Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

YC AGM Information 2024

Jun 19, 2024

51960_rns_2024-06-19_0cbde9d5-396c-4d9f-a7a0-d916ebe3233b.pdf

AGM Information

Open in viewer

Opens in your device viewer

YC INOX Co., Ltd.

Minutes of 2024 Annual General Shareholders’ Meeting

(Translation)

Time: 9:00 a.m., June 17, 2024 (Monday)

Place: 5[th ] Floor of Administration Building, YC INOX Headquarters, No.270, Sec. 4, Jungshan Rd., Shijou Township, Chang-Hwa, Taiwan.

Shareholders presence status:

The number of shares present was 239,060,479 shares (including 36,553,306 shares exercising voting rights electronically), accounting for 50.83% of the total issued shares of the Company, which is 470,225,633 shares.

Chairman: Chang, Chin-Yu, the Chairman.

Recorder: Chan, Lieh-Lin

Directors present: Chang, Chin-Yu; Chang, Chin-Peng; Shih, Ya-Hui; Hsieh, Ming-Hong; Chang, Po-Kai

Independent Directors present: Chen, Tai-Shan; Pan, Cheng-Hsiung; Kuo, Chao-Sung;

Chang, Wei-Lun

Non-voting participants: Li, Yu-Fen, Attorney at law;

Tseng, Done-Yuin, CPA of Deloitte & Touche

Call Meeting to Order:

The number of shares represented by attending shareholders has reached the statutory threshold. The Chairman called the meeting to order according to the law.

Chairman’s Opening Address: (Omitted)

Report Items

Item 1: (proposed by the Board of Directors)

Description: The Company’s 2023 Business Report.

Explanation: Regarding the Company’s 2023 Business Report, please refer to page 6.

Item 2: (proposed by the Board of Directors)

Description: The 2023 Audit Committee’s review report.

Explanation: The 2023 financial statements have been audited by the Independent Auditors and reviewed by the Audit Committee. The Audit Committee’s review report and the Independent Auditors’ Audit Report have been issued respectively, please refer to page 9, page 10 to page 29.

Item 3: (proposed by the Board of Directors)

Description: The 2023 employees’ profit sharing and directors’ compensation.

Explanation: 1. The 2023 employees’ profit sharing and directors’ compensation is determined in accordance with Article 235-1 of the Company Act and the Articles of Incorporation.

  1. Due to the net loss incurred in 2023, the Company will not distribute employees’ profit sharing and directors’ compensation.

Item 4: (proposed by the Board of Directors)

Description: Amendment of Rules of Procedure for Board of Directors Meeting.

Explanation: The amendment was made in accordance with the Financial Supervisory Commission's letter of Jin-Guan-Zheng-Fa-Zi No.11203839965 on January 11, 2024, please refer to page 30.

Item 5: (proposed by the Board of Directors)

Description: Execution status of the 3[rd] Domestic Unsecured Convertible Corporate Bonds.

Explanation: Regarding the execution status of the 3[rd] Domestic Unsecured Convertible Corporate Bonds, please refer to page 32.

Item 6: (proposed by the Board of Directors)

Description: Execution status of endorsement, guarantee and lending funds to other parties. Explanation: Regarding the execution status of endorsement, guarantee and lending funds to other parties, please refer to page 33.

Proposed Resolutions for Ratification

Item 1: (proposed by the Board of Directors)

Description: To accept 2023 business report and financial statements.

Explanation: The 2023 business report and financial statements (incl. consolidated financial statements and parent company only financial statements) are all prepared, and have been audited by independent auditors of Deloitte & Touche. Please refer to page 10 to page 29.

Resolution:

  1. Shareholder Comments and Questions: None.

2. Shares represented at the time of voting: 239,060,479

Voting results
(Votes casted electronically)
% of the total represented
share present
Votes in favor:
237,307,312 votes
(35,031,139 votes)
99.26%
Votes against:
172,211 votes
(172,211 votes)
0.07%
Votes invalid:
-
-
Votes abstained:
1,580,956 votes
(1,349,956 votes)
0.66%

RESOLVED, that the 2023 business report and financial statements hereby were accepted as submitted.

Item 2: (proposed by the Board of Directors)

Description: To adopt the proposal of 2023 earnings distribution.

Explanation: Please refer the page 34 for the 2023 Earnings Distribution Table. Resolution:

  1. Shareholder Comments and Questions: None.

  2. Shares represented at the time of voting: 239,060,479

Voting results
(Votes casted electronically)
% of the total represented
share present
Votes in favor:
237,770,004 votes
(35,493,831 votes)
99.46%
Votes against:
183,612 votes
(183,612 votes)
0.07%
Votes invalid:
-
-
Votes abstained:
1,106,863 votes
(875,863 votes)
0.46%

RESOLVED, that the 2023 earnings distribution be and hereby was accepted as submitted.

Proposed Resolutions for Discussion

Item 1: (proposed by the Board of Directors) Description: To amend the Rules of Procedure for Shareholders’ Meeting.

Explanation: The draft amendment is stipulated in accordance with the Financial Supervisory

Commission's letter of Jin-Guan-Zheng-Fa-Zi No. 1120334642 on March 14, 2023, please refer to page 35.

Resolution:

  1. Shareholder Comments and Questions: None.

  2. Shares represented at the time of voting: 239,060,479

Voting results
(Votes casted electronically)
% of the total represented
share present
Votes in favor:
237,768,256 votes
(35,492,083 votes)
99.45%
Votes against:
157,231 votes
(157,231 votes)
0.06%
Votes invalid:
-
-
Votes abstained:
1,134,992 votes
(903,992 votes)
0.47%

RESOLVED, that the above proposal be and hereby was accepted as submitted.

Item 2: (proposed by the Board of Directors)

Description: Cash dividends distributed from capital surplus.

  • Explanation: 1. To maintain stable dividends policy for shareholders, the Company plans to distribute a cash dividend of NT$1 per share (NT$1,000 per thousand shares held) from the capital surplus, which will be distributed according to the shareholding ratio on the ex-dividend record date. Based on the registered common shares (470,002,421 shares) as of March 8, 2024, the Company plans to distribute NT$470,002,421.

  • If there are subsequent changes in the outstanding shares due to share buybacks, transfer or cancellation of treasury shares, conversion of convertible bonds, or issuance of common shares through cash capital increase, resulting in changes to the total dividend amount for shareholders, the Board is authorized to adjust the total dividend amount based on the shareholder roster on the ex-dividend record date to be determined by the Board.

  • In the event of any necessary changes due to actual needs or regulatory requirements, the Board is authorized to make amendments according to applicable laws and regulations.

Resolution:

  1. Shareholder Comments and Questions: None.

  2. Shares represented at the time of voting: 239,060,479

Voting results
(Votes casted electronically)
% of the total represented
share present
Votes in favor:
237,777,463 votes
(35,501,290 votes)
99.46%
Votes against:
169,309 votes
(169,309 votes)
0.07%
Votes invalid:
-
-
Votes abstained:
1,113,707 votes
(882,707 votes)
0.46%

RESOLVED, that the above proposal be and hereby was accepted as submitted.

Election

Item 1 (Proposed by the Board of Directors)

Description: Election of members of the 18th Board of Directors. (incl. independent directors) Explanation: 1. The current term for the Company’s 17[th] Board of Directors expires on June 17, 2024, pursuant to Article 195 of the Company Act and the Company's Articles of Incorporation, a comprehensive election of directors will be conducted at this annual general shareholders' meeting.

  1. According to Article 18 of the Articles of Incorporation, the Company shall establish the Board of Directors, consisting of nine to eleven directors.

  2. Nine directors (including four independent directors) shall be elected at the Annual General Shareholders' Meeting this year. The newly-elected directors will take office from the day of election, for a term of three years from June 17, 2024 to June 16, 2027. The outgoing directors will step down on the same day the newly-elected directors take office.

  3. In accordance with the Articles of Incorporation, candidate nomination mechanism shall be adopted for the election of directors (including independent directors), where shareholders are required to elect from the list of nominated director candidates, please refer to page 37.

Election Result:

The list of the newly elected directors with votes received is as follows:

Election date: June 17, 2024

Title Name Votes Received
Director Tai Chyang Investment Co., Ltd.
Representative: Chang, Chin-Yu
291,126,960
Title Name Votes Received
Director Chin Ying Fa Mechanical Ind Co., Ltd.
Representative: Shih, Ya-Hui
243,273,171
Director Chang, Chin-Peng 238,677,020
Director Hsieh, Ming-Hong 233,580,199
Director Chang, Po-Kai 227,875,105
Independent Director Chang, Wei-Lun 227,556,693
Independent Director Yen, Wen-Pi 222,482,997
Independent Director Wu, Ching-Chang 216,536,971
Independent Director Chen, Ming-Yu 211,657,939

Other Matters

Item 1: (Proposed by the Board of Directors)

Description: To adopt the lifting of non-competition restrictions for newly-elected directors. Explanation: 1. It is proposed to lift the non-competition restriction on newly -elected directors engaging in competitive activities within the scope of the Company's business, in accordance with Article 209 of the Company Law.

  1. Regarding the situation of competition among new directors, the details are as

follows:

llows:
Title Name Major Experiences
Director Tai Chyang
Investment Co., Ltd.
Representative:
Chang,Chin-Yu
Chairman(Representative), YC INOX TR
Çelik Sanayi ve Ticaret A.Ş.
Director Chin Ying Fa
Mechanical Ind Co.,
Ltd.
Representative: Shih,
Ya-Hui

Director, Chin Ying Fa Mechanical Ind.
Co., Ltd.
Head of Chan Ying Investment Co., Ltd.
Director, Acelon Chemicals & Fiber
Corporation.
Executive Manager, Pou Chen
Corporation
Director Chang, Po-Kai Managing Director, YC INOX TR Çelik
Sanayi ve Ticaret A.Ş.

Resolution:

  1. Shareholder Comments and Questions: None.

  2. Shares represented at the time of voting: 239,060,479

Voting results
(Votes casted electronically)
% of the total represented
share present
Votes in favor:
237,125,917 votes
(34,849,744 votes)
99.19%
Votes against:
451,044 votes
(451,044 votes)
0.18%
Votes invalid:
-
-
Votes abstained:
1,483,518 votes
(1,252,518 votes)
0.62%

RESOLVED, that the above proposal be and hereby was accepted as submitted.

Extraordinary Motions

After the Chairman inquired all attending shareholders, no extraordinary motions were proposed.

Meeting Adjourned

The chairman adjourned the meeting at 9:28 a.m.

The minutes of 2024 Annual General Shareholders’ Meeting shall record the essentials and results of the proceedings in accordance with Article 183, paragraph 4 of the Company Act. The contents, procedures and speeches of shareholder during the meeting are still subject to the audiovisual records of the meeting.

2023 Business Report

In 2023, both the domestic and global stainless steel industries had not yet fully recovered. Therefore, the Company's performance in 2023 was similar to that of the previous year in 2022. Other than continued to reduce inventory level, the Company also made timely adjustments to the source of raw materials and the sales portfolio. In 2023, the total volume sold was increased by approximately 0.5% (compared to 2022), while sales were decreased by approximately 16.2%, meanwhile profit before income tax was decreased by approximately 66.3% to 506,195 thousand, and net profit (loss) was decreased by approximately 132.8% to -169,815 thousand. The decrease in net profit (loss) is mainly due to the accumulated inflation rate exceeding 100% over the past three years in the economic environment of Turkiye. The subsidiary located in Turkiye has recognized a hyperinflation loss of TRY 825,360 thousand in accordance with the International Accounting Standard 29 (IAS 29), "Financial Reporting in Hyperinflationary Economies."

Moreover, our mills in Turkiye have commenced mass production. We can not only be able to supply local customers to avoid tariff barriers, but to make best global sales arrangements according to global stainless steel production and supply/demand condition.

