YC - AGM Information 2025 | FinancialReports.eu

Stock Code: 2069

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2025 Annual General Meeting

Date of Meeting: May 27, 2025 (Tuesday) Venue: No. 12, Huaxi Rd., Daliao Dist. (Dafa Industrial Park), Kaohsiung City (Dafa Plant of the Company)

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2025 Annual General Meeting Procedure ············································· 1 2025 Annual General Meeting Agenda ················································ 2 Report Matters ············································································· 3 Proposals and Acknowledgment ························································ 4 Discussion Matters ········································································ 5 Extempore Motions ······································································· 5 [Attachment] (1) 2024 Business Report ································································ 6 (2) Audit Committee’s Report ·························································· 8 (3) Compensation to Directors ·························································· 9 (4) 2024 Consolidated Financial Statements and External Auditor’s Report ··· 10 (5) 2024 Parent Company Only Financial Statements and External Auditor’s Report ························································· 20 (6) 2024 Earnings Appropriation Plan ··············································· 30 (7) Comparative table of the “Articles of Incorporation” before and after the amendments ······························································· 31 [Appendix] (1) Articles of Incorporation of Yuen Chang Stainless Steel Co., Ltd. (Before amendments) ······························································ 33 (2) Rules of Procedure for Shareholders’ Meetings ································ 39 (3) Shareholding by all directors ······················································ 48

Yuen Chang Stainless Steel Co., Ltd.

2025 Annual General Meeting Procedure

I. Call the meeting to order
II. Chairperson’s opening remarks
III. Report Matters
IV. Proposals and Acknowledgment
V. Discussion Matters
VI. Extempore Motions
VII. Adjournment

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Yuen Chang Stainless Steel Co., Ltd.

2025 Annual General Meeting Agenda

Time: May 27, 2025 (Tuesday), 10:00AM

Venue: No. 12, Huaxi Rd., Daliao Dist. (Dafa Industrial Park), Kaohsiung City (Dafa Plant of the Company)

Method for convening the meeting: Annual General Meeting in a tangible form.

I. Call the meeting to order (report the total number of shares represented by the present shareholders)
II. Chairperson’s opening remarks
III. Report Matters
(1) 2024 Business Report.
(2) 2024 Audit Committee’s Review Report.
(3) 2024 Report on distribution of remuneration to employees and directors
(4) 2024 Report on compensation to directors
IV. Proposals and Acknowledgment
(1) 2024 Business report and financial statements.
(2) 2024 Earnings appropriation proposal.
V. Discussion Matters

Amendments to certain provisions of the Company’s “Articles of Incorporation”

VI. Extempore Motions
VII.Adjournment

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Report Matters

(I) The 2024 business report is presented for review. Explanation: For the Company's 2024 business report, please refer to Pages 6~7 hereof (Attachment 1).

(II) The 2024 Audit Committee’s Review Report is presented for review. Explanation: For the Company's 2024 Audit Committee’s Review Report, please refer to Page 8 hereof (Attachment 2).

(III) The 2024 report on distribution of remuneration to employees and directors is presented for review.
Explanation: 1. According to Article 20 of the Articles of Incorporation, subject to the profit sought by the Company (i.e. the income before pre-tax income less remuneration distributed to employees and directors) for any fiscal year, the Company shall allocate at least 2% of the balance remaining after accumulated losses are paid up, if any, as the remuneration to employees and no more than 2% thereof as the remuneration to directors.
The Company distributed 2% thereof, i.e., NT$4,970,000, as remuneration to employees, and 0.36% thereof, i.e., NT$882,000, as remuneration to directors, all in cash in 2024.
(IV) The 2024 report on compensation to directors is presented for review.
Explanation: 1. According to Article 17 of the Articles of Incorporation, the Board of Directors is authorized to resolve the remuneration to all directors based on their participation in the Company’s operation and contribution value and the typical pay levels adopted by peer companies, irrelevant with profit or loss retained by the Company.
Article 20 of the Articles of Incorporation also requires that no more than 2% thereof shall be distributed as the remuneration to directors.
For the details about the remuneration to directors, please refer to Page 9 hereof (Attachment 3).

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Proposals and Acknowledgment

1st Proposal (Proposed by the Board of Directors)

Summary: 2024 Business report and financial statements.

Explanation: 1. The 2024 business report and consolidated financial statements & parent company only financial statements have been prepared accordingly. The financial statements already audited by Hsu Kai-Ning, CPA and Chang Tzu-Yuan, CPA of Deloitte Taiwan, together with the business report, were submitted to the Audit Committee for review, for which the Audit Committee already issued the review report.
For the business report, External Auditor’s Report and said financial statements, please refer to Pages 6~7 hereof (Attachment 1) and Pages 10~28 hereof (Attachment 4 and Attachment 5).
Hereby proposed for acknowledgment.

Resolution:

2nd Proposal (Proposed by the Board of Directors) Summary: 2024 Earnings appropriation plan.

Explanation: 1. The Company's 2024 net income was NT$225,398,326. According to the Company Act and Article 19 of the Company's Articles of Incorporation, the Company prepared the earnings appropriation plan. Please refer to Page 29 hereof (Attachment 6).
The Chairman is authorized to set the ex-dividend date separately for the payment of the current cash dividends. The amount of cash dividend will be truncated to the nearest dollar at the distribution ratio. Fractional amounts of less than NT$1 will be summed up and allocated based on the size of decimals in descending order and shareholders' account number in ascending order until the total amount of cash dividend is allocated.
Where the changes in the Company’s capital stock affect the number of outstanding shares and thereby cause changes to the payout ratio, in which case certain correction is needed, the Chairman shall be authorized to deal with it with full power.
Hereby proposed for acknowledgment.

Resolution:

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Discussion Matters

(Proposed by the Board of Directors)

Summary: Amendments to certain provisions of the Company’s “Articles of Incorporation.” Explanation: 1. In response to the Company's future development, the Company plans to amend certain provisions of the “Articles of Incorporation.”

For the comparative table of the “Articles of Incorporation” before and after the amendments, please refer to Page 30 hereof (Attachment 7).
For the “Articles of Incorporation” before the amendments, please refer to Pages 31~34 hereof (Appendix 1).
Hereby proposed for discussion.

Resolution:

Extempore Motions

Adjournment

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[Attachment 1]

2024 Business Report

I. 2024 Business Report

For the steel industry, 2024 is a tough year. The Company has been proactively adjusting its sales strategy and turned to the development of electronic industries engaged in manufacturing thinner products but deriving higher profit. Therefore, although the revenue in 2024 decreased by about 9% from the previous year, the gross margin and net profit margin have increased significantly from the previous year. The 2024 business performance is reported as follows:

(I) Implementation results of the business plan

Unit: NTD thousand

Item	Performance in 2023	Performance in 2024	Comparison of performance	Growth rate
Operating revenue,net	11,837,852	10,714,847	-1,123,005	-9.49%

(II) Budget execution

(II) Budget execution
		Unit:	NTD thousand
Item	Scheduled execution in 2024	Actual execution in 2024	Achievement rate
OperatingRevenue	12,490,384	10,714,847	85.78%
Sale volume(MT)	172,130	147,697	85.81%

(III) Profitability analysis

2023	2024
3.48%	9.66%
-1.26%	2.10%

(IV) Revenue and expenditure

Unit: NTD thousand

2023	2024	Change in Amount	Note
(91,680)	(63,385)	28,295	1
(140,371)	(141,435)	(1,064)	-
292,186	46,103	(246,083)	2

Note 1: The increase in the net cash inflow from operating activities is primarily a result of the losses suffered in the previous period.

Note 2: The decrease in the net cash inflow from financing activities as a result of the repayment of loans and corporate bonds in the current period, about NT$831,190 thousand.

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(V) R&D

The Company has assigned the unit dedicated to improving and developing the product processing technology. In order to satisfy customers’ special needs, the Company has researched and developed the functional stainless steel plates intended for various uses, and held mature production experience and manufacturing technology, which upgrade the Company's independent innovation capabilities and comprehensive competitiveness thoroughly. For the time being, the Company's products are extensively applied to computers, communications, and consumer electronics, automobile industry, eco-friendly energy, household appliances, button cell batteries and construction projects. Considering that the Company owns ultra-thin precision stainless steel production technique, it will continue to optimize its product portfolio and develop high value-added products, and also keep improving its applications to car trims, electronics and energy and eco-friendly batteries.

Thank you for your kindness and support in the past. Looking forward to the coming year, the Company will continue to develop and create more competitive products, reduce the production cost, provide customers with more competitive price, help customers secure opportunities in the market, and pursue common prosperity for customers, shareholders, employees and suppliers, in order to create a future full of remarkable results!

Chairman: Yen Te-Ho

General Manager: Yen Te-Ho Accounting Manager: Chu Pei-Chen

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[Attachment 2]

Yuen Chang Stainless Steel Co., Ltd.

