to adjust the dividend distribution percentage.
The distribution of cash dividends is calculated up to NT$, and the fractional amounts of less than NT$1 are rounded off and included in other income of the Company

Proposals

[Item 1] Proposed by the Board

Subject: To approve 2023 business report and financial statements Descriptions:

The Company’s financial statements and consolidated financial statements as of and for the year ended December 31, 2023 have been audited by CPAs Guo, Nai-Hua and Lee, Li-Huang, from Deloitte Taiwan. In addition, the Audit Committee has reviewed the business report, the financial statements, and the consolidated financial statements, which has issued a written review report on record.
Please refer to Attachment I (page 8~9) and Attachment III (page 11~32) of the Handbook for the various reports referred here.
Please adopt.

Resolution:

[Item 2] Proposed by the Board Subject: Adoption of the proposal for distribution of 2023 earnings Descriptions:

The Company’s 2023 earnings distribution table is as follows:

Bafang Yunji International Co., Ltd. Earnings distribution table for 2023

Unit: NT$

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Item Amount
Unappropriated retained earnings at the beginning of
$ 857,528,191
period
Add: Net income of 2023 554,171,567
Less: Defined benefit plan remeasurement (633,904)
Less: Difference between consideration and carrying
(771,814)
amount of subsidiaries acquired or disposed
Less: Provision for legal reserve
Provision for the first half of 2023 (27,677,874)
Provision for the second half of 2023 (27,598,711)
Add: Reversal of special reserve
Reversal of the first half of 2023 2,441,275
Reversal of the second half of 2023 186,696
Earnings available for distribution 1,357,645,426
Distribution items:
Cash dividends to shareholders
(NT$7 per share)
Distributed in the first half of 2023
(132,689,592)
(NT$1.99548836 per share)
Distributed in the second half of 2023
(332,773,981) (465,463,573)
(NT$5.00451164 per share)
Unappropriated retained earnings at the end of period $ 892,181,853
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Chairperson: Lin, Hsin-Yi President: Chang, Jui-Lien Accounting Officer: Huang, Lee-Chi

The 2023 earnings are given priority in the earnings distribution amount of this time.
The Board of Directors has authorized the chairperson of the Board to adjust the distribution percentage in the event that the distribution percentage needs to be adjusted subsequently due to changes in laws and regulations, adjustments by the competent authorities, or the repurchase of the Company's shares that affect the number of outstanding shares.
Please adopt.

Resolution:

Extemporary Motions

Adjournment

Attachment I

Bafang Yunji International Co., Ltd. 2023 Business Report

In 2023, amidst the international unrest due to the protracted Russia-Ukraine war and renewed conflicts in Israel and Gaza, although global inflation saw a slight ease post-pandemic, the prices of poultry and livestock meats continued to rise without signs of falling back, leading to a substantial increase in production costs. Despite the erosion of gross margins due to rising prices, Bafang Yunji (the company) continued to move forward with franchisees and suppliers with the original intention, launching new products and optimizing services through the efforts of all employees. Although profits in 2023 did not meet expectations, performance still continued to grow.

The Company reported consolidated revenues of NT$7,339,890 thousand in 2023, up 7.95% from 2022; Affected by the high prices of poultry and livestock meats, the consolidated gross margin in 2023 was 34.78%, a decrease of 2.37% from 2022; Consolidated net income totaled NT$537,755 thousand , a decline of 16.64% from 2022; the net profit margin was 7.33%, down 2.16% from 2022; and earnings per share were calculated at NT$8.35, down 16.5% from 2022.

In 2023, various brands in Taiwan, besides continuing to expand stores, also focused on adjusting poorly performing stores, weeding out the weaker ones to maintain service quality and enhance brand strength. Apart from Dante's brand, which saw a decline in performance due to the closure of poorly performing stores, brands such as Bafang Yunji, Liang She-Han Pork Ribs, and FJ Veggie saw growth over the previous period. In Hong Kong, performance rebounded post-pandemic, with the introduction of Liang She-Han Pork Ribs and the establishment of two stores, achieving double-digit growth over the previous period. In the US, new stores continued to open, with 6 direct-operated stores operational so far, significantly boosting performance. In terms of profitability, Taiwan's performance grew but profits declined from the previous period due to the impact of historically high prices of poultry and meat products. Hong Kong maintained its gross margin and increased operating profit, but overall profits were lower than the previous period without the government's pandemic subsidies. Although the pace of expansion in the US was slightly delayed, all six existing stores were profitable, but the central factory has not yet reached economic scale, resulting in slight losses in the US. By the end of 2023, the Company had 1,359 stores globally, including 1,064 Bafang Yunji stores, 214 Liang She-Han Pork Ribs stores, 44 FJ Veggie stores, 12 Bai Fung Bento, and 5 Bafang Noodles & More stores in Hong Kong, and 20 Dante Coffee stores.

Looking forward to 2024, the Company will continue to expand its business landscape with a multi-brand, multi-market operation strategy and actively develop international markets. Besides physical stores, online sales will also be enhanced. In Taiwan, apart from ongoing expansion, Bafang Yunji will continue through store optimization and periodic new product launches, introducing frozen beef noodle meal kits to increase product diversity and convenience services for consumers. Liang She-Han Pork Ribs will also continue to develop new products to enhance meal and service quality, increasing customer visits and brand penetration. FJ Veggie, having established 44 stores in over two years, will continue to change menus and improve store operation efficiency to attract more consumers to vegetarian dining. In Hong Kong, Bai Fung Bento and Bafang Noodles & More will continue to develop quality store locations. In the US, besides the 6 stores already opened, 8 more contracted stores will gradually open. Beyond Southern California, we are actively looking for development opportunities in Northern California and other states. Simultaneously, the franchise system application will be initiated, looking forward to promoting franchise development next year.

Here, we thank all shareholders for their support. The Company adheres to the corporate spirit of "altruism, sharing, and charity", implementing corporate governance, deepening sustainable business practices, and enhancing competitiveness to face challenges, creating profits for shareholders and benefits for society.

Chairperson: Lin, Hsin-Yi President: Chang, Jui-Lien Accounting Officer: Huang, Lee-Chi

Attachment II

Bafang Yunji International Co., Ltd. Audit committee’s Review Report

The Company’s 2023 business report, financial statements and consolidated statements and earnings distribution proposal have been reviewed by the Audit Committee and found to be in compliance. We hereby report the above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.

Bafang Yunji International Co., Ltd.

Convener of the Audit Committee: Chiu, Shih-Fang

March 11, 2024

Attachment III

Independent Auditors’ Report

The Board of Directors and Shareholders

Bafang Yunji International Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Bafang Yunji International Co., Ltd. and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).

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, 2023 and 2022, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 for the year ended December 31, 2023. 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.

Key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2023 is described as follows:

Authenticity of sales revenues from shipments to specific customers

The Group is principally engaged in food processing, food ingredients trading and providing food and beverage services. Based on the materiality and the presumption of significant risk in revenue recognition in the Statement of Auditing Standards; Therefore, we believe that the authenticity of sales revenues from shipments to specific customers recognized by the Group has a significant impact on the financial statements. Therefore, the authenticity of the sales revenues from shipments to specific customers is listed as a key audit matter of this year. For a description of the revenue recognition policy, please refer to Note 4(13).

We conducted the following audit procedures:

Understand and test the design and implementation of internal control relevant to revenue recognition for specific customers.
Review a selected sample of the revenue details of the specific customers, review the supporting documentation and test the collection status to confirm that the sales transaction occurred.
Review whether significant sales returns and discounts have occurred for the specific customers since the balance sheet date to confirm whether there is any material misstatement of revenues.

Other Matter

We have also audited the parent company only financial statements of Bafang Yunji International Co., Ltd. as of and for the years ended December 31, 2023 and 2022 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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC,and 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 operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committees, 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 Standards on Auditing of 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 the Standards on Auditing of 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 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 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 Company 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 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 for the year ended December 31, 2023 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.

