Vitafoss-KY — AGM Information 2025

Aug 8, 2025

Yong Yi high ditonal Group Co., Ltd. (Original name: Kayrethiternational Group Co., Ltd.) Company Registration No.: 300322

Minutes of 2025 Annual General Shareholders' Meeting

(the "Meeting")

The following is an extract of the minutes of a general shareholders' meeting of the Company. Time: June 11, 2025 (Thursday) 9:00. A.M.

Place: 3F.-A, No.2-1, Sec. 1, Jinan Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) (National Taiwan University Alumni Association)

Present: 28,560,818 shares were represented by shareholders and proxies, which was equal to 62.70% of the Company's 45,548,665 issued and outstanding shares.

Board Members Present: Mr. Ho, Meng-Hung (Chairman)

Miss Chi, Chiao-Erh (Director and General Manager)

Mr. Chang, Cheng-Chung (Director and Vice President)

Mr. Ting, Pang-Chen (Chairperson of the Audit Committee and

the Remuneration Committee)

Mr. Yang, Tse-Ming (Director)

In attendance: Mr. Wang, Shuo-Wei (CFO and Corporate Governance Officer)

Mr. Lin, Chi-Ping.(Baker Tilly Clock & Co)

Chairman: Mr. Ho, Meng-Hung

Minute taker: Miss Chin, Ling

Announcement of the Commencement of the Meeting: I.

The aggregate shareholding of the shareholders present in person or by proxy constituted quorum. The chairman announced the commencement of the meeting.

II. Chairman's Remarks: (Omitted)

III. Matters to Report:

(Proposed by the Board) 1. 2024 Business Report.

Explanation: 2024 Business Report, Please refer to attachment 1.

• 1. Audit Committee's 2024 Review Report. (Proposed by the Board) Explanation: Audit Committee's Review Report on the 2024 Financial Statements, Please refer to attachment 2.
• 1. 2024 Directors' remuneration allocation report Explanation. (Proposed by the Board) Explanation: Please refer to attachment 3.

Supplementary Explanation: In accordance with the Taiwan Stock Exchange letter No. 1141701396 dated April 14, 2025, regarding the reasonableness of the payment of directors' remuneration for the year 2024, the explanation is as follows: The average monthly remuneration for directors in 2024 increased by NT\$733,000

compared to 2023. The main reason is that the former Chairman also served as an employee, and his remuneration was previously recorded as employee compensation. After his resignation, the new Chairman did not serve as an employee, and the related remuneration was reclassified as directors' compensation. If the former employee compensation is included in the calculation, the average directors' remuneration per person in 2024 would be NT\$1.886 million, which is not significantly different from NT\$1.989 million in 2023.

Question from Shareholder Account No. 97:

Regarding the lawsuit filed by your company against major shareholder Mr. Tsai Mou-Tsan for the claim of disgorgement, has the economic benefit obtained from the case been incorporated into the company? Please explain the progress of the enforcement proceedings and the future course of action to shareholders, and record it in the meeting minutes.

Reply designated by the Chairman and provided by the relevant personnel:

According to the letter No. 1140001786 dated May 21, 2025, from the Securities and Futures Investors Protection Center (Account No. 97), the lawsuit regarding the claim of disgorgement against major shareholder Mr. Tsai Mou-Tsan has been adjudicated with a final judgment, and compulsory enforcement shall be carried out in accordance with the law. The progress and future handling directions are as follows:

The company has lawfully investigated Mr. Tsai Mou-Tsan's assets and found no property under his name. The company has applied for compulsory enforcement according to the law and obtained a creditor's certificate. Moving forward, the company will regularly monitor and renew the creditor's certificate as needed.

IV. Matters for Ratification:

Proposals 1:

(Proposed by the Board)

To Approve 2024 Business Report and Consolidated Financial Statements.

Explanation:

• 1. Yong Yi Company's Consolidated Financial Statements were audited by Lai, Chia-Yu and Lin, Chi-Ping, of Baker Tilly Clock & Co. Business Report and Consolidated Financial Statements have been approved by the Audit Committee with report.
• 1. The 2024 Business Report, CPAs' audit report, and the above-mentioned Financial Statements are attached in the handbook. Please refer to attachment 1 and attachment $4.$
• 1. The motion is open for ratification.

Resolutions: The voting results of this motion are as follows:

Shares represented at the time of voting: 28,560,818 votes.

Voting Results	% of shareholder voting rights presented during vote
Votes in favour: 27,596,066 votes
(electronic voting included 5,330,089shares)	96.62%
Votes against: 387,3616 votes
(electronic voting included 387,361 shares)	1.35%
Votes invalid: none
(electronic voting included 0 shares)	0.00%
Votes abstained: 577,391 votes	2.02%
(electronic voting included 576,381 shares)

Resolved, that the above proposal be and hereby was approved as proposed.

Proposals 2:

(Proposed by the Board)

To Approve 2024 Deficit Compensation Statement.

Explanation:

• 1. 2024 Deficit Compensation Statement, Please refer to attachment 5.
• 1. The motion is open for ratification.

Resolutions: The voting results of this motion are as follows:

Shares represented at the time of voting: 28,560,818votes.

Voting Results	% of shareholder voting rights presented during vote
Votes in favour: 27,596,050 votes
(electronic voting included 5,330,073 shares)	96.62%
Votes against: 402,377 votes
(electronic voting included 402,377 shares)	1.40%
Votes invalid: none
(electronic voting included 0 shares)	0.00%
Votes abstained: 562,391 votes
(electronic voting included 561,381 shares)	1.96%

Resolved, that the above proposal be and hereby was approved as proposed.