Audit Committee’s Review Report

The Company's 2024 business report and financial statements (including consolidated financial statements) have been prepared and submitted by the Board of Directors. Among the other things, the financial statements (including consolidated financial statements) were already audited by Hsu Kai-Ning, CPA and Wu Chang-Chun, CPA of Deloitte Taiwan appointed by the Board of Directors, who issued the external auditor’s report accordingly. Based on the Audit Committee’s review on said report and statements prepared and submitted by the Board of Directors, it found no inconsistency existing. The Report is presented in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To:

The Company’s 2025 Annual General Meeting

Yuen Chang Stainless Steel Co., Ltd.

Convener of Audit Committee: Chen Chih-Cheng

March 6, 2025

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[Attachment 3]

Compensation to Directors

Unit: NT$ Thousand; Shares in Thousand; %

Job Title	Name (Note 1)	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Remuneration to directors	Sum of A, B, C, and D as a Percentage of Net Income	Sum of A, B, C, and D as a Percentage of Net Income	Employee compensation received by directors	Employee compensation received by directors	Employee compensation received by directors	Employee compensation received by directors	Employee compensation received by directors	Employee compensation received by directors	Employee compensation received by directors	Employee compensation received by directors	Sum of A, B, C, D, E, F, and G as a Percentage of Net Income	Sum of A, B, C, D, E, F, and G as a Percentage of Net Income	Compensation from investees other than subsidiaries or from the parent company
		Remuneration (A)		Severance payment and pension (B)		Remuneration to directors (C)		Professional practice fees (D)				Salaries, bonuses and special allowances, etc. (E)		Severance payment and pension (F)		Remuneration to employees (G)
		The Company	Companies Included in the Financial Statements	The Company	Companies Included in the Financial Statements	The Company	Companies Included in the Financial Statements	The Company	Companies Included in the Financial Statements	The Company	Companies Included in the Financial Statements	The Company	Companies Included in the Financial Statements	The Company	Companies Included in the Financial Statements	The Company		Companies Included in the Financial Statements		The Company	Companies Included in the Financial Statements
																Amount in cash	Amount in stock	Amount in cash	Amount in stock
Chairman	Yen Te-Ho	4,818	4,818	-	-	603	603	21	21	2.41%	2.41%	-	-	-	-	-	-	-	-	2.41%	2.41%	None
Director	Yen The-Wei	366	366	-	-	46	46	21	21	0.19%	0.19%	-	-	-	-	-	-	-	-	0.19%	0.19%	None
Director	Chang Yun-Ching	366	366	-	-	46	46	21	21	0.19%	0.19%	1,279	1,279	-	-	-	-	-	-	0.76%	0.76%	None
Independent director	Pan Yung-Shan	366	366	-	-	46	46	21	21	0.19%	0.19%	-	-	-	-	-	-	-	-	0.19%	0.19%	None
Independent director	Tu Chin-Hsian g	366	366	-	-	46	46	21	21	0.19%	0.19%	-	-	-	-	-	-	-	-	0.19%	0.19%	None
Independent director	Chen Chih-Chen g	366	366	-	-	46	46	21	21	0.19%	0.19%	-	-	-	-	-	-	-	-	0.19%	0.19%	None
Independent director	Liu Hsin-Hung	366	366	-	-	46	46	21	21	0.19%	0.19%	-	-	-	-	-	-	-	-	0.19%	0.19%	None

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[Attachment 4]

2024 Consolidated Financial Statements and External Auditor’s Report

External Auditor’s Report

To: Yuen Chang Stainless Steel Co., Ltd.

Audit Opinions

We have completed our review on the Consolidated Balance Sheet of Yuen Chang Stainless Steel Co., Ltd. (hereinafter referred to as the “Company”) and its subsidiaries on December 31, 2024 and 2023, and Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement, and Notes to the Consolidated Financial Statements (including a summary of significant accounting policies) for January 1 to December 31, 2024 and 2023.

In our opinion, said consolidated financial statements in all major respects are in compliance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), IFRIC Interpretation, or SIC Interpretation endorsed by the Financial Supervisory Commission. They are sufficient to adequately express the consolidated financial status of the Company and its subsidiaries as of December 31, 2024 and 2023 and its consolidated financial performance and consolidated cash flow from January 1 through December 31, 2024 and 2023.

Basis for the Audit Opinions

We are entrusted to conduct our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of the report. We are independent of the Company and its subsidiaries 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 opinions, based on our audit results and the other external auditors’ report.

Key Audit Matters

Key audit matters refer to the most important matters for the audit of 2024 consolidated financial statements of the Company and its subsidiaries based on our professional judgment. 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.

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Key audit matters of 2024 consolidated financial statements of the Company and its subsidiaries are hereby stated as follows:

Adequacy of the deadline for sales revenue

According to the delivery terms and conditions agreed on by the Company, its subsidiaries, and customers, there was a deviation between the physical shipping date and delivery date or on board date. We evaluated that revenue risk might be recognized earlier than the actual delivery or on board. Therefore, we identify the adequacy of the deadline for the sales revenue close to the balance sheet date as the key audit matters.

Meanwhile, we also perform the following primary audit procedures:

I. Test the internal control related to adequacy of the deadline for recognition of the revenue.
II. Perform the random check on customers’ orders, shipping bills and sales invoices from the statement of operating revenue to identify whether the buyers identified in the customers’ orders and sales invoices are identical, and whether the sales invoice amount is consistent with the recognized revenue, and also perform the random check on external shipment certificates from the statement of operating revenue close to the balance sheet date to confirm whether the sales revenue is recognized for the applicable accounting period.

Other information

The Company has prepared the parent company only financial statements for 2024 and 2023, and the audit reports with unqualified opinions that we have issued are on file for reference.

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

The 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 with International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), IFRIC Interpretation, or SIC Interpretation endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Company and its subsidiaries to continue operations, disclosing related matters, as well as continuing operations with the basis of accounting, unless the management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no feasible alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the financial reporting process of the Company.

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External Auditors’ Responsibilities for the Audit on 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 auditing standards will always detect a material misstatement in the consolidated financial statements 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 auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:

I. 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.
II. 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 internal control of the Company and its subsidiaries.
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
IV. Conclude on the appropriateness of the management’s use of the going concern basis of accounting and whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company and its subsidiaries to continue as a going concern, based on the audit evidence obtained. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
V. Evaluate the overall presentation, structure, and contents of the consolidated financial statements, including the related notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
VI. Obtain sufficient and appropriate audit evidence regarding the financial information of entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion on the Group.

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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 under the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and to communicate with them all relationships and other matters that may reasonably be considered affecting our independence, and where applicable, other matters (including related safeguards).

From the matters communicated with the governance unit, we have determined key audit matters of 2024 consolidated financial statements of the Company and its subsidiaries. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte Taiwan CPA: Hsu Kai-Ning CPA: Chang Tzu-Yuan

Approval reference of the Financial Approval reference of the Financial Supervisory Commission Supervisory Commission Jin-Guan-Zheng-Shen-Zi No. Jin-Guan-Zheng-Shen-Zi No. 1120349008 1090347472

March 6, 2025

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Yuen Chang Stainless Steel Co., Ltd. and its subsidiaries Consolidated Balance Sheet December 31, 2024 and 2023