Deloitte Taiwan CPA Kuo, Nai-Hua CPA Lee, Li-Huang Financial Supervisory Commission Securities and Futures Commission approval document approval document Jin-Guan-Zheng-Shen-Zi No. 1070323246 Tai-Cai-Zheng (6) Zi No. 0930128050

March 28, 2024

Bafang Yunji International Co., Ltd. and subsidiaries Consolidated Balance Sheets December 31, 2023 and 2022

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Unit: In thousands of NT$
December 31, 2023 December 31, 2022
(Restated)
Code Assets Amount ％ Amount ％
Current assets
1100 Cash and cash equivalents (Notes 4, 6, and 35) $ 803,523 13 $ 690,016 12
1110 Financial assets at fair value through profit or loss - current (Notes 4,
7, and 35) 210,241 3 110,228 2
1140 Financial assets measured at amortized cost – current (Notes 4, 8, 9,
35 and 37) 541,141 9 1,127,766 19
1150 Notes receivable (Notes 4, 11, 26, and 35) 71 - - -
1170 Accounts receivable (Notes 4, 11, 26, 35 and 36) 161,182 3 138,581 2
1197 Lease receivables (Notes 4, 12 and 36) 44,077 1 53,991 1
1200 Other receivables (Notes 4, 11, 35 and 36) 17,463 - 21,838 -
1220 Current income tax assets (Notes 4 and 28) 3,444 - 327 -
130X Inventories (Notes 4 and 13) 247,441 4 227,027 4
1429 Other prepayments (Note 18) 115,636 2 91,591 2
1470 Other current assets (Notes 19, 35 and 37) 3,428 - 21,229 -
11XX Total current assets 2,147,647 35 2,482,594 42
Non-current assets
1517 Financial assets at fair value through other comprehensive income -
- -
non-current (Notes 4, 10 and 35) 3,750 3,750
1600 Property, plant and equipment (Notes 4, 15 and 37) 2,378,535 39 1,710,287 29
1755 Right-of-use assets (Notes 4, 16 and 36) 1,309,593 21 1,286,237 22
1780 Other intangible assets (Notes 4 and 17) 18,557 - 16,161 -
1840 Deferred income tax assets (Notes 4 and 28) 6,223 - 7,617 -
1915 Prepayments for equipment (Note 19) 79,309 1 82,252 2
194D Long-term lease receivables (Notes 4, 12 and 36) 67,691 1 105,029 2
1920 Refundable deposits (Notes 19, 35 and 36) 169,234 3 164,941 3
15XX Total non-current assets 4,032,892 65 3,376,274 58
1XXX Total assets $ 6,180,539 100 $ 5,858,868 100
Code Liabilities and equity
Current liability
2100 Short-term loans (Notes 20, 35and 37) $ 302,000 5 $ 30,000 1
2150 Notes payable (Notes 21 and 35) 1,522 - 2,551 -
2170 Accounts payable (Notes 21 and 35) 238,308 4 198,717 3
2200 Other payables (Notes 22, 35 and 36) 551,617 9 567,475 10
2230 Current income tax liabilities (Notes 4 and 28) 41,357 - 96,306 2
2280 Lease liabilities - current (Notes 4, 16, 33, 35 and 36) 413,789 7 437,514 7
2322 Long-term loans due within one year (Notes 20, 33, 35 and 37) 4,244 - 4,153 -
2399 Other current liabilities (Note 23) 55,757 1 59,951 1
21XX Total current liabilities 1,608,594 26 1,396,667 24
Non-current liabilities
2540 Long-term loans (Notes 20, 33, 35 and 37) 29,529 - 33,878 1
2570 Deferred income tax liabilities (Notes 4 and 28) 10,384 - 4,177 -
2580 Lease liabilities - non-current (Notes 4, 16, 33, 35 and 36) 1,020,093 17 1,009,692 17
2550 Provision for liabilities (Notes 4 and 23) 7,036 - 7,627 -
2640 Net defined benefit liabilities - non-current (Notes 4 and 24) 2,635 - 2,246 -
2645 Deposits received (Notes 22, 33, 35 and 36) 53,461 1 40,111 1
25XX Total non-current liabilities 1,123,138 18 1,097,731 19
2XXX Total liabilities 2,731,732 44 2,494,398 43
Equity (Notes 14, 25, 30 and 32)
3110 Common stock 664,948 11 663,258 11
3200 Capital surplus 996,533 16 988,905 17
Retained earnings
3310 Legal reserve 440,197 7 405,884 7
3320 Special reserve 4,247 - 31,936 1
3350 Undistributed earnings 1,277,604 21 1,196,578 20
3300 Total retained earnings 1,722,048 28 1,634,398 28
Other equity
3410 Exchange differences on translation of financial statements of
- -
foreign operations ( 1,619 ) ( 4,247 )
Equity attributable to shareholders of the Company 3,381,910 55 3,282,314 56
36XX Non-controlling interests 66,897 1 82,156 1
3XXX Total equity 3,448,807 56 3,364,470 57
Total liabilities and equity $ 6,180,539 100 $ 5,858,868 100
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The accompanying notes are an integral part of the consolidated financial statements.

Chairperson: Lin, Hsin-Yi

President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

Bafang Yunji International Co., Ltd. and subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2023 and 2022

Unit: In thousands of NT$ But earnings per share are in NT$

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2023 2022
Code Amount ％ Amount ％
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Code				2023 Amount		％			2022 Amount		％
4000	Operating revenues (Notes 4, 26,
	36 and 42)		$	7,339,890		100		$	6,799,263		100
5000	Operating costs (Notes 13 and 27)	(		4,787,287)	(	65)	(		4,273,394)	(	63)
5900	Gross profit			2,552,603		35			2,525,869		37
	Operating expenses (Notes 11, 16,
	24, 27 and 36)
6100	Selling and marketing	(		1,443,944)	(	20)	(		1,306,403)	(	19)
6200	General and administrative	(		420,300)	(	6)	(		410,841)	(	6)
6300	Research and development	(		20,031)		-	(		21,117)	(	1)
6450	Gain on reversal of expected
	credit loss			305		-			835		-
6000	Total operating expenses	(		1,883,970)	(	26)	(		1,737,526)	(	26)
6900	Net operating profit			668,633		9			788,343		11
	Non-operating income and
	expenses (Notes 16, 27, 31 and
	36)
7100	Interest income			30,184		-			14,421		-
7010	Other income			37,047		-			98,359		2
7020	Other gains and losses	(		26,233)		-	(		39,092)	(	1)
7050	Finance costs	(		31,889)		-	(		28,811)		-
7000	Total non-operating
	income and expenses			9,109		-			44,877		1
7900	Net profit before tax			677,742		9			833,220		12
7950	Income tax expense (Notes 4 and
	28)	(		139,987)	(	2)	(		188,144)	(	3)
8200	Net profit for the year			537,755		7			645,076		9
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2023 2022
Code Amount ％ Amount ％
Other comprehensive income
(Notes 4, 24, 25 and 28)
8310 Items that will not be
reclassified to profit or loss
8311 Remeasurement of
- -
defined benefit plans ($ 792) $ 2,358
8349 Income tax related to
items that will not be
reclassified to profit
or loss 158 - ( 472) -
8360 Items that may subsequently
be reclassified to profits or
loss
8361 Exchange differences
arising on translation
of foreign operations 3,489 - 65,373 1
8399 Income tax related to
items that may
subsequently be
reclassified to profit
or loss ( 665 ) - ( 12,458 ) -
8300 Other comprehensive
income for the year 2,190 - 54,801 1
8500 Total comprehensive income for
the year $ 539,945 7 $ 699,877 10
Net profits attributable to
8610 Shareholders of the Parent $ 554,172 7 $ 660,953 9
8620 Non-controlling interests ( 16,417 ) - ( 15,877 ) -
8600 $ 537,755 7 $ 645,076 9
Total comprehensive attributable
to
8710 Shareholders of the Parent $ 556,166 7 $ 712,847 10
8720 Non-controlling interests ( 16,221 ) - ( 12,970 ) -
8700 $ 539,945 7 $ 699,877 10
Earnings per share (Note 29)
9710 Basic $ 8.35 $ 10.00
9810 Diluted $ 8.31 $ 9.92
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The accompanying notes are an integral part of the consolidated financial statements.

Chairperson: Lin, Hsin-Yi

President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

Bafang Yunji International Co., Ltd. and subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2023 and 2022

