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CHUN YU AGM Information 2023

Jun 6, 2023

51943_rns_2023-06-06_f74b0d18-ce0f-4695-92cd-f3ecd29e319d.pdf

AGM Information

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Chun Yu Works & Co., Ltd. CHUN YU WORKS & CO.,LTD

Year 2023 shareholders’regular meeting Meeting Agenda Handbook

Venue for the Meeting : No. 169, Xinle St., Gangshan Dist., Kaohsiung City, R.O.C Time scheduled for the meeting : May 26, 2023, at 9:00 a.m. Means: Physical Shareholders’ Meeting

Table of Contents

I. Procedures for the meeting …………………………………………………………1 II. Agenda for the shareholders' regular meeting …………………………………...2 (I) Reported matters…………………………………………………………………..3 (II) Acknowledged matters…………………………………………………………...8 (III) Extempore Motions……………………………………………………………...8 (IV) Adjournment of the meeting…………………………………………………….8 III. Attachments (I) Disposition of net income…………………………………………………………9 (II) Certified public accountants’ Audit Report and Financial Statement…………..10 IV. Appendices (I) Articles of Incorporation…………………………………………………………34 (II) Shareholders’ Meeting Procedure Rules………………………………………..44 (III) Facts of shareholding by directors……………………………………………..57

CHUN YU WORKS & CO., LTD.

Chun Yu Works & Co., Ltd. Procedures for Year 2023 shareholders’ regular meeting

I. Call the meeting to order

II. Opening speech by the chairperson

III. Reported matters

IV. Acknowledged matters

V. Extempore motions

VI. Adjournment of the meeting

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CHUN YU WORKS & CO., LTD.

Chun Yu Works & Co., Ltd. Agenda for Year 2023 shareholders’ regular meeting

Time scheduled for the meeting:May 26, 2023, at 9:00 a.m.

Venue for the Meeting:No. 169, Xinle St., Gangshan Dist., Kaohsiung City, R.O.C Procedures for the meeting:

  • I. Call the meeting to order

  • II. Opening speech by the chairperson

  • III. Reported matters:

  • (I) Report on the Operations of 2022

  • (II) Report on audit committee's review report of 2022

  • (III) Report on compensation for employees and remuneration for directors of 2022

  • (IV) Report on the endorsements and guarantees tendered in 2022

  • (V) Report on the cash dividends for distribution of 2022 profits

  • IV. Acknowledged matters:

  • (I) To approve 2022 Business Report and Financial Statements

  • (II) To approve the proposal for distribution of 2022 profits

  • V. Extempore motions

  • VI. Adjournment of the meeting

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CHUN YU WORKS & CO., LTD.

Reported matters

I. Report on the Operations of 2022

Under the diminishing impact of COVID-19 in the first half of 2022, economic activities in most countries resumed. Sluggish consumption under the pandemic also began to rebound. Under these circumstances, customers are tending to refill their inventory that significantly pushed up the demand for steels in general. Accordingly, global steel prices surged. Chun Yu also benefited. The quantitative easing policy practiced by most countries during the pandemic era allowed for the sizable injection of capital into the market. The outbreak of war between Russia and Ukraine triggered acute inflation all at once. The central banks of many countries appealed to rising interest rates at significant levels and tight monetary policy in an attempt to suppress transactions in the market. The result was a sudden economic cool down that weakened the demand at the consumer end. The prolonged and unanticipated quarantine policy of China for the control of the pandemic discouraged the performance of Chun Yu in 2022.

The economic situation in 2023 is still uncertain. However, tight monetary policy has evaluated that inflation appears to be slowing down. Chun Yu will continue bolstering its management and focus on construction use fasteners, and will upgrade the quality of its dashing products, replace obsolete equipment, and remove bottlenecks to production capacity. In addition, Chun Yu will also spare no effort in launching energy savings and carbon reduction, as well as enhancing its core competence for a larger share of the market.

(I) Performance in production and marketing:

In the Year 2022, our Company's consolidated operating revenue came to NT$11,049,641,000, a decrease by 6.44% from NT$11,810,242,000 in 2021. In terms of consolidated gross profit, in the Year 2022, it came to NT$1,802,493,000, down by 12.75% as compared with NT$2,065,823,000 in 2021. In addition, the Company's consolidated net profit after tax came to NT$663,116,000 in 2022, a decrease by 24.14% when compared with NT$874,177,000 in 2021.

(II) Implementation of budget:

Here at the Company, we did not work out a financial forecast for the Year 2022.

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CHUN YU WORKS & CO., LTD.

(III)Analyses into the capability in financial revenues and expenditures:

Expressed in Thousand NT Dollars

Items Items Year 2022 Year 2021 Annual
increase/decrease
rate
Operating revenues 11,049,641 11,810,242 -6.44
Net profit before tax 881,201 1,119,072 -21.26
Net profit after tax 663,116 874,177 -24.14
The net profit is
attributable to:
The Proprietor of
the parent
company
537,503 744,730 -27.83
Non-controlled
equity
125,613 129,447 -2.96

(IV)Analysis of profitability:

(IV)Analysis ofprofitability:
Items Year 2022 Year 2021
Asset return rate (%) 6.01 8.13
Return rate on shareholder’s equity (%) 13.08 19.87
Percentage of net profit before tax to the paid-in capital (%) 29.16 38.89
Net profit rate (%) 6 7.40
Earnings per share (EPS) (NT$) 1.93 2.68

(V) Performance in research & development:

In fiscal 2022, we spent $66,419 thousand on research and development, mainly to continue to refine technology, develop new products, and research and develop new processes and applied materials to reduce production costs for each product. In addition, in alignment with the international trend of environmental protection and the net zero carbon emission policy, the Company made energy saving, carbon reduction and regenerated energy the material topics for assessment., in order to implement ESG in practice.

Looking forward toward the future, we shall, continue as always, to cultivate the European , Japan markets and take advantage of the Indonesian Lion as the springboard into The Association of Southeast Asian Nations, (ASEAN) region.

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CHUN YU WORKS & CO., LTD.

Meanwhile, we shall take two strongholds at Dongguan and Shanghai to integrate the entire markets of Mainland China and further up to the entire world. Also, Chun Yu (USA) will be the strategic focus of the group in the development of sale channels in America. We continue to integrate our internal resources, adopt international division of labor to improve our management efficiency and production efficiency and effectiveness. At the same time, in line with the steel development strategy of Taiwan Steel Group, we will adjust the positioning of the Company to maximize the combined effect of production and sales to realize the vision of "World-class construction fastener manufacturer", and create an everlasting brand image for another century.

Chairman: Chen, Chi-Tai General Manager:Chou, Bo-Wei Accounting Head:Su, Hsien-Ming

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CHUN YU WORKS & CO., LTD.

II. Report on audit committee's review report of 2022

Audit Committee Review Report

The Board of Directors have prepared the Business Report, Financial Statements (including consolidated and separate financial statements), and the proposal for the distribution of earnings for the year 2022. The said financial statements have been audited by PwC Taiwan with the issuance of Auditors’ Report. We have reviewed the said Business Report, Financial Statements, and Proposal for the Distribution of Earnings, which are appropriately prepared. We hereby present this report in accordance with the Securities and Exchange Act for your attention.

Chun Yu Works & Co., Ltd.

Convener of Audit Committee:Chien, Chin-Chen

March 09, 2023

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CHUN YU WORKS & CO., LTD.

III. Report on compensation for employees and remuneration for directors of 2022

(I) Descriptions:

  1. The Company duly distributed remuneration to directors and employees in the Year 2022 exactly in accordance with Article 39 of the Articles of Incorporation.

  2. In the Year 2022, the remuneration to employees amounted to NT$13,100,000 , accounting for 2% of the profits earned in that year. The remuneration to directors amounted to NT$13,100,000 accounting for 2% of the profits earned in that year. The remunerations were granted in cash in all cases.

  3. The aforementioned amounts of remunerations to directors and employees show no discrepancy at all from the amounts estimated for that year.

IV. Report on the endorsements and guarantees tendered in 2022

  • (I) Descriptions:

All endorsements/guarantees had been granted by the Company purely to meet the business needs and to facilitate finance. The amounts granted for bank loans aiming at the overseas investments were in the amounts as enumerated below:

Targets of
endorsements/guarantees
Credit lines of
endorsements/guarantees
Equivalent amount
in New Taiwan
Dollars
Amounts
substantially
disbursed
(NTD)
Chun Yu (Dongguan) Co., Ltd. USD 20,000,000 614,200,000 319,725,000
Total USD 20,000,000 614,200,000 319,725,000

V. Report on the cash dividends for distribution of 2022 profits

  • (I) Descriptions:

  • The Table for Distribution of Earnings for the Year 2022 had been duly passed by the Board of Directors with its resolution. Please refer to the present Handbook on Appendix I for details.

  • The cash dividends NT$151,081,350 for the first half of 2022 (With NT$0.5 distributed per share). The cash dividend was already duly passed in the Board of Directors in the meeting convened on November 10, 2022 and distributed on December 29, 2022.

  • The cash dividends NT$302,162,700 for the second half of 2022 (With NT$1 distributed per share). The cash dividend was already duly passed in the Board of Directors in the meeting convened on March 09, 2023.

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CHUN YU WORKS & CO., LTD.

Acknowledged matters

Motion No. IProposed by the Board of Directors

Subject:The 2022 Business Report and Financial Statements

Descriptions:

  1. The Company's financial statement of the Year 2022 had been duly audited by Certified Public Accountants Lin Tzu-Yu and Tien, Chung-Yu of PWC Taiwan. For the Certified Public Accountants’ audit report and the said financial statement, please refer to the present Handbook on Appendix II.

  2. The aforementioned documents along with the Company's business reports were duly passed by the Board of Directors through its resolution on March 09, 2023 for which the Audit Committee further issued the Audit Report.

  3. Your acknowledgment shall be very much appreciated. Decision resolved:

Motion No. IIProposed by the Board of Directors

Subject:The proposal for distribution of 2022 profits.

Descriptions:

  1. The Table for Distribution of Earnings for the Year 2022 had been duly resolved by the Board of Directors. Please refer to the present Handbook on Appendix I.

  2. Your acknowledgment shall be very much appreciated. Decision resolved:

Extempore motions

Adjournment of the meeting

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CHUN YU WORKS & CO., LTD.