V. Matters for Discussion:

Proposal 1:

(Proposed by the Board)

Amendments to the Company's "Articles of Association".

Explanation:

• 1. To align with the letter No. 1131701804 dated May 2, 2024, issued by the Taiwan Stock Exchange, the Company proposes to amend certain provisions of its Articles of Association.
• 1. After the special resolutions passed by the company's shareholders' meeting, the

Company proposed to replace current Articles of Association with "The Eighth" Amended and Restated Memorandum" (the revised Articles of Association). Comparison Table for Amendments to Article "Articles of Association", Please refer to attachment 6.

• 1. After the resolution of the shareholders' meeting, authorize and instruct the company's registered agent to report the revised Articles of Association to the Cayman Islands
• 1. The motion is open for discussion

Resolutions: The voting results of this motion are as follows:

Shares represented at the time of voting: 28,560,818 votes.

Voting Results	% of shareholder voting rights presented during vote
Votes in favour: $27,596,061$ votes
(electronic voting included 5,330,084 shares)	96.62%
Votes against: 402,367 votes
(electronic voting included 402,367 shares)	1.40%
Votes invalid: none
(electronic voting included 0 shares)	0.00%
Votes abstained: 562,390 votes
(electronic voting included 561,380 shares)	1.96%

Resolved, that the above proposal be and hereby was approved as proposed.

VI. Extemporary Motions: None.

VII. Meeting Adiourned:

As there was no further business the chairman draw the meeting to a close. (at about 9:15A.M. the same day.)

Except for the reporting items, no shareholders raised any questions regarding the other proposals during this shareholders' meeting. ]

(The minutes of this regular shareholders' meeting only state the gist of the meeting, and the detailed content is still subject to the audio and video records of the meeting)

Attachment 1

Yong Yi International Group Co., Ltd.

Business Report

The year 2024 was marked by global turbulence and transformation. Sluggish global trade, heightened geopolitical tensions, and persistent inflationary pressures continued to impact economic activity, severely affecting the Company's existing trading operations.

Looking ahead to 2025, the global economic environment remains challenging. The rise of trade protectionism and the ongoing trend of fragmented global trade are likely to constrain the potential for trade growth. In response to these difficult conditions, the Company's management is not only committed to developing new products and acquiring new customers but also plans to adjust its key sales markets to mitigate the impact of protectionist measures. Over the past year, the Company made a strong start in marketing beauty and wellness products in Mainland China. Building on this foundation, we plan to scale up operations in 2025, with a focus on expanding our customer base in Asia and Oceania. We aim to strengthen our proprietary brand communication, sharpen product positioning, recruit outstanding partners, and collaborate with academic institutions to develop cutting-edge technological products. Through this strategy, we strive to meet challenges head-on and achieve steady growth.

The following are the 2024 operating report and the 2025 business plan:

1. The 2024 annual operating report:

(1) Business result:

Unit:NT\$ thousand

Year Item	2024	2023	Amount decreased	%
Sales revenue	301,923	403,711	(101,788)	(25.21%)
Gross profit	37,282	94,252	(56,970)	(60.44%)
Net operating profit	(115,863)	(142,060)	26,197	(18.44%)
Profit before income tax	(126,813)	(70,585)	(56,228)	79.66%
Net profit	(135,003)	(80,004)	(54,999)	68.75%
Owners of parent profit	(135,003)	(80,004)	(54,999)	68.75%
Non-controlling interests profit	-	-	-	-

(2) Budget implementation:

There were no financial forecasts for public in 2024, so no budget implementation to publish.

Item	Year	2024	2023
Financial	Debt Ratio	2.61	7.55
structure (%)	Long term Fund to Property, Plant and Equipment Ratio	522.67	28,765.19
Solvency(%)	Current Ratio	1,806.33	1,662.92
	Quick Ratio	1,695.45	1,632.07
	Return on Total Assets Ratio (%)	(13.81)	(8.02)
	Return on Equity Ratio (%)	(16.99)	(8.90)
Profitability	Pre-tax Profit to Paid-in Capital Ratio (%)	(27.84)	(15.50)
	Profit Rate (%)	(44.71)	(19.82)
	Earnings Per Share(NT\$)	(2.96)	(1.76)

(3) Analysis of financial structure, solvency, and profitability:

(4) Research development:

In terms of research and development, the Company will continue to focus on delivering new products and innovative ideas, while actively presenting proposals to clients to strengthen customer relationships. At the same time, this process will enable in-depth analysis of the key success factors and market value of new products, serving as a critical foundation for future product design and development.

2. The 2025 business plan:

(1) Management policy:

In 2025, the Company will deepen its core management philosophy of "Integrity, Trust, and Sustainability" while proactively responding to the challenges posed by rapid global economic changes. Through innovation and digital transformation, we are committed to enhancing operational efficiency, expanding into emerging markets, and building a comprehensive customer service system. At the same time, we will continue to strengthen the professional capabilities of our team to meet diverse global demands and ensure the Company's long-term, stable growth.

(2) Expected sales volume and foundation:

Despite uncertainties in the global trade environment in 2025, the Company anticipates sales volume to surpass that of 2024 based on the following factors:

1. Aggressive expansion into emerging markets such as Southeast Asia and Oceania.

2. 1. Upgrades and enhancements of key product lines to improve market competitiveness.
3. 1. Adjusted sales strategies aimed at reducing time-to-market and responding swiftly to market demand.