Unit: In thousands of NT$

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Equity attributable to shareholders of the Company
Other equity items
Share capital Retained earnings Exchange
Number of shares differences arising
(in thousands of Undistributed on translation of Non-controlling
Code shares) Share capital Capital surplus Legal reserve Special reserve earnings foreign operations Total interests Total equity
A1 Balance as of January 1, 2022 66,045 $ 660,448 $ 970,319 $ 348,629 $ 48,589 $ 1,018,632 ( $ 54,255 ) $ 2,992,362 $ 40,170 $ 3,032,532
Appropriation and distribution of earnings
B1 Legal reserve - - - 57,255 - ( 57,255 ) - - - -
B3 Special reserve - - - - ( 16,653 ) 16,653 - - - -
B5 Cash dividends - - - - - ( 444,291 ) - ( 444,291 ) - ( 444,291 )
N1 Common stocks issued under the employee
stock ownership plan 281 2,810 4,833 - - - - 7,643 - 7,643
N1 Share-based payment transaction - - 13,562 - - - - 13,562 - 13,562
M5 Difference between consideration and
carrying amount of subsidiaries acquired
or disposed - - 191 - - - - 191 780 971
D1 Net profit for 2022 - - - - - 660,953 - 660,953 ( 15,877 ) 645,076
D3 Other comprehensive income after tax for
2022 - - - - - 1,886 50,008 51,894 2,907 54,801
D5 Total comprehensive income for 2022 - - - - - 662,839 50,008 712,847 ( 12,970 ) 699,877
O1 Non-controlling interests - - - - - - - - 54,176 54,176
Z1 Balance as of December 31, 2022 66,326 663,258 988,905 405,884 31,936 1,196,578 ( 4,247 ) 3,282,314 82,156 3,364,470
Appropriation and distribution of earnings
B1 Legal reserve - - - 34,313 - ( 34,313 ) - - - -
B3 Special reserve - - - - ( 27,689 ) 27,689 - - - -
B5 Cash dividends - - - - - ( 465,117 ) - ( 465,117 ) - ( 465,117 )
N1 Common stocks issued under the employee
stock ownership plan 169 1,690 2,751 - - - - 4,441 - 4,441
N1 Share-based payment transaction - - 4,969 - - - - 4,969 - 4,969
C17 Other changes in capital surplus
Right of disgorgement exercised - - 99 - - - - 99 - 99
M5 Difference between consideration and
carrying amount of subsidiaries acquired
or disposed - - ( 191 ) - - ( 771 ) - ( 962 ) 962 -
D1 Net profits for 2023 - - - - - 554,172 - 554,172 ( 16,417 ) 537,755
D3 Other comprehensive income after tax for
2023 - - - - - ( 634 ) 2,628 1,994 196 2,190
D5 Total comprehensive income for 2023 - - - - - 553,538 2,628 556,166 ( 16,221 ) 539,945
Z1 Balance as of December 31, 2023 66,495 $ 664,948 $ 996,533 $ 440,197 $ 4,247 $ 1,277,604 ( $ 1,619 ) $ 3,381,910 $ 66,897 $ 3,448,807
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The accompanying notes are an integral part of the consolidated financial statements

Chairperson: Lin, Hsin-Yi

President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

Bafang Yunji International Co., Ltd. and subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2023 and 2022

Unit: In thousands of NT$

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Code 2023 2022
----- End of picture text -----

Code				2023			2022
	Cash flows from operating activities
A10000	Net profits before tax for the year		$	677,742		$	833,220
A20010	Adjustments for
A20100	Depreciation expenses			684,028			654,542
A20200	Amortization expenses			4,484			3,308
A20300	Expected credit loss reversed	(		305 )	(		835 )
A20400	Net (Gain) loss on financial assets and
	liabilities measured at fair value
	through profit or loss	(		1,492 )	(		702 )
A20900	Finance costs			31,889			28,811
A21200	Interest income	(		30,184 )	(		14,421 )
A21300	Dividend income	(		210 )			-
A21900	Share-based compensation			4,969			13,562
A22500	Loss (Gain) on disposal and scrapping
	of property, plant and equipment			17,467			15,699
A22800	Loss on disposal of intangible assets			175			6
A23100	Losses on disposal of subsidiaries			8,737			401
A23800	Reversal of provision for decline in
	value and obsolescence of
	inventories			-	(		624 )
A29900	Gains on rent concessions			-	(		4,883 )
A29900	Lease modification gain	(		2,206 )	(		1,935 )
A30000	Net change in operating assets and liabilities
A31130	Notes receivable	(		71 )			-
A31150	Accounts receivable	(		22,293 )	(		11,292 )
A31180	Other receivables	(		4,206 )	(		3,323 )
A31200	Inventory	(		20,412 )	(		16,749 )
A31230	Prepayments	(		24,045 )			25,242
A31240	Other current assets	(		617 )	(		259 )
A32130	Notes payable	(		1,029 )	(		285 )
A32150	Accounts payable			39,591	(		3,297 )
A32180	Other payables			29,396			9,753
A32230	Other current liabilities	(		4,194 )	(		2,620 )
A32240	Net defined benefit liabilities	(		403)	(		370)
A33000	Cash inflows from operations			1,386,811			1,522,949
A33100	Interest received			27,501			11,415
A33300	Interest paid	(		3,522 )	(		2,017 )
A33500	Income tax paid	(		190,959)	(		144,315)
AAAA	Net cash inflows from operating
	activities			1,219,831			1,388,032

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Code 2023 2022
----- End of picture text -----

Code			2023		2022
	Cash flows from investing activities
B00100	Purchase of financial assets at fair value
	through profit or loss	( $	712,000)	( $	450,539)
B00200	Proceeds from disposal of financial
	assets at fair value through profit or
	loss		613,479		435,315
B00040	Purchase of financial assets measured at
	amortized cost		586,625	(	712,392)
B02300	Proceeds from disposal of subsidiaries		-	(	69 )
B02700	Payment for property, plant and
	equipment	(	966,255)	(	353,767)
B02800	Proceeds from disposal of property,
	plant and equipment		67,953		67,707
B03700	Increase in refundable deposits	(	4,293 )	(	12,868 )
B04500	Payments of intangible assets	(	7,056 )	(	13,004 )
B05350	Acquisition of right-of-use assets.	(	200 )		-
B06100	Decrease in lease receivables		59,420		55,142
B06500	Increase in other financial assets		-	(	9,889 )
B06600	Decrease in other financial assets		18,418		-
B07100	Increase in prepayments for equipment	(	28,929 )	(	93,194 )
B07600	Dividends received		210		-
BBBB	Net cash outflows from investing
	activities	(	372,628)	(	1,087,558)
	Cash flows from financing activities
C00100	Increase in short-term loans		272,000		3,000
C01600	Borrowing of long-term loans		-		2,161
C01700	Repayment of long-term loans	(	4,230 )	(	53,647 )
C03000	Increase in deposits received		13,350		11,059
C04020	Repayment of lease principals	(	521,754)	(	498,545)
C04500	Distribution of cash dividends	(	497,539)	(	429,291)
C04800	Exercise of employee share options		4,441		7,643
C05500	Disposal of ownership interests in
	subsidiaries (without losing control)		-		971
C05800	Change in non-controlling interests		-		54,176
C09900	Right of disgorgement exercised		99		-
CCCC	Net cash (outflows) inflows from
	financing activities	(	733,633)	(	902,473)
DDDD	Effect of change in exchange rate on cash and
	cash equivalents	(	63)		44,290
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Code 2023 2022
EEEE Increase (decrease) in cash and cash
equivalents for the period $ 113,507 ( $ 557,709)
E00100 Cash and cash equivalents at the beginning
of the year 690,016 1,247,725
E00200 Cash and cash equivalents at the end of the
year $ 803,523 $ 690,016
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The accompanying notes are an integral part of the consolidated financial statements.

Chairperson: Lin, Hsin-Yi

President: Chang, Jui-Lien Accounting Officer: Huang, Lee-Chi

Independent Auditors’ Report

The Board of Directors and shareholders

Bafang Yunji International Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Bafang Yunji International Co., Ltd. (the “Company”) ), which comprise the parent company only balance sheets as of December 31, 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including material accounting policy information.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 parent company only financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only 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 matter of the Company’s parent company only financial statements for the year ended December 31, 2023 is described as follows:

Authenticity of sales revenues from shipments to specific customers

The Company is principally engaged in food processing, food ingredients trading and providing food and restaurant services. Based on the materiality and the presumption of significant risk in revenue recognition in the Statement of Auditing Standards; Therefore, we believe that the authenticity of sales revenues from shipments to specific customers recognized by the Company has a significant impact on the financial statements. Therefore, the authenticity of the sales revenues from shipments to specific customers is listed as a key audit matter of this year. For a description of the revenue recognition policy, please refer to Note 4(11).

We conducted the following audit procedures:

Understand and test the design and implementation of internal control relevant to revenue recognition for specific customers.
Review a selected sample of the revenue details of the specific customers, review the supporting documentation and test the collection status to confirm that the sales transaction occurred.
Review whether significant sales returns and discounts have occurred for the specific customers since the balance sheet date to confirm whether there is any material misstatement of revenues.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only 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 operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committees, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 Standards on Auditing of 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 parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of 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 parent company only 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 parent company only 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 parent company only financial statements, including the disclosures, and whether the parent company only 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 Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group 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 parent company only financial statements for the year ended December 31, 2023 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.