Chun Yu Works & Co., Ltd.
Table of distribution of earnings in Year 2022
Unappropriated retained earnings at beginning of the term
Add:The actuarial gains and losses of the determined welfare benefit
plan for the current period are included in the retained surplus (A)
Add:The actuarial gains and losses of Financial assets at fair value
through other comprehensive income are included in the retained surplus
(B)
Post-adjustment unappropriated retained earnings
Add:Net profit after tax of Year 2022 (C)
Less:Legal reserve duly amortized ((A+B+C)*10%)
Earnings distributable this term
Items of distribution
Dividends paid to shareholders – Cash dividends (0.5/share)
(The first half of 2022)
Dividends paid to shareholders – Cash dividends (1/share)
(The second half of 2022)
Sub-total
Unappropriated retained earnings at end of the term
Appendix I
Expressed in NTD
185,058,160
27,919,515
84,867,929
297,845,244
537,503,029
(65,029,011)
770,319,262
(151,081,350)
(302,162,700)
(453,244,050)
317,075,212

Chairman:Chen, Chi-Tai General Manager:Chou, Bo-Wei Accounting Head:Su, Hsien-Ming

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CHUN YU WORKS & CO., LTD.

Appendix II

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Chun Yu Works & Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of Chun Yu Works & Co., Ltd. and subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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. Based on our audits and reports of other auditors, 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 Group’s 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

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CHUN YU WORKS & CO., LTD.

Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:

Cut-off of revenue from export sales

Description

Refer to Note 4(29) for accounting policy on revenue recognition and Note 6(21) for details of operating revenue.

The Group derives its revenues from the sales of screws, nuts, wire rods and fastener forming machines, etc., and revenues from export sales account for a high percentage of total revenue. Export sales are recognized as revenues when control of the goods has been transferred according to the terms specified in the contracts. The revenue recognition requires that the products are delivered to the customer, the customer has full discretion over the products, and there is no unfulfilled obligation that could affect the customer’s acceptance over the products, but delivery time may vary for each sales transaction. The determination as to when products are transferred to customers involves manual process and judgement. Given that there is a risk of material misstatement from improper revenue recognition for transactions that occur near the balance sheet date and the transaction amounts are usually material to the financial statements, we considered the cut-off of revenue from export sales a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained an understanding and assessed the accounting policies of revenue recognition on export sales.

  2. Obtained an understanding and assessed the internal controls over revenue recognition on export sales, and tested the effectiveness of internal controls including the delivery process and the timing of revenue recognition.

  3. Performed cut-off tests on export sales transactions that took place during a certain period before and after the balance sheet date to ascertain whether sales revenues were recognized when control of goods has been transferred to the customer and revenues were recorded in the proper period.

Valuation of inventories

Description

Refer to Note 4(10) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(4) for details of inventories. As of December 31, 2022, the inventories and allowance for inventory valuation losses amounted NT$4,186,817 thousand and NT$189,229 thousand, respectively.

The Group is primarily engaged in the manufacture and sales of screws, nuts, wire rods and fastener forming machines, etc. Due to the market demand, technology innovation and other factors, there is a risk of inventories losing value or becoming obsolete. The inventories are measured at the lower of cost and net realisable value. For inventory over a certain age and individually identified as obsolete or slowmoving, the net realisable values are determined by management based on periodic inventory clearance information. Given that the net realisable value used when assessing the inventories individually

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CHUN YU WORKS & CO., LTD.

identified as obsolete or slow-moving involves subjective judgement, we considered the valuation of inventories a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Assessed the reasonableness of policies and procedures in relation to the provision of allowance for inventory valuation losses based on the accounting principles and our understanding of the nature of the business and the industry.

  2. Obtained an understanding of the warehouse management processes, reviewed the annual physical inventory count plan and participated in the annual inventory count in order to evaluate the effectiveness of procedures used by the management to identify and control obsolete inventories.

  3. Verified the appropriateness of net realisable value used in inventory valuation and the logic used in the inventory aging report to ascertain the adequacy of allowance for inventory valuation losses.

Other matter – Reference to the reports of other auditors

We did not audit the financial statements of consolidated subsidiaries, Chun Yu Works (USA) Inc. and Pt Moon Lion Industries Indonesia, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of the other auditors. Total assets of these subsidiaries amounted to NT$1,777,370 thousand and NT$1,568,012 thousand, constituting 14% and 12% of the consolidated total assets as at December 31, 2022 and 2021, respectively, and the operating revenue amounted to NT$2,190,541 thousand and NT$1,957,518 thousand, constituting 20% and 17% of the consolidated total operating revenue for the years then ended, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with an other matter paragraph on the parent company only financial statements of Chun Yu Works & Co., Ltd. as at and for the years ended December 31, 2022 and 2021.

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 the International Financial Reporting Standards, International Accounting

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CHUN YU WORKS & CO., LTD.

Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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 committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 professional skepticism throughout the audit. We also:

  1. 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.

  2. 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

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CHUN YU WORKS & CO., LTD.

effectiveness of the Group’s internal control.

  1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  3. 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.

  4. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

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CHUN YU WORKS & CO., LTD.

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.

Lin, Tzu-Shu

Independent Accountants

Tien, Chung-Yu

PricewaterhouseCoopers, Taiwan

Republic of China March 9, 2023

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets Notes
6(1)
6(2)
6(3) and 7
6(3) and 7
6(28)
6(4)(7) and 8
6(1) and 8
6(6) and 8
6(1)
6(7)(11), 7 and 8
6(8) and 8
6(9)
6(28)
6(7)(9)
6(3)(10)
6(1) and 8
6(7)
December 31, 2022
AMOUNT
%
$
2,436,550
19
50,411
1
420,299
3
1,665,188
13
6,889
-
2,623
-
3,997,588
32
116,626
1
11,775
-
8,707,949
69
439,249
4
44,100
1
3,055,795
24
137,409
1
7,343
-
154,732
1
23,088
-
21,957
-
3,317
-
-
-
6,780
-
3,893,770
31
$
12,601,719
100
December 31, 2021 December 31, 2021
AMOUNT
$
2,436,550
50,411
420,299
1,665,188
6,889
2,623
3,997,588
116,626
11,775
8,707,949
439,249
44,100
3,055,795
137,409
7,343
154,732
23,088
21,957
3,317
-
6,780
3,893,770
$
12,601,719
AMOUNT
$
1,026,237
51,504
421,653
2,289,839
30,451
10,884
4,474,307
173,463
1,426
8,479,764
628,845
86,915
3,090,561
123,235
7,855
194,220
30,815
18,583
15,222
7,361
8,129
4,211,741
$
12,691,505
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
1220
Current income tax assets
130X
Inventories
1410
Prepayments
1476
Other current financial assets
11XX
Total current assets
Non-current assets
1517
Financial assets at fair value through
other comprehensive income - non-
current
1535
Non-current financial assets at
amortised cost
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for business facilities
1920
Guarantee deposits paid
1930
Long-term notes and accounts
receivable
1980
Other non-current financial assets
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
8
1
3
18
-
-
35
2
-
67
5
1
24
1
-
2
-
-
-
-
-
33
100

(Continued)

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CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(12) and 8
$
780,846
6
$
1,642,371
13
6(21) and 7
470,653
4
407,343
3
7
388
-
3,287
-
558,651
5
1,030,237
8
7
440,435
4
579,731
5
6(28)
45,169
-
75,954
1
6(14)
6,265
-
8,275
-
6(8)
24,728
-
19,252
-
6(15) and 8
16,121
-
22,997
-
2,343,256
19
3,789,447
30
6(13) and 8
4,563,605
36
3,000,000
24
6(15) and 8
22,915
-
601,829
5
6(28)
458,159
4
445,439
3
6(8)
27,534
-
16,197
-
6(16)
116,863
1
170,225
1
457
-
457
-
5,189,533
41
4,234,147
33
7,532,789
60
8,023,594
63
6(17)(19)
3,021,627
24
2,877,740
23
6(13)(18)(19)
477,923
4
222,103
2
6(6)(17)(19)
302,397
2
233,702
2
430,610
3
430,610
3
653,326
5
654,473
5
6(6)(20)
(
331,076) (
2) (
207,956) (
2 )
6(17) and 8
(
267,195) (
2) (
267,195) (
2 )
4,287,612
34
3,943,477
31
4(3)
781,318
6
724,434
6
5,068,930
40
4,667,911
37
9
$
12,601,719
100
$
12,691,505
100
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2280
Current lease liabilities
2320
Long-term liabilities, current portion
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2640
Net defined benefit liabilities - non-
current
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
parent
Share capital
3110
Common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3500
Treasury stocks
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant Contingent Liabilities and
Unrecognized Contract Commitments
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these consolidated financial statements.

- 17 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(21) and 7
$
11,049,641
100
$
11,810,242
100
6(4)(9)(16)(26)(2
7) and 7
(
9,247,148) (
84) (
9,744,419) (
83)
1,802,493
16
2,065,823
17
6(9)(16)(26)(27),
7 and 12
(
357,854) (
3) (
392,798) (
3)
(
516,002) (
5) (
490,374) (
4)
(
66,419)
- (
84,250) (
1)
1,521
-
2,932
-
(
938,754) (
8) (
964,490) (
8)
863,739
8
1,101,333
9
6(3)(10)(22)
15,975
-
15,022
-
6(2)(6)(23) and 7
42,635
-
62,808
1
6(2)(5)(8)(24)
and 12
80,383
1
38,478
-
6(8)(13)(25)
(
121,531) (
1) (
98,569) (
1)
17,462
-
17,739
-
881,201
8
1,119,072
9
6(28)
(
218,085) (
2) (
244,895) (
2)
$
663,116
6
$
874,177
7
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit gains
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

- 18 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
6(16)
$
42,634
- ($
13,309)
6(6)(20)
(
89,882) (
1) (
15,597)
6(28)
(
8,476)
-
2,856
58,903
1 (
36,274)
6(28)
(
2,846)
-
594
$
333
- ($
61,730)
$
663,449
6
$
812,447
$
537,503
5
$
744,730
125,613
1
129,447
$
663,116
6
$
874,177
$
527,170
5
$
689,759
136,279
1
122,688
$
663,449
6
$
812,447
6(29)
$
1.93
$
$
1.81
$
Year ended December 31 Year ended December 31
2022 2021
%
Other comprehensive income
(loss)
Components of other
comprehensive income (loss) that
will not be reclassified to profit
or loss
8311
Actuarial losses on defined
benefit plans
8316
Unrealised loss on valuation of
investments in equity
instruments measured at fair
value through other
comprehensive income
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
Components of other
comprehensive income (loss) that
will be reclassified to profit or
loss
8361
Financial statements translation
differences of foreign operations
8399
Aggregated income tax relating
to components of other
comprehensive (loss) income
8300
Total other comprehensive
income (loss) for the year
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Comprehensive income attributable
to:
8710
Owners of the parent
8720
Non-controlling interest
Earnings per share (in dollars)
9750
Basic
9850
Diluted

-

-
-

-
-

-
7
6
1
7
6
1
7
2.68
$ 2.67

The accompanying notes are an integral part of these consolidated financial statements.

- 19 -

CHUN YU WORKS & CO., LTD.