(3) Business policies:

• 1. Market Expansion: Penetrate the Asian and Oceanian markets through localized strategies and by identifying suitable local partners to strengthen market presence.
• 1. Digital Business Model: Advance omnichannel digital marketing, leveraging big data analytics to precisely target customer segments and optimize the shopping experience.
• 1. Product Innovation and R&D: Allocate resources toward the application of new technologies and materials, focusing on the development of eco-friendly and smart products in line with environmental trends and customer expectations.

(4) Future development strategy:

• 1. Brand Development: Reinforce the Company's proprietary brands by reshaping brand image, extending product lines, and deepening product storytelling and value creation. Meanwhile, explore opportunities in high value-added market segments.
• 1. Technological Collaboration and R&D: Collaborate with academic institutions and innovative enterprises to stay at the forefront of technology and develop new functional products.
• (5) Business Focus

In 2025, the Company will elevate its beauty product business to a strategic core position, focusing on the development of high-margin, market-attractive products. Additionally, we aim to enhance the international competitiveness of our products through certifications and patents. The Company will also continue to expand its portfolio of distributed beauty products to meet diverse and personalized customer needs.

(6) External Challenges and Response Strategies:

• 1. Market Volatility Management: Flexibly adjust market strategies and optimize resource allocation in response to geopolitical and trade policy developments.
• 1. Market Trend Forecasting: Conduct regular market analysis to incorporate consumer preferences and future trends into product development strategies.

Looking ahead to 2025, the Company will continue to uphold its core management principles of Integrity, Trust, and Sustainability, embracing innovation and adaptability in the face of new challenges and opportunities. We will persist in driving product upgrades and market expansion,

strengthening our professional competitiveness in core business areas to achieve steady and sustainable growth.

We make a firm commitment to all shareholders who have supported and trusted the Company we will continue to create long-term value and remain dedicated to the goal of sustainable corporate development. At the same time, as a responsible corporate citizen, we are committed to giving back to society and meeting public expectations. Together with our shareholders, we aim to create a better future and move forward toward a vision of shared prosperity and success.

In closing, we would like to express our sincerest gratitude to all our customers, suppliers, shareholders, and employees for their long-standing support, encouragement, and valuable guidance.

Chairman: Ho, Meng-Hung General Manager: Chi, Chiao-Erh Chief Accountant: Wang, Shuo-Wei

Attachment 2

Yong Yi International Group Co., Ltd Audit Committee's Review Report

The Board of Directors has prepared the Company's 2024 Business Report, Consolidated Financial Reported and Deficit Compensation. The Baker Tilly Clock & Co was retained to audit the Company's Consolidated Financial Report and has issued an audit report relating to the Financial Statements. The aforesaid Business Report, Financial Reports and Deficit Compensation have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To

Yong Yi International Group Co., Ltd

Chairman of the Audit Committee: TING,Pang-Chen

March 14, 2025

2024 Directors' remuneration allocation report Explanation. Attachment 3

The Company's policy, standards and combination of remuneration to directors, the procedures for determining

remuneration and its correlation with operating performance and future risks::

The company's remuneration for directors is based on the company's "Regulations on Salary and Bonus Remuneration for Directors and Functional Committee Members", which pays directors (including independent directors) a fixed monthly salary remuneration and attendance fees for the board of directors and functional committees. Regarding directors' remuneration, according to Article 14.6 of the company's articles of association, if the company makes a profit during the year, no more than 3% should be allocated as directors' remuneration. However, the distribution of individual remuneration to each director is based on the company's "Board of Directors Performance Evaluation Methods" and "Director and Functional Committee Salary and Bonus Remuneration Methods", with reference to the company's operating performance, future industry operating risks and development trends, directors' The degree of participation in the company's operations and the value of the contribution will be reviewed by the Salary and Remuneration Committee and implemented after approval by the Board of Directors.

					Director's Remunerations						(A+B+C+D) as a %				Compensation Earned by a Director Who is an Employee of KE or of KE's Consolidated Entities						(A+B+C+D+E+F+	Co fro mp
Ti			Base Compensation(A)		Severance Pay and pensions(B)		Compensation to Directors(C)		Allowances (D)		of Net Income	Salary, Bonuses and Allowances(E) (Note 3)			Severance Pay and pensions (F)		Employees' Profit Sharing Bonus (G)				G) as a % of Net Income	m en a N sat Af ion on fil
tle	Name	Th e c	Co nso lid Fro	Th e c	Co nso lid Fro	Th e c	Co nso lid Fro	Th e c	Co nso lid Fro	Th e c	Co nso lid Fro	Th e c	Co nso lid Fro	Th e c	Co nso lid Fro		The company		From all Consolidated Entities	Th e c	Co nso lid Fro	pa -C iat on id es so to lid dir
		om pa ny	ate m d E all nti tie s	om pa ny	ate m d E all nti tie s	om pa ny	ate m d E all nti tie s	om pa ny	ate m d E all nti tie s	om pa ny	ate m d E all nti tie s	om pa ny	ate m d E all nti tie s	om pa ny	ate m d E all nti tie s	Ca sh	am Sto oun ck t	Ca sh	am Sto oun ck t	om pa ny	ate m d E all nti tie s	ate ec d tor s
Di re cto r	想大投資股份有限 公司 Represented by: HO, MENG-HUNG (Note5)	1,380	1,671	-	-	-	-	-	20	1,380 (1.02%)	1,691 (1.25%)	-	-	-	-	-	-	-	-	1,380 (1.02%)	1,691 (1.25%)	None
Di re cto r	布斐特投資股份 有限公司 Represented by: CHI, CHIAO-ERH	-	-	-	-	-	-	-	70	-	70 (0.05%)	553	4,464	-	78	-	-	-	-	553 (0.41%)	4,612 (3.42%)	None