March 28, 2024

Bafang Yunji International Co., Ltd. Parent Company Only Balance Sheets December 31, 2023 and 2022

Unit: In thousands of NT$

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December 31, 2023 December 31, 2022
Code Assets Amount ％ Amount ％
Current assets
1100 Cash and cash equivalents (Notes 4, 6, and 31) $ 233,799 5 $ 104,308 2
1110 Financial assets at fair value through profit or loss - current
(Notes 4, 7, and 31) 210,241 4 110,228 3
1141 Financial assets measured at amortized cost - current (Notes
4, 8, 9, 31 and 33) 509,000 11 1,074,251 25
1170 Accounts receivable - unrelated parties (Notes 4, 10 and 31) 92,288 2 85,898 2
1180 Accounts receivable - related parties (Notes 4, 10, 31 and 32) 25,306 1 23,994 1
1200 Other receivables (Notes 4, 10, and 31) 12,732 - 3,778 -
1210 Other receivables - related parties (Notes 4, 10, 31 and 32) 139,496 3 1,413 -
1220 Current tax assets (Notes 4 and 25) - - 327 -
130X Inventories (Notes 4 and 11) 200,974 4 189,425 4
1410 Prepayments (Note 16) 87,862 2 64,342 2
1470 Other current assets (Note 17, 31 and 33) 777 - 19,028 -
11XX Total current assets 1,512,475 32 1,676,992 39
Non-current assets
1550 Investments accounted for using the equity method (Notes 4,
12 and 32) 1,019,836 22 1,011,540 24
1600 Property, plant and equipment (Notes 4, 13, 32 and 33) 1,652,721 35 1,107,712 26
1755 Right-of-use assets (Notes 4, 14 and 32) 354,005 8 325,293 8
1801 Intangible assets (Notes 4 and 15) 17,855 - 15,424 -
1840 Deferred income tax assets (Notes 4 and 25) 3,179 - 5,405 -
1915 Prepayments for equipment (Note 17) 69,398 2 69,028 2
1990 Other non-current assets (Notes 17 and 31) 46,587 1 48,528 1
15XX Total non-current assets 3,163,581 68 2,582,930 61
1XXX Total assets $ 4,676,056 100 $ 4,259,922 100
Code Liabilities and equity
Current liabilities
2100 Short-term loans (Notes 18, 31 and 33) $ 290,000 6 $ - -
2170 Accounts payable - unrelated parties (Notes 19 and 31) 195,509 4 171,042 4
2180 Accounts payable - related parties (Notes 19, 31 and 32) 2,726 - 3,532 -
2200 Other payables - unrelated parties (Notes 20 and 31) 374,653 8 374,797 9
2220 Other payables - related parties (Notes 20, 31 and 32) 8,932 - 10,622 -
2280 Lease liabilities - current (Notes 4, 14, 31 and 32) 58,256 2 58,598 2
2230 Current income tax liabilities (Notes 4 and 25) 40,846 1 86,813 2
2399 Other current liabilities (Note 20 and 31) 6,515 - 8,706 -
21XX Total current liabilities 977,437 21 714,110 17
Non-current liabilities
2580 Lease liabilities - non-current (Notes 4, 14, 31 and 32) 276,236 6 245,725 6
2570 Deferred income tax liabilities (Notes 4 and 25) 9,973 - 3,237 -
2640 Net defined benefit liabilities - non-current (Notes 4 and 21) 2,635 - 2,246 -
2645 Deposits received (Note 20) 27,865 1 12,290 -
25XX Total non-current liabilities 316,709 7 263,498 6
2XXX Total liabilities 1,294,146 28 977,608 23
Equity (Notes 22 and 27)
3110 Common stock 664,948 14 663,258 16
3200 Capital surplus 996,533 21 988,905 23
Retained earnings
3310 Legal reserve 440,197 10 405,884 9
3320 Special reserve 4,247 - 31,936 1
3350 Undistributed earnings 1,277,604 27 1,196,578 28
3300 Total retained earnings 1,722,048 37 1,634,398 38
3400 Other equity ( 1,619 ) - ( 4,247 ) -
3XXX Total equity 3,381,910 72 3,282,314 77
Total liabilities and equity $ 4,676,056 100 $ 4,259,922 100
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The accompanying notes are an integral part of the parent company only financial statements

Chairperson: Lin, Hsin-Yi

President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

Bafang Yunji International Co., Ltd. Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2023 and 2022

Unit: In thousands of NT$ But earnings per share are in NT$

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2023 2022
Code Amount ％ Amount ％
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Code				2023 Amount		％			2022 Amount		％
4000	Operating revenues (Notes 4, 23
	and 32)		$	4,904,517		100		$	4,544,860		100
5000	Operating costs (Notes 4, 11, 24
	and 32)	(		3,580,229)	(	73)	(		3,152,758)	(	70)
5900	Gross profit			1,324,288		27			1,392,102		30
	Operating expenses (Notes 21,
	24 and 32)
6100	Selling and marketing	(		410,217)	(	8)	(		373,650)	(	8)
6200	General and administrative	(		290,497)	(	6)	(		303,332)	(	7)
6300	Research and development	(		14,385)		-	(		14,279)		-
6000	Total operating
	expenses	(		715,099)	(	14)	(		691,261)	(	15)
6900	Net operating profit			609,189		13			700,841		15
	Non-operating income and
	expenses (Notes 12, 24, 28 and
	32)
7100	Interest income			25,779		-			10,507		-
7010	Other income			27,782		-			29,961		1
7020	Other gains and losses	(		8,990)		-	(		4,125)		-
7050	Financial costs	(		6,788)		-	(		4,968)		-
7070	Share of profits of
	subsidiaries and
	associates			30,985		1			90,480		2
7000	Total non-operating
	income and expenses			68,768		1			121,855		3
7900	Net profit before tax			677,957		14			822,696		18
7950	Income tax expense (Notes 4 and
	25)	(		123,785)	(	3)	(		161,743)	(	3)
8200	Net profit for the year			554,172		11			660,953		15
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2023 2022
Code Amount ％ Amount ％
Other comprehensive income
8310 Items that will not be
reclassified to profit or
loss
8311 Remeasurement of
defined benefit plans
- -
(Notes 4 and 21) ($ 792) $ 2,358
8349 Income tax related to
items that will not be
reclassified to profit
or loss (Notes 4 and
25) 158 - ( 472) -
8360 Items that may subsequently
be reclassified to profits
or loss
8361 Exchange differences
arising on translation
of foreign operations
(Note 22) 3,293 - 62,466 1
8399 Income tax related to
items that may
subsequently be
reclassified (Notes 4,
22 and 25) ( 665 ) - ( 12,458 ) -
8300 Total other
comprehensive
income (net) 1,994 - 51,894 1
8500 Total comprehensive income for
the year $ 556,166 11 $ 712,847 16
Earnings per share (Note 26)
9710 Basic $ 8.35 $ 10.00
9810 Diluted $ 8.31 $ 9.92
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The accompanying notes are an integral part of the parent company only financial statements

Chairperson: Lin, Hsin-Yi President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

Bafang Yunji International Co., Ltd. Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2023 and 2022

Unit: In thousands of NT$ Other equity

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Share capital Retained earnings Exchange differences
Number of shares (in arising on translation of
Code thousands of shares) Amount Capital surplus Legal reserve Special reserve Undistributed earnings foreign operations Total equity
A1 Balance as of January 1, 2022 66,045 $ 660,448 $ 970,319 $ 348,629 $ 48,589 $ 1,018,632 ( $ 54,255 ) $ 2,992,362
Appropriation and distribution of earnings
B1 Legal reserve - - - 57,255 - ( 57,255 ) - -
B3 Special reserve - - - - ( 16,653 ) 16,653 - -
B5 Shareholders' cash dividends - - - - - ( 444,291 ) - ( 444,291 )
N1 Share-based payment transaction - - 13,562 - - - - 13,562
N1 Common stocks issued under the
employee stock ownership plan 281 2,810 4,833 - - - - 7,643
M5 Difference between consideration and
carrying amount of subsidiaries acquired
or disposed - - 191 - - - - 191
D1 Net profit for 2022 - - - - - 660,953 - 660,953
D3 Other comprehensive income after tax for
2022 - - - - - 1,886 50,008 51,894
D5 Total comprehensive income for 2022 - - - - - 662,839 50,008 712,847
Z1 Balance as of December 31, 2022 66,326 663,258 988,905 405,884 31,936 1,196,578 ( 4,247 ) 3,282,314
Appropriation and distribution of earnings
B1 Legal reserve - - - 34,313 - ( 34,313 ) - -
B3 Special reserve - - - - ( 27,689 ) 27,689 - -
B5 Shareholders' cash dividends - - - - - ( 465,117 ) - ( 465,117 )
C17 Other changes in capital surplus
Right of disgorgement exercised - - 99 - - - - 99
N1 Share-based payment transaction - - 4,969 - - - - 4,969
N1 Common stocks issued under the
employee stock ownership plan 169 1,690 2,751 - - - - 4,441
M5 Difference between consideration and
carrying amount of subsidiaries acquired
- - - - -
or disposed ( 191 ) ( 771 ) ( 962 )
D1 Net profits for 2023 - - - - - 554,172 - 554,172
D3 Other comprehensive income after tax for
2023 - - - - - ( 634 ) 2,628 1,994
D5 Total comprehensive income for 2023 - - - - - 553,538 2,628 556,166
Z1 Balance as of December 31, 2023 66,495 $ 664,948 $ 996,533 $ 440,197 $ 4,247 $ 1,277,604 ( $ 1,619 ) $ 3,381,910
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The accompanying notes are an integral part of the parent company only financial statements.