Total equity ��������� ������� ������� ������� �������� �������� ������ ������ ������� ��������� ��������� ������� ��� ������� �������� �������� ������� ������ ������� ���������
Non-controlling interest
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Total ��������� ������� ������� ������� �������� �������� ������ ������ ��������� ��������� ������� ������� ������� �������� �������� ������� ������ ���������
Treasury stocks ��
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CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in thousands of New Taiwan dollars, except as otherwise indicated) Equity attributable to owners of the parent Retained Earnings
Other equity interest
Total Unrealised gains (losses) from financial assets Financial statements
measured at fair
Unappropriated
translation
value through other
retained earnings
differences of foreign
comprehensive
Legal reserve
Special reserve
(accumulated deficit)
operations
income

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Treasury stock transactions
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Share capital - common stock
���������

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���������
Notes 6(6)(20) 6(19) 6(19) 6(17)(18) 6(17)(18) 6(6)(20) 6(19) 6(17)(19) 6(19) 6(6)(20) 6(13)(18) 6(17)(18)
Year ended December 31, 2021 Balance at January 1, 2021 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) Distribution of 2020 net income: Legal reserve Cash dividends Distribution of first half of 2021 net income: Legal reserve Cash dividends Disposal of treasury stocks The Company's dividends received by subsidiaries Decrease in non-controlling interest Balance at December 31, 2021 Year ended December 31, 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income (loss) Distribution of 2021 net income: Legal reserve Cash dividends Stock dividends Distribution of first half of 2022 net income: Legal reserve Cash dividends Disposal of financial assets at fair value through other comprehensive income Issuance of convertible bonds The Company's dividends received by subsidiaries Decrease in non-controlling interest Balance at December 31, 2022

- 20 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Net losses (gains) on financial assets at fair value
through profit or loss

Expected credit gains

Provision (reversal of allowance) for inventory market
price decline

Depreciation

Losses on disposal of property, plant and equipment

Losses (gains) from lease modification

Amortization

Interest income

Dividend income

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss -
current
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Long-term notes and accounts receivable
Changes in operating liabilities
Current contract liabilities
Notes payable
Accounts payable
Other payables
Provisions for liabilities - current
Net defined benefit liabilities - non-current
Cash inflow generated from operations
Interest received
Dividends received
Income tax refund
Interest paid
Income tax paid
Net cash flows from operating activities
YearendedDecember 31
Notes
2022
2021
$
881,201
$
1,119,072
6(24)
18,258
(
5,505 )
12
(
1,521 ) (
2,932 )
6(4)
42,381
(
11,454 )
6(7)(8)(26)
281,744
278,534
6(24)
2,045
3,555
6(8)(24)
182
(
213 )
6(9)(26)
3,784
4,689
6(22)
(
15,975 ) (
15,022 )
6(23)
(
17,827 ) (
22,647 )
6(25)
121,531
98,569
(
13,816 )
55,461
1,338
83,816
629,766
(
628,480 )
23,562
(
16,667 )
418,843
(
1,195,390 )
51,555
(
48,379 )
11,905
35,838
63,310
163,604
(
2,899 )
3,246
(
471,586 )
342,321
(
126,161 )
168,809
(
2,010 )
1,553
(
10,728 ) (
23,737 )
1,888,882
388,641
15,975
15,022
17,827
22,647
-
5,400
(
109,360 ) (
93,751 )
(
199,723 ) (
124,250 )
1,613,601
213,709

(Continued)

- 21 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in other current financial asset
Acquisition of financial assets at fair value through other
comprehensive income - non-current
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Return of capital from financial assets at fair value
through other comprehensive income

Decrease (increase) in non-current financial assets at
amortized cost
Cash paid for acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

Increase in prepayments for business facilities
(Increase) decrease in guarantee deposits paid
Decrease in other non-current financial assets
Decrease (increase) in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings

Decrease in short-term notes and bills payable

Payments of lease liabilities

Increase in ordinary bonds

Increase in convertible bonds

Increase in long-term borrowings

Decrease in long-term borrowings

Decrease in guarantee deposits received

Payments of cash dividends

Disposal of treasury stocks

Cash dividends paid to non-controlling interest

Net cash flows (used in) from financing activities
Effect of foreign exchange rate changes on cash and cash
equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
YearendedDecember 31
Notes
2022
2021
($
10,349 )
$
544
(
1,059 )
-
100,773
-
6(6)
-
141
42,815
(
86,915 )
6(30)
(
181,852 ) (
123,533 )
3,899
2,072
6(9)
(
2,926 ) (
1,663 )
(
25,651 ) (
66,506 )
(
3,374 )
5,887
7,361
8,539
1,807
(
4,445 )
(
68,556 ) (
265,879 )
6(31)
(
861,525 ) (
353,282 )
6(31)
-
(
40,000 )
6(31)
(
25,026 ) (
22,618 )
6(31)
-
3,000,000
6(31)
1,775,874
-
6(31)
27,207
9,309,413
6(31)
(
612,997 ) (
11,145,202 )
6(31)
-
(
107 )
6(30)
(
404,825 ) (
291,096 )
6(17)
-
60,394
4(3)
(
79,395 ) (
45,291 )
(
180,687 )
472,211
45,955
(
24,878 )
1,410,313
395,163
6(1)
1,026,237
631,074
6(1)
$
2,436,550
$
1,026,237

The accompanying notes are an integral part of these consolidated financial statements.

- 22 -

CHUN YU WORKS & CO., LTD.

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Chun Yu Works & Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of Chun Yu Works & Co., Ltd. (the “Company”) as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 parent company only 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. Base on our audits and reports of other auditors. 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 Company’s 2022 parent company only financial statements. 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, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2022 parent company only financial statements are stated as follows:

Cut-off of revenue from export sales

Description

Refer to Note 4(29) for accounting policy on revenue recognition and Note 6(19) for details of operating revenue.

The Company derives its revenues from the sales of screws, nuts and wire rods, etc., and revenues from

- 23 -

CHUN YU WORKS & CO., LTD.

export sales account for a high percentage of total revenue. Export sales are recognized as revenues when control of the goods has been transferred according to the terms specified in the contracts. The revenue recognition requires that the products are delivered to the customer, the customer has full discretion over the products, and there is no unfulfilled obligation that could affect the customer’s acceptance over the products, but delivery time may vary for each sales transaction. The determination as to when products are transferred to customers involves manual process and judgement. Given that there is a risk of material misstatement from improper revenue recognition for transactions that occur near the balance sheet date and the transaction amounts are usually material to the financial statements, we considered the cut-off of revenue from export sales a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained an understanding and assessed the accounting policies on revenue recognition of export sales.

  2. Obtained an understanding and assessed the internal controls over revenue recognition of export sales, and tested the effectiveness of internal controls including the delivery process and the timing of revenue recognition.

  3. Performed cut-off tests on export sales transactions that took place during a certain period before and after the balance sheet date to ascertain whether sales revenues were recognized when control of goods has been transferred to the customer and revenues were recorded in the proper period.

Valuation of inventories

Description

Refer to Note 4(8) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation, and Note 6(4) for details of inventories. As of December 31, 2022, the inventories and allowance for inventory valuation losses amounted NT$1,743,987 thousand and NT$30,852 thousand, respectively.

The Company is primarily engaged in the manufacture and sales of screws, nuts and wire rods, etc. Due to the market demand, technology innovation and other factors, there is a risk of inventories losing value or becoming obsolete. The inventories are measured at the lower of cost and net realisable value. For inventory over a certain age and individually identified as obsolete or slow-moving, the net realisable values are determined by management based on periodic inventory clearance information. Given that the net realisable value used when assessing the inventories individually identified as obsolete or slowmoving involves subjective judgement, we considered the valuation of inventories a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Assessed the reasonableness of policies and procedures in relation to the provision of allowance for inventory valuation losses based on the accounting principles and our understanding of the nature of the business and the industry.

  2. Obtained an understanding of the warehouse management processes, reviewed the annual physical

- 24 -

CHUN YU WORKS & CO., LTD.

inventory count plan and participated in the annual inventory count in order to evaluate the effectiveness of procedures used by the management to identify and control obsolete inventories.

  1. Verified the appropriateness of net realisable value used in inventory valuation and the logic used in the inventory aging report to ascertain the reasonableness of allowance for inventory valuation losses.

Other matter - Reference to the reports of other auditors

We did not audit the financial statements of the investments accounted for using the equity method, Chun Yu Works (USA) Inc. and Pt Moon Lion Industries Indonesia, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates, is based solely on the reports of the other auditors. The balance of these investments accounted for using the equity method amounted to NT$1,005,561 thousand and NT$860,716 thousand, constituting 10% and 9% of the total assets as at December 31, 2022 and 2021, respectively, and the share of profit recognized from subsidiaries, associates and joint ventures accounted for using the equity method amounted to NT$221,788 thousand and NT$264,076 thousand, constituting 42% and 38% of the total comprehensive income for the years then ended, respectively.

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 committee, are responsible for overseeing the Company’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

- 25 -

CHUN YU WORKS & CO., LTD.

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 professional skepticism throughout the audit. We also:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. Obtain sufficient 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 audit. We remain solely responsible for our audit opinion on the parent company only financial statements.

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

- 26 -

CHUN YU WORKS & CO., LTD.