1. 2023 Business Report

1.1 Operation Result:

Unit: NT$ thousands

Items 2023 2022 Variance Growth Rate(%)
Stainless Steel Pipe/Tube 8,192,834 9,444,165 (1,251,331) (13.3)
Stainless Steel Sheet/Coil 5,164,989 6,524,595 (1,359,606) (20.8)
Other Stainless Steel Products 233,789 289,177 (55,388) (19.2)
Electricity sales 32,440 4,610 27,830 603.7
Total 13,624,052 16,262,547 (2,638,495) (16.2)

1.2 Budget Execution:

Unit: Metric Ton

1.2 Budget Execution:
Unit: Metric Ton
Items 2023 Actual 2023 Budgeted (Note) Achievement rate (%)
Stainless Steel Pipe/Tube 74,048 73,558 100.7
Stainless Steel Sheet/Coil 58,655 60,224 97.4
Other Stainless Steel Products 2,383 2,258 105.5
Total 135,086 136,040 99.3

Note: The updated 2023 annual budget of YC INOX have been adopted by the Board of Directors on December 29, 2023.

  • 6 -

1.3 Condensed Financial Status and Profitability:

Unit: NT$ thousands

Items / Year 2023 2022
Financial
Result
Operating Revenue 13,624,052 16,262,547
Gross Profit 1,139,813 2,636,861
Income from Operations 506,195 1,500,588
Net Income Profit (Loss) (169,815) 518,282
Profitability Return on Total Assets (%) (0.3) 3.1
Return on Equity (%) (1.8) 5.2
Ratio of Profit (Loss) before Income Tax to Paid-In Capital (%) (5.2) 14.8
Profit Margin (%) (1.3) 3.2
Earnings Per Share (NT$) (0.38) 1.16

1.4 Progress in Research and Development:

The Company operates in the stainless steel processing industry, with a research and development focus on improving processing techniques and enhancing machinery, equipment, and processes. Research and development of product processing techniques are handled by the Production Unit. Currently, all production processes are wellestablished, and efforts have been made to achieve automation goals. The introduction of laser welding technology, zero-emission automated pickling processes, and automated warehouse systems showcases the Company's innovative products and technologies, making it a leader in the industry. The Company's product quality and its commitment to environmental protection are highly appreciated by customers.

The Company has made significant breakthroughs and achievements in research and development in both stainless steel pipe/tube manufacturing speed and stainless steel sheet processing, aiming to make its products more suitable for market needs and create high-value-added products. We believe that these developments will greatly benefit market development and cost reduction efforts.

2. Summary of 2024 Business Plan

2.1 Operating Strategy

  • A. Developing high value-added products and processing techniques, to enhance the competitiveness of our products.

  • B. Aggressively expanding overseas emerging markets to diversify sales risks.

  • C. Improving production efficiency and quality, reducing manufacturing costs.

  • D. Strengthening the implementation of the internal control system to improve management.

  • E. Enhancing employee education and training to improve employee quality and enhance the work quality and increase performance.

  • F. Continuously promoting sustainable development strategies and action plans, fulfill corporate social responsibilities, and achieving sustainable development goals.

  • 7 -

2.2 2024 Budget

Unit: Metric Ton

Unit:Metric Ton
Items 2024 Budget 2023 Actual Growth Rate (%)
Stainless Steel Pipe/Tube 85,880 74,048 16.0
Stainless Steel Sheet /Coil 70,810 58,655 20.7
Other Stainless Steel Products 2,910 2,383 22.1
Total 159,600 135,086 18.2

Explanation:

Against the backdrop of gradually easing global inflation, slower pace of interest rate hikes, and active economic stimulus measures implemented by various countries, the overall industry is poised to benefit from the recovery of end-demand and propel the steel market towards another period of prosperity. In the future, besides supplying products locally through overseas subsidiary, we will also continue to increase product added value to cope with the market changes. As for short-term annual sales targets, we will only make moderate adjustments to the product portfolio to maximize profits.

  • 2.3 Important Policies of Production and Marketing

  • A. Continuing to implement automatic equipment, to improve production techniques and efficiency so the manufacturing costs could be reduced.

  • B. Strengthening and integrate domestic and exporting sales channels and developing high value-added products to enhance market competitiveness.

  • C. Continuously evaluating overseas production bases in response to the trend of regional economics of the world.

  • D. Using financial instruments efficiently and strengthen customer credit inquiries to avoid bad debts and protect the Company’s interests.

Chairman: Chang, Chin-Yu

CEO: Chang, Chin-Yu

Chief Accounting Officer: Chang, Jung-Wei

  • 8 -

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2023 Business Report, Financial Statements, and proposal for the profit distribution. The CPA firm of Deloitte & Touche was retained to audit YC INOX’ Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and proposal for the profit distribution have been reviewed and determined to be correct and accurate by the Audit Committee members of YC INOX Co., Ltd. According to relevant requirements of Securities and Exchange Act. and the Company Act, we hereby submit this report.

To:

2024 General Shareholders’ Meeting of YC INOX Co., Ltd.

==> picture [97 x 12] intentionally omitted <==

Chairman of the Audit Committee: Chen, Tai-Shan

March 8, 2024

  • 9 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders YC Inox Co., Ltd.

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 10 -

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

Inventory Valuation

The amount of inventory held by the Group is considered material to the consolidated financial statements; out of this amount, inventory is made based on the lower of cost and net realizable value of inventory. As the inputs and assumptions used in the determination of the net realizable value involve management’s judgment, inventory assessment has been deemed a key audit matter. For the accounting policies, significant accounting judgments, estimates and uncertainty of assumptions related to inventory assessment as well as other related disclosures, refer to Notes 4, 5, and 10.

The main audit procedures performed with respect to the aforementioned key audit matter are as follows:

  1. We obtained an understanding of and assessed the appropriateness of the Group’s policies on the provision for inventory valuation loss and the related internal control procedures.

  2. We obtained the inventory valuation report, selected samples and sampled and reviewed the correctness and reasonableness of the net realizable value.

Other Matter

We have also audited the parent company only financial statements of YC Inox Co., Ltd. as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.

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

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

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including members of the audit committee) are responsible for overseeing the Group’s financial reporting process.

  • 11 -

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 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.

  7. 12 -

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Done-Yuin Tseng and Shu-Chin Chiang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 8, 2024

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows 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.

  • 13 -

YC INOX CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes receivable (Notes 4 and 20)
Trade receivables (Notes 4, 9, 20 and 27)
Other receivables (Note 4)
Inventories (Notes 4, 5 and 10)
Prepayments
Other current assets (Notes 4 and 28)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Property, plant and equipment (Notes 4 and 12)
Right-of-use assets (Notes 4 and 13)
Computer software (Notes 4 and 14)
Deferred tax assets (Notes 4 and 22)
Prepayments for equipment
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 15)

Contract liabilities - current (Note 20)
Notes payable
Trade payables
Other payables (Notes 17 and 18)
Current tax liabilities (Notes 4 and 22)
Lease liabilities - current (Notes 4 and 13)
Current portion of long-term borrowings (Note 15)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - non-current (Notes 4 and 16)
Bonds payable (Notes 4 and 16)
Long-term borrowings (Note 15)
Deferred tax liabilities (Notes 4 and 22)
Lease liabilities - non-current (Notes 4 and 13)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Guarantee deposits received

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Share capital
Ordinary shares
Registered capital (pending change)
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other equity

Total equity

TOTAL
2023
Amount
%
$ 688,845
4
198,000
1
74,675
-
902,158
5
516,051
3
4,075,158 22
1,186,159
7

3,116

-


7,644,162
42

1,865,234 10
6,906,175 38
10,548
-
7,944
-
467,954
2
1,068,459
6

343,913

2


10,670,227
58

$ 18,314,389
100

$ 5,751,078 31
432,997
2
494
-
116,005
1
273,323
1
119,823
1
6,236
-
471,429
3

38,349

-


7,209,734
39

-
-
228,240
2
1,844,048 10
2,614
-
3,755
-
41,284
-

34,545

-


2,154,486
12


9,364,220
51

4,475,783 25
224,241
1
2,302,582 13
1,346,931
7
133,890
1

466,742

2


8,950,169
49

$ 18,314,389
100
2022
Amount
%
$ 951,207
5

248,011
1

88,122
1

841,425
4

279,419
1

5,172,264 26

1,546,255
8

5,637

-

9,132,340
46

3,006,601 15

6,043,505 31

14,781
-

8,597
-

301,099
2

869,611
4

287,248

2

10,531,442
54
$ 19,663,782
100
$ 4,824,074 24

407,896
2

556
-

192,793
1

539,823
3

327,177
2

6,303
-

160,714
1

48,347

-

6,507,683
33

236
-

765,149
4

1,882,143 10

2,614
-

8,161
-

51,148
-

30,385

-

2,739,836
14

9,247,519
47

4,453,799 23

-
-

2,005,108 10

1,292,961
7

1,022,254
5

1,642,141

8

10,416,263
53
$ 19,663,782
100


























































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

  • 14 -

YC INOX CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE (Notes 4, 20 and 27)

OPERATING COSTS (Notes 5, 10 and 21)

GROSS PROFIT

OPERATING EXPENSES (Note 21)
Selling and marketing expenses
General and administrative expenses

Total operating expenses

INCOME FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES (Note 4)
Finance costs (Notes 4 and 21)
Interest income
Other gains and losses, net (Notes 4, 21 and 27)
Foreign exchange gain, net
Gain (loss) on fair value changes of financial instruments
at fair value through profit or loss
(Loss) gain on disposal of property, plant and equipment

Total non-operating income and expenses

NET (LOSS) PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 22)

NET (LOSS) PROFIT

OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit plans (Note 18)
Unrealized gain on investments in equity instruments at
fair value through other comprehensive income
Income tax related to items that will not be reclassified
subsequently to profit or loss (Note 22)
2023
Amount
%
$ 15,232,177 100

14,131,203
93


1,100,974

7

483,845
3

278,155

2


762,000

5


338,974

2

(143,734)
(1)
14,533
-
(803,664)
(5)
428,969
3
30,205
-

(5,817)

-


(479,508)

(3)

(140,534)
(1)

29,281

-


(169,815)

(1)

5,912
-
(1,141,368)
(8)

(1,182)

-


(1,136,638)

(8)
2022































Amount
%
$ 16,840,315 100

14,663,502
87

2,176,813
13

906,087
5

322,819

2

1,228,906

7

947,907

6

(81,477)
(1)

6,098
-

(534,228)
(3)

366,070
2

(19,111)
-

401

-

(262,247)

(2)

685,660
4

167,378

1

518,282

3

16,011
-

312,952
2

(8,669)

-

320,294

2
(Continued)
  • 15 -

YC INOX CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translation of the financial
statements of foreign operations
Income tax related to items that may be reclassified
subsequently to profit or loss (Note 22)

Other comprehensive income (loss) for the year, net
of income tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR

EARNINGS (LOSS) PER SHARE (Note 23)
Basic

Diluted
2023
Amount
%
$ (42,538)
-

8,507

-


(34,031)

-


(1,170,669)

(8)

$ (1,340,484)

(9)

$ (0.38)

$ (0.38)
2022












Amount
%
$ 1,031,005
6

(206,201)

(1)

824,804

5

1,145,098

7
$ 1,663,380
10
$ 1.16
$ 1.09

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

(Concluded)

  • 16 -

YC INOX CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2022

Appropriation of 2021 earnings
Legal reserve

Cash dividends distributed by the Company

Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax

Total comprehensive income for the year ended December 31, 2022

Convertible bonds converted to ordinary shares

Disposal of investments in equity instruments at fair value through other comprehensive income
by subsidiaries

BALANCE AT DECEMBER 31, 2022

Appropriation of 2021 earnings
Legal reserve

Cash dividends distributed by the Company

Net loss for the year ended December 31, 2023
Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax

Total comprehensive income (loss) for the year ended December 31, 2023

Convertible bonds converted to ordinary shares

BALANCE AT DECEMBER 31, 2023
Ordinary Shares (Note 19)
Capital Stock
Ordinary Shares
Registered Capital
Pending Change
$ 4,445,345
$ 1,080


-

-


-

-

-
-

-

-


-

-


8,454

(1,080)


-

-


4,453,799

-


-

-


-

-

-
-

-

-


-

-


21,984

224,241

$ 4,475,783
$ 224,241
Capital Surplus
(Note 19)
$ 1,994,700


-


-

-

-


-


10,408


-


2,005,108


-


-

-

-


-


297,474

$ 2,302,582
Retained Earnings (Note 19)
Legal Reserve
Unappropriated
Earnings
$ 1,166,385
$ 1,276,096


126,576

(126,576)


-

(666,964)

-
518,282

-

12,809


-

531,091


-

-


-

8,607


1,292,961

1,022,254


53,970

(53,970)


-

(669,309)

-
(169,815)

-

4,730


-

(165,085)


-

-

$ 1,346,931
$ 133,890
Other Equity (Note 4)
Exchange
Differences on
Unrealized gain
(loss) on Financial
Assets at Fair
Value through
Other
Translating
Foreign Operations
Comprehensive
Income
$ (1,012,464)
$ 1,530,923


-

-


-

-

-
-

824,804

307,485


824,804

307,485


-

-


-

(8,607)


(187,660)

1,829,801


-

-


-

-


-
-

(34,031)

(1,141,368)


(34,031)

(1,141,368)


-

-

$ (221,691)
$ 688,433
Total Equity
$ 9,402,065

-

(666,964)
518,282

1,145,098

1,663,380

17,782

-

10,416,263

-

(669,309)
(169,815)

(1,170,669)

(1,340,484)

543,699
$ 8,950,169


























Legal Reserve
$ 1,166,385


126,576


-

-

-


-


-


-


1,292,961


53,970


-

-

-


-


-

$ 1,346,931

The accompanying notes are an integral part of the financial statements.

  • 17 -

YC INOX CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax

Adjustments for:
Depreciation expense
Amortization expense
(Gain) loss on financial instruments at fair value through profit or loss, net
Finance costs
Interest income
Dividend income
Gain on lease modification
Loss (gain) on disposal of property, plant and equipment
Write-down of inventories
Loss (gain) on foreign currency exchange, net
Effect of hyperinflation
Changes in operating assets and liabilities:
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other comprehensive
income
Disposal of financial assets at fair value through other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of computer software
Decrease in other non-current assets
Increase in prepayments for equipment

Net cash used in investing activities
2023
$ (140,534)
354,050
5,920
(30,205)
143,734
(14,533)
(14,038)
-
5,817
11,140
21,226
825,360
13,387
(94,106)
(269,605)
711,705
27,083
2,574
35,654
(62)
(70,203)
(77,002)
(2,172)

(3,952)

1,441,238
14,533
14,038
(134,134)

(396,367)


939,308

-

79,980
(801,271)
42,868
862
(5,244)
900

(408,878)


(1,090,783)
2022












































$ 685,660

331,036

4,110

19,111

81,477

(6,098)

(10,425)

(29)

(401)

377,105

(28,063)

570,860

78,098

393,133

14,570

1,017,311

(698,397)

(2,629)

(110,308)

(14,001)

(577,619)

(83,602)

17,501

(4,098)

2,054,302

6,098

10,425

(72,299)

(388,130)

1,610,396

(39,771)

12,533

(1,034,925)

15,248

(2,676)

(6,281)

-

(327,987)

(1,383,859)
(Continued)
  • 18 -

YC INOX CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings

Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase (decrease) in guarantee deposits received
Repayments of the principal portion of lease liabilities
Cash dividends paid to owners of the Company

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2023
$ 19,722,566
(18,795,562)
1,000,000
(727,380)
4,160
(7,679)

(669,309)


526,796


(637,683)

(262,362)

951,207

$ 688,845
2022
















$ 20,216,918

(20,951,537)

1,400,000

(257,143)

(245)

(7,144)

(666,964)

(266,115)

(405,292)

(444,870)

1,396,077
$ 951,207

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

(Concluded)

  • 19 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders YC Inox Co., Ltd.

Opinion

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

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2023 and 2022, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 20 -

The key audit matter of the Company’s parent company only financial statements for the year ended December 31, 2023 is described as follows:

Inventory Valuation

The amount of inventory held by the Company is considered material to the parent company only financial statements; out of this amount, inventory is made based on the lower of cost and net realizable value of inventory. As the inputs and assumptions used in the determination of the net realizable value involve management’s judgment, inventory assessment has been deemed a key audit matter. For the accounting policies, significant accounting judgments, estimates and uncertainty of assumptions related to inventory assessment as well as other related disclosures, refer to Notes 4, 5, and 10.

The main audit procedures performed with respect to the aforementioned key audit matter are as follows:

  1. We obtained an understanding of and assessed the appropriateness of the Company’s policies on the provision for inventory valuation loss and the related internal control procedures.

  2. We obtained the inventory valuation report, selected samples and reviewed the correctness and reasonableness of the net realizable value.

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 members of 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 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.

  • 21 -

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 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 and appropriate audit evidence regarding the financial information of 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.

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 parent company only financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

  • 22 -

The engagement partners on the audits resulting in this independent auditors’ report are Done-Yuin Tseng and Shu-Chin Chiang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 8, 2024

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows 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 financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying parent company only 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 financial statements shall prevail.

  • 23 -

YC INOX CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes receivable (Notes 4 and 20)
Trade receivables (Notes 4, 9, 20 and 27)
Other receivables (Note 4)
Inventories (Notes 4, 5 and 10)
Prepayments
Other current assets (Notes 4 and 28)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 11)
Property, plant and equipment (Notes 4 and 12)
Right-of-use assets (Notes 4 and 13)
Computer software (Notes 4 and 14)
Deferred tax assets (Notes 4 and 22)
Prepayments for equipment
Other non-current assets (Note 4)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 15)

Contract liabilities - current (Note 20)
Notes payable
Trade payables
Other payables (Notes 17 and 18)
Current tax liabilities (Notes 4 and 22)
Lease liabilities - current (Notes 4 and 13)
Current portion of long-term borrowings (Note 15)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - non-current (Notes 4 and 16)
Bonds payable (Notes 4 and 16)
Long-term borrowings (Note 15)
Deferred tax liabilities (Notes 4 and 22)
Lease liabilities - non-current (Notes 4 and 13)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Guarantee deposits received

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Share capital
Ordinary shares
Registered capital (pending change)
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other equity

Total equity

TOTAL
2023
Amount
%
$ 431,443
2
198,000
1
74,444
-
668,333
4
490,340
3
3,050,044 17
104,363
1

2,100

-


5,019,067
28

1,612,380
9
6,137,723 34
4,324,205 24
4,646
-
5,499
-
466,083
2
501,524
3

51,505

-


13,103,565
72

$ 18,122,632
100

$ 5,681,078 31
419,149
2
494
-
112,304
1
210,847
1
105,266
1
2,707
-
471,429
3

16,432

-


7,019,706
39

-
-
228,240
2
1,844,048 10
2,614
-
2,026
-
41,284
-

34,545

-


2,152,757
12


9,172,463
51

4,475,783 25
224,241
1
2,302,582 13
1,346,931
7
133,890
1

466,742

2


8,950,169
49

$ 18,122,632
100
2022
Amount
%
$ 486,484
3

248,011
1

88,122
-

760,684
4

241,027
1

4,186,741 22

205,467
1

5,224

-

6,221,760
32

2,640,544 14

5,350,518 28

4,370,107 23

8,301
-

7,697
-

299,228
1

305,483
2

52,404

-

13,034,282
68
$ 19,256,042
100
$ 4,754,074 25

378,950
2

556
-

174,828
1

276,569
1

327,177
2

3,624
-

160,714
1

26,880

-

6,103,372
32

236
-

765,149
4

1,882,143 10

2,614
-

4,732
-

51,148
-

30,385

-

2,736,407
14

8,839,779
46

4,453,799 23

-
-

2,005,108 10

1,292,961
7

1,022,254
5

1,642,141

9

10,416,263
54
$ 19,256,042
100



























































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

  • 24 -

YC INOX CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET REVENUE (Notes 4, 20 and 27)

OPERATING COSTS (Notes 5, 10 and 21)

GROSS PROFIT
REALIZED (UNREALIZED) GAIN ON TRANSACTIONS
WITH SUBSIDIARIES (Note 4)
REALIZED GROSS PROFIT

OPERATING EXPENSES (Note 21)
Selling and marketing expenses
General and administrative expenses

Total operating expenses

INCOME FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES (Note 4)
Finance costs (Note 21)
Share of profit or loss of subsidiaries (Notes 4 and 11)
Interest income
(Loss) gain on disposal of property, plant and equipment
Other gains and losses, net (Notes 21 and 27)
Foreign exchange gain, net
Loss (gain) on fair value changes of financial instruments
at fair value through profit or loss
Total non-operating income and expenses

(LOSS) PROFIT BEFORE INCOME TAX
INCOME TAX (BENEFIT) EXPENSE (Notes 4 and 22)

NET (LOSS) PROFIT

OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or
loss:
Remeasurement of defined benefit plans (Note 18)
Unrealized (loss) gain on investments in equity
instruments at fair value through other
comprehensive income
Share of other comprehensive income (loss) of
subsidiaries accounted for using the equity method
Income tax related to items that will not be reclassified
subsequently to profit or loss (Note 22)
2023
Amount
%
$ 13,624,052 100

12,484,239
91

1,139,813
9

5,459

-


1,145,272

9

451,709
3

187,368

2


639,077

5


506,195

4

(140,702)
(1)
(690,853)
(5)
9,200
-
(5,534)
-
18,522
-
39,721
-

30,205

-


(739,441)

(6)

(233,246)
(2)

(63,431)

(1)


(169,815)

(1)

5,912
-
(1,028,164)
(8)
(113,204)
(1)

(1,182)

-


(1,136,638)

(9)
2022




































Amount
%
$ 16,262,547 100

13,625,686
84

2,636,861 16

(9,578)

-

2,627,283
16

898,309
6

228,386

1

1,126,695

7

1,500,588

9

(78,634)
-

(943,373)
(6)

4,435
-

403
-

34,659
-

156,616
1

(19,111)

-

(845,005)

(5)

655,583
4

137,301

1

518,282

3

16,011
-

276,568
2

34,506
-

(6,791)

-

320,294

2

(Continued)

  • 25 -

YC INOX CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translation of the financial
statements of foreign operations (Note 4)
Income tax related to items that may be reclassified
subsequently to profit or loss (Note 22)

Other comprehensive income (loss) for the year, net
of income tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(LOSS) EARNINGS PER SHARE (Note 23)
Basic

Diluted
2023
Amount
%
$ (42,538)
-

8,507

-


(34,031)

-


(1,170,669)

(9)

$ (1,340,484)
(10)

$ (0.38)

$ (0.38)
2022












Amount
%
$ 1,031,005
6

(206,201)

(1)

824,804

5

1,145,098

7
$ 1,663,380
10
$ 1.16
$ 1.09

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

(Concluded)

  • 26 -

YC INOX CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2022

Appropriation of 2021 earnings
Legal reserve

Cash dividends distributed by the Company

Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2022

Convertible bonds converted to ordinary shares

Disposal of investments in equity instruments at fair value through other comprehensive
income by subsidiaries

BALANCE AT DECEMBER 31, 2022

Appropriation of 2022 earnings
Legal reserve

Cash dividends distributed by the Company

Net loss for the year ended December 31, 2023
Other comprehensive income (loss) for the year ended December 31, 2023, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2023