Chairperson: Lin, Hsin-Yi

President: Chang, Jui-Lien

Accounting Officer: Huang, Lee-Chi

Bafang Yunji International Co., Ltd. Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2023 and 2022

Unit: In thousands of NT$

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Code 2023 2022
----- End of picture text -----

Code			2023		2022
	Cash flows from operating activities
A10000	Net profit before tax from continuing
	operations		$ 677,957		$ 822,696
A20010	Adjustments for
A20100	Depreciation expenses		187,436		172,625
A20200	Amortization expenses		4,056		2,832
A20400	Net gain on financial assets and
	liabilities measured at fair value
	through profit or loss	(	1,492 )	(	702 )
A22400	Share of profits of subsidiaries,
	affiliates and joint ventures
	accounted for using the equity
	method	(	30,985 )	(	90,480 )
A20900	Financial costs		6,788		4,968
A21200	Interest income	(	25,779 )	(	10,507 )
A21900	Share-based compensation		4,969		13,562
A22500	Loss on disposal of property, plant
	and equipment		8,438		403
A22800	Loss on disposal of intangible assets		175		6
A29900	Lease modification profit		-	(	268 )
A30000	Net change in operating assets and
	liabilities
A31150	Accounts receivable	(	6,390 )	(	15,810 )
A31160	Accounts receivable - related parties	(	1,312 )		5,664
A31180	Other receivables	(	8,954 )	(	1,212 )
A31190	Other receivables - related parties	(	5,615 )		2,993
A31200	Inventories	(	11,549 )	(	20,999 )
A31230	Prepayments	(	23,520 )		4,740
A31240	Other current assets	(	130 )	(	336 )
A32130	Notes payable		-	(	1,000 )
A32150	Accounts payable		24,467		8,654
A32160	Accounts payable - related parties	(	806 )		431
A32180	Other payables		33,266		16,509
A32190	Other payables - related parties	(	1,690 )	(	320 )
A32230	Other current liabilities	(	2,191 )		2,452
A32240	Net defined benefit liabilities	(	403)	(	370)
A33000	Cash inflows from operations		826,736		916,531
A33100	Interest received		25,779		10,507
A33300	Interest paid	(	1,855 )	(	405 )
A33500	Income tax paid	(	160,970)	(	122,816)
AAAA	Net cash inflows from operating
	activities		689,690		803,817

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Code 2023 2022
Cash flows from investing activities
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Code	Cash flows from investing activities		2023		2022
B00100	Purchase of financial assets at fair value
	through profit or loss	( $	712,000)	( $	450,539)
B00200	Proceeds from disposal of financial assets
	at fair value through profit or loss		613,479		435,315
B00040	Purchase of financial assets measured at
	amortized cost		-	(	673,877)
B00050	Proceeds from disposal of financial assets
	at amortised cost		565,251		-
B02700	Payment for property, plant and equipment	(	638,776)	(	119,536 )
B02800	Proceeds from disposal of property, plant
	and equipment		1,687		146
B03700	Increase in refundable deposits		-	(	5,672 )
B03800	Decrease in refundable deposits		1,941		-
B04300	Increase in other receivables due from
	related parties	(	132,468)		-
B04400	Decrease in other receivables - related
	parties		-		25,000
B04500	Payments of intangible assets	(	6,662 )	(	12,342 )
B06500	Increase in other financial assets		-	(	10,018 )
B06600	Decrease in other financial assets		18,381		-
B07100	Increase in prepayments for equipment	(	32,045 )	(	99,104 )
B07600	Receipt of dividends from subsidiaries		45,020		27,021
BBBB	Net cash outflows from investing
	activities	(	276,192)	(	883,606)
	Cash flows from financing activities
C00100	Increase in short-term loans		290,000		-
C00200	Decrease in short-term loans		-	(	27,000 )
C01700	Repayment of long-term loans		-	(	35,819 )
C03000	Increase in deposits received		15,575		10,790
C04020	Repayment of lease principals	(	76,583 )	(	67,617 )
C04500	Distribution of cash dividends	(	497,539)	(	429,291)
C04800	Employee share options executed		4,441		7,643
C05400	Acquisition of ownership interests in
	subsidiaries	(	20,000 )	(	537,802)
C05500	Disposal of ownership interests in
	subsidiaries (without losing control)		-		472,514
C09900	Profit of disgorgement exercised		99		-
CCCC	Net cash (outflows) inflows from
	financing activities	(	284,007)	(	606,582)

(Continued on next page)

(Continued from previous page)

Code EEEE Increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at the beginning of the year E00200 Cash and cash equivalents at the end of the year		2023 2022
		$ 129,491 ( $ 686,371) 104,308 790,679 $ 233,799 $ 104,308

The accompanying notes are an integral part of the parent company only financial statements. Chairperson: Lin, Hsin-Yi President: Chang, Jui-Lien Accounting Officer: Huang, Lee-Chi

Appendix I

Bafang Yunji International Co., Ltd. Articles of Incorporation

Chapter I General Principles

Article 1 The Company is organized in accordance with the Company Act and is named Bafang Yunji International Co., Ltd.
The English name of the Company is “Bafang Yunji International Co., Ltd.”.
Article 2 The Company’s scope of business is as follows:
C103050 Manufacturing of Canning, Freezing, Dehydration, Pickled of Food
C104020 Manufacture of Bakery and Steam Products
C109010 Manufacture of Seasoning
C199010 Manufacture of Noodles, Vermicelli, and Similar Products
C199030 Instant Meal Box Food Manufacturing
C199040 Beans Processed Food Manufacturing
C199990 Manufacture of Other Food Products Not Elsewhere Classified
F102170 Wholesale of Foods and Groceries
F203010 Retail Sale of Food, Grocery and Beverage
F399040 Retail Sale No Storefront
F401010 International Trade
F501060 Restaurants
A102020 Agricultural Products Preparations
A102050 Crops Cultivation
A102060 Food Dealers
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company has its head office in New Taipei City, Taiwan, and may establish branches domestically and abroad when necessary by resolution of the board of directors.
Article 3.1 The Company may, with the consent of the board of directors, provide external endorsement and guarantee for business or investment needs, and the procedures shall be handled in accordance with the Company's endorsement and guarantee regulations.
Article 3.2 The Company's domestic and foreign investments shall be resolved by the board of directors, and the total amount of investments shall not be limited by Article 13 of the Company Act.

Chapter II Shares

Article 4 The total capital of the Company was approved to be NT$1,000,000,000, divided into 100,000,000 shares of NT$10 each, of which the unissued shares are authorized to be issued by the board of directors in installments. 5,000,000 shares of the aforementioned total shares are reserved for employee stock options warrants.
The targets for issuance of employee stock options warrants and new shares for cash capital increase and new shares for restricted employee stock may include employees of companies controlled by the Group or subordinate companies who meet certain criteria, which are authorized to be set by the board of directors.

Article	4.1	The shares of the Company shall be in registered form.
		The Company shall assign its share certificates with serial numbers, 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:
		The Company shall be exempted from printing its share certificate and shall
		register the issued shares with a centralized securities depository institution
		and follow the regulations of that institution.
Article	4.2	The transfer of shares shall cease within 60 days before a regular shareholders'
		meeting or within 30 days before a special shareholders' meeting or within 5
		days before the base date on which the Company decides to distribute
		dividends and bonuses or other benefits.
Article	4.3	The handling of the Company's stock affairs shall be in accordance with the
		“Regulations Governing the Administration of Shareholder Services of Public
		Companies” and other relevant laws and regulations.
		Chapter III Shareholders’ Meeting
Article	5	There shall be two types of shareholders' meetings: regular meetings shall be
		held once a year, within six months after the end of each fiscal year, convened
		by the board of directors in accordance with the law, and extraordinary
		meetings shall be convened when necessary in accordance with the law.
		The Company’s shareholders’ meeting can be held by video conference or
		other methods promulgated by the central competent authority.
Article	6	When a shareholder is unable to attend the shareholders' meeting for some
		reason, the proxy form issued by the Company shall be provided, specifying
		the scope of authorization, and a proxy shall be appointed to attend. The
		procedure shall be governed by the "Regulations Governing the Use of Proxies
		for Attendance at shareholders' meetings of Public Companies" in addition to
		the provisions of Article 177 of the Company Act.
Article	7	If a shareholders’ meeting is convened by the board of directors, the
		chairperson of the board shall chair the meeting. When the chairperson is on
		leave or for any reason unable to exercise the powers of office, the
		appointment of his or her acting person shall be governed by Article 208 of the
		Company Act.
		If the shareholders’ meeting is convened by someone with the convening right
		but other than the board of directors, the chair of the meeting shall be the
		person with the convening right, and if there are more than two such persons,
		one of them shall be elected as the chair of the meeting.
Article	8	The shareholders of the Company shall have one voting right per share, except
		for those who have no voting rights under Article 179 of the Company Act.
Article	9	Resolutions at a shareholders' meeting shall, unless otherwise provided for in
		the Company Act, the Company’s Rules of Procedure for Shareholders’
		Meetings or the Articles of Incorporation, be adopted by a majority vote of the
		shareholders present, who represent more than one-half of the total number of
		voting shares.
		During the period when the Company's shares are listed on TWSE (TPEx),
		voting rights for shareholders' meetings may be exercised by electronic means,
		and shareholders who exercise their voting rights by electronic means are