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

Lin, Tzu-Shu

Independent Accountants

Tien, Chung-Yu

PricewaterhouseCoopers, Taiwan

Republic of China

March 9, 2023

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

- 27 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3)
6(3)
6(3) and 7
7
6(26)
5(2) and 6(4)
7
6(5)
6(6) and 7
6(7), 7 and 8
6(8)
6(9) and 8
6(10)
6(26)
6(7) and 7
6(1) and 8
December 31, 2022
AMOUNT
%
$
1,852,311
19
50,253
-
50,634
1
589,249
6
55,625
1
2,043
-
12,069
-
-
-
1,713,135
18
32,277
-
4,357,596
45
242,851
2
3,175,750
33
1,818,677
19
285
-
21,800
-
2,057
-
118,605
1
7,371
-
8,904
-
-
-
681
-
5,396,981
55
$
9,754,577
100
December 31, 2021 December 31, 2021
AMOUNT
$
1,852,311
50,253
50,634
589,249
55,625
2,043
12,069
-
1,713,135
32,277
4,357,596
242,851
3,175,750
1,818,677
285
21,800
2,057
118,605
7,371
8,904
-
681
5,396,981
$
9,754,577
AMOUNT
$
248,232
51,358
103,956
1,098,685
169,307
25,786
8,551
9,741
2,380,772
39,033
4,135,421
377,084
3,047,566
1,850,334
597
22,715
2,731
157,746
9,635
6,557
7,361
681
5,483,007
$
9,618,428
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1210
Other receivables - related parties
1220
Current income tax assets
130X
Inventory
1410
Prepayments
11XX
Total current assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property - net
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for business facilities
1920
Guarantee deposits paid
1980
Other non-current financial assets
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
3
1
1
11
2
-
-
-
25
-
43
4
32
19
-
-
-
2
-
-
-
-
57
100

(Continued)

- 28 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(11)
$
180,225
2
$
932,549
10
6(19)
15,318
-
10,786
-
114,635
1
460,269
5
7
16,098
-
11,666
-
7
215,875
3
307,358
3
6(26)
6,377
-
-
-
6(8)
215
-
526
-
548,743
6
1,723,154
18
6(12) and 8
4,563,605
47
3,000,000
31
6(13) and 8
-
-
590,000
6
6(26)
326,801
3
305,474
3
6(8)
54
-
-
-
6(14)
27,305
-
55,866
1
457
-
457
-
4,918,222
50
3,951,797
41
5,466,965
56
5,674,951
59
6(15)
3,021,627
31
2,877,740
30
6(6)(12)(15)(16)
477,923
5
222,103
2
6(5)(15)(17)
302,397
3
233,702
2
430,610
5
430,610
5
653,326
7
654,473
7
6(5)(6)(18)
(
331,076) (
4) (
207,956) (
2 )
6(15)(16)
(
267,195) (
3) (
267,195) (
3 )
4,287,612
44
3,943,477
41
9
$
9,754,577
100
$
9,618,428
100
Total current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2230
Current income tax liabilities
2280
Current lease liabilities
21XX
Total current Liabilities
Total non-current liabilities
2530
Bonds payable
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2640
Accrued pension liabilities
2645
Guarantee deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3500
Treasury stocks
3XXX
Total equity
Significant Contingent Liabilities and
Unrecognized Contract Commitments
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

- 29 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(19) and 7
$
5,478,958
100
$
5,978,369
100
6(4)(10)(14)(24)(25)
and 7
(
4,917,013) (
90) (
5,286,688) (
89)
561,945
10
691,681
11
6(10)(14)(24)(25), 7
and 12
(
152,523) (
3) (
164,557) (
3)
(
141,257) (
2) (
135,450) (
2)
(
9,424)
-
(
12,810)
-
547
-
(
1,517)
-
(
302,657) (
5) (
314,334) (
5)
259,288
5
377,347
6
6(20)
4,974
-
91
-
6(2)(5)(9)(21) and 7
41,719
1
35,119
1
6(2)(22) and 12
74,840
1
42,754
1
6(8)(23)
(
82,024) (
1) (
58,546) (
1)
6(6)
328,529
6
418,337
7
368,038
7
437,755
8
627,326
12
815,102
14
6(26)
(
89,823) (
2) (
70,372) (
1)
$
537,503
10
$
744,730
13
6(14)
$
22,532
1
($
11,730)
-
6(5)
(
33,460) (
1)
5,384
-
6(6)
(
46,529) (
1) (
21,259)
-
6(26)
(
4,506)
-
2,346
-
6(6)(18)
51,957
1
(
29,712) (
1)
6(18)(26)
(
327)
-
-
-
($
10,333)
-
($
54,971) (
1)
$
527,170
10
$
689,759
12
6(27)
$
1.93
$
2.68
$
1.81
$
2.67
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Expected credit gain (losses)
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of associates and joint
ventures accounted for using equity
method, net
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be reclassified
to profit or loss
8311
Actuarial gain (losses) on defined benefit
plans
8316
Unrealised (losses) gains from
investments in equity instruments
measured at fair value through other
comprehensive income
8330
Share of other comprehensive loss of
associates and joint ventures accounted
for using equity method, components of
other comprehensive income that will not
be reclassified to profit or loss
8349
Income tax related to components of
other comprehensive (loss) gain that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8361
Exchange differences on translation
8399
Aggregated income tax relating to
components of other comprehensive
(loss) income
8300
Total other comprehensive loss for the
year, net of tax
8500
Total comprehensive income for the year
Earnings per share(in dollars)
9750
Basic
9850
Diluted

The accompanying notes are an integral part of these parent company only financial statements.

- 30 -

CHUN CHUN CHUN YU WORKS&CO., LTD. WORKS&CO., LTD. WORKS&CO., LTD. WORKS&CO., LTD. WORKS&CO., LTD. WORKS&CO., LTD. WORKS&CO., LTD. WORKS&CO., LTD.
Amount ���������� ������� ������� ������� �������� �������� ������ ������ ���������� ���������� ������� ������� ������� �������� �������� ������� ������ ����������
CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in thousands of New Taiwan dollars, except as otherwise indicated) Retained Earnings
Other equity interest
Unrealised gains (losses) Financial
from financial
statements
assets measured
translation
at fair value
Capital from
Unappropriated
differences of
through other
Share capital -
retained
retained
foreign
comprehensive
Notes
common stock
rarnings
Legal reserve
Special reserve
earnings
operations
income
Treasury stocks
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The accompanying notes are an integral part of these parent company only financial statements.
Year ended December 31, 2021 Balance at January 1, 2021 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) Distribution of 2020 net income: Legal reserve Cash dividends Distribution of first half of 2021 net income: Legal reserve Cash dividends Disposal of treasury stocks The Company's dividends received by subsidiaries Balance at December 31, 2021 Year ended December 31, 2022 Balance at January 1, 2022 Profit for the year Other comprehensive loss for the year Total comprehensive income Distribution of second half of 2021 net income: Legal reserve Cash dividends Share dividends Distribution of first half of 2022 net income: Legal reserve Cash dividends Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from issuing convertible bonds The Company's dividends received by subsidiaries Balance at December 31, 2022

- 31 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Net loss (gain) on financial assets at fair value
through profit or loss
Expected credit (gains) losses

Allowance for (reversal of ) inventory market price
decline

Share of profit of subsidiaries, associates and joint
ventures accounted for using the equity method

Depreciation

Loss on disposal of property, plant and equipment

Losses from lease modification

Amortization

Interest income

Dividends income

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss -
current
Notes receivable
Accounts receivable
Accounts receivable from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Changes in operating liabilities
Current contract liabilities
Accounts payable
Accounts payable to related parties
Other payables
Net defined benefit liabilities - non-current
Cash inflow (outflow) generated from operations
Interest received
Dividend received
Interest paid
Income tax paid
Net cash flows from (used in) operating activities
YearendedDecember 31
Notes
2022
2021
$
627,326
$
815,102
14,920
(
5,493 )
12
(
547 )
1,517
6(4)
14,906
(
4,323 )
6(6)
(
328,529 ) (
418,337 )
6(7)(8)(9)
113,079
109,869
6(22)
2,735
3,068
6(8)(22)
32
-
6(10)(24)
1,149
1,472
6(20)
(
4,974 ) (
91 )
6(21)
(
15,645 ) (
14,798 )
6(23)
82,024
58,546
(
10,466 )
55,461
53,322
(
52,210 )
509,983
(
628,244 )
113,682
(
74,070 )
23,743
(
17,865 )
(
3,518 ) (
2,949 )
652,731
(
875,938 )
1,474
(
10,292 )
4,532
(
2,916 )
(
345,634 )
345,644
4,432
(
3,011 )
(
83,928 )
123,778
(
6,029 ) (
20 )
1,420,800
(
596,100 )
4,974
91
255,448
133,420
(
71,292 ) (
55,080 )
(
18,070 ) (
5,865 )
1,591,860
(
523,534 )

(Continued)

- 32 -

CHUN YU WORKS & CO., LTD.

CHUN YU WORKS & CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value
through other comprehensive income

Return of capital from financial assets at fair value
through other comprehensive income

Acquisition of investment accounted for using the equity
method-subsidiaries

Cash paid for acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

Increase in prepayments for business facilities
(Increase) decrease in guarantee deposits paid
Decrease in other non-current financial assets
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings

Payments of lease liabilities

Increase in ordinary bonds payable

Increase in convertible bonds payable

Increase in long-term borrowings

Decrease in long-term borrowings

Decrease in guarantee deposits received

Payments of cash dividends

Net cash flows (used in) from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
YearendedDecember 31
Notes
2022
2021
6(5)
$
100,773
$
-
6(5)
-
141
6(6)
-
(
135,040 )
6(28)
(
74,946 ) (
53,694 )
2,000
-
6(10)
(
475 ) (
919 )
(
14,409 ) (
40,195 )
(
2,347 )
1,658
7,361
8,539
17,957
(
219,510 )
6(29)
(
752,324 ) (
61,849 )
6(29)
(
433 ) (
940 )
6(29)
-
3,000,000
6(29)
1,775,874
-
6(29)
-
9,310,000
6(29)
(
590,000 ) (
11,060,000 )
6(29)
-
(
107 )
6(17)
(
438,855 ) (
316,551 )
(
5,738 )
870,553
1,604,079
127,509
6(1)
248,232
120,723
6(1)
$
1,852,311
$
248,232

The accompanying notes are an integral part of these parent company only financial statements.

- 33 -

CHUN YU WORKS & CO., LTD.

Annex I

Chun Yu Works & Co., Ltd. Articles of Incorporation

Chapter I General Provision

Article 1:

The Company is duly incorporated in accordance with the Company Act and bears the title of CHUN YU WORKS & CO., LTD.

Article 2:

The Company is engaged in the following business:

  1. Manufacturing and trading of irons and steels, machines and tools.

  2. Manufacturing and trading of screws, nuts, wood screws, iron nails, sanding rods, sanding disc, annealing wire, spheroidizing steel, structural steel, iron wire, and copper wire.

  3. Thermal processing and acid pickling of iron and steel, and surface treatment of the above two items.

  4. Manufacturing and trading of electronic and electrical appliances.

  5. Manufacturing and trading of parts and components for motor vehicles and bicycles.

  6. Manufacturing, repair and dissembling of surface vessels.

  7. Design, manufacturing and turn-key projects for prevention of pollution and water treatment.

  8. Cleanup and treatment of general solid wastes, industrial solid wastes, and toxic dumps.

  9. Manufacturing and trading of sulfuric acid, oxidized iron and metallic powder injection molding parts (textile machinery, precision machinery, industrial machinery, electronic communication equipment, business machines, parts for motor vehicles, bicycles and medical devices).

  10. F401010 International trade

  11. F107100 Wholesale of basic chemical materials.

  12. All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1:

The Company may act as guarantor in favor of a third party.

Article 3:

The Company is not governed by Article 13 of the Company Act where direct investment is limited to 40% of the paid-in capital. Matters pertinent to direct investment shall be determined by the Board.

- 34 -

CHUN YU WORKS & CO., LTD.

Article 4:

The Company is headquartered in Kaohsiung City, and may establish branch offices in appropriate locations at home and abroad for business needs at the resolution of the Board.