Convertible bonds converted to ordinary shares

BALANCE AT DECEMBER 31, 2023
Ordinary Shares (Note 19)
Registered
Capital Stock
Ordinary Shares
Capital Pending
Change
Capital Surplus
(Note 19)
$ 4,445,345
$ 1,080
$ 1,994,700


-

-

-


-

-

-

-
-
-

-

-

-


-

-

-


8,454

(1,080)

10,408


-

-

-


4,453,799

-

2,005,108


-

-

-


-

-

-

-
-
-

-

-

-


-

-

-


21,984

224,241

297,474

$ 4,475,783
$ 224,241
$ 2,302,582
Retained Earnings (Note 19)
Legal Reserve
Unappropricated
Earnings
$ 1,166,385
$ 1,276,096


126,576

(126,576)


-

(666,964)

-
518,282

-

12,809


-

531,091


-

-


-

8,607


1,292,961

1,022,254


53,970

(53,970)


-

(669,309)

-
(169,815 )

-

4,730


-

(165,085)


-

-

$ 1,346,931
$ 133,890
Other Equity (Note 4)
Exchange
Differences on
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Translating
through Other
Foreign
Operations
Comprehensive
Income
$ (1,012,464)
$ 1,530,923


-

-


-

-

-
-

824,804

307,485


824,804

307,485


-

-


-

(8,607)


(187,660)

1,829,801


-

-


-

-


-
-

(34,031)

(1,141,368)


(34,031)

(1,141,368)


-

-

$ (221,691)
$ 688,433
Total Equity
$ 9,402,065
-
(666,964)
518,282
1,145,098
1,663,380
17,782
-
10,416,263
-
(669,309)
(169,815 )
(1,170,669)
(1,340,484)
543,699
$ 8,950,169

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

  • 27 -

YC INOX CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) income before income tax

Adjustments for:
Depreciation expense
Amortization expense
(Gain) loss on financial instruments at fair value through profit or loss, net
Interest expense
Interest income
Dividend income
Share of loss of subsidiaries
Loss (gain) on disposal of property, plant and equipment
Write-down of inventories
(Realized) unrealized gain on transactions with subsidiaries
Unrealized loss on foreign currency exchange, net
Changes in operating assets and liabilities:
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other comprehensive
income
Disposal of financial assets at fair value through profit or loss
Acquisition of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of computer software
Decrease in other non-current assets
Increase in prepayments for equipment

Net cash used in investing activities
2023
$ (233,246)
297,341
4,050
(30,205)
140,702
(9,200)
(14,038)
690,853
5,534
72,200
(5,459)
31,000
13,678
80,159
(268,289)
1,064,497
101,104
3,124
40,199
(62)
(62,524)
(91,450)
(10,443)

(3,952)

1,815,573
9,200
14,038
(132,530)

(318,010)


1,388,271

-
79,980
(1,628,341)
(208,133)
42,868
(1,852)
899

(259,438)


(1,974,017)
2022











































$ 655,583

280,746

3,479

19,111

78,634

(4,435)

(10,425)

943,373

(403)

112,000

9,578

10,131

78,098

473,500

52,816

2,216,095

172,751

(2,223)

(139,254)

(14,001)

(596,542)

(158,806)

692

(4,098)

4,176,400

4,435

10,425

(71,145)

(300,259)

3,819,856

(35,826)

-

(3,286,873)

(375,128)

15,249

(5,098)

-

(111,807)

(3,799,483)
(Continued)
  • 28 -

YC INOX CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings

Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Decrease in guarantee deposits received
Repayments of the principal portion of lease liabilities
Cash dividends paid to owners of the Company

Net cash generated from (used in) financing activities

NET DECREASE IN CASH
CASH AT THE BEGINNING OF THE YEAR

CASH AT THE END OF THE YEAR
2023
$ 19,582,566
(18,655,562)
1,000,000
(727,380)
4,160
(3,770)

(669,309)


530,705

(55,041)

486,484

$ 431,443
2022














$ 20,146,919

(20,881,538)

1,400,000

(257,143)

(245)

(3,579)

(666,964)

(262,550)

(242,177)

728,661
$ 486,484

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

(Concluded)

  • 29 -

YC INOX Co., Ltd.

Comparison Table for the Rules of Procedure for Board of Directors Meetings Before and After Amendment

Amended Articles

Article 8: (Reference materials, non-voting participants, and holding Board Meetings) During the Board Meeting, the management or Finance Department shall prepare relevant materials for directors’ reference at any time. During the board meeting, depends on the content of the proposal, personnel from relevant departments or subsidiaries can be notified to attend.

When necessary, certified public accountants, attorneys, or other professionals may also be invited to attend the meeting as non-voting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

The Chairman shall call the board meeting to begin at the scheduled meeting time upon the presence of more than one-half of all directors. In case one-half of all directors are not in attendance at the scheduled meeting time, the Chairman may postpone the meeting for that day , provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedures in Article 3, paragraph 2.

The number of "all directors," as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2, shall be counted in accordance with the number of directors currently in office.

Article 11: (Discussion of proposed resolutions) The discussion of proposed resolutions at a board meeting shall proceed in order in accordance with the agenda attached to the meeting notice. However, it can be changed with the consent of more than half of the attending directors.

The chairman may not announce adjournment of the meeting without the consent of more

Articles Before Amendment Description Article 8: (Reference materials, non-voting Amendment participants, and holding Board Meetings) in During the Board Meeting, the management or compliance Finance Department shall prepare relevant with materials for directors’ reference at any time. competent During the board meeting, depends on the rules and content of the proposal, personnel from laws. relevant departments or subsidiaries can be notified to attend. When necessary, certified public accountants, attorneys, or other professionals may also be invited to attend the meeting as non-voting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place. The Chairman shall call the board meeting to begin at the scheduled meeting time upon the presence of more than one-half of all directors. In case one-half of all directors are not in attendance at the scheduled meeting time, the Chairman may postpone the meeting, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedures in Article 3, paragraph 2. The number of "all directors," as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2, shall be counted in accordance with the number of directors currently in office. Article 11: (Discussion of proposed resolutions) Amendment The discussion of proposed resolutions at a in board meeting shall proceed in order in compliance accordance with the agenda attached to the with meeting notice. However, it can be changed competent with the consent of more than half of the rules and attending directors. laws. The chairman may not announce adjournment of the meeting without the consent of more

  • 30 -
Amended Articles Articles Before Amendment Description
than half of the attending directors.
In the process of a Board Meeting, if the
number of Directors present at the meeting
become fewer than half of the Directors
originally attending the meeting, the Chairman
shall announce a temporary adjournment of
the meeting upon a motion made by any
Director present at the meeting, and Article 8,
paragraph 5 applies mutatis mutandis to such
case.
During a board meeting, if the chairman is
unable to chair the meeting due to unforeseen
circumstances or fails to adjourn the meeting
as stipulated in the second paragraph, the
appointment of a proxy shall be made in
accordance with the provisions of Article 7,
Paragraph 3.
than half of the attending directors.
In the process of a Board Meeting, if the
number of Directors present at the meeting
become fewer than half of the Directors
originally attending the meeting, the Chairman
shall announce a temporary adjournment of
the meeting upon a motion made by any
Director present at the meeting, and Article 8,
paragraph 5 applies mutatis mutandis to such
case.
Article 20
These articles of the Rules of Procedure for
Board of Directors Meetings are stipulated on
December 29, 2006, (omitted), the tenth
amendment on November 4, 2022, the
eleventh amendment on March 10, 2023and
the twelfth amendment on March 8, 2024.
Article 20
These articles of the Rules of Procedure for
Board of Directors Meetings are stipulated on
December 29, 2006, (omitted), the tenth
amendment on November 4, 2022, and the
eleventh amendment on March 10, 2023.
Update the
date of
amendment.
  • 31 -

YC INOX Co., Ltd.

Execution status of issuance of the 3[rd] Domestic Unsecured Convertible Corporate Bonds

ecution status of issuance of the 3rdDomestic Unsecured Convertible Corporate Bon
Type of Corporate Bond The 3rdDomestic Unsecured Convertible Corporate Bonds
Date and document No. of
the approval issued by
competent authority
Letter of Jin-Guan-Zheng-Fa-Zi No.10903737121 of the Financial
Supervisory Commission on November 25, 2020
Date of Issuance December 15, 2020
Face Value per Bond NT$100,000
Issue Price At 100% of par value
Total Amount issued NT$1,000,000,000
Coupon Rate 0%
Issuance Period Five Years, the Maturity Date is December 15, 2025
Conversion price at
issuance
NT$26.5
Latest conversion price NT$22.4
Methods of Redemption Except the holders of the convertible corporate bonds convert it
into the Company’s common shares in accordance with Article 10
of Rules and Conditions of Issuance and Conversion of the 3rd
Domestic Unsecured Convertible Bonds (“the Rule”), or the
Company redeems the bond prior to maturity or repurchases the
bond from the securities firm for write-off in accordance with
Article 18 of the Rule, redemption payment will be made by cash
at par value upon maturity.
Unpaid Balance NT$ 227,400,000 (As of March 31, 2024)

As of March 31, 2024, the 3[rd] Domestic Unsecured Convertible Corporate Bonds valued at NT$772,600,000 has been converted into 33,094,890 common shares.

  • 32 -

YC INOX Co., Ltd.

Execution status of Endorsement, Guarantee and lending Funds to Other Parties

  1. Endorsement and Guarantee:

  2. 1.1 According to the Procedures of Endorsement and Guarantee of the Company, the total amount of endorsement/guarantee shall not exceed 40% of total equity of the Company's most recent financial statements. The amount of endorsement/guarantee for a single enterprise shall not exceed 20% of the total equity of the most recent financial statement of the Company

  3. 1.2 As of March 31, 2024, the balance of endorsement/guarantee is NT$320,000 thousand, which does not exceed the limit specified by the Company. (On March 31, 2024, total equity of the Company’s most recent financial statements is NT$9,536,946 thousand * 40% = NT$3,814,778 thousand; NT$9,536,946 thousand * 20% = NT$1,907,389 thousand) Details are as follows:

Unit: NTD/USD thousands

Unit: NTD/USD thousands
Endorsed/Guaranteed Party YC INOX TR Çelik Sanayi ve Ticaret A.Ş.
Consolidated Shareholding ratio 100%
Balance Amount US$ 10,000 (NT$ 320,000)
Date of adopted by the Board 2022.12.23 11thmeeting of the 17thsession
Actual Amount Used NT$0
Type Financing Guarantee
  1. Lending Funds to Other Parties:

  2. 2.1 According to the Procedures for Lending Funds to Other Parties of the Company, the total amount of lending funds shall not exceed 40% of total equity of the Company's most recent financial statements. The amount of lending funds to a single enterprise shall not exceed half of the total equity of the most recent financial statement of the Company.

  3. 2.2 As of March 31, 2024, the Company's unused balance of lending funds is NT$1,600,000 thousand, which does not exceed the limit specified by the Company. (On March 31, 2024, total equity of the Company’s most recent financial statements is NT$9,536,946 thousand * 40% = NT$3,814,778 thousand; NT$9,536,946 thousand * 20% = NT$1,907,389 thousand) Details are as follows:

Unit: NTD/USD thousands

Details are as follows: Details are as follows: Unit: NTD/USD thousands
Endorsed/Guaranteed Party YC INOX TR Çelik Sanayi ve Ticaret A.Ş.
Consolidated Shareholding ratio 100%
Balance Amount USD$ 50,000 (NT$ 1,600,000)
Date of adopted by the Board 2023.5.5 13thmeeting of the 17thsession
Actual Amount Used USD$ 15,000 (NT$ 480,000)
Type Operating capital
  • 33 -

YC INOX Co., Ltd.