		considered to be present in person.
Article	9.1	Resolutions adopted at a shareholders' meeting shall be recorded in the minutes
		of the meeting, which shall be affixed with the signature or seal of the
		chairman of the meeting and shall be distributed to all shareholders of the
		Company within twenty (20) days after the close of the meeting.
		The preparation, distribution and retention of the foregoing minutes shall be in
		accordance with Article 183 of the Company Act.
Article	10	After the public offering of the Company's shares, the public offering of the
		Company's shares may only be revoked by a resolution of the shareholders'
		meeting, and this provision shall not be changed during the period when the
		Company's shares are listed on the Emerging Market and TWSE (TPEx).
		Chapter IV Directors and audit committee and other functional committees
Article	11	The Company shall have five to nine directors, who shall be elected from
		among persons capable of conduct by the shareholders' meeting for a term of
		three years and shall be eligible for re-election.
		The Company's directors are elected by the single cumulative registered voting
		system and each share shall have the same number of voting rights as the
		number of directors to be elected, which may be cast collectively for a single
		candidate or split among several candidates, and the person with the greater
		number of election rights represented by the votes received shall be elected as
		a director. If there is a need to amend the method, it shall be listed and
		described in the main content of the causes and subjects, and shall also be
		handled in accordance with the provisions of Article 172 of the Company Act.
		The Company shall adopt the candidate nomination system for the election of
		directors in accordance with Article 192-1 of the Company Act, and the
		shareholders shall elect the directors from the list of candidates.
		The percentage of the total shareholding of all directors of the Company shall
		be in accordance with the regulations of the competent securities authorities.
		The Company may purchase liability insurance for its directors to reduce the
		risk of being sued by shareholders or other related parties as a result of the
		directors carrying out their business in accordance with the law.
Article	11.1	The Company may appoint independent directors, at least two in number and
		not less than one-fifth of the total number of directors, and shall adopt the
		nomination system for candidates to be elected by the shareholders' meeting
		from the list of independent director candidates. The professional
		qualifications, restrictions on shareholding and concurrent employment,
		determination of independence, nomination and election of independent
		directors, and other matters to be complied with shall be in accordance with the
		relevant regulations of the competent securities authorities.
Article	12	The board of directors shall be organized by the directors, and a chairperson
		shall be elected by and from among the directors with the presence of at least
		two-thirds of the directors and the consent of a majority of the directors
		present.
		The Company may have a vice chairperson, who shall be elected by the
		directors from among themselves.
		In case the chairperson of the board of directors is on leave or absent or cannot
		exercise his power and authority for any cause, the vice chairman shall act on
		his behalf. In case there is no vice chairman, or the vice chairman is also on
		leave or absent or unable to exercise his power and authority for any cause, the

chairperson of the board of directors shall designate one of the directors to act on his or her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairperson of the board of directors. If a director is unable to attend a board meeting for any reason, he or she may appoint another director to act as his or her proxy, but the proxy may be appointed by one person only.

In case a meeting of the board of directors proceeds via video means, then the directors taking part in such a video communication meeting shall be deemed to have attended the meeting in person.

Article 13 A board meeting shall be convened by giving seven days' notice to the directors, but may be convened at any time in case of emergency. The foregoing may be notified in writing, by facsimile or e-mail.
Article 14 Functional committees may be established under the board of directors of the Company, and each functional committee shall establish charters and regulations for the exercise of its powers and functions, which shall be implemented upon approval by the board of directors.
Article 14.1 The Company may establish an audit committee in accordance with Article 14.4 of the Securities and Exchange Act. The audit committee shall consist of all independent directors and shall consist of not less than three members, one of whom shall be the convener and at least one of whom shall have accounting or financial expertise. The number of members, term of office, authority, and rules of procedure of the audit committee meeting shall be determined in accordance with the relevant provisions of the "Regulations Governing the Exercise of Powers by Audit Committees of Public Companies" and shall be governed by the Audit Committee Charter.
Article 15 The directors of the Company are entitled to remuneration and travel expenses and the amount is authorized to the board of directors to determine in accordance with their participation in and contribution to the operations of the Company at a level commensurate with the usual standard of the industry. The aforementioned remuneration and travel expenses of directors shall be paid regardless of operating profit or loss.
Chapter V Managerial officers
Article 16 The Company may have managerial officers whose appointment, dismissal and remuneration shall be in accordance with Article 29 of the Company Act.
Chapter VI Accounting
Article 17 At the end of each fiscal year, the board of directors shall prepare (1) the business report (2) financial statements (3) an earnings distribution or loss make-up proposal and submit them to shareholders for adoption at the regular shareholders’ meeting in accordance with the law.

Article 18 The Company shall use the current year's pre-tax profit before the distribution of the profit sharing remuneration to employees and directors to make up for the accumulated loss, and if there is any remaining balance, the Company shall appropriate not less than 1% as employees' profit sharing remuneration and not more than 1% as directors' profit sharing remuneration.

The determination of the distribution rates of profit sharing remuneration to employees and directors and whether employee profit sharing remuneration is paid by stock or cash, shall be made by a resolution of the board of directors with the attendance of two-thirds of the directors and the approval of a

majority of the directors present, and reported to the shareholders’ meeting. Employee profit sharing remuneration in the form of stock or cash may be granted to employees of companies controlled by the Group or subordinate companies who meet certain criteria, which are authorized to be set by the board of directors. The aforementioned profit sharing remuneration to directors may be made in cash only. Article 19 The Company's earnings distribution or loss make-up is made after the end of each semi-fiscal year. If there is any surplus in earnings after the semi-fiscal year accounting close, the Company shall first pay tax, make up for the accumulated loss and then set aside 10% as legal reserve. However, if the accumulated legal reserve has reached the Company's paid-in capital, no more legal reserve should be provided for, and the remainder may be appropriated or reversed as a special reserve in accordance with the law or the regulations of the competent authorities. If there is still a surplus, the remainder shall be added to the accumulated undistributed earnings of the previous semi-fiscal year and the board of directors shall prepare an earnings distribution proposal. If the distribution is made by issuing new shares, the distribution shall be approved by the shareholders' meeting; if the distribution is made by cash, the distribution shall be approved by the board of directors.

If the Company has any surplus in earnings after the annual accounting close, the Company shall first pay tax, make up for the accumulated loss of previous years and then set aside 10% as legal reserve. However, if the legal reserve balance has reached the Company's paid-in capital, no more legal reserve should be provided for, and the remainder may be appropriated or reversed as a special reserve in accordance with the law or the regulations of the competent authorities. If there is still a surplus, the remainder shall be added to the accumulated undistributed earnings and the board of directors shall prepare an earnings distribution proposal. If the distribution is made by issuing new shares, the distribution shall be approved by the shareholders' meeting; The Company may, in accordance with the provisions of the Company Act, authorize the distributable dividends and bonuses or legal reserve and capital surplus as provided in Article 241, paragraph 1 of the Company Act in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition, thereto a report of such distribution shall be submitted to the shareholders’ meeting.

The Company is in a growth stage and its dividend policy is based on the different stages of Company's business development, profitability, mediumand long-term financial capital budget planning, and shareholders' interests, and other factors. Dividends are paid in the form of stock dividends or cash dividends as appropriate. No less than 20% of the available-for-distribution earnings is appropriated annually as stockholders' dividends, of which no less than 20% of the total dividends should be in cash.

Chapter VII Supplementary Provisions Article 20 All matters not provided for in the Articles of Incorporation shall be governed by the Company Act and relevant laws and regulations.

Article 21 The Articles of Incorporation was established on January 12, 2000. The 1st amendment was made on August 14, 2001. The 2nd amendment was made on August 25, 2008.

The 3rd amendment was made on October 12, 2009. The 4th amendment was made on November 22, 2011. The 5th amendment was made on February 6, 2012. The 6th amendment was made on April 2, 2012. The 7th amendment was made on April 2, 2012. The 8th amendment was made on May 30, 2012. The 9th amendment was made on January 17, 2013. The 10th amendment was made on March 15, 2013. The 11th amendment was made on September 6, 2013. The 12th amendment was made on November 8, 2013. The 13th amendment was made on February 5, 2014. The 14th amendment was made on June 30, 2014. The 15th amendment was made on June 29, 2015. The 16th amendment was made on June 16, 2016. The 17th amendment was made on June 29, 2017. The 18th amendment was made on June 3, 2019. The 19th amendment was made on June 24, 2020. The 20th amendment was made on June 15, 2022.

Appendix II

Bafang Yunji International Co., Ltd. Rules of Procedure for Shareholders’ Meetings

Article 1 The Rules are established for compliance and for the purpose of establishing a good governance system for the Company's shareholders' meetings, improving the supervisory function and strengthening the management function. Article 2 The rules of procedure for shareholders' meetings of the Company shall be in accordance with the Rules unless otherwise provided by law or the Articles of Incorporation.