Unit:NT\$ Thousand; %

2024 Directors' remuneration allocation report Explanation.

					Director's Remunerations										Compensation Earned by a Director Who is an Employee of KE or of KE's						(A+B+C+D+E+F+	Co
Ti			Base Compensation(A)		Severance Pay and pensions(B)		Compensation to Directors(C)		Allowances (D)		(A+B+C+D) as a % of Net Income		Salary, Bonuses and Allowances(E) (Note 3)		Consolidated Entities Severance Pay and pensions (F)		Employees' Profit Sharing Bonus (G)				G) as a % of Net Income	fro mp m en a N sat Af ion on
tle	Name	Th e c om	Co nso lid Fro ate m d E	Th e c om	Co nso lid Fro ate m d E	Th e c om	Co nso lid Fro ate m d E	Th e c om	Co nso lid Fro ate m d E	Th e c om	Co nso lid Fro ate m d E	Th e c om	Co nso lid Fro ate m d E	Th e c om	Co nso lid Fro ate m d E		The company am		From all Consolidated Entities am	Th e c om	Co nso lid Fro ate m d E	fil pa -C iat on id es so to lid dir ate ec
		pa ny	all nti tie s	pa ny	all nti tie s	pa ny	all nti tie s	pa ny	all nti tie s	pa ny	all nti tie s	pa ny	all nti tie s	pa ny	all nti tie s	Ca sh	Sto oun ck t	Ca sh	Sto oun ck t	pa ny	all nti tie s	d tor s
Di re cto r	國誠旺旺投資有限 公司 Represented by: CHANG, CHENG-CHUNG (Note5)	-	-	-	-	-	-	-	20	-	20 (0.01%)	-	1,920	-	67	-	-	-	-	-	2,007 (1.49%)	None
Di re cto r	國誠旺旺投資有限 公司 Represented by: HUANG, KUO-CHENG	600	600	-	-	-	-	-	70	600 (0.44%)	670 (0.50%)	-	-	-	-	-	-	-	-	600 (0.44%)	670 (0.50%)	None
Di re cto r	布斐特投資股份 有限公司 Represented by: PEN, CHENG-CHI (Note5)	162	162	-	-	-	-	-	20	162 (0.12%)	182 (0.13%)	-	-	-	-	-	-	-	-	162 (0.12%)	182 (0.13%)	None
Di re cto r	想大投資股份有限 公司 Represented by: YANG, TSE-MING (Note5)	162	162	-	-	-	-	-	15	162 (0.12%)	177 (0.13%)	-	-	-	-	-	-	-	-	162 (0.12%)	177 (0.13%)	None
Di re cto r	LEE, HUNG-CHING (Note3)	3,158	3,160	-	-	-	-	-	45	3,158 (2.34%)	3,205 (2.37%)	-	-	-	-	-	-	-	-	3,158 (2.34%)	3,205 (2.37%)	None
Di re cto r	TSAI, MAO-BANG (Note5)	438	438	-	-	-	-	-	40	438 (0.32%)	478 (0.35%)	-	-	-	-	-	-	-	-	438 (0.32%)	478 (0.35%)	None

2024 Directors' remuneration allocation report Explanation.

					Director's Remunerations						(A+B+C+D) as a %				Compensation Earned by a Director Who is an Employee of KE or of KE's Consolidated Entities						(A+B+C+D+E+F+	Co mp fro
Ti			Base Compensation(A)		Severance Pay and pensions(B)		Compensation to Directors(C)		Allowances (D)		of Net Income	Salary, Bonuses and Allowances(E) (Note 3)			Severance Pay and pensions (F)		Employees' Profit Sharing Bonus (G)				G) as a % of Net Income	m en a N sat Af ion on
tle	Name	Th e c	Co nso lid Fro ate	Th e c	Co nso lid Fro ate	Th e c	Co nso lid Fro ate	Th e c	Co nso lid Fro ate	Th e c	Co nso lid Fro ate	Th e c	Co nso lid Fro ate	Th e c	Co nso lid Fro ate		The company		From all Consolidated Entities	Th e c	Co nso lid Fro ate	fil -C pa iat on id es so to lid dir
		om pa ny	m d E all nti tie s	om pa ny	m d E all nti tie s	om pa ny	m d E all nti tie s	om pa ny	m d E all nti tie s	om pa ny	m d E all nti tie s	om pa ny	m d E all nti tie s	om pa ny	m d E all nti tie s	Ca sh	am Sto oun ck t	Ca sh	am Sto oun ck t	om pa ny	m d E all nti tie s	ate ec d tor s
In de pe nd en	TING, PANG-CHEN	600	600	-	-	-	-	-	89	600 (0.44%)	689 (0.51%)	-	-	-	-	-	-	-	-	600 (0.44%)	689 (0.51%)	None
t In de pe nd en	CHIEN, PING-TSUN	600	600	-	-	-	-	-	82	600 (0.44%)	682 (0.51%)	-	-	-	-	-	-	-	-	600 (0.44%)	682 (0.51%)	None
t In de pe nd en	CHENG, YU-WEI (Note2)	342	342	-	-	-	-	-	56	342 (0.25%)	398 (0.29%)	-	-	-	-	-	-	-	-	342 (0.25%)	398 (0.29%)	None
t In de pe nd en	HUANG, YI-TSUNG (Note4)	400	400	-	-	-	-	-	64	400 (0.30%)	464 (0.34%)	-	-	-	-	-	-	-	-	400 (0.30%)	464 (0.34%)	None
t In de pe nd en	TSAI, CHUNG-YUAN (Note4)	400	400	-	-	-	-	-	59	400 (0.30%)	459 (0.34%)	-	-	-	-	-	-	-	-	400 (0.30%)	459 (0.34%)	None