2023 Earnings Distribution Table

Unit: NT$

Unit: NT$
Item
Beginning Balance of Unappropriated
Retained Earnings 298,974,642
2023 Net Loss (169,814,560)
Remeasurement of Defined Benefit Obligation
Recognized in Retained Earnings 4,729,735
2023 Net Profit (Loss) Plus Other Items
Designated to be Included in Unappropriated
Retained Earnings (165,084,825)
Subtotal 133,889,817
10% Legal Reserve
Retained Earnings Available for Distribution 133,889,817
Distribution item:
Cash Dividends
Ending Balance of Unappropriated Retained
Earnings 133,889,817

Chairman: Chang, Chin-Yu CEO: Chang, Chin-Yu

Chief Accounting Officer: Chang, Jung-Wei

  • 34 -

YC INOX Co., Ltd.

Comparison Table for the Rules of Procedure of Shareholders’ Meeting Before and After Amendment

Amended Articles Articles Before Amendment Description
Article 3:
Except as otherwise stipulated in laws and
regulations, the Company’s Shareholders’
Meeting shall be convened by the Board of
Directors.
Unless otherwise specified in the Regulations
Governing the Administration of Shareholder
Services of Public Companies, the Company
intends to hold a virtual shareholders'meeting
shall be clearly stated in the Articles of
Incorporation and approved by the Board of
Directors. Additionally, the convening of a
virtual shareholders'meeting must be carried
out based on a resolution approved by two-
thirds or more of the attending directors and a
majority of the present directors.
Changes in the method of convening the
Shareholders' Meeting of the Company shall be
resolved by the Board of Directors, and shall be
implemented no later than the dispatch of the
notice of the Shareholders' Meeting.
(Following contents which have not been
amended have omitted.)
Article 3:
Except as otherwise stipulated in laws and
regulations, the Company’s Shareholders’
Meeting shall be convened by the Board of
Directors.
Changes in the method of convening the
Shareholders' Meeting of the Company shall be
resolved by the Board of Directors, and shall be
implemented no later than the dispatch of the
notice of the Shareholders' Meeting.
(Following contents which have not been
amended have omitted.)
Amendment
in
compliance
with
competent
rules and
laws.
Article 6-1:
When the Company holds a Shareholders’
Meeting via video conference, the following
items shall be specified in the Shareholders’
Meeting notice.
1. Ways for shareholders to participate in
virtual meeting and exercise their rights.
(Following contents which have not been
amended have omitted.)
3. When convening a video-conference
shareholders’ meeting, it shall specify
appropriate alternative measures for
shareholders who have difficulty participating
in video-conferencing. Except in cases specified
in Article 44-9, paragraph 6 of the Regulations
Governing the Administration of Shareholder
Services of Public Companies, at least
connection equipment and necessary
Article 6-1:
When the Company holds a Shareholders’
Meeting via video conference, the following
items shall be specified in the Shareholders’
Meeting notice.
1. Ways for shareholders to participate in
virtual meeting and exercise their rights.
(Following contents which have not been
amended have omitted.)
3. When convening a video-conference
shareholders’ meeting, it shall specify
appropriate alternative measures for
shareholders who have difficulty participating
in video-conferencing.
Amendment
in
compliance
with
competent
rules and
laws.
  • 35 -
Amended Articles Articles Before Amendment Description
assistance shall be provided to shareholders.
Additionally, the period during which
shareholders may apply to the Company and
other relevant notes shall be stated.
Article 22:
Where a virtual shareholders’ meeting is held,
the Company shall provide appropriate
alternative measures available to shareholders
with difficulties in attending a virtual
shareholders’ meeting online. Except in cases
specified in Article 44-9, paragraph 6 of the
Regulations Governing the Administration of
Shareholder Services of Public Companies, at
least connection equipment and necessary
assistance shall be provided to shareholders.
Additionally, the period during which
shareholders may apply to the Company and
other relevant notes shall be stated.
Article 22:
Where a virtual shareholders’ meeting is held,
the Company shall provide appropriate
alternative measures available to shareholders
with difficulties in attending a virtual
shareholders’ meeting online.
Amendment
in
compliance
with
competent
rules and
laws.
Article24:
These Rules are stipulated on June 18, 2013.
The first amendment was approved on June
17, 2015.
The second amendment on June 18, 2020.
The third amendment on August 23, 2021.
The fourth amendment on June 16, 2023.
And the fifth amendment on XX XX, 2024.
Article 24:
These Rules are stipulated on June 18, 2013.
The first amendment was approved on June
17, 2015.
The second amendment on June 18, 2020.
The third amendment on August 23, 2021.
And the fourth amendment on June 16,
2023.
Update the
date of
amendment.
  • 36 -

YC INOX Co., Ltd.

List of Director (Incl. Independent Director) Nominees

Title Name Education Major Experiences Shares Hold
Director Tai Chyang Investment Co., Ltd.
Representative: Chang, Chin-Yu
Department of Mechanical
Engineering, Hwa Hsia
University of Technology
CEO, YC INOX Co., Ltd.
Chairman, Tai Chyang Investment Co., Ltd.
Chairman (Representative), Ji-Mao Investment
Co., Ltd.
Chairman (Representative), YC INOX TR Çelik
Sanayi ve Ticaret A.Ş.
61,209,508
Director Chin Ying Fa Mechanical Ind Co., Ltd.
Representative: Shih, Ya-Hui
Business Administration,
Faculty of Business
Administration, Kindai
University in Japan.
Director, Chin Ying Fa Mechanical Ind. Co., Ltd.
Head of Chan Ying Investment Co., Ltd.
Director, Acelon Chemicals & Fiber
Corporation.
Executive Manager,Pou Chen Corporation
6,898,000
Director Chang, Chin-Peng Kuang-Hwa Vocational Senior
High School of Technology
Deputy General Manager, Domestic Sales
Department - Southern Region, YC Inox Co.,
Ltd.
26,030,000
Director Hsieh, Ming-Hong M.D., PhD. Institute of
Medicine, Chung Shan
Medical University
Chung Shan Medical University Hospital
Attending Physician in the Department of
Psychiatry
Assistant Professor, School of Medicine at
Chung Shan Medical University
2,452,072
Director Chang, Po-Kai Bachelor of Business
Administration University of
Portland
Manager of General Manager office, YC INOX
Co., Ltd.
Managing Director, YC INOX TR Çelik Sanayi ve
Ticaret A.Ş.
Director (Representative), Ji-Mao Investment
Co., Ltd.
Supervisor, Tai Chyang Investment Co., Ltd.
6,834,549
  • 37 -
Title Name Education Major Experiences Shares Hold
Independent
Director
Chang, Wei-Lun Bachelor of Accounting,
National Taiwan University
CPA of CKH & W CPA Office 20,000
Independent
Director
Yen, Wen-Pi Master of Department of
Accounting and Information
Technology, National Chung
Cheng University
Partner, Ernst & Young, Taiwan
Independent Director, HUA YANG Precision
Machinery Co., Ltd.
Independent Director,Lightel Corporation
0
Independent
Director
Chen, Ming-Yu Department of Chemical
Engineering, Nanya Institute
of Technology;
Deputy General Manager of Administration
Department, YC INOX Co., Ltd.
126,000
Independent
Director
Wu, Ching-Chang Lunghwa Junior College of
Technology
Assistant to the General Manager, United Daily
News Group Economic Daily News
550,551
  • 38 -

YC INOX Co., Ltd.

Shareholdings Status of Directors

As of the book closure date on April 19, 2024, the Company has issued 470,225,633 common shares, according to Article 26 of Securities and Exchange Act, all directors shall collectively hold at least 16,000,000 common shares

A/C NO. Name Current Shareholding
(Shares)
21 Chang, Chin-Yu 20,761,774
41 Tai Chyang Investment Co., LTD. 61,209,508
7811 Chin Ying Fa Mechanical Ind Co., Ltd. 6,898,000
28 Hsieh, Ming-Hong 2,452,072
10927 Chang, Po-Kai 6,834,549
39854 Pan, Cheng-Hsiung 271,458
22460 Chen, Tai-Shan 135,513
46140 Kuo, Chao-Sung 417,884
142055 Chang, Wei-Lun 20,000
Total 99,000,758
  • Note 1: Refers to the number of shares stated in shareholder register on April 19, 2024, the book closure date for the 2023 Shareholders’ Meeting.

  • Note 2: As the Company has established the audit committee that satisfies the requirements of the Securities and Exchange Act, the minimum shareholding requirement for supervisors does not apply.

  • Note 3: The total shares held by the directors of the Company has already met the statutory standard of Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.

  • 39 -

YC INOX Co., Ltd. Articles of Incorporation

Chapter I: General Provisions

Article 1:

This Company is duly incorporated under the provisions governing company limited by shares as set forth in the Company Act, its full name is 允強實業股份有限公司 in Chinese, and YC INOX Co., Ltd. in English (hereinafter referred to as “the Company”).

Article 2:

The business scope of the Company are as follows:

  1. CA01050 Steel Secondary Processing;

  2. CA01990 Other Non-ferrous Metal Basic Industries;

  3. CA02990 Other Metal Products Manufacturing;

  4. CA03010 Heat Treatment;

  5. CA04010 Surface Treatment;

  6. E599010 Piping Engineering;

  7. F106010 Wholesale of Hardware;

  8. F401010 International Trade;

  9. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 2-1:

Once the Company becomes a limited liability shareholder of other company, the total amount of all of its investments is not subject to the upper limit of forty percent of the Company’s paid-in capital as set forth in Article 13 of the Company Act, provided that such investment shall be approved by the Board of Directors.

Article 2-2:

The Company may endorse and guarantee other party in accordance with "Procedures of Endorsement and Guarantee" stipulated by the Company according to its business needs.

Article 3:

The Company is headquartered in Changhua County. If necessary, the Company may establish branches domestically and abroad upon the approval of the Board of Directors.

Article 4:

Public announcement of the Company shall be made in accordance with the provisions in Article 28 of Company Act.

Chapter II: Shares

Article 5:

The total capital of the Company is six billion six hundred million New Taiwan Dollars (NT$6,600,000,000), which can be divided into six hundred sixty million shares (660,000,000 shares), at a par value of ten New Taiwan Dollars (NT$10) per share. The Company shall issue shares in installments according to its actual needs upon the approval of the Board of Directors.

Article 5-1:

The Company may grant its employees (including employees of affiliations) who are qualified for certain conditions with the Company’s treasury stocks, employee stock option certificates, new shares subscriptions, and new restricted employee shares.

  • 40 -

Article 6:

The Company's shares shall be registered and serial numbered, and shall be signed or sealed by the directors who have the right to represent the Company, and its issuance shall be duly certified and authenticated by the bank authorized under applicable laws and regulations. The Company may issue shares without printing the share certificates, provided that the issued shares shall be registered to TDCC, and its process shall follow TDCC’s regulations.

Article 7:

Except as otherwise prescribed by other laws and regulations, the Company’s share affairs shall follow the provisions under the “Regulations Governing the Administration of Shareholder Services of Public Companies”.

Article 8:

Registered share certificates issued by the Company shall only be transferred by assignors to assignees only by way of endorsement; the name or title of the assignee shall be stated on the share certificates. The name or title and address of residence of the assignee shall be recorded in the shareholders’ roster, may the assignees claim their rights against the Company.

Article 9:

In case shareholders lose or damage their share certificates, shareholders shall apply to the Company for reissuance of share certificates in written form under stipulated procedures in accordance with laws and regulations.

Article 10:

(Deleted)

Article 11:

During the book closure period, share affairs of the Company shall follow the Company Act and other applicable laws and regulations.

Chapter III: Shareholders’ Meeting

Article 12:

There are two types of shareholders’ meeting: general shareholders’ meeting and extraordinary shareholders’ meeting. Unless otherwise provided by the Company Act, the meeting shall be convened by the Board of Directors.

The Board of Directors shall convene the general shareholders’ meeting once per annum within six months from the end of each fiscal year, by notifying all shareholders thirty days prior to the general shareholders’ meeting date. The extraordinary shareholders’ meeting may be convened whenever deemed necessary by notifying all shareholders fifteen days prior to the extraordinary shareholders’ meeting date.