Unit: NT$ Thousand

Code 1100 1150 1170 1200 1310 1410 1476 1479 11XX 1600 1755 1760 1840 1915 1990 15XX 1XXX Code 2100 2110 2130 2150 2170 2219 2230 2280 2321 2322 2399 21XX 2540 2570 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX 3X2X	Assets Current assets Cash and cash equivalents (Note 6) Notes receivable (Notes 7 and 18) Accounts receivable, net (Notes 7, 18, 25 and 27) Other receivables (Note 25) Inventory (Note 8) Prepayments Other financial assets – current (Notes 9 and 27) Other current assets Total current assets Non-current assets Property, plant and equipment (Notes 10, 19 and 27) Right-of-use assets (Notes 11, 19 and 27) Investment property (Notes 12 and 27) Deferred income tax assets (Note 20) Prepayments for equipment Other non-current assets (Note 19) Total non-current assets Total assets Liabilities and equity Current liabilities Short-term loans (Notes 13 and 27) Short-term notes and bills payable (Note 13) Contract liabilities – current (Note 18) Notes payable Accounts payable Other payables (Note 15) Current income tax liabilities (Note 20) Lease liabilities – current (Note 11) Corporate bonds payable – current portion (Notes 14 and 25) Long-term loans – current portion (Notes 13 and 27) Other current liabilities Total current liabilities Non-current liabilities Long-term loans (Notes 13 and 27) Deferred income tax liabilities (Note 20) Deposit received Total non-current liabilities Total liabilities Equity attributable to owners of the Company (Note 17) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity Total equity Total liabilities and equity		December31,2024 Amount % $ 145,982 2 15,460 - 1,078,125 12 104,296 1 2,914,847 32 114,288 1 122,147 1 21,784 - 4,516,929 49 4,257,768 46 110,194 1 45,380 1 177,789 2 58,836 1 4,778 - 4,654,745 51 $ 9,171,674 100 $ 3,350,467 36 360,000 4 177,075 2 7,948 - 23,782 - 233,849 3 8,338 - 29 - - - 157,344 2 5,106 - 4,323,938 47 788,736 9 41,076 - 14,357 - 844,169 9 5,168,107 56 1,663,868 18 1,243,130 14 315,505 3 217,768 2 697,592 8 1,230,865 13 134,296) ( 1) 4,003,567 44 $ 9,171,674 100	December31,2024 Amount % $ 145,982 2 15,460 - 1,078,125 12 104,296 1 2,914,847 32 114,288 1 122,147 1 21,784 - 4,516,929 49 4,257,768 46 110,194 1 45,380 1 177,789 2 58,836 1 4,778 - 4,654,745 51 $ 9,171,674 100 $ 3,350,467 36 360,000 4 177,075 2 7,948 - 23,782 - 233,849 3 8,338 - 29 - - - 157,344 2 5,106 - 4,323,938 47 788,736 9 41,076 - 14,357 - 844,169 9 5,168,107 56 1,663,868 18 1,243,130 14 315,505 3 217,768 2 697,592 8 1,230,865 13 134,296) ( 1) 4,003,567 44 $ 9,171,674 100		December31,2023	December31,2023	December31,2023
			Amount $ 145,982 15,460 1,078,125 104,296 2,914,847 114,288 122,147 21,784 4,516,929 4,257,768 110,194 45,380 177,789 58,836 4,778 4,654,745 $ 9,171,674 $ 3,350,467 360,000 177,075 7,948 23,782 233,849 8,338 29 - 157,344 5,106 4,323,938 788,736 41,076 14,357 844,169 5,168,107 1,663,868 1,243,130 315,505 217,768 697,592 1,230,865 134,296) 4,003,567 $ 9,171,674			Amount $ 224,686 81,833 926,142 94,361 2,510,774 33,430 112,020 26,554 4,009,800 4,286,058 109,214 45,380 194,210 29,820 4,761 4,669,443 $ 8,679,243 $ 2,898,776 370,000 156,739 16,370 35,963 209,876 4,297 142 2,439 147,648 4,453 3,846,703 1,004,053 39,254 11,342 1,054,649 4,901,352 1,663,868 1,326,323 315,505 152,537 537,425 1,005,467 217,767) 3,777,891 $ 8,679,243		%
		(		(	(		(	3 1 11 1 29 - 1 - 46 50 1 1 2 - - 54 100 33 4 2 - - 3 - - - 2 - 44 12 - - 12 56 19 15 4 2 6 12 2) 44 100

The accompanying notes shall constitute an integral part of the consolidated financial statements. (Please refer to the audit report issued by Deloitte Taiwan on March 6, 2025.)

Chairman: Yen Te-Ho General Manager: Yen Te-Ho

Accounting Manager: Chu Pei-Chen

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Yuen Chang Stainless Steel Co., Ltd. and its subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2024 and 2023

Unit: NTD thousand, except for the earnings (loss) per share (NTD)

Code 4000 Operating revenue, net (Note 18) 5000 Operating costs (Notes 8 and 19) 5900 Gross profit Operating expenses (Notes 7 and 19) 6100 Selling expenses 6200 Administrative expenses 6300 R&D expenses 6450 Loss on expected credit impairment 6000 Total operating expenses 6900 Net operating profit (loss) Non-operating revenue and expenses (Note 19) 7100 Interest revenue 7010 Other revenue 7020 Other gains and losses 7050 Financial costs 7000 Total non-operating revenue and expenses 7900 Net profit (loss) before tax 7950 Income tax expenses (gains) (Note 20) 8200 Net income (loss)		2024		% 100 91 9 5 1 - - 6 3 - - - 1) 1) 2 - 2		2023
		Amount $ 10,714,847 9,679,325 1,035,522 484,920 159,026 19,990 598 664,534 370,988 5,155 25,682 21,560 170,478) 118,081) 252,907 27,509 225,398						%
	( (		( (				100 97 3 3 1 - - 4 ( 1) - - - ( 1) ( 1) ( 2 ) ( 1) ( 1)

(Continued)

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(Brought Forward)

Code Other comprehensive income 8360 Items that might be reclassified to profit and loss 8361 Exchange differences on translation of foreign financial statements 8300 Other comprehensive income for the current period (net after tax) 8500 Total comprehensive income for the current year 8600 Net income (loss) attributed to: 8610 Owners of the Company 8700 Total comprehensive income attributed to: 8710 Owners of the Company Earnings (loss) per share (Note 21) 9750 Basic earnings (net loss) per share 9850 Diluted earnings per share (net loss)		2024		% 1 1 3 2 3		2023
		Amount $ 83,471 83,471 $ 308,869 $ 225,398 $ 308,869 $ 1.35 $ 1.35				Amount $ 65,232) 65,232) $ 214,381) $ 149,149) $ 214,381) $ 0.90) $ 0.90)		%
					( ( ( ( ( ( (		( ( ( ( (	1) 1) 2) 1) 2)

The accompanying notes shall constitute an integral part of the consolidated financial statements. (Please refer to the audit report issued by Deloitte Taiwan on March 6, 2025.)

Chairman: Yen Te-Ho General Manager: Yen Te-Ho Accounting Manager: Chu Pei-Chen

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Unit: NT$ Thousand

Yuen Chang Stainless Steel Co., Ltd. and its subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2024 and 2023

		Equityattributable to owners of the Company	Equityattributable to owners of the Company	Equityattributable to owners of the Company	Other equityitems Exchange differences on translation of foreign financial statements ($ 152,535) - - - - - ( 65,232) ( 65,232) - - ( 217,767) - - - 83,471 83,471 ($ 134,296)	Treasurystocks ($ 20,394) - - - - - - - - 20,394 - - - - - - $ -
Share capital $ 1,663,868 - - - - - - - - - 1,663,868 - - - - - $ 1,663,868	Capital surplus $ 1,323,687 - - - - - - - 4,036 ( 1,400) 1,326,323 - ( 83,193) - - - $ 1,243,130		Retained	earnings
		Legal reserve $ 296,047 19,458 - - 19,458 - - - - - 315,505 - - - - - $ 315,505	Special reserve $ 199,095 - ( 46,558 ) - ( 46,558) - - - - - 152,537 65,231 - - - - $ 217,768	Undistributed earnings $ 824,511 ( 19,458 ) 46,558 ( 165,037) ( 137,937) ( 149,149 ) - ( 149,149) - - 537,425 ( 65,231) - 225,398 - 225,398 $ 697,592
	( (				( ( ( ( (	(	$ 4,134,279 - - ( 165,037) ( 165,037) ( 149,149 ) ( 65,232) ( 214,381) 4,036 18,994 3,777,891 - ( 83,193) 225,398 83,471 308,869 $ 4,003,567

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

(Please refer to the audit report issued by Deloitte Taiwan on March 6, 2025.)

Chairman: Yen Te-Ho

General Manager: Yen Te-Ho

Accounting Manager: Chu Pei-Chen

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Yuen Chang Stainless Steel Co., Ltd. and its subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2024 and 2023

Unit: NT$ thousand

Code Cash flow from operating activities A10000 Net profit (loss) before tax for the current year A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expenses A20200 Amortization expenses A20300 Loss on expected credit impairment A20400 Net gains from financial assets and liabilities at fair value through profit or loss A20900 Financial costs A21200 Interest revenue A21900 Compensation cost of employee stock options A22500 Gains from disposal of property, plant and equipment A23700 Loss (gain on reversal) from inventory prince decline A29900 Other items A30000 Net changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities－current A32130 Notes payable A32150 Accounts payable A32180 Other payables A32990 Other business liabilities A33000 Cash inflow from operating activities A33100 Interest collected A33300 Interest paid A33500 Income tax paid AAAA Net cash outflow from operating activities	2024 $ 252,907 244,404 59 598 ( 118 ) 170,478 ( 5,155 ) - ( 3,005 ) ( 22,500 ) ( 35 ) 66,373 ( 153,920 ) ( 9,974 ) ( 383,749 ) ( 80,858 ) 4,770 18,459 ( 8,422 ) ( 13,314 ) 27,315 771 105,084 5,190 ( 171,771 ) ( 1,888) ( 63,385)	2023
		( $ 201,484 ) 236,820 58 45 ( 2,894 ) 186,606 ( 10,730 ) 4,036 - 61,627 ( 2,405 ) ( 47,575 ) ( 167,956 ) ( 11,166 ) 248,878 84,458 671 ( 33,021 ) ( 4,517 ) ( 126,908 ) ( 12,894 ) 59 201,708 5,156 ( 185,379 ) ( 113,165) ( 91,680)

(Continued)

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(Brought Forward)

Code Cash flow from investing activities B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B06500 Increase in other financial assets B06700 Decrease (increase) in other non-current assets BBBB Net cash outflow from investing activities Cash flow from financing activities C00100 Increase in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01300 Repayment of corporate bonds C01600 Borrowing of long-term loans C01700 Repayment of long-term loans C03000 Increase (decrease) in deposit received C04020 Repayment of principal portion of lease liabilities C04500 Allocation of cash dividends C05000 Transfer of treasury stocks to employees CCCC Cash inflow from financing activities DDDD Effect of foreign exchange rate changes on cash EEEE Net increase (decrease) in cash and cash equivalents for the current year E00100 Balance of cash and cash equivalents, beginning E00200 Balance of cash and cash equivalents, ending	2024 ( $ 137,624 ) 6,389 ( 10,127 ) ( 73) ( 141,435) 377,829 - ( 10,000 ) ( 2,400 ) 579,800 ( 818,790 ) 2,970 ( 113 ) ( 83,193 ) - 46,103 80,013 ( 78,704 ) 224,686 $ 145,982	2023
		( $ 138,826 ) - ( 2,298 ) 753 ( 140,371) 558,019 90,000 - ( 300,584 ) 499,800 ( 407,015 ) ( 1,879 ) ( 112 ) ( 165,037 ) 18,994 292,186 ( 26,271) 33,864 190,822 $ 224,686

The accompanying notes shall constitute an integral part of the consolidated financial statements. (Please refer to the audit report issued by Deloitte Taiwan on March 6, 2025.)