1.Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time input with the amount of remuneration:

Regarding the remuneration of independent directors, in accordance with the provisions of Article 38-3 of the company's articles of association and the "Measures for Salary and Bonus Remuneration of Directors and Functional Committee Members", directors (including independent directors) will be paid a fixed salary and remuneration on a monthly basis. Board and functional committee attendance fees.

2.Other than as disclosed in the above table, the remuneration earned by Directors providing services (e.g. providing consulting services as a non-employee) to the Company and all consolidated entities in the latest fiscal year:None.

Note 1:It refers to the salary, job bonus, severance pay, various bonuses, incentives, travel expenses, special expenses, various allowances, dormitories, cars and other physical provisions received by part-time director employees in 2024. Including obtaining employee stock option certificates, salary expenses recognized in accordance with IFRS2 "Share-based benefits" should also be included in remuneration.

Note 2:At the Annual General Meeting held on June 6, 2024, the Company elected additional directors, who commenced their term on the same date.

Note 3:Director LEE,HUNG-CHING resigned on August 23, 2024.

Note 4:Directors HUANG,YI-TSUNG and TSAI,CHUNG-YUAN resigned on August 29, 2024.

Note 5:The company will re-elect directors at the extraordinary shareholders' meeting on September 24, 2024, and the fifth term of directors will retire on September 24, 2024.

Note 6:The company will re-elect directors at the extraordinary shareholders' meeting on September 24, 2024, and the sixth directors will be newly appointed on September 24, 2024.

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders Yong Yi International Group Co., Ltd

Opinion

We have audited the consolidated financial statements of Yong Yi International Group Co., Ltd and its subsidiaries (the "Group"), which comprise the consolidated balance sheets as of December 31,2024, the consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for the year ended December 31, 2024, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China (ROC).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2024 are stated as follows:

Valuation of inventories

As disclosed in the consolidated financial statements, Yong Yi International Group Co., Ltd. and its subsidiaries expanded into the beauty care market during the second half of 2024. For the year ended December 31, 2024, sales of body care products accounted for 38.73% of the Group's consolidated revenue. Skincare and beauty-related products typically have short life cycles and are time-sensitive in nature. As a result, their net realizable value is highly susceptible to fluctuations in market conditions and sales performance, which may give rise to potential inventory obsolescence and impairment losses.

Management determines the net realizable value of inventories by exercising significant judgment and estimates as of the balance sheet date. Each inventory item is assessed individually, with the lower of cost or net realizable value recognized. For items with specific expiration dates, management further considers their usability and marketability in the assessment. If the net realizable value is lower than cost, an inventory write-down is recognized.

Due to the judgment involved in assessing the net realizable value of inventory and the potentially material impact on the consolidated financial statements, we considered inventory valuation to be a key audit matter.

Please refer to Notes4(6),5(2),and6(5)to the consolidated financial statements for further details.

Our audit procedures in response to this key audit matter included the following:

• 1.Obtained and evaluated the Group's inventory valuation policy to assess the criteria and methodology for recognizing write-downs, and confirmed the application of the policy during the reporting period.
• 2.Participated in the year-end physical inventory observation to identify obsolete, damaged, or unsellable items.
• 3.Obtained the inventory aging report and performed aging tests, including sample testing of inventory items by tracing part numbers to inventory movement records and reviewing product expiration dates, to validate the accuracy of aging classifications and assess their impact on inventory valuation.
• 4.Obtained the net realizable value report of inventories, assessed the calculation methodology, and performed sample testing by tracing key data to supporting documents. We also recalculated the inventory valuation to verify that the lower of cost and net realizable value was properly applied and that appropriate write-downs were recognized.

Existence of Revenue from Major Customers

Yong Yi International Group Co., Ltd. and its subsidiaries are primarily engaged in the sale of kitchenware, household items, personal care products, electronics, and sports equipment. Revenue from major customers has a significant impact on the Group's consolidated financial statements. Due to the inherent high risk associated with revenue recognition and the materiality of sales to major customers, we identified the existence of revenue from these customers as one of the key audit matters.

Please refer to Notes 4(11) and 6(16) to the consolidated financial statements for further details.

Our audit procedures in response to this key audit matter included the following:

• 1.Obtained an understanding of internal controls related to the sales process and assessed the control procedures performed by management.
• 2.Inspected credit assessment documentation for major customers and cross-checked it against publicly available information.
• 3.Reviewed credit approval documents for major customers.
• 4.Obtained detailed sales listings for major customers and performed sampling to verify supporting documentation such as sales invoices and delivery records.
• 5.Sent confirmation requests to selected major customers to confirm outstanding accounts receivable balances.
• 6.Reviewed subsequent collection information for major customers and verified the related supporting documents.

Other Matters

The consolidated financial statements of Yong Yi International Group Co., Ltd for the year ended December 31, 2023, were audited by another auditor who expressed an unmodified opinion on thosestatements on March 13, 2024.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease its operations, or has no realistic alternative but to do so. Those charged with governance including members of 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 maintain 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 effectiveness of the Group'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 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.
• 5.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.
• 6.Obtain sufficient and 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 forthe year ended December 31, 2024 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.