Article 12-1:

The Company may convene shareholders’ meetings by means of visual communication network or other methods promulgated by the central competent authority.

Article 13:

In case a shareholder is unable to attend a shareholders’ meeting for any cause, the shareholder may appoint a proxy to attend the meeting on his/her behalf by executing a proxy form in accordance with the Article 177 of the Company Act. Except as otherwise prescribed in the Company Act, a shareholder may also appoint a proxy in accordance with the provisions set forth in the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” published by the competent authority. With the exception of a trust enterprises or stock affairs agency institutions approved by the competent securities authority, in case one

  • 41 -

person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. Once the percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 14:

In the time of convening the shareholders’ meeting, the meeting shall be chaired by the Chairman of the Board of Directors. In case the Chairman on leave or can not exercise his power and authority for any cause, he/she shall appoint a Director to act on his/her behalf. In the absence of such appointment, the Directors shall elect one person from among themselves to chair the meeting.

Article 15:

Except in case of not entitled to voting rights prescribed in the Article 179 of the Company Act, each share held by the shareholders of the Company shall be entitled to one vote.

Article 16:

Except otherwise provided in the Company Act, the adoption of a proposal shall be made by a majority of shareholders present at a meeting attended by a majority of all shareholders.

Article 17:

Resolutions adopted at a shareholders’ meeting shall be recorded in the Meeting Minutes. The Meeting Minutes shall be signed or sealed by the chairman of the Meeting, and a copy shall be distributed to each shareholder within twenty days after the conclusion of the Meeting. The Meeting Minutes may be prepared and distributed by means of electronic form or public announcement.

The items to be recorded in the minutes for shareholders' meeting, the preparation of attendance book bearing the signatures of attending shareholders, and retention period of the proxy forms, such matters shall follow the provisions of Article 183 of the Company Act.

Chapter IV: Board of Directors and Audit Committee

Article 18:

The Board of Directors of the Company consists of nine to eleven directors. The Board of Directors of the Company shall determine the number of directors to be elected within this range. The directors’ election shall be conducted by nomination mechanism; shareholders may elect the directors from the list of Director nominees.

The numbers of directors referred to in the preceding paragraph shall at least contain three independent directors. The independent directors and non-independent directors shall be elected at the same election, provided that the seats elected shall be calculated separately.

The election of independent directors shall be conducted by nomination mechanism, shareholders may elect the independent directors from the list of independent Director nominees.

The candidates’ qualifications for running for the independent directors, restrictions on his/her shareholding and bywork conditions, method of nomination and election, and other related matters shall follow the Company Act, the Securities and Exchange Act, and any other applicable laws and regulations.

The total registered shares held by all directors shall meet the required percentage prescribed in the competent securities authority.

  • 42 -

Article 18-1:

The Company shall establish an Audit Committee, composed of the all independent directors, one of whom shall be the convener, and at least one of whom shall possess of accounting or financial expertise.

An adoption of resolution by the Audit Committee shall be approved by a majority of all members. From the date of establishment, the Audit Committee is responsible for implementing the supervisor’s duties prescribed in the Company Act, the Securities and Exchange Act and other applicable laws and regulations.

Article 19:

In case the number of directors falls short by one third of the total number of seats available, the Company shall convene an extraordinary shareholders’ meeting within 60 days from the date of occurrence to conduct a by-election to fill the vacancy(ies), and the tenure of the by-elected director(s) shall be limited to the tenure of the original directors. However, in case a director elected is a juristic shareholder or its representative, such representative may be re-appointed to satisfy the requirement the position in any time during the original tenure.

Article 20:

The tenure of a director shall be three years and may be eligible for re-election. In case the new directors’ election is not conducted when current tenure expires, such tenure shall be extended until the inauguration of new elected directors.

Article 21:

The directors form the Board of Directors. The directors shall elect a Chairman of the Board Directors from among themselves by a majority at a meeting attended by over two-thirds of the directors. The Chairman of the Board of Directors shall internally chair the Shareholders’ Meeting and the Board of Directors, and externally have the authority to represent the Company. The Chairman executes all affairs of the Company in accordance with the provisions of laws and regulations, the Articles of Incorporations of the Company, and the resolutions adopted by the Shareholders’ Meetings and the Board of Directors.

In case the Chairman on leave or can not exercise his power and authority for any cause, he/she shall appoint a Director to act on his/her behalf. In the absence of such appointment, the Directors shall elect one person from among themselves to chair the meeting.

Article 22:

The Company’s operating strategy and other important matters, except those that shall be adopted by the Shareholders’ Meeting in accordance with the laws, shall be adopted by the Board of Directors.

Except for the first meeting of each term of the Board of Directors shall be convened in compliance with the provisions of Article 203 of the Company Act, others board meetings shall be convened by the Chairman.

The convening of a Board Meeting shall be notified to all directors seven days in advance with convening reasons stated. In urgent circumstances, Board Meeting may be convened at any time. Aforementioned notice may be made by means of electronic transmission with the prior consent of the recipients.

Article 23:

Except for otherwise specified in the Company Act, the resolution/adoption of a proposed resolution shall be made by a majority of those directors present at a meeting by a majority of all directors.

  • 43 -

In case a director has a personal interest conflict, he/she shall explain their own interests at the respective meeting. Once that may impair the interests of the Company, he/she shall not join the discussion and voting of such matter, nor exercise the right to vote on behalf of other directors. Where the spouse of a Director, a blood relative having a second or closer degree of kinship of a Director, or any company which controls or is controlled by a Director who has interest in the matter under discussion at the meeting, such Director shall be deemed to have a personal interest in the matter.

Every time a director appoints another director to attend the Board Meeting on behalf of him/her shall issue a proxy, stating the scope of authorization with respect to the meeting convening reasons. The appointee referred to preceding paragraph shall not be appointed as proxy for more than one director.

Article 24:

The Company’s resolutions of every Board Meeting shall be recorded in the meeting minutes, which shall be signed or chopped by the chairman of the meeting, then distributed to each Director within 20 days after the meeting.

The matters to be recorded in the meeting minutes, the preservation of the attendance book for the attending Directors and the proxy forms, shall follow the provisions in the Article 183 of the Company Act.

Article 25:

(Deleted)

Article 25-1:

The traveling expenditures, the salary and other allowances of Directors who executing businesses for the Company, shall be paid in accordance with the standard which is stipulated by the Board of Directors by referring to the arms’ length range of the same industry regardless of profit or loss.

Article 25-2:

The Company shall insure its Directors, and important employees who currently involved in the Company’s decision-making, against liability insurance, which shall cover legally-binding compensation liability of their business scopes.

The Company shall report important information of said insurance, such as insured amounts, coverage and rates, to the next Board Meeting after such insurances (or renewal) is completed.

Chapter V: Managerial Officers and Employees

Article 26:

The Company shall appoint one General Manager, whose appointment, dismissal and remuneration shall comply with the Company Act and the Procedures of Organization Management.

Article 27:

The Company may employ a consultant or appoint/dismiss important employees by a resolution of the Board of Directors in accordance with the provisions of Article 23 of Articles of Incorporation.

Article 28:

Other employees of the Company other than the those in preceding articles shall be appointed/dismissed by the General Manager in accordance with the relevant internal management measures of the Company.

  • 44 -

Chapter VI: Finalization of Accounts

Article 29:

After the end of each fiscal year, the Board of Directors of the Company shall prepare the following documents and submit them to the Audit Committee for audit 30 days before the General Shareholders’ Meeting. The Audit Committee shall issue an audit report and propose it to the General Shareholders’ Meeting for approval.

  1. Business Report,

  2. Financial statements, and

  3. Proposals of earnings distribution or deficits offset.

Article 30:

In case the Company results profits for the year, it shall reserve 2% to 6% of profits as employees’ profit sharing, and the Board of Directors shall determine said profits shall be distributed by way of share or cash, which can also be distributed to employees of affiliations who meet certain conditions; Board of Directors may also adopt a resolution to reserve up to 2% of said profits as Directors’ compensation. The resolution of distribution of employees’ profit sharing and directors’ compensation shall be reported to the Shareholders’ Meeting.

In case the Company still has accumulated losses, a certain amount of the earnings corresponding to accumulated losses shall be retained, then the employees’ profit sharing and directors’ compensation shall be reserved by the percentage specified in the preceding paragraph.

Article 30-1:

In case the Company results profits in annual accounts finalization, after tax is paid in accordance with laws and deficits is offset, the Company shall reserve 10% legal reserve of the remaining earnings. However, such reservation may no longer need to be made once the amount of accumulated legal reserve has reached the amount of paid-in capital of the Company. The remaining earnings shall be reserved as special reserves or the special reserves shall reverse as an add-on to remaining earnings in accordance with applicable laws. When reserving the special reserves, once the unappropriated earnings balance carried from the preceding period is insufficient, it shall reserve from the amount of current net income plus other items designated to be included in unappropriated retained earnings. In case there are still remaining amounts of earnings, the Board of Directors may draft a proposal of earnings distribution to distribute such earnings (together with the retained earnings available) as dividends, submit to the Shareholders’ Meeting for adoption.

The dividend policy of the Company shall be consistent with factors such as its current and future development plans, investment environment, capital needs, domestic and overseas competition and the interests of shareholders. The Company may annually distribute more than fifty percent of retained earnings available as dividends. In case dividend per share is less than NT$0.5, it may be retained for not distributing in the current year. The Company is in a traditional industry and its operation has reached maturity and stability, therefore its dividends shall be preferentially distributed by way of cash dividend, however, it may also be distributed by way of share dividend, provided that the part of cash dividend shall not be less than 20%.

When distributing dividend, the Company may consider its financial situation, business and operational factors to determine the distribution of part or all of the surplus in accordance with applicable laws or regulations of competent authority.

  • 45 -

Chapter VII: Supplementary Provisions

Article 31:

The organizational rules and the enforcement rules of the Company shall be otherwise stipulated by the Board of Directors.

Article 32:

Any matters not provided for in these Articles of Incorporation, the Company Act and other applicable laws shall govern.

Article 33

These Articles of Incorporation are stipulated on January 9, 1973, the first amendment was approved on January 22, 1973, the second amendment on March 20, 1974, the third amendment on September 27, 1975, the fourth amendment on October 30, 1978, the fifth amendment on February 18, 1982, the sixth amendment on October 25, 1983, the seventh amendment on June 24, 1987, the eighth amendment on May 3, 1988, the ninth amendment on September 26, 1994, the tenth amendment on March 7, 1995, the eleventh amendment on June 23, 1995, the twelfth amendment on July 29, 1995, the thirteenth amendment on October 21, 1995, the fourteenth amendment on February 1, 1996, the fifteenth amendment on September 20, 1997, the sixteenth amendment on May 28, 1998, the seventeenth amendment on April 12, 2000, the eighteenth amendment on June 7, 2002, the nineteenth amendment on June 14, 2006, the twentieth amendment on June 15, 2007, the twenty-first amendment on June 19, 2009, the twenty-second amendment on June 17, 2010, the twenty-third amendment on June 22, 2011, the twenty-fourth amendment on June 18, 2012, the twenty-fifth amendment on June 18, 2013, the twenty-sixth amendment on June 18, 2014, the twenty-seventh amendment on June 17, 2015, the twentyeighth amendment on June 15, 2016, the twenty-ninth amendment on June 14, 2019, the thirtieth amendment on June 18, 2020, and the thirty-first amendment on June 16, 2022.

  • 46 -

YC INOX Co., Ltd.

Rules of Procedure of Shareholders’ Meeting

Article 1:

To establish a strong governance system and sound supervisory capabilities for the Company's Shareholders’ Meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Article 5 of the Corporate Governance Best Practice Principles for Taiwan Stock Exchange Corp (“TWSE”)/ Taipei Exchange (“TPEx”) Listed Companies.