Article 5:

The Company shall make announcement in accordance with Article 28 of the Company Act.

Chapter II Shares of Stock

Article 6:

The Company has stated capital of NT$3,920,696,000 and equality split into 392,069,600 shares at NT$10/share. These shares may be offered in tranches.

The Company may issue Employee Stock Options (ESO) and may reserve 5,000,000 shares of the aforementioned total shares for this purpose.

The Board of Directors is authorized to issue ESO in tranches as dictated by business needs. Employees as referred to in the preceding paragraph shall include the employees of controlled business entities or subsidiaries meeting specific conditions.

These conditions shall be set forth by the Board of Directors under resolution.

Article 6-1:(Deleted)

Article 7:

The Company is not required to print physical share certificates, and if so, the Company shall comply with the Company Act and other applicable laws.

Article 8:

Shareholders or legal representatives shall fill in a specimen seal impression and send the impression cards to the Company for reference filing. Respective shareholders or legal representatives shall, based on the aforementioned impression cards on record, claim for stock dividends, bonus or exercise the rights of shareholders in writing.

Article 9:

In the event of missing or the replacement of the impression cards of shareholders on record of the Company, proceed to the “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by Financial Supervisory Commission.

- 35 -

CHUN YU WORKS & CO., LTD.

Article 10:

“Regulations Governing the Administration of Shareholders Services of Public Companies.” Shareholders shall duly observe the “Regulations Governing the Administration of Shareholders Services of Public Companies” in addition to other applicable legal rules and code governing securities in processing the assignment of shares, pledging the shares under lien, reporting lost securities, succession of securities, offering securities as gifts, and reporting loss of specimen seal impression and requesting for change of impression, changing mailing address, other shareholder services, and the exercising of the rights of shareholders.

Article 11:(Deleted on 2002/06/28).

Article 12: (Deleted on 2002/06/28)

Article 13:

Transaction of shares shall be prohibited in the period of 60 days prior to a scheduled regular session of the General Meeting of Shareholders, a period of 30 days prior to a scheduled special session of the General Meeting of Shareholders, or a period of 5 days prior to the day of stock dividend or bonus payment or any other benefits decided by the Company.

Chapter III General Meeting of Shareholders

Article 14:

The General Meeting of Shareholders may convene in regular session or special session. Regular session shall be convened once a year within 6 months after the end of the fiscal year as required by the law. Special session may be convened at any time where necessary.

Article 14-1:

The Company's shareholders' meetings can be held by means of visual communication network or other methods promulgated by the Ministry of Economic Affairs.

Article 15:

Notice to shareholders for the convention of a regular session shall be made 30 days in advance, and 15 days in advance for special sessions.

Shareholders shall be informed of the year, month, day, place, and the cause of convention.

Article 16:

If a specific shareholder cannot attend a session of the General Meeting of Shareholders in person, such

- 36 -

CHUN YU WORKS & CO., LTD.

shareholder may use the power of attorney prepared and printed by the Company to appoint a proxy to attend the session by specifying the scope of authorization and the affixing of the authorized signature/seal thereunto.

If one shareholder acting as the proxy of two or more shareholders, the votes to be cast by this shareholder shall not exceed 3% of the total number of votes to be cast for resolution.

Any votes in excess will not be counted for this purpose except trust enterprises or the shareholder service agents approved by competent authority.

Unless the Company Act provides otherwise, shareholders appointing proxies to attend the General Meeting of Shareholders shall be governed by the“Regulations Governing the Use of Power of Attorney by Shareholders to Attend Shareholders Meeting of Public Companies.”

Article 17:

The Chairman shall act as the presiding officer of the General Meeting of Shareholders unless the Company Act provides otherwise. In the absence of the Chairman due to leave or for whatever reasons, the Vice Chairman shall act in the capacity as the presiding officer. If there is no Vice Chairman, or in the absence of the Vice Chairman due to leave or for whatever reasons, the Chairman shall appoint one Director to act in the capacity of the presiding officer. If the Chairman has not appointed any proxy, the Directors shall elect one among themselves to act as the presiding officer. If a session is called for by a third party outside the Board of Directors, such party shall preside over the session. If there are more than two parties calling for the session, they shall elect one among themselves to preside over the session.

Article 18:

Unless the Company Act specifies otherwise, resolutions of the General Meeting of Shareholders shall be made in a session with the presence of shareholders representing more than half of the total outstanding shares and a simple majority of the shares represented by the shareholders in session.

Article 19:

The exercise of voting rights by the Shareholders and the method of exercise of rights shall be governed by applicable laws.

Article 20:

Resolutions of the General Meeting of Shareholders shall be tracked as minutes of meeting on record with the year, month, day, place, name of the presiding officer, method of resolution, the summary of the procedures, and the result inscribed therein and the confirmation of the presiding officer by affixing the authorized signature/seal thereunto.

The minutes of meeting on record shall be released to the Shareholders within 20 days after the session. The release of the minutes of meeting on record shall be governed by the Company Act.

- 37 -

CHUN YU WORKS & CO., LTD.

The minutes of the General Meeting of Shareholders on record shall be kept within the perpetuity of the Company.

The sign-in registry book for tracking the attendance of Shareholders and the power of attorney for the proxies shall be kept for at least one year. In the event of legal proceedings instated by Shareholders in accordance with Article 189 of the Company Act, the aforementioned documents shall be kept until the conclusion of the legal proceedings.

Article 21:

Directors are entitled to traveling allowances paid by the Company notwithstanding the profit status of the Company. The remunerations to the Directors shall be commensurate with their level of participation in the operation and contribution value to the Company with reference to the industry standard, and shall be determined by the Board of Directors under authorization.

Chapter IV Directors

Article 22:

The Company shall establish 5 to 11 seats of Directors. Each Director shall have tenure of 3 years in office, and shall be elected by the General Meeting of Shareholders from people of legal capacity. Each Director may assume a second term of office if reelected.

The Directors shall hold a minimum percentage of registered shares being in totality as stated in Article 26 of the Securities and Exchange Act.

Pursuant to Article 14-2 of the Securities and Exchange Act, at least three of the aforementioned seats of Directors shall be reserved for Independent Directors since the election of Directors in 2016, and the total number of seats for Independent Directors shall not fall below 1/5 of the seats of all Directors. The election of Directors (including Independent Directors) shall be held under the nomination of candidate. Directors shall be elected to the seats from the list of candidates by the General Meeting of Shareholders.

The nomination, method of election, and other complaint matters shall be governed by related rules and regulations of the competent authority.

Article 23:

The Directors shall be organized into the Board of Directors (the Board). A Chairman shall be elected by the Board in a session with the presence of at least 2/3 of the Directors and a simple majority of the Directors in session for approval.

The Chairman shall execute all matters as required by law, the Articles of Incorporation, and the resolutions of the General Meeting of Shareholders and the Board.

A Vice Chairman may be elected in the same procedure as aforementioned to assist the Chairman.

- 38 -

CHUN YU WORKS & CO., LTD.

Article 24:

The Chairman shall call for the sessions of the Board and shall act as the presiding officer of all sessions of the Board unless the Company specified otherwise.

In the absence of the Chairman due to leave or for whatever reasons, the person acting on behalf of and in the name of the Chairman shall be governed by Article 208 of the Company Act.

In case a specific Director cannot attend a session of the Board in person, such Director may appoint another Director as proxy to attend the session with the authorization of power of attorney specifying the scope of authorization.

Article 25:

Each Director shall have tenure of three years in office and may assume a second term of office if reelected. If an election of Directors cannot be held on time at the expiration of the term of office, the term of office may be extended until a new Board was elected and the new Directors have assumed office. However, the competent authority may order the Company to hold an election of a new Board within its authority. If no election has ever been held at the expiration of the current term of the Board, the current term of the Board shall be discharged as expired.

Article 26:

The Board shall perform the following functions:

  1. Review and institute the internal code of the Company.

  2. Determine the business policy.

  3. Review the budget and account settlement.

  4. Map out the plan for distribution of earnings or covering loss carried forward.

  5. Map out the plan for raising new capital or reducing capital.

  6. Execute the resolutions of the General Meeting of Shareholders.

  7. Exercise the authority granted by the law and the General Meeting of Shareholders

Article 27:

The Board shall convene at least once quarterly with the Directors informed seven days in advance. The Board may also convene at any time in case of emergency.

The reasons for the convention of the Board shall be specified in the notice of meeting sent to the Directors by correspondence, e-mail, or fax.

Article 28:

Unless the Company Act specifies otherwise, all resolutions of the Board shall be made by the Board in session with the presence of at least half of the Directors and a simple majority of the Directors in session.

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Article 29:

If any of the seats of the Directors was left vacant, the Board shall call for a special session of the General Meeting of Shareholders to elect a new Director to fill the vacancy in 60 days. No election of new Directors is required if the vacancy falls below 1/3 of the total seats.

New Directors elected in this manner shall have tenure for the duration of the remaining term of office left behind by its predecessor.

Chapter V Functional Committees

Article 30:

The Company shall establish various functional committees in accordance with applicable laws and the internal code of the Company for vitalizing the function of monitoring and strengthening management mechanisms.

The Company has established the Auditing Committee, which was staffed with all the Independent Directors. There shall be at least three members for the committee. The Auditing Committee shall perform its function in accordance with and be governed by applicable laws and the Articles of Incorporation.

Article 31:(Deleted on 2016/06/29).

Article 32:(Deleted on 2016/06/29).

Article 33:(Deleted on 2016/06/29).

Chapter VI Key Personnel

Article 34:

The Company may appoint a number of managers and the appointment, dismissal and remuneration of whom shall be governed by Article 29 of the Company Act.

Article 35:

The General Manager shall administer all matters of the Company to the order of the Chairman and the Board. The Deputy General Manager shall assist the General Manager in performing his duties.

Article 36:

The Company may retain certified public accountants as accounting advisor and lawyers as legal counsel, or prominent figures of this industry as corporate advisor through the Board for business needs.

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The remuneration to these professionals shall be determined by the Board.

Chapter VII Accounting

Article 37:

The fiscal year of the Company starts on January 1 and ends on December 31 of each calendar year.

Article 38:

At the end of the fiscal year, the Board shall prepare the following reports and statements for the Company and refer to the General Meeting of Shareholders for recognition:

  1. Business Report.

  2. Financial Statements.

  3. Proposal for the Distribution of Earnings or Appropriation for Covering loss carried forward.

Article 39:

The Company shall appropriate no less than 2% of its earnings of the year, where applicable, as remuneration to the employees, followed by the appropriation of 2% as remunerations to the Directors. However, the Company shall appropriate for covering the loss carried forward, where applicable.