The engagement partners on the audit resulting in this independent auditors' report are Lai, Chia-Yu and Lin, Chi-Ping.

Baker Tilly Clock & Co March 14, 2025

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flow in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors ' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

Yong Yi International Group Co., Ltd. And Subsidiaries CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

	ASSETS		December 31, 2024		December 31, 2023
Code	Accounting Item	Note	Amount	%	Amount	%
11xx	Current assets
1100	Cash and cash equivalents	6(1)	\$ 199,847	20	\$ 435,386	47
1136	Current financial assets at amortized cost	6(2)	488,365	49	305,794	33
1170	Accounts receivable	6(3)	43,673	4	81,064	9
1200	Other receivables	6(4)	16,786	2	6,624	1
1220	Current tax assets	6(18)	532	-	385	-
130X	Inventories, net	6(5)	27,211	3	2,954	-
1410	Prepayments	6(6)	21,788	2	12,722	1
1479	Other current assets		15	-	35	-
11xx	Total current assets		798,217	80	844,964	91
15xx	Non-current assets
1600	Property, plant and equipment	6(7)、8	181,879	18	3,054	-
1755	Right-of-use assets	6(8)	8,818	1	14,669	2
1780	Intangible assets		297	-	233	-
1840	Deferred tax assets	6(18)	886	-	8,830	1
1995	Other non-current assets	6(9)	4,716	1	57,551	6
15xx	Total non-current assets		196,596	20	84,337	9
	Total assets		\$ 994,813	100	\$ 929,301	100

(In Thousands of New Taiwan Dollars)

Please refer to the accompanying notes to the consolidated financial statements.

(Continued)

Yong Yi International Group Co., Ltd. And Subsidiaries CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

	LIABILITIES AND EQUITY		December 31, 2024		December 31, 2023
Code	Accounting Item	Note	Amount	%	Amount	%
21xx	Current liabilities
2130	Current contract liabilities	6(17)	\$ 1,656	-	\$ 4,397	1
2170	Accounts payable		8,273	1	3,082	-
2200	Other payables	6(10)	23,486	2	21,586	2
2230	Current tax liabilities	6(18)	6,113	1	16,096	2
2280	Current lease liabilities	6(8)	3,619	-	4,034	1
2399	Other current liabilities, others		1,043	-	1,617	-
21xx	Total current liabilities		44,190	4	50,812	6
25xx	Non-current liabilities
2540	Non-current portion of non-current borrowings	6(11)	118,210	12	-	-
2550	Non-current provisions	6(12)	94,076	10	-	-
2560	Current tax liabilities-non current	6(18)	2,392	-	8,500	1
2570	Deferred tax liabilities	6(18)	329	-	134	-
2580	Non-current lease liabilities	6(8)	4,936	1	10,315	1
2600	Other non-current liabilities		610	-	-	-
25xx	Total non-current liabilities		220,553	23	18,949	2
2xxx	Total liabilities		264,743	27	69,761	8
3xxx	Equity	6(14)
3110	Ordinary share		455,487	46	455,487	49
3200	Capital surplus		333,570	34	330,913	36
3300	Retained earnings
3310	Legal reserve		70,586	7	150,590	16
3320	Special reserve		10,896	1	10,896	1
3350	Accumulated Deficit		(135,003)	(14)	(80,004)	(9)
3400	Other equity interest	6(15)	(5,466)	(1)	(8,342)	(1)
3xxx	Total equity		730,070	73	859,540	92
	Total liabilities and equity		\$ 994,813	100	\$ 929,301	100

(In Thousands of New Taiwan Dollars)

Please refer to the accompanying notes to the consolidated financial statements.

Yong Yi International Group Co., Ltd. And Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

			2024		2023
Code	Accounting Item	Note	Amount	%	Amount	%
4000	Operating revenue	6(16)	\$ 301,923	100	\$ 403,711	100
5000	Operating costs	6(5)、7	(264,641)	(88)	(309,459)	(77)
5900	Gross profit (loss) from operations		37,282	12	94,252	23
6000	Operating expenses
6100	Selling expenses		(108,418)	(36)	(94,320)	(23)
6200	Administrative expenses		(56,697)	(19)	(77,471)	(19)
6300	Research and development expenses		-	-	-	-
6450	Expected credit impairment loss		11,970	4	(64,521)	(16)
6000	Total operating expenses		(153,145)	(51)	(236,312)	(58)
6900	Net operating loss		(115,863)	(39)	(142,060)	(35)
7000	Non-operating income and expenses
7100	Interest income		34,515	11	33,337	8
7010	Other income	6(17)	649	-	31,941	8
7020	Other gains and losses	6(17)	(43,448)	(14)	7,178	2
7050	Finance costs	6(17)	(2,666)	(1)	(981)	-
7000	Total non-operating income and expenses		(10,950)	(4)	71,475	18
7900	Loss from continuing operations before tax		(126,813)	(43)	(70,585)	(17)
7950	Tax expense	6(18)	(8,190)	(3)	(9,419)	(2)
8200	Loss from continuing operations		(135,003)	(46)	(80,004)	(19)
	Other comprehensive income
8360	Items that may be reclassified subsequently to profit or loss
8361	Exchange differences on translating the financial statements of foreign operations		2,876	1	(1,572)	-
8300	Total other comprehensive income		2,876	1	(1,572)	-
8500	Total comprehensive income		(132,127)	(45)	(81,576)	(19)
8600	Net profit/(loss) attributable to:
8610	Shareholders of the parent		\$ (135,003)	(46)	\$ (80,004)	(19)
8700	Total comprehensive income/(loss) attributable to:
8710	Shareholders of the parent		\$ (132,127)	(45)	\$ (81,576)	(19)
	Earnings per share	6(19)
9750	Basic		\$ (2.96)		\$ (1.76)
9850	Diluted		\$ (2.96)		\$ (1.76)

(In Thousands of New Taiwan Dollars, except for earnings per share amount)

Please refer to the accompanying notes to the consolidated financial statements.