Chairman: Yen Te-Ho General Manager: Yen Te-Ho Accounting Manager: Chu Pei-Chen

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[Attachment 5]

2024 Parent Company Only Financial Statements and External Auditor’s Report

External Auditor’s Report

To: Yuen Chang Stainless Steel Co., Ltd.

Audit Opinions

We have completed our review on the Parent Company Only Balance Sheet of Yuen Chang Stainless Steel Co., Ltd. (hereinafter referred to as the “Company”) on December 31, 2024 and 2023, and Parent Company Only Statement of Comprehensive Income, Parent Company Only Statement of Changes in Equity, Parent Company Only Cash Flow Statement, and Notes to the Parent Company Only Financial Statements (including a summary of significant accounting policies) for January 1 to December 31, 2024 and 2023.

In our opinion, said parent company only financial statements in all major respects are in compliance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. They are sufficient to adequately express the parent company only financial status of the Company as of December 31, 2024 and 2023 and its parent company only financial performance and parent company only cash flow from January 1 through December 31, 2024 and 2023.

Basis for the Audit Opinions

We are entrusted to conduct our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of the 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 opinions, based on our audit results and the other external auditors’ report.

Key Audit Matters

Key audit matters refer to the most important matters for the audit of 2024 consolidated financial statements of the Company based on our professional judgment. 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.

Key audit matters of 2024 parent company only financial statements of the Company and its subsidiaries are hereby stated as follows:

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Adequacy of the deadline for sales revenue

According to the delivery terms and conditions agreed on by the Company and customers, there was a deviation between the physical shipping date and delivery date or on board date. We evaluated that revenue risk might be recognized earlier than the actual delivery or on board. Therefore, we identify the adequacy of the deadline for the sales revenue close to the balance sheet date as the key audit matters.

Meanwhile, we also perform the following primary audit procedures:

I. Test the internal control related to adequacy of the deadline for recognition of the revenue.
II. Perform the random check on customers’ orders, shipping bills and sales invoices from the statement of operating revenue to identify whether the buyers identified in the customers’ orders and sales invoices are identical, and whether the sales invoice amount is consistent with the recognized revenue, and also perform the random check on external shipment certificates from the statement of operating revenue close to the balance sheet date to confirm whether the sales revenue is recognized for the applicable accounting period.

Responsibilities of the management and governing body to the parent company only financial statements

The 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, the management is responsible for assessing the ability of the Company to continue operations, disclosing related matters, as well as continuing operations with the basis of accounting, unless the management either intends to liquidate the Company or to cease operations, or has no feasible alternative but to do so.

Those charged with governance (including Audit Committee) are responsible for overseeing the financial reporting process of the Company.

External Auditors’ Responsibilities for the Audit on 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 auditing standards will always detect a material misstatement in the parent company only financial statements 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 the parent company only financial statements.

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As part of an audit in accordance with the auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:

I. 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.
II. 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 internal control of the Company.
III. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
IV. Conclude on the appropriateness of the management’s use of the going concern basis of accounting and whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern, based on the audit evidence obtained. 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.
V. Evaluate the overall presentation, structure, and contents of the parent company only financial statements, including the related notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
VI. Obtain sufficient and appropriate audit evidence regarding the financial information of entities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion on the Company.

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From the matters communicated with the governance unit, we have determined key audit matters of 2024 parent company only financial statements of the Company. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte Taiwan CPA: Hsu Kai-Ning CPA: Chang Tzu-Yuan Approval reference of the Financial Approval reference of the Financial Supervisory Commission Supervisory Commission Jin-Guan-Zheng-Shen-Zi No. 1090347472 Jin-Guan-Zheng-Shen-Zi No. 1120349008

March 6, 2025

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Yuen Chang Stainless Steel Co., Ltd. Parent Company Only Balance Sheet December 31, 2024 and 2023

Unit: NT$ Thousand

Code 1100 1150 1170 1200 1310 1410 1476 1479 11XX 1550 1600 1755 1760 1840 1915 1990 15XX 1XXX Code 2100 2110 2130 2150 2170 2219 2230 2280 2321 2399 21XX 2540 2570 2645 25XX 2XXX 3100 3200 3310 3320 3350 3300 3400 3XXX 3X2X	Assets Current assets Cash and cash equivalents (Note 6) Notes receivable (Notes 7 and 19) Accounts receivable (Notes 7, 19, 26, 27 and 28) Other receivables (Note 26) Inventory (Note 8) Prepayments Other financial assets – current (Notes 9 and 28) Other current assets Total current assets Non-current assets Investments under equity method (Note 10) Property, plant and equipment (Notes 11, 20 and 28) Right-of-use assets (Notes 12 and 20) Investment property (Notes 13 and 28) Deferred income tax assets (Note 21) Prepayments for equipment Other non-current assets Total non-current assets Total assets Liabilities and equity Current liabilities Short-term loans (Notes 14 and 28) Short-term notes and bills payable (Note 14) Contract liabilities – current (Note 19) Notes payable Accounts payable (Note 27) Other payables (Note 16) Current income tax liabilities (Note 21) Lease liabilities – current (Note 12) Corporate bonds payable – current portion (Notes 15 and 26) Other current liabilities Total current liabilities Non-current liabilities Long-term loans (Notes 14 and 28) Deferred income tax liabilities (Note 21) Deposit received Total non-current liabilities Total liabilities Equity (Note 18) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other equity Total equity Total liabilities and equity		December31,2024 Amount % $ 29,313 - 509 - 246,424 4 100,644 1 2,177,513 33 79,424 1 122,000 2 1,364 - 2,757,191 41 2,678,760 40 1,131,079 17 29 - 45,380 1 62,322 1 330 - 257 - 3,918,157 59 $ 6,675,348 100 $ 1,427,740 21 360,000 6 163,168 3 7,948 - 6,393 - 85,481 1 8,338 - 29 - - - 4,437 - 2,063,534 31 579,251 9 15,532 - 13,464 - 608,247 9 2,671,781 40 1,663,868 25 1,243,130 19 315,505 5 217,768 3 697,592 10 1,230,865 18 134,296) ( 2) 4,003,567 60 $ 6,675,348 100	December31,2024 Amount % $ 29,313 - 509 - 246,424 4 100,644 1 2,177,513 33 79,424 1 122,000 2 1,364 - 2,757,191 41 2,678,760 40 1,131,079 17 29 - 45,380 1 62,322 1 330 - 257 - 3,918,157 59 $ 6,675,348 100 $ 1,427,740 21 360,000 6 163,168 3 7,948 - 6,393 - 85,481 1 8,338 - 29 - - - 4,437 - 2,063,534 31 579,251 9 15,532 - 13,464 - 608,247 9 2,671,781 40 1,663,868 25 1,243,130 19 315,505 5 217,768 3 697,592 10 1,230,865 18 134,296) ( 2) 4,003,567 60 $ 6,675,348 100		December31,2023	December31,2023	December31,2023
			Amount $ 29,313 509 246,424 100,644 2,177,513 79,424 122,000 1,364 2,757,191 2,678,760 1,131,079 29 45,380 62,322 330 257 3,918,157 $ 6,675,348 $ 1,427,740 360,000 163,168 7,948 6,393 85,481 8,338 29 - 4,437 2,063,534 579,251 15,532 13,464 608,247 2,671,781 1,663,868 1,243,130 315,505 217,768 697,592 1,230,865 134,296) 4,003,567 $ 6,675,348			Amount $ 48,777 644 208,676 93,412 1,577,021 15,562 108,660 1,420 2,054,172 2,430,674 1,100,389 141 45,380 72,763 27,747 333 3,677,427 $ 5,731,599 $ 746,268 370,000 102,165 16,370 11,310 73,182 4,297 142 2,439 3,806 1,329,979 598,575 15,106 10,048 623,729 1,953,708 1,663,868 1,326,323 315,505 152,537 537,425 1,005,467 217,767) 3,777,891 $ 5,731,599		%
		(		(	(		(	1 - 4 2 27 - 2 - 36 42 19 - 1 1 1 - 64 100 13 7 2 - - 1 - - - - 23 11 - - 11 34 29 23 6 3 9 18 4) 66 100

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

(Please refer to the audit report issued by Deloitte Taiwan on March 6, 2025.)