Article 39-1:

The Company may proceed to distribute earnings or appropriate for covering loss carried forward in the middle of the fiscal year under the Company Act. In distributing earnings, the Company shall estimate and appropriate for the payment of applicable taxes, covering loss carried forward under the law, and appropriate for legal reserve. It the amount of legal reserve is equivalent to the paid-in capital, no further appropriation for legal reserve will be necessary. Earnings shall be distributed in cash subject to the approval of the Board.

Where earnings may be paid in stock in which case the resolution of the General Meeting of Shareholders shall be necessary.

Further to the payment of applicable taxes and covering of loss carried forward under the law from earnings after account settlement, the Company shall appropriate 10% of the remainder as legal reserve, other reversals, or special reserve, followed by the pooling up with the undistributed earnings of the previous year as distributable income.

The Board shall propose the plan of distribution and present the plan to the General Meeting of Shareholders for approval before proceeding to distribution.

The Company may authorize the Board to make decision of paying stock dividend and bonus, additional paid-in capital or legal reserve by cash in whole or in part in a session attended by more than 2/3 of the

Directors and a simple majority of the Directors in session, and report to the General Meeting of the

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Shareholders regardless of the aforementioned requirement of approval by the General Meeting of the Shareholders in the first place.

The dividend policy of the Company is conditioned by the status of profit and pursued in consideration of the capital requirement of corporate development of the future and the interest of the Shareholders. In general, cash dividend shall not fall below 50% of the total dividend payable to the Shareholders.

This rule shall be subject to change in response to the change in the operation environment of the industry or the need of the operation plan of the Company by the General Meeting of Shareholders upon the proposal of the Board.

Chapter VIII Miscellaneous

Article 40:

Any amendment to the Articles of Incorporation shall be made by a session of the General Meeting of Shareholders with the presence of Shareholders representing more than half of the outstanding shares and the approval of Shareholders representing more than 2/3 of the voting rights.

Article 41:

Anything not mentioned in the Articles of Incorporation shall be governed by the Company Act and other applicable laws.

Article 42:

The Articles of Incorporation shall come into full force as of the day of resolution by the General Meeting of Shareholders. The same procedure is applicable to any amendment thereto.

Article 43:

The Articles of Incorporation was duly instituted on 1964.11.27 ;

Amended for the 1[st] instance on 1966/04/15.

Amended for the 2[nd] instance on 1967/04/15.

Amended for the 3[rd] instance on 1970/04/27.

Amended for the 4[th] instance on 1971/06/15.

Amended for the 5[th] instance on 1973/04/06.

Amended for the 6[th] instance on 1974/06/30. Amended for the 7[th] instance on 1974/09/26. Amended for the 8[th] instance on 1975/06/30. Amended for the 9[th] instance on 1979/05/21. Amended for the 10[th] instance on 1980/05/08. Amended for the 11[th] instance on 1981/05/04.

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Amended for the 12[th] instance on 1982/08/28. Amended for the 13[th] instance on 1982/10/28. Amended for the 14[th] instance on 1985/04/11. Amended for the 15[th] instance on 1986/04/10. Amended for the 16[th] instance on 1986/07/08. Amended for the 17[th] instance on 1987/04/12. Amended for the 18[th] instance on 1988/05/24. Amended for the 19[th] instance on 1989/03/29. Amended for the 20[th] instance on 1989/12/16. Amended for the 21[st] instance on 1990/08/19. Amended for the 22[nd] instance on 1991/04/14. Amended for the 23[rd] instance on 1992/03/26. Amended for the 24[th] instance on 1993/06/06. Amended for the 25[th] instance on 1994/06/18. Amended for the 26[th] instance on 1995/06/17. Amended for the 27[th] instance on 1996/06/22. Amended for the 28[th] instance on 1997/06/21. Amended for the 29[th] instance on 1998/06/20. Amended for the 30[th] instance on 1999/06/26. Amended for the 31[st] instance on 2000/06/17. Amended for the 32[nd] instance on 2002/06/28. Amended for the 33[rd] instance on 2005/06/30. Amended for the 34[th] instance on 2010/06/29. Amended for the 35[th] instance on 2012/06/27. Amended for the 36[th] instance on 2013/06/26. Amended for the 37[th] instance on 2015/06/24. Amended for the 38[th] instance on 2016/03/16. Amended for the 39[th] instance on 2016/06/29. Amended for the 40[th] instance on 2018/06/13. Amended for the 41[st] instance on 2019/06/05. Amended for the 42[nd] instance on 2020/06/17. Amended for the 43[rd] instance on 2022/06/22

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Annex II

Chun Yu Works & Co., Ltd. Shareholders’ Meeting Procedure Rules

Article 1:

These Regulations are duly enacted in accordance with Article V of Corporate Governance Best-Practice Principles for TSEC/TPEx Listed Companies in an attempt to set up a sound corporate governance system for the shareholders’ meeting of the Company to assure sound supervisory function and strengthen managerial functions.

Article 2:

Unless otherwise specified in laws and ordinances concerned or Articles of Incorporation, the Shareholders’ Meeting Procedure Rules of the Company shall be duly stipulated based on these Regulations.

Article 3:

The Company's shareholders’ meetings shall be convened by the board of directors unless otherwise specified in the laws and ordinances concerned.

Any change in the manner of holding a shareholders' meeting shall be resolved by the Board of Directors and shall be made at the latest before the mailing of the notice of the shareholders' meeting.

The Company shall prepare the notices for shareholders’ meeting, proxy form papers, issues to be posed into acknowledgement, into discussion, elections or discharge of directors and such motions and instructions data into electronic files and transmit the same into Market Observation Post System (MOPS) thirty (30) days prior to a shareholders' regular meeting and fifteen (15) days prior to a special shareholders’ meeting.

The Company shall prepare a Meeting Agenda Handbook for the current shareholders’ meeting and supplementary data of the meeting readily accessible to shareholders and display the same at the Company and the Company appointed shareholders’ services agent fifteen (15) days prior to the meeting.

The notices and public announcement shall expressly bear the reasons to convene the meeting. Subject to consent by the counterparts, the notices may be served by electronic means.

The aforementioned handbook and supplementary information shall be made available to shareholders on the date of the shareholders' meeting in the following manner:

  1. In the case of a physical shareholders' meeting, they shall be distributed on site at the shareholders' meeting.

  2. When a video-assisted shareholders' meeting is held, they shall be distributed at the shareholders' meeting and transmitted to the video conference platform through electronic files.

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  1. When a video shareholders' meeting is held, the electronic file shall be sent to the video conference platform.

Such issues including election or discharge of directors, amendment to Articles of Incorporation, capital decrease, application for suspension from listing to public, lifting directors from the prohibition of business strife, conversion of earnings into capital increase, dissolution of the Company, merger, de-merger or issues set forth under Paragraph 1, Article 185 of the Company Act; Article 26~1 Article 43~6 of the Securities and Exchange Act and Article 56~1 and Article 60~2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be expressly enumerated in the reasons to convene the meeting with explanation of the major contents and shall not be posed through an extemporary motion.

Where the reasons to convene the meeting expressly bears the issue for an overall re-election of directors with exceptional indication of the date scheduled for their taking the tenure of office, after the re-election is completed in that meeting, such an issue shall no longer be posed through an extempore motion or other means to change the date for their taking the tenure of office.

A shareholder having more than 1% of the total outstanding shares is entitled to pose a motion to the shareholders' regular meeting but only limited to one issue. The issues shall not be enumerated more than once into the agenda. Where an issue is found meeting a situation falling within those under Paragraph 4, Article 172~1 of the Company Act, the board of directors shall not accept it into the agenda. The Company shall promulgate acceptance of suggestions from shareholders, the methods of acceptance in writing or in electronic means, venue and duration of acceptance prior to the book closure period date prior to a shareholders' regular meeting. The duration of acceptance shall not be less than ten (10) days minimum.

A suggestion posed by a shareholder shall not exceed the maximum limit of three hundred Chinese characters. In case it is in excess of three hundred Chinese characters, that issue shall not be included into the agenda. A shareholder who poses a suggestion shall participate in the shareholders' regular meeting in person or through a proxy and shall participate in the discussion process for that issue.

The Company shall keep shareholders informed of the results of handling prior to the date to serve notices to the shareholders’ meeting and shall have the issues satisfactory to the requirements set forth under this Article enumerated in the notice. On the posed motions not covered into the agenda, the board of directors shall explain the reason why they are not entered during the shareholders’ meeting.

Article 4:

For each shareholders’ meeting, a shareholder may issue a written proxy in the Company printed form, bearing the scope of authorized power to appoint a proxy to attend the shareholders’ meeting on his or her behalf.

A shareholder may issue only one proxy form to appoint only one proxy. The proxy form shall be submitted to the Company five (5) days prior to the date scheduled for the meeting. In case two or more

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written proxy forms are received from one same shareholder, the first one received by the Company shall prevail. Except the preceding proxy is declared revoked.

In the event that a shareholder intends to participate in the shareholders’ meeting in person or by video to exercise voting power in writing or in electronic means after the proxy form is submitted to the Company, that shareholder shall notify the Company in writing to revoke the proxy two (2) days prior to the date scheduled for the meeting. Where that shareholder revokes beyond the specified timeframe, the voting power exercised by the authorized proxy shall prevail.

Article 5:

A shareholders’ meeting shall be convened at a venue where the Company is headquartered or a spot convenient to shareholders to participate and well oriented to convening a shareholders’ meeting. A shareholders’ meeting shall not start earlier than 9:00 a.m. or later than 3:00 p.m. On the venue and timepoint to convene a shareholders’ meeting, the opinions of the independent directors shall be taken into adequate account. When the Company holds a video shareholders' meeting, the Company shall not be restricted from the location described above.

Article 6:

The Company shall expressly specify in the notice of meeting the time for accepting the registration from shareholders, the location of the report and other key points for attention.

The time for accepting the registration from shareholders in the preceding paragraph shall be handled at least 30 minutes prior to the start of the meeting; the registration place shall be expressly marked and shall be adequately staffed with qualified personnel to handle the meeting.

Check-in for the video shareholders’ meeting shall be accepted at the shareholders’ meeting video conference platform 30 minutes prior to the commencement of the meeting. Shareholders who have completed the check-in are deemed to be present in person at the shareholders’ meeting. A shareholder himself or herself shall participate in the meeting based on the participation certificates, sign-in card or other participation related certificate(s). On the certificate(s) required for a shareholder to participate in a shareholders’ meeting, the Company shall not arbitrarily request provision of other supporting certificate (s). In case of solicitation of proxy forms, a solicitor shall present his or her identity certificate ready for verification.

The Company shall provide a sign-in book to facilitate the present shareholders to sign in or the present shareholders may submit their sign-in cards instead of the sign-in act.

The Company shall hand over the meeting handbook, annual report, attendance certificate, speech slips, voting ballots and other meeting materials to the present shareholders attending the shareholders’ meeting. In case of election for directors, election ballots shall be additionally attached.