Yong Yi International Group Co., Ltd. And Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars)

					Equity Attributable to Shareholders of the Parent
					Retained Earnings		Others
Code	Items	Common Stocks	Capital Surplus	Legal Capital Reserve	Special Capital Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Financial Statements	Total Equity
A1	BALANCE, JANUARY 1, 2023	\$ 455,487	\$ 352,092	\$ 150,590	\$ 10,896	\$ (23,777)	\$ (6,770)	\$ 938,518
C11	Deficits recovery - deducting in capital surplus	-	(23,777)	-	-	23,777	-	-
N1	Employee share-based payment	-	2,598	-	-	-	-	2,598
D1	Net loss in 2023	-	-	-	-	(80,004)	-	(80,004)
D3	Other comprehensive income (loss) in 2023	-	-	-	-	-	(1,572)	(1,572)
Z1	BALANCE, DECEMBER 31, 2023	\$ 455,487	\$ 330,913	\$ 150,590	\$ 10,896	\$ (80,004)	\$ (8,342)	\$ 859,540
B13	Legal reserve used to offset accumulated deficits	-	-	(80,004)	-	80,004	-	-
N1	Employee share-based payment	-	2,657	-	-	-	-	2,657
D1	Net loss in 2024	-	-	-	-	(135,003)	-	(135,003)
D3	Other comprehensive income (loss) in 2024	-	-	-	-	-	2,876	2,876
Z1	BALANCE, DECEMBER 31, 2024	\$ 455,487	\$ 333,570	\$ 70,586	\$ 10,896	\$ (135,003)	\$ (5,466)	\$ 730,070

Please refer to the accompanying notes to the consolidated financial statements.

Yong Yi International Group Co., Ltd. And Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

		2024	2023
Code	Description	Amount	Amount
AAAA	Cash flows from (used in) operating activities
A10000	Profit from continuing operations before tax	\$ (126,813)	\$ (70,585)
A20010	Adjustments:
A20100	Depreciation expense	8,088	12,864
A20200	Amortization expense	156	181
A20300	Expected credit impairment (profit) loss	(11,970)	64,521
A20400	Net profit on financial assets at fair value through profit or loss	-	(7,259)
A20900	Finance costs	2,666	981
A21200	Interest income	(34,515)	(33,337)
A21900	Share-based payments	2,657	2,598
A22500	Loss on disposal of property, plan and equipment	-	2,602
A24100	Unrealized foreign exchange gain	-	(1,340)
A29900	Other adjustments to reconcile profit (loss)	94,076	-
A29900	Gain on lease modification	(223)	(1,050)
A30000	Changes in operating assets and liabilities:
A31150	Accounts receivable	48,131	99,470
A31180	Other receivables	(12,615)	1,418
A31200	Inventories	(24,257)	3,359
A31230	Prepayments	(9,066)	29,240
A31240	Other current assets	20	(17)
A32125	Contract liabilities	(2,741)	3,013
A32150	Accounts payable	5,191	(13,563)
A32180	Other payable	2,399	(14,973)
A32230	Other current liabilities	(574)	255
A33000	Cash inflow generated from operations	(59,390)	78,378
A33100	Interest received	38,199	29,169
A33300	Interest paid	(2,666)	(981)
A33500	Income taxes paid	(16,289)	(29,339)
AAAA	Net cash flows from (used in) operating activities	(40,146)	77,227

(In Thousands of New Taiwan Dollars)

(Continued)

Yong Yi International Group Co., Ltd. And Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Code	Description	2024	2023
		Amount	Amount
BBBB	Cash flows from (used in) investing activities
B00040	Acquisition of financial assets at amortized cost	(182,571)	(277,399)
B00200	Disposal of financial assets at fair value through profit or loss	-	7,259
B02700	Acquisition of property, plant and equipment	(129,913)	(27,394)
B02800	Proceeds from disposal of property, plant and equipment	-	626
B03700	Increase in refundable deposits	-	(3,630)
B03800	Decrease in refundable deposits	1,095	-
B04500	Acquisition of intangible assets	(219)	-
BBBB	Net cash flows from (used in) investing activities	(311,608)	(300,538)
CCCC	Cash flows from (used in) financing activities
C01600	Proceeds from long-term debt	118,210	-
C03000	Increase in guarantee deposits received	610	-
C04020	Payments of lease liabilities	(4,954)	(10,624)
CCCC	Net cash flows from (used in) financing activities	113,866	(10,624)
DDDD	Effect of exchange rate changes on cash and cash equivalents	2,349	(1,288)
EEEE	Net increase (decrease) in cash and cash equivalents	(235,539)	(235,223)
E00100	Cash and cash equivalents at beginning of period	435,386	670,609
E00200	Cash and cash equivalents at end of period	\$ 199,847	\$ 435,386

Please refer to the accompanying notes to the consolssidated financial statements.