Article 3 Convening and notice of shareholders' meetings The Company’s shareholders’ meeting shall, unless otherwise provided for in law, be convened by the board of directors.

The Company shall send to the Market Observation Post System (MOPS) the notice of the shareholders' meeting, the proxy form, and the agenda and explanatory materials for each motion for adoption, discussion, and election or dismissal of directors 30 days prior to the regular shareholders' meeting or 15 days prior to the extraordinary shareholders' meeting. The Company shall send the shareholders' meeting handbook and supplementary information to the Market Observation Post System (MOPS) as electronic files no later than 21 days before the regular shareholders' meeting or 15 days before the extraordinary shareholders' meeting. 15 days prior to the shareholders' meeting, the shareholders' meeting handbook and supplementary information shall be made available to the shareholders at any time and shall be displayed at the Company and the professional stock affairs agency appointed by the Company, and shall be distributed at the shareholders' meeting. The cause(s) or subject(s) of a shareholders’ meeting to be convened shall be indicated in the individual notice to be given to shareholders and public announcement; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining prior consent from the recipient(s) thereof.

Matters pertaining to election or discharge of directors and alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Article 185, Paragraph I, of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extempore motions. The causes and subjects of the shareholders' meeting have stated the full reelection of directors and the date of their appointment. After the completion of the re-election at such shareholders' meeting, the date of their appointment shall not be changed by way of an extempore motion or otherwise at the same meeting.

Shareholders holding at least one percent of the total number of issued shares

may propose a motion to the Company for a regular shareholders' meeting. Any proposal with more than one motion shall not be included in the agenda. In addition, the board of directors must not include the motion proposed by the shareholder under any of the circumstances set forth in Article 172-1, Paragraph IV of the Company Act. Shareholders may submit proposals to urge the Company to promote public interests or fulfill its social responsibilities. In terms of procedures, the number of items in the proposals should be limited to one in accordance with the relevant provisions of Article 172-1 of the Company Act. Any proposal with more than one item shall not be included in the meeting agenda.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the Company shall give a public notice announcing acceptance of the proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten days.

Article 4 Proxy to attend shareholders' meetings and authorization A shareholder may appoint a proxy printed and issued by the Company to attend a shareholders’ meeting on his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the Company no later than 5 days prior to the meeting date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previously written proxy is made in the proxy, which comes later. After the service of the power of attorney of a proxy to the Company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission, a proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue. Otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Article 5 Principles for the location and time of shareholders' meetings The location for a shareholders’ meeting should be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Independent directors' opinions on the meeting location and time shall also be fully considered. The Company shall not be restricted from holding a video shareholders' meeting at the location as described above.

Article 6 Preparation of signature books and other documents The time during which shareholder attendance registrations will be accepted should be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted should be clearly marked and a sufficient number of suitable personnel should be assigned to handle the

registrations.

Shareholders or their proxies (hereinafter referred to as the shareholders) should present attendance cards, sign-in cards, or other attendance certificates to attend a shareholders' meeting. The Company must not arbitrarily add requirements for other documents from the shareholders in support of their eligibility to attend. Solicitors seeking proxy forms should also bring identification documents for verification.

The Company shall furnish a signature book for the attending shareholders to sign in, or the attending shareholders shall submit a sign-in card to sign in on their behalf.

The Company should furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker slips, voting ballots, and other meeting materials. Where there is an election of directors, election ballots should also be furnished.

When a shareholder is a government or a corporation, the number of representatives to attend the shareholders' meeting is not limited to one. When a juristic person is entrusted to attend a shareholders' meeting, only one representative can be appointed to attend.

Article 7 Chair and attendees at shareholders' meetings If a shareholders' meeting is convened by the board of directors, the chairperson of the board shall chair the meeting. When the chairperson is on leave or for any reason unable to exercise the powers of office, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

When a director serves as chair, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a corporate director that serves as chair.

For the shareholders’ meeting convened by the board of directors, the chairperson of the board should preside in person, and a majority of the directors (including at least one independent director) and at least one representative of various functional committees should attend, and the attendance should be recorded in the shareholders' meeting minutes. If a shareholders’ meeting is convened by someone with the convening right but other than the board of directors, the convening person shall chair the meeting and if there are more than two such persons, one of them shall be elected as the chair of the meeting. The Company may appoint lawyers, CPA, or related personnel to attend the shareholders’ meeting. Article 8 Audio or video recordings of shareholders' meetings as evidence After the public offering of the Company’s shares, the Company, beginning from the time it accepts shareholder attendance registrations, should make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting processes. The recorded materials of the preceding paragraph should be kept for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company

Act, the minutes of the shareholders' meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

Article 9 Calculation of the number of shares attending and convening the shareholders’ meeting Attendance in a shareholders' meeting should be calculated based on the number of shares. The number of shares in attendance shall be calculated based on the shares indicated by the signature book or sign-in cards handed in and the video conference platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair should call the meeting to order at the scheduled meeting time, and at the same time, announce the number of shares with no voting rights and the number of shares present, etc.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement. No more than two such postponements may be made for a combined total of no more than one hour. When there are still insufficiently attending shareholders representing more than one-third of the total issued shares after two postponements, the chair shall announce the meeting to be aborted. If the meeting is held by video conference, the Company shall also announce the meeting to be aborted on the video conference platform of the shareholders' meeting.

When there are still insufficiently attending shareholders representing more than one-third of the total issued shares after two postponements, a tentative resolution may be adopted in accordance with Article 175, Paragraph 1 of the Company Act and all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. If the shareholders' meeting is held by video conference, the shareholders who wish to attend the meeting by video conference shall re-register with the Company in accordance with Article 16.

Before the conclusion of the meeting, if the attending shareholders represent a majority of the total number of issued shares, the chair may submit a tentative resolution for voting by the shareholders' meeting in accordance with Article 174 of the Company Act.

Article 10 Motion discussion

If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting should proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

If a shareholders’ meeting is convened by someone with the convening right but other than the board of directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

The chair must not declare the meeting adjourned before the conclusion of the meeting agenda of the preceding two paragraphs (including extempore motions) except by a resolution of the shareholders' meeting. However, if the chair violates the rules of procedure and adjourns the meeting, a majority of the shareholders present may vote to elect a chair to continue the meeting. The chair shall give sufficient explanation and opportunity to discuss the

proposals and any amendments or extempore motions proposed by the shareholders, and when he/she is of the opinion that the motion is ready to be voted on, he/she may declare that the discussion is closed and put it to the vote. Article 11 Shareholders' speech When speaking, an attending shareholder shall specify on a speaker's slip the subject of the speech, shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal and each speech shall not last for more than 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. When a corporate shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond. If the shareholders' meeting is convened by video conference, shareholders participating by video conference may ask questions by text on the video conference platform after the meeting chair calls the meeting to order and before the meeting is adjourned, and the number of questions shall not exceed two for each motion, and each time shall be limited to 200 words, and the provisions of Article 1 to Article 5 shall not apply.

Article 12 Calculation of voting shares and recusal system Voting in a shareholders' meeting should be calculated based on the number of shares. The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders.

A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the Company, shall not vote nor exercise the voting right on behalf of another shareholder. The number of shares for which voting rights are not allowed to be exercised in the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. Except for trust enterprises or stock agencies approved by the competent authority, when a person acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company. Otherwise, the portion of excessive voting power shall not be counted.

Article 13 Voting on motions A shareholder shall have one voting right per share, except when the shares are restricted shares or have no voting rights under Article 179, Paragraph 2 of the Company Act.

When the Company holds a shareholders’ meeting, it shall allow the exercise of voting rights by electronic means or by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise should be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means shall be deemed to have attended the meeting in person. But his or her rights shall be considered abstained with respect to the extempore motions and amendments to original proposals of that meeting.

In case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission, as mentioned in the preceding paragraph, his/her/its declaration of intention shall be served to the Company two days prior to the scheduled meeting date of the shareholders' meeting, whereas if two or more declarations of the same intention are served to the Company, the first declaration of such intention received shall prevail; unless an explicit statement to revoke the previous declaration is made in the declaration which comes later.

In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission intends to attend the shareholders' meeting in person, he/she/it shall, two days prior to the meeting date of the scheduled shareholders' meeting at the latest and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention made in exercising the voting power under the preceding Paragraph Two. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting on his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail.

Unless otherwise required by the Company Act and by the Company's Article of Incorporation, the approval of a proposal shall require an affirmative vote of a majority of the voting rights of the attending shareholders. During voting, if the chair solicits and receives no dissents, the motion is deemed passed, with equivalent force as a resolution by vote. The outcome of a vote at the audit committee meeting shall be reported on the spot and be recorded accordingly. At the time of voting, the chair or the person designated by the chair should first announce the total number of voting rights of the attending shareholders for each proposal, then the shareholders shall vote on each proposal. On the same day after the meeting, the results of shareholders’ approvals, disapprovals and abstentions, shall be entered into the Market Observation Post System. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to voting. When any one among them is approved, the other proposals will then be deemed rejected, and no further voting shall be required.