Chairman: Yen Te-Ho

General Manager: Yen Te-Ho

Accounting Manager: Chu Pei-Chen

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Yuen Chang Stainless Steel Co., Ltd. Parent Company Only Statement of Comprehensive Income January 1 to December 31, 2024 and 2023

Unit: NTD thousand, except for the earnings (loss) per share (NTD)

Code 4000 Operating revenue, net (Notes 19 and 27) 5000 Operating costs (Notes 8, 20 and 27) 5900 Gross profit Operating expenses (Note 20) 6100 Selling expenses 6200 Administrative expenses 6300 R&D expenses 6000 Total operating expenses 6900 Net operating profit (loss) Non-operating revenue and expenses 7100 Interest revenue (Note 20) 7010 Other revenue (Note 20) 7020 Other gains and losses (Note 20) 7050 Financial costs (Note 20) 7070 Share of profit or loss of subsidiaries accounted for using equity method (Note 10) 7000 Total non-operating revenue and expenses 7900 Net profit (loss) before tax 7950 Income tax expenses (gains) (Note 21) 8200 Net income (loss)		2024		% 100 93 7 5 1 - 6 1 - - - - 2 2 3 - 3		2023
								%
							100 98 2 2 1 - 3 ( 1) - - - - ( 1) ( 1) ( 2 ) ( 1) ( 1)

(Continued)

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(Brought Forward)

Code Other comprehensive income Items that might be reclassified to profit and loss 8380 Share of other comprehensive income of subsidiaries accounted for using equity method 8300 Other comprehensive income for the current year 8500 Total comprehensive income for the current year Earnings (loss) per share (Note 22) 9750 Basic earnings (net loss) per share 9850 Diluted earnings per share (net loss)		2024		% 1 1 4		2023
		Amount $ 83,471 83,471 $ 308,869 $ 1.35 $ 1.35				Amount $ 65,232) 65,232) $ 214,381) $ 0.90) $ 0.90)		%
					( ( ( ( (		( ( (	1) 1) 2)

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

(Please refer to the audit report issued by Deloitte Taiwan on March 6, 2025.)

Chairman: Yen Te-Ho General Manager: Yen Te-Ho Accounting Manager: Chu Pei-Chen

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Unit: NT$ Thousand

Yuen Chang Stainless Steel Co., Ltd. Parent Company Only Statement of Changes in Equity January 1 to December 31, 2024 and 2023

A1 Balance on January 1, 2023 2022 Appropriation and distribution of retained earnings (Note 18) B1 Legal reserve B3 Reversal of special reserve B5 Cash dividends to the Company’s shareholders D1 Net loss 2023 D3 2023 Other comprehensive income after tax D5 2023 Total comprehensive income N1 Share-based payment transactions (Notes 23 and 27) N1 Transfer of treasury stocks to employees (Note 18) Z1 Balance on December 31, 2023 2023 Appropriation and distribution of retained earnings (Note 18) B3 Special reserve C15 Cash dividends allocated from capital surplus (Note 18) D1 Profit 2024 D3 2024 Other comprehensive income after tax D5 2024 Total comprehensive income Z1 Balance on December 31, 2024	Share capital $ 1,663,868 - - - - - - - - - 1,663,868 - - - - - $ 1,663,868	Capital surplus $ 1,323,687 - - - - - - - 4,036 ( 1,400) 1,326,323 - ( 83,193) - - - $ 1,243,130		Retained	earnings
			Legal reserve $ 296,047 19,458 - - 19,458 - - - - - 315,505 - - - - - $ 315,505	Special reserve $ 199,095 - ( 46,558 ) - ( 46,558) - - - - - 152,537 65,231 - - - - $ 217,768	Undistributed earnings $ 824,511 ( 19,458 ) 46,558 ( 165,037) ( 137,937) ( 149,149 ) - ( 149,149) - - 537,425 ( 65,231) - 225,398 - 225,398 $ 697,592
		( (

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

(Please refer to the audit report issued by Deloitte Taiwan on March 6, 2025.)

General Manager: Yen Te-Ho

Accounting Manager: Chu Pei-Chen

Chairman: Yen Te-Ho

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Yuen Chang Stainless Steel Co., Ltd. Parent Company Only Cash Flow Statement January 1 to December 31, 2024 and 2023

Unit: NT$ Thousand

Code Cash flow from operating activities A10000 Net profit (loss) before tax for the current year A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expenses A20400 Net gains from financial assets and liabilities at fair value through profit or loss A20900 Financial costs A21200 Interest revenue A21900 Compensation cost of employee stock options A22400 Share of profit or loss of subsidiaries accounted for using equity method A23700 Inventory valuation losses A29900 Other items A30000 Net changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities－current A32130 Notes payable A32150 Accounts payable A32180 Other payables A32990 Other business liabilities A33000 Cash inflow (outflow) from operating activities A33100 Interest collected A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow (outflow) from operating activities Cash flow from investing activities B02700 Acquisition of property, plant and equipment B06500 Decrease (increase) in other financial assets B06700 Decrease in other non-current assets BBBB Net cash outflow from investing activities	2024 $ 242,194 53,450 ( 118 ) 54,402 ( 1,739 ) - ( 164,615 ) - ( 35 ) 135 ( 37,748 ) ( 7,271 ) ( 600,492 ) ( 63,862 ) 56 61,003 ( 8,422 ) ( 4,917 ) 12,474 749 ( 464,756 ) 1,774 ( 52,954 ) ( 1,888) (517,824) ( 57,358 ) ( 13,340 ) 76 ( 70,622)	2023
		( $ 165,623 ) 43,067 ( 2,894 ) 45,117 ( 7,002 ) 4,036 76,795 34,255 ( 2,405 ) 417 ( 22,081 ) ( 11,420 ) 489,198 24,487 859 ( 56,497 ) ( 4,517 ) ( 142,094 ) ( 9,537 ) 76 294,237 1,429 ( 44,106 ) (113,165) 138,395 ( 104,043 ) 982 638 (102,423)

(Continued)

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(Brought Forward)

Code Cash flow from financing activities C00100 Increase in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01300 Repayment of corporate bonds C01600 Borrowing of long-term loans C01700 Repayment of long-term loans C03000 Increase (decrease) in deposit received C04020 Repayment of principal portion of lease liabilities C04500 Allocation of cash dividends C05000 Transfer of treasury stocks to employees CCCC Net cash inflow (outflow) from financing activities EEEE Net increase (decrease) in cash and cash equivalents for the current year E00100 Balance of cash and cash equivalents, beginning E00200 Balance of cash and cash equivalents, ending	2024 $ 681,472 - ( 10,000 ) ( 2,400 ) 579,800 ( 600,000 ) 3,416 ( 113 ) ( 83,193 ) - 568,982 ( 19,464 ) 48,777 $ 29,313	2023
		$ 53,601 90,000 - ( 300,584 ) 499,800 ( 220,000 ) ( 1,879 ) ( 112 ) ( 165,037 ) 18,994 ( 25,217) 10,755 38,022 $ 48,777

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

(Please refer to the audit report issued by Deloitte Taiwan on March 6, 2025.)

Chairman: Yen Te-Ho General Manager: Yen Te-Ho Accounting Manager: Chu Pei-Chen

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[Attachment 6]

Yuen Chang Stainless Steel Co., Ltd.

2024 Earnings Appropriation Plan

	Unit: NT$
Item	Amount
Undistributed earnings, beginning Add: Profit of the current year Undistributed earnings upon adjustment Less: Provision of 10% legal reserve Add: Reversal of special reserve Distributable earnings in the current year Distribution items: Shareholder bonus - cash dividend NT$0.9 per share Undistributed earnings in the current year	$472,195,160 225,398,326
	697,593,486 (22,539,833) 83,471,311
	$758,524,964 (149,748,152)
	$608,776,812

Chairman: Yen Te-Ho

General Manager: Yen Te-Ho

Accounting Manager: Chu Pei-Chen

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[Attachment 7]

Yuen Chang Stainless Steel Co., Ltd.

Comparative table of the “Articles of Incorporation” before and after the amendments

Provisions after amendments	Provisions before amendments	Explanation
Article 20: Subject to the profit sought for the current year, the Company shall allocate 2% of the profit as the remuneration to employees. The Board of Directors may resolve to distribute the remuneration in the form of stock or in cash, and the receivers of such stock dividend or cash dividend shall include employees of associates that meet certain conditions. The Board of Directors may also resolve to no more than 2% of said profit as the remuneration to directors. The remuneration to directors may be allocated in cash onlyand shall beresolved subject to approval of a majority of the directors attending a meeting of the Board of Directors at which at least two-third of directors are present, and reported to a shareholders’ meeting. In the employee remuneration ratio mentioned in the preceding paragraph, no less than 50% of the remuneration shall be distributed to the entry-level employees. However, the profit must first be taken to offset against the Company’s cumulative losses, if any, and then the remuneration to employees and directors may be allocated subject to the proportions referred to in the preceding paragraph.	Article 20: Subject to the profit sought for the current year, the Company shall allocate no less than 2% of the profit as the remuneration to employees. The Board of Directors may resolve to distribute the remuneration in the form of stock or in cash, and the receivers of such stock dividend or cash dividend shall include employees of associates that meet certain conditions. The Board of Directors may also resolve to no more than 2% of said profit as the remuneration to directors. The remuneration to directors may be allocated in cash only. The circumstances referred to in the preceding paragraph shall resolved subject to approval of a majority of the directors attending a meeting of the Board of Directors at which at least two-third of directors are present, and reported to a shareholders’ meeting. However, the profit must first be taken to offset against the Company’s cumulative losses, if any, and then the remuneration to employees and directors may be allocated subject to the proportions referred to in the preceding paragraph.	In response to the amendments to the Securities and Exchange Act.