Attachment 5

Yong Yi International Group Co., Ltd

Deficit Compensation Statement

2024

Items	Total
Unappropriated accumulated deficit
of prior years	0
-: 2024 net loss	(135,003,066)
Deficit yet to be compensated	(135,003,066)
Note:
First half and second half of 2024 unappropriated retained earning both
are losses, the company proposed not to distribute dividends.

Chairman: Ho, Meng-Hung General Manager: Chi, Chiao-Erh CFO: Wang, Shuo-Wei

Yong Yi International Group Co., Ltd
永邑國際集團股份有限公司
公司章程修訂條文對照表(英文原文)

	1/11 > 2/1111. ノインデジャンプ
修訂後條文	原條文	說明
ARTICLES OF ASSOCIATION OF	ARTICLES OF ASSOCIATION OF
Yong Yi INTERNATIONAL GROUP CO.,	Yong Yi INTERNATIONAL GROUP CO.,
LTD EIGHTH AMENDED AND RESTATED	LTD SEVENTH AMENDED AND
	RESTATED
5.3 Share may not be issued in bearer	5.3 Share may not be issued in bearer
form. The Company adopts par value	form.	In compliance with
shares, such shares shall not be		legal amendments
converted into no-par value shares.
20.5 For so long as the shares are traded	20.5 For so long as the shares are traded	In compliance with
on the ESM or listed on the TWSE in	on the ESM or listed on the TWSE in	legal amendments
the ROC, the Company shall	the ROC, the Company shall
announce to the public the notice of	announce to the public the notice of a
general meeting, the proxy a	meeting, the general proxy
instrument, agendas and materials	instrument, agendas and materials
relating to the matters to be reported	relating to the matters to be reported
discussed in the general and	and discussed in the general
meetings, including but not limited	meetings, including but not limited
to, election or discharge of Directors,	to, election or discharge of Directors,
in accordance with Article 20.2	in accordance with Article 20.2
hereof, and shall transmit the same	hereof, and shall transmit the same
via the Market Observation Post in accordance with System	via the Market Observation Post in accordance System with
Applicable Public Company Rules.	Applicable Public Company Rules.
If the voting power of a Member at a	If the voting power of a Member at a
general meeting shall be exercised by	general meeting shall be exercised by
way of a written ballot, the Company	way of a written ballot, the Company
shall also send the written document	shall also send the written document
for the Member to exercise his voting	for the Member to exercise his voting
power together with the above	power together with the above
mentioned materials in accordance	mentioned materials in accordance
with Article 20.2. The Directors	with Article 20.2. The Directors
shall prepare a meeting handbook of	shall prepare a meeting handbook of
the relevant general meeting and	the relevant general meeting and
supplemental materials, which will be	supplemental materials, which will be
made available to all Members and	made available to all Members and
shall be transmitted to the Market Observation Post	shall be transmitted to the Market Observation
System in with Applicable accordance the	Post System in with Applicable accordance the
Public Company Rules. If the	Public Company If the Rules.
Company's total paid-in capital	total paid in Company's capital
exceeds NT\$2 billion at the most	exceeds NT\$10 billion at the most
recent financial year end date, or if	recent financial year end date, or if
the shareholding of foreign and PRC	the shareholding of foreign and PRC
investors reaches more than 30% of	investors reaches more than 30% of
the total number of issued shares as	the total number of issued shares as
recorded in the Register of Members	recorded in the Register of Members
as of the date of the general meeting	as of the date of the general meeting
held in the most recent financial year,	held in the most recent financial year,
of the foregoing transmission	of foregoing transmission the
information and materials via or to	information and materials via or to
the Market Observation Post System	the Market Observation Post System

shall be completed at least thirty (30)	shall be completed at least thirty (30)
days for an annual general meeting.	days for an annual general meeting.
48.3 To the extent permitted under the	48.3 To the extent permitted under the	In compliance with
of the Cayman Islands, laws	laws of the Cayman Islands,	legal amendments
Members continuously holding one	Members continuously holding one
per cent $(1\%)$ or more of the total	per cent $(1\%)$ or more of the total
issued shares of the Company for six	issued shares of the Company for six
months or longer may submit a	months or longer may:
written request the Audit to	(a) request in writing the Board to
Committee, to initiate litigation on	authorise Independent any
behalf of the Company against a	Director of the Audit Committee
director. The Taipei District Court of	to file a petition with the Taipei
Taiwan may be designated as the	District Court, ROC for and on
court of first instance for such	behalf of the Company against
litigation.	any of the Directors; or
If the Audit Committee fails to	$(b)$ request $\operatorname{in}$ writing any
legal proceedings within initiate	Independent Director of the
(30) days after the thirty	Audit Committee to file a
shareholder's request, the shareholder	petition with the Taipei District
may, to the extent permitted by	Court, the ROC for and on
Cayman Islands law, initiate legal	behalf of the Company against
proceedings behalf on of the	any of the Directors; or
Company against the Director. The	the Member(s) may, to the extent
Taipei District Court of Taiwan may	permitted under the laws of the
also be designated as the court of first	Cayman Islands, file a petition with
instance for such litigation.	the Taiwan Taipei District Court, the ROC for and on behalf of the
	against the relevant
	Company Directors within thirty (30) days after
	such Member(s) having made the
	request under the preceding clause
	(a) or (b) if (i) in the case of clause
	(a), the Board fails to make such
	authorisation or the Independent
	Director of the Audit Committee
	having been authorised by the Board
	fails to file such petition, or (ii) in the
	case of clause (b), the Independent
	Director of the Audit Committee fails
	to file such petition.