Where the government or juristic person is a shareholder, the representative participating in a shareholders’ meeting is not confined to one person. Where a juristic person is entrusted to participate in a

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shareholders’ meeting, If a shareholders' meeting is held by video conference, shareholders who wish to attend the meeting by video should register with the Company at least two days prior to the shareholders' meeting. If a shareholders' meeting is held by video conference, the Company shall upload the meeting handbook, annual report and other relevant information to the video conference platform at least 30 minutes prior to the start of the meeting, and continue to disclose them until the end of the meeting.

Article 6-1:

The Company shall convene a video meeting of the Shareholders' Meeting and shall specify the following matters in the Notice of Convocation of the Shareholders' Meeting:

  1. Methods for shareholders to participate in video meetings and exercise their rights.

  2. The handling of obstacles arising from the video conference platform or the participation of video parties due to natural disasters, incidents or other force majeure circumstances includes at least the following matters:

  3. (1)The continuation of the pre-opening obstacle does not preclude the time of postponement or renewal of the meeting, and the date on which the assembly is postponed or renewed if it is necessary.

  4. (2)Shareholders who have not registered to participate in the original shareholders' meeting by video are not allowed to participate in the adjourned or reconvened meeting.

  5. (3)If a video-assisted shareholders' meeting cannot be adjourned, the shareholders' meeting shall continue if the total number of shares present reaches the legal quota for the shareholders' meeting after deducting the number of shares present at the shareholders' meeting by means of video, and the number of shares present at the shareholders' meeting by means of video shall be counted as the total number of shares present and deemed to be abstained for all motions at the shareholders' meeting.

  6. (4)The handling of a situation in which the results of all motions have been announced and no extraordinary motion has been made.

  7. In the event that a video shareholders' meeting is convened, the Company shall specify the appropriate alternative measures for shareholders who have difficulty participating in the shareholders' meeting by video.

Article 7:

A shareholders’ meeting convened by the board of directors` shall be chaired by the chairman. Where the chairman is on leave or unavailable to exercise his power, the vice chairman shall act as his substitute. In case of no vice chairman or where the vice chairman is on leave or unavailable to exercise his power either, the chairman shall appoint one director to act as the substitute. Where the chairman does not appoint a substitute, one director shall be elected from among themselves to act as the substitute.

Where a director act as the chairperson as mentioned under the preceding Paragraph, such a director shall be one having served directorship for more than six(6) months with adequate awareness of the Company's

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financial conditions. This provision equally applies to an event where the chairperson is the representative of a juristic person director.

A shareholders’ meeting convened by the board of directors shall be chaired by the chairman in person. Such a shareholders’ meeting shall be attended by directors in one half majority of the total director seats in person where each functional committee shall participate in person with at least one representative. The facts of participation shall be recorded in the minutes of the shareholders’ meeting.

A shareholders’ meeting convened by a convener beyond the board of directors shall be chaired by that convener with convener power. In case of two or more conveners, one shall be elected from among themselves to chair the meeting.

The Company may appoint the retained Attorney(s)-at-Law, certified public accountant(s) or relevant personnel to participate in a shareholders’ meeting as a guest participant.

Article 8:

The Company shall record the shareholder registration process, the meeting process, and the vote counting process from the moment of accepting the shareholder registration into audio and videotape continually without an interruption.

The audio and videotape records mentioned under the preceding Paragraph shall be put into custody for one year minimum. Where involved in an issue with lawsuits lodged in accordance with Article 189 of the Company Act, nevertheless, the ballots shall be put under custody until the litigious process is ended.

If a shareholders' meeting is held by video conference, the Company shall keep records of the shareholders' registration, attendance, questions, voting and the Company's vote counting results, and shall continuously and uninterruptedly record and video tape the entire video conference.

The Company shall keep the aforementioned information and audio recordings for the duration of its existence and provide the audio recordings to the person entrusted to conduct the video conference for retention.

If the shareholders' meeting is held by video conference, the Company shall make audio recordings of the backstage operation interface of the video conference platform.

Article 9:

The participation in a shareholders’ meeting shall be counted based on the number of shares. The number of the participating shares shall be duly calculated based on the sign-in book or the presented sign-in cards and the number of shares reported to the video conferencing platform added with the number of shares wherewith the shareholders exercise voting powers in writing or by electronic means.

The chairperson shall call to order to the meeting as soon as time scheduled for the meeting is up and shall, meanwhile, promulgate the number of non-voting power and the number or shares represented by the present shareholders.

The chairperson shall call to order to the meeting as soon as time scheduled for the meeting is up and shall,

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meanwhile, promulgate the number of non-voting power and the number or shares represented by the present shareholders and such information.

In the event that the meeting is attended by shareholders representing one half majority outstanding shares

that time, nevertheless, the chairperson may announce a postponement for the meeting. The postponements shall not exceed twice in maximum and the total duration of the postponements accumulated shall not exceed one hour maximum. In the event that after two postponements where the meeting is attended by shareholders representing less than one-third of the outstanding shares, the chairperson may announce that the meeting is aborted.

If the shareholders' meeting is held by video conference, the Company shall announce the meeting adjourned on the video conference platform of the shareholders' meeting.

If a shareholders' meeting is held by video conference, shareholders who wish to attend by video shall re-register with the Company in accordance with Article 6.

In case the participation is still below the specified quota after two postponements where the meeting is attended by shareholders representing more than one-third of the outstanding shares, a tentative resolution may be adopted in accordance with Article 175 of the Company Act. The tentative resolution shall be informed to all shareholders and the shareholders’ meeting shall be convened once more within one month.

In the event that the shares represented by the present shareholders are up to one half majority of the total outstanding shares before the current meeting ends, the chairperson may pose the adopted tentative resolution to the shareholders for resolution anew in accordance with Article 174 of the Company Act.

Article 10:

For a shareholders’ meeting convened by the board of directors, the agenda shall be fixed by the board of directors. The relevant motions (including extempore motions and an amendment to the original proposal) shall be resolved on a case-by-case basis. The meeting shall go ahead based on the scheduled agenda which shall not be changed unless duly resolved in the shareholders’ meeting.

To an event where the shareholders’ meeting is convened by a convener with convening power beyond the board of directors, the provision set forth under the preceding Paragraph shall equally apply.

Until the agenda issues scheduled under the two preceding Paragraphs (including extemporary motions) end, the chairperson shall not announce adjournment of the meeting straight. In the event that the chairperson violates the shareholders’ meeting procedure rules by announcing adjournment of the meeting, other members of the board of directors shall promptly help the present shareholders to elect one person to serve as the chairperson through the statutory procedures by one half majority vote of the present shareholders to chair and continue the meeting.

Toward the issues of the meeting and amendments or extemporary motion posed by shareholders, the chairperson shall grant adequate opportunities for explanation and discussion. Where the time is considered up for voting process, the chairperson may announce discontinuance from discussion and go into the voting process and shall, meanwhile, arrange a timeframe adequate for balloting.

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Article 11:

Before a present shareholder deliver a speech, he or she shall first fill in the statement of speech, stating the main points of the speech, shareholder account number (or participation certificate number) and account name so that the chairperson will determine the order of his or her speech.

The present shareholder who has only delivered the speech note but does not deliver a speech shall be deemed to have not delivered a speech. Where the content actually spoken is found differing from the entry onto the speech note, the contents actually spoken shall prevail.

In case of an inquiry into an issue brought to report enumerated under the agenda, a present shareholder shall not speak up until all issues brought to report have been read out or reported in full by the chairperson or a person designated by the chairperson in full. Unless approved by the chairperson, each shareholder shall not speak up more than twice, not beyond five (5) minutes in each speech.

Toward the issues brought for acknowledgement, issues under discussion, election issues enumerated under the agenda as well as all motions in extemporary motions, the speech by each shareholder on the same motion shall not be more than twice, not beyond five (5) minutes in each speech.

Where a present shareholder violates the rules or speaks beyond the scope of the subject issue or violates the order of the meeting, the chairperson may stop his or her speech.

While a present shareholder delivers a speech, other shareholder(s) shall not interfere with the speech unless consented by the chairperson and the speaking shareholder. The chairperson shall stop the offender, if any.

Where a corporate shareholder appoints two or more representatives to participate in a shareholders’ meeting, only one shall be appointed among them can speak up on a same issue.

After a present shareholder completes his/her speech, the chairperson may reply either in person himself or through a designated person.

If a shareholders' meeting is convened by video conference, shareholders participating by video may ask questions by text on the video conference platform after the chairman announces the opening of the meeting and before the meeting is adjourned, and no more than two questions may be asked on each proposal, with each question limited to 200 words.

If the aforementioned questions do not violate the regulations or do not exceed the scope of the motion, the questions should be disclosed on the video conference platform of the shareholders' meeting for public information.

Article 12:

The voting process in a shareholders’ meeting shall be counted based on the number of shares. In the resolution process in a shareholders’ meeting, the number of shares without voting power shall not be counted into the total number of outstanding shares.

Where an issue in the shareholders’ meeting involves a shareholder in the interests of the shareholder himself or herself likely to be harmful to the Company's interests, that shareholder shall not participate in

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the voting process nor shall he or she exercise voting power on behalf of another shareholder.

The number of shares not entitled to voting power mentioned under the preceding Paragraph shall not be counted into the voting power of the present shareholders.

Except for a trust enterprise or a shareholder services agent approved by the competent authority over securities, when a same proxy is authorized by two or more shareholders simultaneously, the voting power represented by that proxy shall not exceed 3% of the aggregate total of outstanding shares. The voting power in excess shall not be counted.

Article 13:

A shareholder is entitled to one voting unit for each share held except for a share subject to restriction or a share without voting power as enumerated under Paragraph 2, Article 179 of the Company Act.

Where the Company convenes a shareholders’ meeting, the Company shall adopt electronic means or such means in writing to exercise the voting power. The methods to exercise the voting power shall be expressly stated onto the notices for the shareholders’ meeting. A shareholder who exercises voting power in writing or in electronic means shall be deemed to have participate in the shareholders’ meeting in person. Toward an extemporary motion or an amendment to the original motion in that shareholders’ meeting, nevertheless, that shareholder is deemed to be in abstention. Accordingly, the Company shall refrain from posing an extempore motion or an amendment to the original motion.

For those who exercise voting power in writing or electronically per the preceding paragraph, their expressions of intent shall be delivered to our Company two days prior to the date scheduled for the meeting. In the event of repetitions of expressions of intent, the first one shall prevail. Unless the preceding expression is declared withdrawn.