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Provisions after amendments	Provisions before amendments	Explanation
Article 22: (omitted) 32nd amendments hereto were made on May 27, 2025.	Article 22: (omitted)	Addition of the date and frequency of amendments

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[Appendix 1]

Articles of Incorporation of Yuen Chang Stainless Steel Co., Ltd.

(Before amendments)

Chapter 1. General Provisions

Article 1: The Company was organized in accordance with the Company Act, and named as 運錩鋼鐵股份有限公司 (Yuen Chang Stainless Steel Co., Ltd.).

Article 2: The Company's business activities comprise the following:

CA01050 Aluminum Rolling, Drawing, and Extruding.
CB01010 Mechanical Equipment Manufacturing.
F106010 Wholesale of Hardware.
F111090 Wholesale of Building Materials.
F113010 Wholesale of Machinery.
F115010 Wholesale of Jewelry and Precious Metals.
F206010 Retail Sale of Hardware.
F211010 Retail Sale of Building Materials.
F213080 Retail Sale of Machinery and Tools.
F215010 Retail of Jewelry and Precious Metals.
F401010 International Trade.
CA02990 Other Metal Products Manufacturing.
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company may, based on its business needs, provide guarantees externally in accordance with the Company's Procedure for Making of Endorsements/Guarantees.
Article 3-1: The total amount of the Company's re-investments may exceed the limit prescribed in Article 13 of the Company Act.
Article 4: The Company’s headquarters shall be located in Kaohsiung City, and branches or branch offices may be established domestically or abroad subject to resolutions by the Board of Directors, if necessary.
Article 5: The Company shall make announcements, if any, in the manner referred to in Article 28 of the Company Act.

Chapter 2. Shares

Article 6: The total capital of the Company shall be NT$2.2 billion, divided into 220 million shares at NT$10 per share, all common shares, and issued in tranches by the Board of Directors with authorization.
Article 7: (Deleted)

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Article 8: The share certificates of the Company shall bear the signatures or seals of three directors or more and may only be issued subject to certification by the competent authority or any of its approved institutes.
The Company may issue shares exempted from the requirements about printing of stock certificates after the public offering, and shall register the shares with a centralized securities depository institution.
Article 9: Any changes in the roster of shareholders shall be handled in accordance with Article 165 of the Company Act.

Chapter 3. Shareholders’ Meeting

Article 10: The shareholders’ meeting is classified into two types, the annual general meeting and the special shareholders’ meeting. The annual general meeting shall be convened once per year within six months after the end of each fiscal year. The special shareholders’ meeting shall be convened according to laws whenever necessary.

The convention and public announcement of a shareholders’ meeting shall be handled in accordance with Article 170 of the Company Act.

Article 10-1: A shareholders’ meeting shall be chaired by the Chairman, if it is convened by the Board of Directors. Where the Chairman takes leave or cannot perform his/her duties with causes, the deputy shall be designated in the manner referred to in Article 208 of the Company Act. For shareholders’ meetings that are convened by any convener other than the Board of Directors, the convener shall chair the meeting. If there are two or more eligible conveners at the same time, one shall be appointed among themselves to chair the meeting.
Article 11: Any shareholder who is unable to attend a shareholders’ meeting in person may appoint another shareholder to attend the meeting to exercise the voting right on behalf of him/her by personally presenting a power of attorney indicating the scope of power as printed by the Company.
Upon the Company's public offering, the shareholders’ attendance by proxy and application of the power of attorney shall follow the related requirements under the Company Act, and also the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.”
Article 12: Each of the Company's shareholders shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Paragraph 2, Article 179 of the Company Act.
Upon the Company's listing on TWSE/TPEx, the Company shall identify the electronic form as one of the methods by which shareholders may exercise their voting right.

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Article 13: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in related laws, be adopted by a majority of voting rights of the shareholders present, who represent a majority of the total outstanding shares. Resolutions adopted by a shareholders’ meeting shall be recorded in the meeting minutes, and shall be governed by Article 183 of the Company Act.
Article 13-1: The Company's application for public offering and revocation of the public offering, if any, shall be governed by Article 156 of the Company Act.

Chapter 4. Directors and Audit Committee

Article 14: The Company shall have 7~9 directors with a term of office of three years, who shall be elected by the shareholders’ meeting from among persons with disposing capacity, and they shall be eligible for re-elections. The election of directors adopts a candidates nomination system and directors shall be elected from among the nominees listed in the roster of director candidates at a shareholders’ meeting.
Among the directors referred to in the preceding paragraph, the Company may appoint at least 3 independent directors, who shall be no less than one-fifth of the whole directors. The professional qualification, shareholdings, restrictions on concurrent positions, nomination and election of independent directors, and other requirements to be met, shall comply with the related laws and regulations.

If the Chairman of the Board of Directors and the General Manager (or equivalents) are the same person, spouses or relatives within the first degree of kinship, the number of independent directors shall be no less than four. If there are more than 15 directors, the number of independent directors shall be no less than five, and more than half of the directors shall be neither employees nor managers.

The Company may take out the liability insurance for the directors with respect to liabilities resulting from exercising their duties during their terms of office.

Article 14-1: The uni-nominal cumulative voting method shall be used for election of the directors of the Company. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elected.
Where it is necessary to amend said election method, the Company shall comply with Article 172 of the Company Act and also identify the comparative list for the amendments in the causes or subjects to be described.
Article 14-2: The Company establishes the Audit Committee to replace supervisors. The Audit Committee shall consist of the whole independent directors. The authority of the Audit Committee members, parliamentary rules and other requirements to be met shall be governed by the Company Act, Securities and Exchange Act & other related laws and regulations, and the Audit Committee’s Articles of Association.

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Article 14-3: The Company's Board of Directors may, based on the business operations, establish the Remuneration Committee or other functional committees.

Article 15: The Board of Directors shall consist of the Company’s directors. The Chairman shall be elected among and from the directors by a majority of the directors attending a meeting of the Board of Directors at which at least two-third of directors are present. The same shall apply to the election of the Vice Chairman. The Chairman shall represent the Company externally.
Article 16: A Board of Directors meeting shall be chaired by the Chairman of Board. Where the Chairman takes leave or cannot perform his/her duties with causes, the deputy shall be designated in the manner referred to in Article 208 of the Company Act.
Directors should attend meetings of the Board of Directors in person. If a director cannot attend for some reason, he or she may appoint another director to attend the meeting on behalf of him/her by, in each time, issuing a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. However, each director may accept the appointment to act as the proxy of another director only.
Resolutions at a Board of Directors meeting shall, unless otherwise provided for in related laws, be adopted by a majority of the directors present at the meeting attended by a majority of the whole directors.

The Board of Directors meeting shall be convened for once per quarter. A notice of the reasons for convening the meeting shall be given to each director within 7 days before the meeting is convened, provided that in the case of emergency, the Board of Directors meeting may be convened at any time. The notice of the Board of Directors meeting may be sent to each director in writing or via e-mail or fax.

An independent director may only appoint another independent director to attend a meeting on behalf of him/her, if necessary. None of the general directors is allowed to attend the meeting on behalf of an independent director.
Article 17: The Board of Directors is authorized to resolve the remuneration to all directors based on their participation in the Company’s operation and contribution value and the typical pay levels adopted by peer companies, irrelevant with profit or loss retained by the Company.

Chapter 5. Managers

Article 18: The Company shall appoint several managers. The appointment and dismissal thereof and remuneration to them shall be governed by Article 29 of the Company Act.

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Chapter 6. Accounting

Article 19: At the end of each fiscal year of the Company, the Board of Directors shall prepare the following documents and submit them to the Audit Committee for audit within 30 days before the date of the annual general meeting and then for ratification by the annual general meeting.
(1) Business Report
(2) Financial statements
(3) Earnings appropriation or loss compensation plan
Article 20: Subject to the profit sought for the current year, the Company shall allocate 2% of the profit as the remuneration to employees. The Board of Directors may resolve to distribute the remuneration in the form of stock or in cash, and the receivers of such stock dividend or cash dividend shall include employees of associates that meet certain conditions. The Board of Directors may also resolve to no more than 2% of said profit as the remuneration to directors. The remuneration to directors may be allocated in cash only.