Article2:

Except as otherwise specified by laws, regulations or Articles of Incorporation of YC INOX Co., Ltd. (herein referred to as "the Company"), the rules of procedure at Shareholders’ Meeting shall be as prescribed in these Rules.

Article 3:

Except as otherwise stipulated in laws and regulations, the Company’s Shareholders’ Meeting shall be convened by the Board of Directors.

Changes in the method of convening the Shareholders' Meeting of the Company shall be resolved by the Board of Directors, and shall be implemented no later than the dispatch of the notice of the Shareholders' Meeting.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposed resolutions for ratification, proposed resolutions for discussion, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) prior to 30 days before the date of a general shareholders’ meeting or prior to 15 days before the date of an extraordinary shareholders’ meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS prior to 21 days before the date of the general shareholders’ meeting or prior to 15 days before the date of the extraordinary shareholders’ meeting. However, where the Company's paid-in capital is greater than NT$10 billion or above at the end of the most recent fiscal year, or the Company holds a general shareholders’ meeting in the most recent fiscal year while the total shareholding ratio of foreign capital and Mainland Chinese capital listed in the register of shareholders reaches 30% or more, the transmission of the electronic file in the preceding paragraph shall be completed 30 days before the general shareholders’ meeting. Prior to 15 days before the date of the shareholders meeting, The Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional stock affairs services agent designated.

On the day of the general shareholders’ meeting, the Company shall provide shareholders with reference to the meeting agenda and supplementary materials mentioned in the preceding paragraph in the following manner:

  1. When the physical shareholder meeting is held, it shall be issued at the site of shareholders’ meeting.

  2. When convening a video-assisted shareholders' meeting, it shall be distributed at the site of the shareholders' meeting and uploaded to the video conference platform as an electronic file. 3. When convening a video conference, the electronic file shall be uploaded to the video conference platform.

The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and

  • 47 -

public announcement; Said notice may be made by means of electronic transmission with the prior consent of the recipients.

Election or dismissal of directors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by Directors, earnings distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, any matter under Article 185, paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, or Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Once the resolution of re-election of all Directors as well as their inauguration date is stated in the notice of the convening reasons of the Shareholders Meeting, after the completion of the reelection in said Meeting, such inauguration date may not be altered by any extraordinary motion or otherwise in the same Meeting.

Shareholders holding one percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a General Shareholders’ Meeting, provided only one item shall be allowed in each single proposal, and in case a proposal contains more than one item, such proposal shall not be included in the agenda. Proposals that are under the circumstances as specified in Article 172-1, paragraph 4 of the Company Act, the Board of Directors may not include such proposals in the agenda. Shareholders may submit a proposal which is to urge the Company to promote public interests or fulfill its social responsibilities. Such proposal shall be procedurally done in compliance with Article 172-1 of the Company Act that, only one item shall be allowed in each single proposal, and in case a proposal contains more than one item, such proposal shall not be included in the agenda.

Prior to the book closure date before the General Shareholders’ Meeting is held, the Company shall publicly announce the location and the time period for shareholders to submit proposals in writing or electronic transmission. The period for submission of shareholder proposals may not be less than ten days.

Proposals submitted by shareholders are limited to no more than three hundred words, and no proposal containing more than three hundred words will be included in the agenda. The shareholder who submitting a proposal shall attend the Shareholders’ Meeting in person or by proxy, and shall take part in the discussion of such proposal.

Prior to the date of Meeting notice issuance date, the Company shall inform the proposal submitting shareholders of the proposal screening results, and shall list in the Meeting notice that conform to the requirements set out in this Article. At the Shareholders’ Meeting, the Board of Directors shall state the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4:

For each Shareholders’ Meeting, a shareholder may appoint a proxy to attend the Meeting in his/her behalf by executing a proxy form issued by the Company, stating the scope of power authorized to the proxy.

A shareholder may only execute one proxy form and appoint one proxy only, and shall deliver such written proxy form to the Company no later than five days prior to the date of the Meeting. When one single shareholder executes two or more written proxy forms, the first one received by the Company shall prevail, unless an explicit statement is made to rescind the previous written proxy form.

  • 48 -

After a proxy form has been delivered to the Company, in case the shareholder intends to attend the Meeting in person or to exercise his/her voting rights in writing or by electronic transmission, a written notice of proxy cancellation shall be submitted to the Company two days prior to the date of the Meeting. Otherwise, the voting rights exercised by the proxy at the Meeting shall prevail.

After the proxy form is delivered to the Company, shareholders wishing to attend the Shareholders' Meeting by videoconference shall notify the Company in writing of the cancellation of the proxy two days before the Shareholders' Meeting; If the cancellation is overdue, the voting rights exercised by the proxy shall prevail.

Article 5:

The Shareholders’ Meeting shall be convened at the headquarters or at an appropriate place that facilitates the attendance of shareholders, and shall begin no earlier than 9:00AM and no later than 3:00PM of the meeting date. The venue and time of the meeting shall be fully considered by the Independent Directors.

When the Company holds a virtual Shareholders’ Meeting, it is not subject to the restriction on the venue of the preceding paragraph.

Article 6:

The Company shall specify in the Meeting notice the time during which shareholder, solicitors and entrusted proxies (collectively "shareholders") attendance registrations will be accepted, and location for shareholders’ attendance registration, and other matters for attention.

Said time for shareholders’ attendance registration will be accepted shall be at least thirty minutes prior to the time scheduled to begin the Meeting. The Company shall set clear sign and assign sufficient numbers of qualified personnel to handle attendance registrations at the location. For virtual shareholders’ meetings, shareholders may register on the virtual meeting platform thirty minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders’ meeting in person.

Shareholders shall attend the Meeting based on the attendance badge, the attendance sign-in card, or other certificates of attendance. No arbitrary requirements shall be imposed on shareholders to provide additional certificates of attendance beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also carry identification and for verification. The Company shall set up an attendance book for shareholders to sign in, or the attending shareholders shall hand in the sign-in card as a sign in replacement.

The Company shall provide the agenda, the annual report, the attendance badge, the comments slip, the blank voting slips and other Meeting materials to shareholders who attend the Meeting; In case there will be a Directors election, the blank election ballots should also be provided for voting.

Government or juristic shareholders may appoint more than one representative to attend the Shareholders’ Meeting. However, a juristic person attending the Shareholders’ Meeting as a proxy may only appoint one representative to attend.

Where a shareholders’ meeting is held via video conference, shareholders intend to attend the virtual meeting shall register with the Company two days before the meeting date.

Where a shareholders’ meeting is held via video conference, the Company shall upload the meeting agenda, annual report and other meeting materials to the virtual meeting platform at least thirty minutes before the meeting starts, and keep them disclosed until the end of the meeting.

  • 49 -

Article 6-1:

When the Company holds a Shareholders’ Meeting via video conference, the following items shall be specified in the Shareholders’ Meeting notice.

  1. Ways for shareholders to participate in virtual meeting and exercise their rights.

  2. The methods of dealing with obstacles caused by natural disasters, accidents, or other force majeure events that make the video conferencing platform or participation in the form of video, at least include the following items.

(1) The time at which the meeting must be postponed or continued, and the date when the meeting must be postponed or continued cannot be ruled out if the obstacles in the preceding paragraph continue to occur.

(2) Shareholders who have not registered to participate in the original Shareholders' Meeting via video conference shall not participate in the postponed or continued meeting.

(3) When convening a video-assisted Shareholders’ Meeting, if the video conference cannot be continued, the total number of shares attended reaches the statutory quota for the Shareholders’ Meeting after deducting the number of shares attending via video conference, the Shareholders’ Meeting shall continue, those who participate via video conference, whose number of shares attended shall be included in the total number of shareholders' shares present, and they shall be deemed to have abstained from voting on all proposals at the Shareholders' Meeting.

(4) How to deal with the situation where all the resolutions have been announced and no extraordinary motions have raised.

  1. When convening a video-conference shareholders’ meeting, it shall specify appropriate alternative measures for shareholders who have difficulty participating in video-conferencing.

Article 7:

In case a Shareholders’ Meeting is convened by the Board of Directors, the Meeting shall be chaired by the Chairman of the Board of Directors. In case the Chairman is on leave or for any reason unable to exercise the power of the chairman, the Vice-Chairman shall act on the Chairman’s behalf. In case there is no Vice-Chairman or the Vice-Chairman is on leave or for any reason unable to exercise his/her power as well, the Chairman shall appoint a Managing Director to act on his/her behalf at the meeting. In case the Company doesn’t set Managing Director, the Director shall be appointed to act as agent. In the absence of such appointee appointed by the chairman, the Managing Directors or Director shall elect one person from among themselves to chair the meeting. Said a Managing Director or a Director appointed to act as the aforementioned chairman of the Meeting, this person shall be one who has held that position for at least six months and understands the financial and business conditions of the Company. The same provision shall apply mutatis mutandis to the case that the chairman of the Meeting is acted by the representative of a Juristic Director.

It is recommended that Shareholders’ Meeting convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the Directors, at least one Independent Director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the Meeting Minutes.

If a Shareholders’ Meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall elect a chairman from among themselves.

The Company may appoint its attorneys, certified public accountants, or other relevant personnel to attend the Shareholders’ Meeting in a non-voting capacity

  • 50 -

Article 8:

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the Shareholders’ Meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. However, in case a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders’ meeting is held via video conference, the Company shall record and preserve information such as shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and record the entire video conference without interruption

The information and audiovisual recordings in the preceding paragraph shall be properly preserved by the Company during its existence, and the audiovisual recordings shall be provided to the entrusted party responsible for handling video conference affairs for keeping.

Where a shareholders’ meeting is held via video conference, it is advisable for the Company to record the audiovisuals of the backend operation interface of the video conference platform.

Article 9:

Attendance at Shareholders’ Meeting shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chairman shall call the meeting to order at the scheduled meeting time, and shall simultaneously announce relevant information such as the number of non-voting shares and the number of shares in attendance.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. In case the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairman shall announce the meeting adjourned. Where a shareholders’ meeting is held via video conference, the Company shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is still not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. Where a shareholders’ meeting is held via video conference, shareholders intend to attend the virtual meeting shall re-register to the Company in accordance with Article 6.

Prior to the conclusion of the current Meeting, once the number of shares represented by the shareholder’s present reaches a majority of outstanding shares, the chairman of the Meeting may resubmit tentative resolutions already made for a vote by the shareholders in accordance with the provisions of Article 174 of the Company Act.

Article 10:

For Shareholders’ Meetings convened by the Board of Directors, the Meeting agenda shall be set by the Board of Directors. Votes shall be case on each proposal in the agenda (including extraordinary motions and amendments to the original proposal set out in the agenda). Meetings

  • 51 -

shall proceed in order set by the agenda, which must not be changed without a resolution of the Shareholders’ Meeting.

For Shareholders’ Meetings convened by a party with power to convene other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

Prior to the conclusion of proceedings for the arranged agendas in the preceding two paragraphs (including extraordinary motions), the chairman must not declare meeting adjourned without a resolution; in case the chairman declares meeting adjourned in violation of these Rules, other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chairman in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairman shall provide ample opportunities for adequate explanation and discussion of original proposals, amendments and extraordinary motions submitted by shareholders. The chairman may announce to finalize the discussion of any resolution and call for a vote once the chairman deems it appropriate, and arrange sufficient time for voting.

Article 11:

Prior to speaking, attending shareholders shall specify on a comments slip the subject to be expressed, his/her shareholder account number (or attendance badge number) and his/her name. The sequence of the shareholders’ speeches will be arranged by the chairman.

Attending shareholders who submit comments slips without speaking shall be deemed to have not spoken. In case the content expressed does not correspond to the subject of the comments slip, the expressed content shall prevail.