A shareholder who intends to participate in a shareholders’ meeting in person or by video after exercising voting power in writing or electronically shall withdraw the expression of intent in the same manner as exercising the voting power two (2) days prior to the date scheduled for the meeting. In the event that such a shareholder withdraws beyond the specified timeframe, the voting power exercised in writing or electronically shall prevail. Where a shareholder exercises voting power in writing or electronically and, as well, appoints a proxy through a proxy form to participate in a shareholders’ meeting, the voting power exercised by that proxy shall prevail.

Unless otherwise specified in the Company Act and these Articles of Incorporation, a motion shall be resolved with one half majority vote cast by the total number of present shareholders. In the voting process, the total number of voting power shall be announced by the chairperson or a person designated by the chairperson on a case-by-case basis before the shareholders cast votes for resolution on a case-by-case basis. On the date after the shareholders’ meeting is convened, the Company shall have the pros, cons and abstention results input into Market Observation Post System (MOPS).

Where a same motion bears amendment or replacement, the chairperson shall consolidate the amendment or replacement with the original motion to determine the order of the voting process.

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Where one motion among them is passed, other motions are deemed vetoed without a need to vote once more.

The scrutineers and vote-counters for voting over proposals/motions shall be designated by the chairperson but the scrutineers shall be appointed from among shareholders.

The ballot counting operations for a voting process or election motion shall be conducted only inside the venue open to the public. The counting outcome shall be announced on-the-spot upon completion of the counting process, including the statistical power number which shall be worked out into written records.

When the Company convenes a shareholders' meeting by video conference, shareholders participating by video shall vote on each motion and election motion through the video conference platform after the chairman announces the commencement of the meeting, and shall complete the voting before the chairman announces the end of the voting, and any delay shall be deemed to be an abstention.

If the shareholders' meeting is convened by video conference, the vote shall be counted in a single session and the voting and election results shall be announced after the chairman announces the close of voting. When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall cancel their registration in the same manner as their registration two days prior to the shareholders' meeting; if they cancel their registration after the deadline, they may attend the shareholders' meeting by video only.

A shareholder who has exercised his or her voting rights in writing or electronically and has not revoked his or her intention to attend the shareholders' meeting by video means may not exercise his or her voting rights on the original motion or propose amendments to the original motion or exercise his or her voting rights on amendments to the original motion, except for a extraordinary motion.

Article 14:

Election of directors amidst a shareholders’ meeting, if any, shall be duly handled exactly in accordance with the Director Election Procedures enacted by the Company. The election outcome shall be announced on-the-spot, including the list of successfully elected directors, election votesthey won, list of unsuccessful candidates and the electoral votes that they won.

The election ballots amidst the election issue mentioned in the preceding Paragraph shall be closely sealed up and signed by the ballot scrutinizer(s) and shall be put under prudent custody for one year minimum. Where involved in an issue with lawsuits lodged in accordance with Article 189 of the Company Act, nevertheless, the ballots shall be put under custody until the litigious process is ended.

Article 15:

Decisions resolved in a shareholders’ meeting shall be worked out into the minutes which shall be signed and stamped with seal by the chairperson and shall be served to all shareholders within twenty (20) days after the meeting.

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The distribution of the minutes as mentioned under the preceding Paragraph may be conducted by means of inputs into the Market Observation Post System (MOPS).

The minutes shall faithfully bear such entries as the month/day/year, venue of the meeting, name of the chairperson, method of resolution, progress of the agenda issues and outcome of revolution (including the number of statistical powers). In case of election of directors, the minutes shall disclose the ballots won by each and every candidate. The minutes shall be put into custody permanently throughout the period while the Company exists.

If a shareholders' meeting is convened by video conference, the minutes of the meeting shall, in addition to the matters required to be recorded in the preceding paragraph, also record the starting and ending time of the shareholders' meeting, the manner in which the meeting is convened, the names of the chairman and recorder, and the manner and circumstances under which the video conference platform or video participation is impeded due to natural disasters, events or other force majeure.

In addition to the aforementioned provisions, the Company shall convene a video shareholders' meeting and include in the minutes of the meeting alternative measures for shareholders who have difficulties in participating in the shareholders' meeting by video means.

Article 16:

On the number of shares solicited by the solicitors and the number of shares under agency through the trusted proxies and number of shares of shareholders present by written or electronic means, the Company shall, on the very day when the shareholders’ meeting is convened, work out the Table of Statistics based on the specified format and expressly disclose the same inside the venue of the shareholders’ meeting.

if a shareholders' meeting is held by video conference, the Company shall upload the aforementioned information to the video conference platform of the shareholders' meeting at least 30 minutes prior to the start of the meeting and continue to disclose the information until the end of the meeting.

The Company shall disclose the total number of shares of shareholders present on the video conference platform at the time the video meeting starts. The same applies if the total number of shares and voting rights of the shareholders present are also counted during the meeting.

Whenever a decision resolved in the shareholders’ meeting is deemed as a significant message as defined by the Taiwan Stock Exchange Corporation, the Company shall transmit such decision into the Market Observation Post System (MOPS) within the specified time limit.

Article 17:

The meeting staff in charge of a shareholders’ meeting shall wear identification certificates or armbands. The chairperson may direct pickets or security guard personnel to help secure order in the venue. When pickets or security guard personnel are on the scene to help maintain order, they should wear a "Picket" armband or identification card.

Where the venue of the meeting is equipped with amplifying equipment, the chairperson may stop it

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whenever a shareholder does not use the equipment provided by the Company to speak.

Whenever a shareholder violates the Shareholders’ Meeting Procedure Rules and does not obey the chairperson's rectification and disturbs the meeting from proceeding, the picket or security personnel may, as instructed by the chairperson, ask such shareholder to leave the venue.

Article 18:

During the progress of a meeting, the chairperson may, at his discretion, announce a break for an appropriate period of time. Upon occurrence of a force majeure, the chairperson may rule to discontinue the meeting and announce the time to resume that meeting as the actual circumstances may justify.

Whenever by any reason the venue of the shareholders’ meeting becomes unable to be used for the meeting continuously (including extempore motion) before the meeting ends, the shareholders’ meeting may resolve a decision to find out another venue to continue the meeting.

The shareholders’ meeting may duly resolve in accordance with Article 182 of the Company Act to postpone the meeting or to resume the meeting within five (5) days.

Article 19:

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 disclose the results for at least fifteen minutes after the meeting is adjourned by the chairman.

Article 20:

When the Company holds a video shareholders' meeting, the chairman and the recorder shall be present at the same place in the country, and the chairman shall announce the address of such place at the time of the meeting.

Article 21:

If a shareholders' meeting is held by video conference, the Company may provide a simple connection test for shareholders before the meeting and provide related services immediately before and during the meeting to assist in handling technical problems of communication.

If a shareholders' meeting is convened by video conference, the chairman shall, at the time of calling the meeting to order, separately announce that, except for the circumstances specified in paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies that do not require the adjournment or continuation of the meeting, if the meeting is adjourned by the chairman due to natural disasters, events or other force majeure circumstances, and if the video conference platform or participation by means of video conferencing is impaired for a period of 30 minutes or more, the date of the meeting shall be adjourned or renewed within five days, and the

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provisions of Article 182 of the Company Act shall not apply.

In the event of an adjournment or renewal of a meeting, shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the adjourned or renewed meeting.

The number of shares, voting rights and election rights exercised at the original shareholders' meeting shall be counted as the total number of shares, voting rights and election rights of shareholders present at the adjourned or renewed meeting for those shareholders who have registered to attend the original shareholders' meeting by video message and have completed reporting for the meeting and have not attended the adjourned or renewed meeting.

If the shareholders' meeting is adjourned or reconvened in accordance with the second paragraph, it is not necessary to discuss and resolve again the motions for which voting and counting have been completed and the voting results or the list of directors elected have been announced.

When the Company holds a video-assisted shareholders' meeting and there is a failure to continue the video conference as stipulated in the second paragraph, if the total number of shares present still reaches the legal quota for the shareholders' meeting after deducting the number of shares present by video, the shareholders' meeting shall continue without any adjournment or renewal of the meeting as stipulated in the second paragraph.

In the event that a meeting should be continued as described in the preceding paragraph, the number of shares attended by shareholders participating in the shareholders' meeting by way of video shall be counted as the total number of shares of shareholders present, but shall be deemed to be abstained for all motions at that shareholders' meeting.

If the Company adjourns or renews a meeting in accordance with the second paragraph, the Company shall comply with the provisions set forth in Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and shall complete the relevant preliminaries in accordance with the date of the original shareholders' meeting and the provisions of the Article.

During the period specified in the latter part of Article 12 and paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, paragraph 2 of Article 44-5, Article 44-15, and paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of paragraph 2.

Article 22:

When the Company holds a video shareholders' meeting, the Company shall provide appropriate alternative measures for shareholders who have difficulty attending the shareholders' meeting by means of video.

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Article 23:

These Rules shall be put into enforcement after being resolved in the shareholders’ meeting.

This same provision shall apply to an event of amendment.

These Rules were duly enacted on June 20, 1998;

Amended for 1st instance on 2002/6/28, Amended for 2nd instance on 2015/6/24, Amended for 3rd instance on 2020/6/17, Amended for 4th instance on 2021/7/27, Amended for 5th instance on 2022/6/22.

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Annex III

Chun Yu Works & Co., Ltd. Shareholding by Directors

  • I. The Company has 302,162,700 outstanding shares for the time being.

  • II. According to Article 26 of the Securities and Exchange Act, and Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”:

  • (I) Directors of the Company shall hold at least 12,086,508 shares in totality under law.

  • (II) The Company has established an Audit Committee that the requirement of shareholding by Supervisors is not applicable.

  • III. As of the period prior to the regular session of the General Meeting of Shareholders where transaction of shares is prohibited, the holding of shares by the Directors individually and collectively is specified below:

March 28, 2023
Title Name Number of shares Ratio %
President Bai Jia Yuan Investment Co., Ltd. 84,219,450 27.87
Representative:Chen,Chi-Tai
Vice President Bai Jia Yuan Investment Co., Ltd. 84,219,450 27.87
Representative:Wong,Chung-Chun
Director Taiwan Steel Group United Co., Ltd. 469,350 0.16
Representative:Lin,Huei-Jeng
Director Taiwan Steel Group United Co., Ltd. 469,350 0.16
Representative:Wang,Chiung-Fen
Director Taiwan Steel Group United Co., Ltd. 469,350 0.16
Representative:Yan,Ching-Li
Director Lee, Shih-Ho 3,956,397 1.31
Director Bai Jia Yuan Investment Co., Ltd. 84,219,450 27.87
Representative:Wu,Yi-Ching
Director Bai Jia Yuan Investment Co., Ltd. 84,219,450 27.87
Representative:Wu,Mei-Huei
Independent
Director
Chien, Chin-Chen - -
Independent
Director
Fang, Chen-Ming - -
Independent
Director
Lee, Chin-Chang - -
Total 88,645,197 29.34

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