The circumstances referred to in the preceding paragraph shall resolved subject to approval of a majority of the directors attending a meeting of the Board of Directors at which at least two-third of directors are present, and reported to a shareholders’ meeting.

However, the profit must first be taken to offset against the Company’s cumulative losses, if any, and then the remuneration to employees and directors may be allocated subject to the proportions referred to in the preceding paragraph.

Article 20-1: If there is a surplus after account settlement of the fiscal year, the Company shall pay applicable taxes and cover losses carried forward pursuant to laws, followed by the allocation of 10% of the remainder as legal reserve, unless said legal reserve amounts ’ - to the Company s total paid in capital, and then the special reserve or special surplus reserve is appropriated from the balance, if any. After that, if there is still a balance, it will be deemed as the distributable earnings generated in the current year, and be pooled with the undistributed earnings carried forward from previous years for distribution as shareholder dividend under a proposal prepared by the Board of Directors subject to the resolution made by a shareholders’ meeting.

The Company’s dividend policy is set forth in response to the current and future development plan and by taking into consideration the investment environment, funding needs and domestic/foreign competition, as well as shareholders’ equity. The Company may distribute no less than 20% of the distributable earnings generated in the current year as the shareholder dividend and bonus in that year. The shareholder dividend and bonus may be allocated in cash or in the form of stock, provided that the cash dividend allocable shall be no less than 20% of the total dividends.

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Chapter 7. Supplementary Provisions

Article 21: Any matters not covered herein shall be governed by the Company Act. Article 22: The Articles were established on July 13, 1987.

1st amendments hereto were made on February 25, 1988. 2nd amendments hereto were made on February 15, 1990. 3rd amendments hereto were made on September 5, 1990. 4th amendments hereto were made on July 26, 1991. 5th amendments hereto were made on August 12, 1992. 6th amendments hereto were made on August 22, 1993. 7th amendments hereto were made on November 14, 1994. 8th amendments hereto were made on August 8, 1996. 9th amendments hereto were made on October 1, 1997. 10th amendments hereto were made on December 31, 1998. 11th amendments hereto were made on July 13, 1999. 12th amendments hereto were made on May 7, 2000. 13th amendments hereto were made on August 31, 2002. 14th amendments hereto were made on September 25, 2002. 15th amendments hereto were made on May 26, 2004. 16th amendments hereto were made on June 7, 2004. 17th amendments hereto were made on August 15, 2005. 18th amendments hereto were made on March 24, 2007. 19th amendments hereto were made on February 12, 2008. 20th amendments hereto were made on August 22, 2008. 21st amendments hereto were made on April 20, 2010. 22nd amendments hereto were made on September 16, 2011. 23rd amendments hereto were made on September 27, 2011. 24th amendments hereto were made on August 7, 2013. 25th amendments hereto were made on September 30, 2014. 26th amendments hereto were made on January 9, 2015. 27th amendments hereto were made on June 30, 2015. 28th amendments hereto were made on June 28, 2016. 29th amendments hereto were made on June 28, 2017. 30th amendments hereto were made on June 9, 2023. 31st amendments hereto were made on June 6, 2024.

Yuen Chang Stainless Steel Co., Ltd.

Chairman: Yen Te-Ho

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[Appendix 2]

Yuen Chang Stainless Steel Co., Ltd.

Rules of Procedure for Shareholders’ Meetings

Established at the annual general meeting on June 21, 2014

1st amendments made at the special shareholders’ meeting on January 9, 2015 2nd amendments made at the special shareholders’ meeting on June 30, 2015 3rd amendments made at the annual general meeting on June 28, 2016 4th amendments made at the annual general meeting on June 23, 2020 5th amendments made at the annual general meeting on July 20, 2021 6th amendments made at the annual general meeting on June 15, 2022 7th amendments made at the annual general meeting on June 6, 2024

Article 1: The Company's shareholders’ meeting agenda shall be handled in accordance with the Rules.
Article 2: The shareholders referred to herein mean the shareholders, the shareholders’ representatives, and any persons attending the shareholders’ meeting on behalf of the shareholders.
Article 3: Unless otherwise provided by law or regulation, shareholders’ meetings of the Company shall be convened by the Board of Directors.
Unless otherwise provided in the Regulations Governing the Administration of Shareholders Service of Public Companies, the Company's organization of a shareholders’ meeting by means of visual communication network shall be expressly defined in the articles of incorporation and subject to resolution by the Board of Directors. Meanwhile, the organization of a shareholders’ meeting by means of visual communication network shall be adopted per the resolution rendered by a majority of directors at a meeting attended by two-thirds or more of the total number of directors. Changes to how the Company convenes its shareholders’ meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders’ meeting notice.
The Company shall compile an electronic file that contains meeting notice, proxy letter form, motions for ratification, motions for discussion, election or dismissal of directors, etc. and post it on the MOPS before 30 days before the date of an annual general meeting or before 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the general meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the annual general meeting or before 15 days before the date of the special shareholders’ meeting. However, if the Company's paid-in capital reaches NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the roster of shareholders at the time of the annual

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general meeting held in the most recent fiscal year, it shall upload the aforesaid electronic file within 30 days prior to the day on which the annual general meeting is to be held. Additionally, before 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 shareholders service agent designated thereby, and also distributed on site at the shareholders’ meeting.

The reasons for convening a general meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application for cessation of public offering, approval of directors’ competition with the Company, capitalization of retained earnings and capital reserve, company dissolution, merger, spin-off, or the conditions set forth in Paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out, with the essential contents explained, in the notice of the reasons for convening the meeting. None of the above matters may be raised as an extempore motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.

Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at an annual general shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda, Additionally, when the circumstances of any subparagraph of Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

Any shareholder may submit any suggestive proposal to urge the Company to promote public interests or fulfill its social responsibilities. Procedurally, the shareholder is allowed to submit no more than one proposal pursuant to Article 172-1 of the Company Act. Any additional proposal will not be included into the motions.

Prior to the book closure date before an annual general meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.

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Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting and take part in discussion of the proposal.

The Company shall, prior to preparing and delivering the general meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the general meeting notice the proposals conforming to the requirements set out in this Article. At the general meeting, the Board of Directors shall explain the reasons for exclusion of any shareholder proposals from the agenda.

Article 4: For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the power of attorney issued by the Company and stating the scope of the proxy’s authorization.
A shareholder may issue only one power of attorney and appoint only one proxy for any given general meeting, and shall deliver the power of attorney to the Company five days before the date of the general meeting. When duplicate power of attorneys are delivered, the one received earliest shall prevail However, this excludes situations where the shareholder has issued a proper declaration to withdraw the previous proxy arrangement. After a proxy letter has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company 2 business days before the meeting date. If the cancellation notice is submitted after due date, votes casted at the meeting by the proxy shall prevail.
Article 5: The time and place for the shareholders’ meeting shall be set forth by the Board of Directors. The place for the shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 6: The Company shall specify in its meeting notices the time during which attendance registrations of shareholders, solicitors and proxies (hereinafter referred to as the “shareholders”) will be accepted, the place to register for attendance, and any other important matters.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least thirty minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

The Company allows attending shareholders to hand in a sign-in card in lieu of signing in.

Shareholders who attend the meeting shall be given by the Company a copy of the meeting manual, annual report, attendance pass, opinion slip, agenda ballots and any

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information relevant to the meeting. Additional ballots shall be prepared if director election is also being held during the meeting.

Shareholders shall attend general meetings based on the attendance pass, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting power of attorneys shall also bring identification documents for verification.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. Juristic persons that have been designated as proxy attendants can only appoint one representative to attend the shareholders’ meeting.

Article 7: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or for any reason unable to exercise the powers of the chairperson, the Chairman shall appoint one of the directors to act as chair. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as chairperson. When a director serves as the chairperson, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be apply if the chairperson is the juristic-person director’s representative.
It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman of Board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the shareholders’ meeting minutes.
For shareholders’ meetings that are convened by any convener other than the Board of Directors, the convener shall chair the meeting. If there are two or more eligible conveners at the same time, one shall be appointed among themselves to chair the meeting.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.

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 general meeting, and the voting and vote counting procedures.
The recorded materials referred to in the preceding paragraph shall be retained for at least one year. If, however, 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 9: Attendance and voting at a 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 sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically.

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The chair shall call the meeting to order at the appointed meeting time, and at the same time announce the number of non-voting shares and the number of shares attending the meeting.

However, when the attending shareholders represent less than a majority of the total number of issued shares, the chair 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. If the quorum is not met after two postponements and the attending shareholders still represent less than one-thirds of the total number of issued shares, the chairperson shall declare the meeting adjourned.

If the quorum is 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 Paragraph 1, Article 175 of the Company Act. All shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10: If the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. Relevant motions (including extempore motions and amendments to an original motion) should be decided on a case-by-case basis. The meeting shall be conducted according to the scheduled agenda, and shall not be changed without the resolution of the shareholders' meeting.

If the shareholders' meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.

Before the parliamentary procedure is accomplished in accordance with the agenda (including extempore motions) as stated in the preceding two paragraphs, the chairperson cannot announce for the adjournment of the meeting unless with the resolution rendered by the shareholders.

