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YC AGM Information 2022

Aug 18, 2022

52391_rns_2022-08-18_44f1d614-7ff6-4e01-b019-0db773df59aa.pdf

AGM Information

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Stock Code: 4306

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YEM CHIO CO., LTD. 2022 Annual Shareholders’ Meeting

Meeting Agenda

Date: Friday, June 17, 2022 Place: No.397, Xingshan Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.) (Headquarters, YC Group)

  1. MEETING PROCEDURES ............................................................................................................. - 1 - 2. MEETING AGENDA ...................................................................................................................... - 2 - 3. REPORT ITEMS .............................................................................................................................. - 3 - 4. MATTERS FOR RATIFICATION .................................................................................................. - 4 - 5. MATTERS FOR DISCUSSION (I) ................................................................................................. - 5 - 6. MATTERS FOR ELECTION .......................................................................................................... - 6 - 7. MATTERS FOR DISCUSSION (II) ................................................................................................ - 7 - 8. EXTEMPORARY MOTIONS ......................................................................................................... - 8 - 9. APPENDIX ...................................................................................................................................... - 9 - BUSINESS REPORT ........................................................................................................................... - 9 - AUDIT COMMITTEE’S REVIEW REPORT ................................................................................... - 11 - 2021 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (PARENT COMPANY ONLY FINANCIAL STATEMENT) ............................................................................ - 12 - 2021 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (CONSOLIDATED FINANCIAL STATEMENT) ............................................................................ - 25 - COMPARISON TABLE OF THE ARTICLES OF INCORPORATION BEFORE AND AFTER REVISION ......................................................................................................................................... - 40 - COMPARISON TABLE OF “HANDLING PROCEDURES FOR THE ACQUISITION AND DISPOSAL OF ASSETS" BEFORE AND AFTER REVISION ....................................................... - 41 - ARTICLES OF INCORPORATION ............................................................................................... - 54 - RULES AND PROCEDURES OF SHAREHOLDERS' MEETING ................................................. - 58 - PROCEDURES FOR ELECTION OF DIRECTOR .......................................................................... - 60 - SHAREHOLDINGS OF ALL DIRECTORS ..................................................................................... - 63 -

1. Meeting Procedures

YEM CHIO CO., LTD

  • 2022 Annual Shareholders’ Meeting Meeting Procedures

  • (1) Call Meeting to Order

  • (2) Chairman’s Address

  • (3) Report Items

  • (4) Matters for Ratification

  • (5) Matters for Discussion (I)

  • (6) Matters for Election

  • (7) Matters for Discussion (II)

  • (8) Extemporary Motions

  • (9) Adjournment

  • 1 -

2. Meeting Agenda

Meeting Agenda, 2022 Annual Shareholders’ Meeting, YEM CHIO CO., LTD Date: Friday, June 17, 2022

Place: No.397, Xingshan Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.)

( Headquarters, YC Group)

Method of meeting: Physical meeting

  • (1) Call Meetingto Order (report on the number of shareholders present)

  • (2) Chairman’s Address

  • (3) Report Items:

  • 2021 Business Report

  • 2021 Audit Committee Report

  • Report on 2021 Employee Profit-sharing Bonus and Directors’ Compensation

  • Report on 2021 Earnings Distribution and Cash Dividends

  • Report on the implementation of buyback of treasury stocks

  • Others

  • (4) Matters for Ratification:

  • Proposal for 2021 Business Report and Financial Statements

  • Proposal for Distribution of 2021 Earnings

  • (5) Matters for Discussion (I)

  • Proposal for amendment of the Company’s Articles of Incorporation

  • Proposal for amendment of Procedures for the Acquisition or Disposal of

Assets

  • (6) Matters for Election

Proposal for Re-election of directors

  • (7) Matters for Discussion (II)

Proposal for Removal of non-compete restrictions on new directors and their representatives

  • (8)Extemporary Motions

  • (9) Adjournment

  • 2 -

3. Report Items

Proposal 1: 2021 Business Report Explanatory Notes: For the 2021 Business Report, please refer to P. 9 of this manual.