Without the consent of the chairman, each shareholder may not speak more than twice on a same proposal, and a single speech may not exceed five minutes. In case the shareholders’ speech violates the Rules or exceeds the scope of the agenda, the chairman may terminate the speech. When an attending shareholder is speaking, other shareholders shall not speak to/or interrupt unless they have solicited and obtained the consent of the chairman and the shareholder who is speaking; the chairman shall stop any violation.

In case a juristic shareholder appoints two or more representatives to attend the Meeting, only one of the representatives may speak on the same proposal.

After an attending shareholder has spoken, the chairman may respond in personal or appoint relevant personnel to respond.

Where a shareholders’ meeting is held via video conference, shareholders attending the virtual meeting may raise questions in writing at the virtual meeting platform from the chairman declaring the meeting begins until the chairman declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words, where the regulations in paragraphs 1 to 5 shall not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12:

Voting at Shareholders’ Meeting shall be calculated based on the number of shares.

With respect to resolutions of Shareholders’ Meeting, the number of shares held by shareholders with no voting rights shall be excluded from the calculation of the total number of issued shares. When a shareholder is an interested party in relation to a proposal, and such relationship may damage the Company's interest, the shareholder may not vote on that proposal, and may not exercise voting rights on behalf of any other shareholders.

  • 52 -

The number of shares for which voting rights may not be exercised in the preceding paragraph shall not be counted as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or stock affairs agency institutions approved by the competent securities authority, in case one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. Once the percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13:

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intends to exercise voting rights by correspondence or electronic means under the preceding paragraph, if they also intend to attend the shareholders' meeting in person or via videoconference, they shall deliver a written declaration of intent to the Company before two days prior to the date of the Shareholders’ Meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days prior to the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders’ meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and, in the Company’s, Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chairman or a person designated by the chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day of Shareholders’ Meeting, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any of which is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

  • 53 -

Personnel who monitor and count the voting of a proposal shall be appointed by the chairman, provided that such personnel shall be shareholders of the Company.

Vote counting for Shareholders’ Meeting proposals or elections shall be conducted in public at the place of the Shareholders’ Meeting. Once vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and the vote record shall be made for reference.

Where a shareholders’ meeting is held via video conference, after the chairman declares the beginning of the meeting, shareholders who attend the virtual meeting shall cast votes on proposals and elections on the virtual meeting platform before the chairman announces the voting session ends or will be deemed abstained from voting.

Where a shareholders’ meeting is held via video conference, votes shall be counted at once after the chairman announces the voting session ends, and results of votes and elections shall be announced immediately.

In case a video-assisted shareholders’ meeting is held, if shareholders who have registered to attend the virtual meeting in accordance with Article 6 decide to attend the physical shareholders’ meeting in person, they shall revoke their registration two days before the shareholders’ meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the virtual shareholders meeting.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the virtual shareholders’ meeting, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14:

The election of directors at a Shareholders’ Meeting shall be held in compliance with the applicable election and appointment rules adopted by the Company and the voting results shall be announced immediately, including the list of elected directors, the number of votes they were elected, the list of unsuccessful candidates and the number of votes they obtained.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, in case a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15:

Resolutions adopted at a Meeting shall be recorded in the Meeting Minutes. The Meeting Minutes shall be signed or sealed by the chairman of the Meeting, and a copy shall be distributed to each shareholder within twenty days after the conclusion of the Meeting. The Meeting Minutes may be prepared and distributed by means of electronic form.

The Meeting Minutes as required in the preceding paragraph may be distributed by means of a public announcement through MOPS.

The Meeting Minutes shall accurately record the date and place of the Meeting, the name of the chairman, the method of resolution adopting, and a summary of the deliberations and the results of the voting (including the total number of voting rights). In the event of election of Directors, the number of voting rights won by each candidate shall be disclosed. The Meeting Minutes shall be retained permanently throughout the life of the Company.

Where a shareholders’ meeting is held via video conference, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the begin time and end

  • 54 -

time of the shareholders meeting, way of meeting convened, the chairman's and recorder’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the virtual meeting due to natural disasters, accidents or other force majeure events, and how issues will be dealt with, shall also be included in the minutes.

When convening a virtual shareholder’ meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting.

Article 16:

On the date of the Meeting, the Company shall draw up a statistics statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, in compliance with the required format, and shall make an express disclosure of the same at the place of the shareholders’ meeting. Where a shareholders’ meeting is held via video conference, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting begins, and keep this information disclosed until the end of the meeting.

During the Company's virtual shareholders’ meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters resolved/adopted at the Shareholders’ Meetings constitute material under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the Company shall upload such contents to the MOPS within the prescribed time period.

Article 17:

Meeting affairs personnel shall wear identification badges or armbands.

The chairman may direct the sergeants at arms or security guards to assist in maintaining order at the Meeting venue. When assist in maintaining order at the Meeting venue, the sergeants at arms or security guards shall wear identification badges or armbands bearing the word “Sergeant at Arms”.

At the place of a shareholders’ meeting, in case a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chairman may prevent the shareholder from doing so.

In case a shareholder violates these Rules and defies the chairman’s corrections, thereby obstructing the proceedings and refusing to heed calls to stop, the chairman may direct the sergeants at arms or security guards to escort such shareholder from the Meeting venue.

Article 18:

During the Meeting, the chairman may announce a break based on time considerations; In case a force majeure event occurs, the chairman may rule the meeting temporarily suspended and announce a resume time when, in view of the circumstances, the meeting will be resumed.

In case the Meeting venue is no longer available before the agenda (including extraordinary motions) have been addressed, the Shareholders’ Meeting may resolve to resume the Meeting at another venue.

A resolution may be adopted at a shareholders meeting to postpone or resume the Meeting within five days in compliance with Article 182 of the Company Act.

  • 55 -

Article 19:

Where a shareholders’ meeting is held via video conference, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chairman has announced the meeting adjourned.

Article 20

Where a shareholders’ meeting is held via video conference, both the chairman and recorder shall be in the same location, and the chairman shall declare the address of their location when the meeting is called to order.

Article 21:

Where a shareholders’ meeting is held via video conference, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

Where a shareholders’ meeting is held via video conference, when declaring the meeting to begin, the chairman shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chairman has announced the meeting adjourned, and the obstruction continues for more than thirty minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected virtual shareholders’ meeting shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders’ meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders’ meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors. Where a video-assisted shareholders’ meeting is held, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting, still meets the minimum legal requirement for a shareholder’s meeting, then the shareholders’ meeting shall continue, and no postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting shall continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.

When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders’ meeting in

  • 56 -

accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under the second paragraph.

Article 22:

Where a virtual shareholders’ meeting is held, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders’ meeting online.

Article 23:

The adoption of these Rules, and any amendments, shall be proposed to the Board of Directors for adoption, and shall be effective after proposed to the Shareholders’ Meeting for approval.

Article 24: These Rules are stipulated on June 18, 2013. The first amendment was approved on June 17, 2015. The second amendment on June 18, 2020. The third amendment on August 23, 2021. And the fourth amendment on June 16, 2023.

  • 57 -

YC INOX Co., Ltd. Regulations for Election of Directors

Article 1:

Except as otherwise stipulated by applicable laws and regulations or by the Articles of Incorporation, elections of directors shall be conducted in accordance with these Regulations. Article2:

The overall composition of the Board of Directors shall be considered when electing the Directors of the Company. Diversity should be considered, and the Directors shall establish an appropriate diversification policy based on the Company's business operations, operating type and development needs. It is advisable that the policy shall include but not limited to the following two qualification standards:

  1. Basic requirements and values, such as gender, age, nationality, and culture.

  2. Professional knowledge and skills, such as professional background (for example, law, accounting, industrial, finance, marketing or technology), skills, and industry experience.

Each Director shall possess necessary knowledge, skills and qualities to perform their duties; the required abilities of the Directors are as follows:

  1. To make judgments for business operations.

  2. Accounting and financial analysis.

  3. Operating management.

  4. Crisis management.

  5. Knowledge of the industry.

  6. Viewpoint of international trading.

  7. Leadership.

  8. Decision-making.

No more than half of the directors shall have a spousal relationship or a relationship within the second degree of kinship with any other director.

The Board of Directors of the Company shall consider adjusting its composition based on the result of performance evaluation.

Article 3:

The qualifications for running for the independent directors of the Company and the election shall comply with the provisions of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, and shall be conducted in compliance with the provisions of the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.

Article 4:

Election of directors of the Company shall be conducted in accordance with the procedures for candidate nomination mechanism stipulated in Article 192-1 of the Company Act.

In case the number of directors is fewer than five due to the dismissal for reason, the Company shall conduct a by-election to fill the vacancy(ies) at the next Shareholders’ Meeting. In case the number of directors falls short by one third of the total number of seats available prescribed in the Articles of Incorporation, the Company shall convene an extraordinary shareholders’ meeting within 60 days from the date of occurrence to conduct a by-election to fill the vacancy(ies). In case the number of independent directors is fewer than the requirement under the provision of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be conducted at the next Shareholders’ Meeting to fill the vacancy(ies). In case the independent directors are dismissed en masse, an extraordinary shareholders’ meeting shall be convened within 60 days from the date of occurrence to conduct a by-election to fill the vacancy(ies).

  • 58 -

Article 5:

The single registered cumulative voting method shall be adopted to the director’s election of the Company. Each share shall have voting rights equivalent to the number of directors to be elected, and such voting rights can be combined to vote for one person or divided to vote for several persons.

Article 6:

The Board of Directors shall prepare ballots equal to the number of directors to be elected. The number of voting rights of each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the Shareholders Meeting. Attendance card numbers of voting shareholders shall be printed on the ballots as a substitute for name of voters.

Article 7:

In the event of election of Directors of the Company, the voting rights of the independent directors and the non-independent director shall be calculated respectively in accordance with the total number of seats available prescribed in the Articles of Incorporation, candidates who obtain more votes representing more voting rights shall win the election of directors. In case two or more candidates obtain the same number of votes, thus exceeding the specified number of seats available, such candidates shall draw lots to determine who shall win the seat(s); the chairman shall draw lots on behalf of any candidate who is not in attendance.

Article 8:

Before the election begins, the chairman shall appoint several persons who are also shareholders to perform the duties of vote monitoring and counting. The ballot boxes shall be prepared by the Board of Directors and publicly inspected by the vote monitoring personnel before voting commences.

Article 9:

A ballot is invalid under any of the following circumstances:

  1. The ballot was not prepared by a party with the right to convene.

  2. A ballot put in the ballot box is blank.

  3. The writing is unclear and indecipherable or has been altered.

  4. The candidate stated on the ballot does not conform to the information on the list of nominees.

  5. Nonessential words or marks are marked on the ballot in addition to the number of voting rights allotted.

Article 10:

The voting rights shall be calculated on-site immediately after the vote casting, and the result of the election shall be announced by the chairman at the meeting, including the list of elected directors and the number of votes they obtained.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, in case a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 11:

The Board of Directors of the Company shall issue notifications to the directors elected.

Article 12:

The adoption of these Regulations, and any amendments, shall be proposed to the Board of Directors for adoption, and shall be effective after proposed to the Shareholders’ Meeting for approval.

  • 59 -

Article 13: These Regulations are stipulated on June 17, 2015. The first amendment was approved on August 23, 2021.

  • 60 -

Other Instructions

Reporting of the progress of processing shareholders’ proposals at this General Shareholders’ Meeting:

  1. Shareholder(s) holding one percent or more of the total number of issued shares of the Company may submit a proposal to the Company for discussion at a General Shareholders’ Meeting, provided that only one item shall be allowed in each single proposal in accordance with Article 172-1 of the Company Act. Total number of words in said proposal shall not exceed three hundred (including punctuation).

  2. The Company will receive shareholders’ proposal for the General Shareholders’ Meeting from April 9, 2024 to April 19, 2024, such information has been announced on MOPS.

  3. However, the Company has not yet received any shareholders’ proposal.

  4. 61 -