After the meeting is adjourned, shareholders cannot nominate another chairperson to continue the meeting at the same premises or another premises. If the chairperson declares the meeting adjourned in violation of the rules of procedure, a new chairperson may be elected by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or special motions put forward by the shareholders. When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance pass number), and

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account name. The order in which shareholders speak will be set by the chairperson. A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the contents of the speech do not correspond to the subject given on the speaker's slip, the spoken contents shall prevail.

Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the requirements referred to in the preceding paragraph or exceeds the scope of the agenda item, the chairperson may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor. The chairperson shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.

Article 12: Voting at the shareholders’ meetings shall be calculated based on numbers of shares. The voting right of a shareholder who is a government or juristic person shall be exercised by the shareholders’ representative on behalf of it.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

Where a shareholder appoints a proxy to attend a shareholders’ meeting on behalf of him/her, with the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when 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. If that 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 Paragraph 2, Article 179 of the Company Act.

When the Company holds a shareholders’ meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence.

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When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the general meeting notice. Shareholders who have voted in writing or using the electronic method are considered to have attended shareholders’ meeting in person. but to have waived his/her rights with respect to the special motions and amendments to original proposals of that meeting. Therefore, it is advisable that the Company avoid the submission of extempore motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the general meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, However, exception is granted if the shareholder issues a proper declaration to withdraw the previous instruction.

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, within two days before the date of the shareholders’ meeting at latest. 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 passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. If there is no objection after consultation by the chairperson, it shall be deemed as passed, and its effect is the same as that of voting. For proposals that trigger objections, a decision shall be made by voting. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of each shareholder. After the conclusion of the meeting, on the same day it is held, 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 chairperson 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 one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting shall be conducted in public at the place of the shareholders’ meeting. Immediately after 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 a record made of the vote.

Article 14: When the shareholders' meeting elects directors, it shall proceed in accordance with the regulations for election of directors established by the Company, and shall announce the results of the election on the spot, including the name list of elected directors and the number of votes with which they were elected, and the name list of directors not elected and number of votes they received.

The ballots for the election items mentioned in the preceding paragraph shall be sealed and signed by the monitoring personnel and then properly kept for at least one year. If, however, 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 shall be recorded in the minutes of the meeting which shall be affixed with the signature or seal of the chairperson of the meeting and shall be distributed to all shareholders of the Company within twenty days after the close of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes referred to in the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Article 16: On the day of a shareholders’ meeting, the Company shall compile in the prescribed format a statistical 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, and shall make an express disclosure of the same at the place of the shareholders' meeting.
If matters put to a resolution at a general meeting constitute material information under applicable laws or regulations and under the competent authority’s regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17: Staff handling the administrative affairs of a shareholders’ meeting shall wear identification cards or armbands.

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The chairperson may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card.

If a shareholder violates the rules of procedure and does not obey the chairperson's corrective instructions, and hinders the progress of the meeting and fails to comply, the chairperson may direct the proctors or security personnel to ask him or her to leave the venue.
Article 18: When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce the time when, in view of the circumstances, the meeting will be resumed.
If, before the parliamentary procedure is accomplished in accordance with the agenda (including extempore motions), the meeting venue cannot be occupied any longer, participants may resolve to continue the meeting at an alternative location.
Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of the Company Act.
Article 19: Any matters not covered herein shall be governed by the Company Act, the Articles of Incorporation and related laws and regulations.
Article 20: The Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.

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[Appendix 3]

Yuen Chang Stainless Steel Co., Ltd.

Shareholding by all directors

Until the book closure period for the current annual general meeting (March 29, 2025), the shareholdings by individual director and all directors recorded in the roster of shareholders are stated as following:

Job Title	Name	Date of election	Term of office (years)	Shares held as referred to in the roster of shareholders during the book closure period	Shares held as referred to in the roster of shareholders during the book closure period
				Shares	Shareholding
Chairman	Yen Te-Ho	June 9, 2023	3	6,615,568	3.98%
Director	Yen The-Wei	June 9, 2023	3	1,211,482	0.73%
Director	Yuji Investment Co.,Ltd.	June 9, 2023	3	37,731,750	22.68%
Independent director	Pan Yung-Shan	June 9, 2023	3	0	0%
Independent director	Chen Chih-Cheng	June 9, 2023	3	0	0%
Independent director	Liu Hsin-Hung	June 9, 2023	3	125,888	0.08%
Independent director	Tu Chin-Hsiang	June 9, 2023	3	0	0%
Total				45,684,688	27.47%

Note:

The Company's paid-in capital is NT$1,663,868,360, with 166,386,836 shares issued.
According to Article 26 of the Securities and Exchange Act, the number of shares held by all directors is 9,983,210 shares.
The minimum number of shares held by the all directors is 45,684,688 shares. The number of shares held by all directors already satisfies the statutory standards.
The Company has established the Audit Committee. Therefore, no requirements about minimum shareholdings by supervisors shall apply.
According to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratio at Public Companies,” if more than two independent directors are elected, the shareholding ratio of all directors that is calculated proportionally will be reduced to 80%.

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==> picture [209 x 58] intentionally omitted <==

Headquarters

Address: 13 F., No. 235, Zhongzheng 4th Rd., Qianjin Dist., Kaohsiung City

Tel. No.: (07)969-5858 Fax No.: (07)968-5768 http://www.yuenchang.com.tw

Stainless Steel Processing Center of Dafa Plant

Address: No. 12, Huaxi Rd., Daliao Dist., Kaohsiung City Tel. No.: (07)787-9118 Fax No.: (07)787-9728

Ningbo Qiyi Precision Ultra-Thin Stainless Steel Rolling Mill

Address: No. 2, Nanbin N. Rd., Binhai New Area in the south of Ningbo, Ninghai County,

Ningbo City

Tel. No.: (86)574-59996888 Fax No.: (86)574-59990532 http://www.qiyi.com.cn

AI assistant

YC — AGM Information 2025

51965_rns_2025-08-07_bf945f59-ed62-4a81-9e3d-d86d04e14966.pdf

Table of Contents

2025 Annual General Meeting Procedure

Yuen Chang Stainless Steel Co., Ltd.

2025 Annual General Meeting Agenda

Amendments to certain provisions of the Company’s “Articles of Incorporation”

Report Matters

Proposals and Acknowledgment

1st Proposal (Proposed by the Board of Directors)

Discussion Matters

(Proposed by the Board of Directors)

[Attachment 1]

2024 Business Report

I. 2024 Business Report

(I) Implementation results of the business plan

(II) Budget execution

(III) Profitability analysis

(IV) Revenue and expenditure

(V) R&D

Yuen Chang Stainless Steel Co., Ltd.

Audit Committee’s Review Report

[Attachment 3]

Compensation to Directors

[Attachment 4]

2024 Consolidated Financial Statements and External Auditor’s Report

External Auditor’s Report

To: Yuen Chang Stainless Steel Co., Ltd.

Audit Opinions

Basis for the Audit Opinions

Key Audit Matters

Other information

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

External Auditors’ Responsibilities for the Audit on Consolidated Financial Statements

Yuen Chang Stainless Steel Co., Ltd. and its subsidiaries Consolidated Balance Sheet December 31, 2024 and 2023

Yuen Chang Stainless Steel Co., Ltd. and its subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2024 and 2023

Unit: NT$ thousand

2024 Parent Company Only Financial Statements and External Auditor’s Report

External Auditor’s Report

To: Yuen Chang Stainless Steel Co., Ltd.

Audit Opinions

Basis for the Audit Opinions

Key Audit Matters

Adequacy of the deadline for sales revenue

Responsibilities of the management and governing body to the parent company only financial statements

External Auditors’ Responsibilities for the Audit on Parent Company Only Financial Statements

Yuen Chang Stainless Steel Co., Ltd. Parent Company Only Balance Sheet December 31, 2024 and 2023

Yuen Chang Stainless Steel Co., Ltd. Parent Company Only Statement of Changes in Equity January 1 to December 31, 2024 and 2023

Yuen Chang Stainless Steel Co., Ltd. Parent Company Only Cash Flow Statement January 1 to December 31, 2024 and 2023

Yuen Chang Stainless Steel Co., Ltd.

2024 Earnings Appropriation Plan

Yuen Chang Stainless Steel Co., Ltd.

Comparative table of the “Articles of Incorporation” before and after the amendments

Articles of Incorporation of Yuen Chang Stainless Steel Co., Ltd.

(Before amendments)

Chapter 1. General Provisions

Chapter 2. Shares

Chapter 3. Shareholders’ Meeting

Chapter 4. Directors and Audit Committee

Chapter 5. Managers

Chapter 6. Accounting

Chapter 7. Supplementary Provisions

Yuen Chang Stainless Steel Co., Ltd.

Rules of Procedure for Shareholders’ Meetings

Yuen Chang Stainless Steel Co., Ltd.

Shareholding by all directors

Note:

Stainless Steel Processing Center of Dafa Plant

Ningbo Qiyi Precision Ultra-Thin Stainless Steel Rolling Mill

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