Monitoring and counting personnel for voting on a proposal shall be appointed

		by the chair, but all monitoring personnel should be shareholders.
		Vote counting for shareholders' meeting proposals or elections should be
		conducted in a public place during the shareholders' meeting. Immediately
		after vote counting has been completed, the results of the voting, including the
		statistics of the number of rights, shall be announced on the spot in the
		meeting, and recorded.
Article	14	Election matters
		In the event of an election of directors in a shareholders' meeting, the election
		results, including the list of elected directors and the number of their elected
		rights, should be announced on the spot in accordance with the relevant
		election regulations established by the Company.
		The election ballots for the aforementioned election shall be sealed and signed
		by the vote monitoring personnel and kept in a safe place for at least one year.
		However, if a lawsuit has been instituted by any shareholder in accordance
		with the provisions of Article 189 of the Company Act, the minutes of the
		shareholders' meeting involved shall be kept by the Company until the legal
		proceedings of the foregoing lawsuit have been concluded.
Article	15	Meeting minutes and signatures
		Resolutions adopted at a shareholders' meeting shall be recorded in the minutes
		of the meeting, which shall be affixed with the signature or seal of the
		chairman of the meeting and shall be distributed to all shareholders of the
		Company within twenty (20) days after the close of the meeting. The
		preparation and distribution of the minutes of shareholders' meetings may be
		effected by means of electronic transmission.
		After the public offering of the Company’s shares, the distribution of the
		aforementioned resolutions can be entered into the Market Observation Post
		System to be publicly announced.
		The minutes of meetings should correctly record the year, month, day, venue,
		name of the chair, voting method, the essentials of the proceedings and the
		voting results (including the statistical weights). If there is an election of
		directors, the votes received by each nominee shall also be disclosed. The
		minutes are to be kept permanently during the Company's existence.
		The method of the preceding resolution shall be recorded as "approved by the
		chair after consultation with all shareholders present without dissent" if the
		shareholders do not object to the resolution after consultation by the chair;
		however, if the shareholders object to the resolution, the method of voting and
		the number and proportion of votes in favor shall be stated.
Article	16	External announcement
		On the day of a shareholders' meeting, the Company should compile in the
		prescribed format a statistical statement of the number of shares obtained by
		solicitors and the number of shares represented by proxies, and shall make an
		express disclosure in the shareholders' meeting.
		After the public offering of the Company’s shares, if a resolution in a
		shareholders' meeting constitutes material information required by relevant
		laws or regulations or by Taiwan Stock Exchange (Taipei Exchange), the
		Company should transmit the content of such resolution to the Market
		Observation Post System within the prescribed time period.

Article	17	The personnel administering the shareholders' meeting should wear
		identification cards or armbands.
		The chair may direct proctors or security personnel to help maintain order in
		the meeting place. Proctors or security officers, when helping maintain order at
		the scene, should wear armbands or identification cards with the word
		“Proctor”.
		If the meeting place is equipped with sound-amplifying equipment, the chair
		may stop any shareholders from speaking unless they are using the equipment
		set up by the Company.
		When a shareholder violates the rules of procedure, disobeys the chair's
		correction, or obstructs the proceedings and refuses to follow the call to stop,
		the chair may direct proctors or security personnel to escort the shareholder out
		of the meeting.
Article	18	Rest and resumption of the meeting
		When a meeting is in progress, the chair may announce a break based on time
		considerations. If a force majeure event occurs, the chair may rule the meeting
		temporarily suspended and announce a time when, in view of the
		circumstances, the meeting will be resumed. If the meeting place cannot be
		further used and not all of the items (including extempore motions) on the
		meeting agenda have been addressed, the shareholders' meeting may ratify a
		resolution to resume the meeting at another place. The shareholders' meeting
		may, in accordance with the provisions of Article 182 of the Company Act, be
		resolved to be postponed or resumed within five days.
Article	19	Disclosure of Information for Video Conference
		If a shareholders' meeting is held by video conference, the Company shall
		disclose the voting results of each motion and election results on the video
		conference platform of the shareholders' meeting immediately after the close of
		voting in accordance with the regulations, and shall continue to do so for at
		least fifteen minutes after the chair announces the adjournment of the meeting.
Article	20	Handling of Disconnection
		If a shareholders' meeting is convened by video conference, the chair shall, at
		the time of calling the meeting to order, separately announce, except for the
		circumstances specified in Article 44-20-4 of the Regulations Governing the
		Administration of Shareholder Services of Public Companies that do not
		require the adjournment or resumption of the meeting. If, before the chair
		announces the adjournment of the meeting, there is an obstacle to participation
		on the video conference platform or by video means that lasts for more than 30
		minutes due to a natural disaster, an event or other force majeure, the meeting
		shall be adjourned and resumed within five days. The provisions of Article 182
		of the Company Act shall not apply.
Article	21	The Rules shall be effective upon approval by the shareholders' meeting and
		the same applies to amendments.
		The Rules were established on March 15, 2013.
		The 1st amendment was made on June 29, 2017.
		The 2nd amendment was made on June 24, 2020.

The 3rd amendment was made on July 20, 2021. The 4th amendment was made on June 15, 2022.

Appendix III

Bafang Yunji International Co., Ltd. Shareholding of All Directors

The total number of issued shares of the Company is 66,494,796 shares.
The minimum number of shares required by law to be held by all directors is 5,319,583 shares (66,494,79610%80%).
The Company has an Audit Committee, so there are no supervisors holding any shares. 4. As of April 15, 2024, the stock transfer suspension date for the shareholders' meeting, all directors of the Company had the following shareholding status as recorded in the shareholder roster: (the criteria for the number of shares required by Article 26 of the Securities and Exchange Act have been met)

==> picture [427 x 306] intentionally omitted <==

----- Start of picture text -----

Shareholding
Status Name
Shareholding
Number of shares
percentage (%)
Chairperson Lin, Hsin-Yi 3,183,628 4.79%
Vice Fuyu Investment Co., Ltd
chairperson Representative: 10,802,966 16.25%
Lin, Ming-Che
Director
Lin, Chia-Yu 5,105,963 7.68%
Director
Chang, Jui-Lien 600,200 0.90%
Director Kao, Hsiu-Ying 206,000 0.31%
Independent
Chiu, Shih-Fang 0 0%
director
Independent
Jao, Shih-Chen 0 0%
director
Independent
Wu, Sheng-Chi 0 0%
director
Independent
Hsiao, Yu-Chun 0 0%
director
Total of all directors 19,898,757 29.93%
----- End of picture text -----

AI assistant

Bafang — AGM Information 2024

52194_rns_2024-06-28_2c186dfa-9e2c-4c42-8f82-ff2be2907d57.pdf

BAFANG YUNJI INTERNATIONAL CO., LTD.

2024 General Shareholders’ Meeting Handbook (Translation)

Handbook

Table of Contents

Bafang Yunji International Co., Ltd.

Procedure for the 2024 general shareholders’ meeting

Bafang Yunji International Co., Ltd.

Agenda for the 2024 general shareholders’ meeting

Report Items

[Item 1] Proposed by the Board

[Item 2] Proposed by the Board

[Item 3] Proposed by the Board

[Item 4] Proposed by the Board

Proposals

[Item 1] Proposed by the Board

Extemporary Motions

Adjournment

Attachment I

Bafang Yunji International Co., Ltd. 2023 Business Report

Attachment II

Bafang Yunji International Co., Ltd. Audit committee’s Review Report

Attachment III

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Authenticity of sales revenues from shipments to specific customers

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

Bafang Yunji International Co., Ltd. and subsidiaries Consolidated Balance Sheets December 31, 2023 and 2022

Bafang Yunji International Co., Ltd. and subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2023 and 2022

(Continued from previous page)

Bafang Yunji International Co., Ltd. and subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2023 and 2022

Bafang Yunji International Co., Ltd. and subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2023 and 2022

(Continued from previous page)

(Continued from previous page)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key audit matters

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

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Bafang Yunji International Co., Ltd. Parent Company Only Balance Sheets December 31, 2023 and 2022

Unit: In thousands of NT$

Bafang Yunji International Co., Ltd. Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2023 and 2022

(Continued from previous page)

Bafang Yunji International Co., Ltd. Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2023 and 2022

Bafang Yunji International Co., Ltd. Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2023 and 2022

(Continued from previous page)

Appendix I

Bafang Yunji International Co., Ltd. Articles of Incorporation

Appendix II

Bafang Yunji International Co., Ltd. Rules of Procedure for Shareholders’ Meetings

Appendix III

Bafang Yunji International Co., Ltd. Shareholding of All Directors

More from Bafang

Bafang AGM Information 2024