Proposal 2: 2021 Audit Committee’s Review Report Explanatory Notes: For the 2021 Audit Committee’s Review Teport, please refer to P. 11 of this manual.

Proposal 3: 2021 Employee Profit-sharing Bonus and Directors’ Compensation Distribution Report

Explanatory Notes: 2021 Employee Profit-sharing Bonus and Directors’ Compensation Distribution detailed below:

  • a. In accordance with Article 19 of the Company’s Articles of Incorporation, “If the

  • Company generates profit in the current period, the distribution shall not be less than 0.5% of the total amount as employee compensation”.

  • b. The company made a profit of NT$944,741,725 (i.e., pre-tax benefits minus the benefits before distribution of employee remuneration) in 2021, and 0.5% of employee compensation (in cash) is set aside, totaling NT$4,723,709, all paid in cash.

Proposal 4: Adoption of the Proposal for Distribution of 2021 Earnings Explanatory Notes: Proposal for Distribution of 2021 Earnings detailed below:

  • a. This case is based on Article 19-2 of the Articles of Incorporation. Surplus earnings to be distributed in cash as dividends and bonuses shall be approved by the Board of Directors through a special resolution and reported at the shareholders’ meeting.

  • b. NT$622,566,349 will be set aside from earnings for shareholders’ dividends. Each common shareholder will be entitled to receive a cash dividend of NT$1 per share (allocated up to NT$1, rounded down to less than NT$1). The total of any fractional amount less than one dollar will be adjusted, where number from the decimal point is from large to small and the account number is adjusted from front to back to meet the total cash dividend allocation.

  • c. The Chairman shall be authorized by the Board of Directors through a resolution, to determine the record date for distribution and all related matters. If there is a change in the company’s share capital and the dividend ratio is affected by a change in the outstanding shares later on, the Board of Directors shall be authorized to adjust the dividend ratio for the distribution of each share.

Proposal 5: Report on the implementation of buyback of treasury stocks Explanatory Notes: The implementation plan for buyback of treasury stocks is detailed below:

Buyback Period 13rd Session 14thSession
Date of Board
Resolution
March 10, 2020 May 13, 2020
Buyback Purpose Transfer shares to
employees
Transfer shares to
employees
Estimated
Buyback Period
March 11, 2020- May 8,
2020
March 14, 2020- July 13,
2020
Actual Buyback
Period
March 12, 2020- April 27,
2020

March 22, 2020- July 13,
2020
Buyback Method Centralized market
buyback of securities
Centralized market
buyback of securities
Buyback Period
Price
NT$9~ NT$16 NT$9~ NT$16.2
  • 3 -
Estimated
Buyback Volume
Common shares
10,000,000 shares
Common shares
10,000,000 shares
Buyback Types
and Volume
Common shares
8,699,000 shares
Common shares
7,022,000 shares
Buyback amount NT$85,553,642 NT$84,796,395
Average buyback
price, per share
NT$9.83 NT$12.08
Number of shares
cancelled and
transferred
0 shares 0 shares
Cumulative
number of shares
held by the
company
8,699,000 shares 15,721,000 shares
The ratio of the
cumulative
number of shares
held by the
company to the
total number of
issued shares(%)
1.36% 2.46%

Proposal 6: Others: None

4. Matters for Ratification

Proposal 1 (Proposed by the Board of Directors)

Subject: Filing of the 2021 Business Report and Financial Statements

Explanation:

  1. The business report and 2021 financial reports of the Company have been approved by the Board of Directors. The aforementioned financial statements have been certified by Chen, Jin-Chang and Lin, Yi-Fan, CPAs of PwC Taiwan, and reports have been verified and submitted. The financial and business reports have also been reviewed by the Audit Committee, and are certifed true and correct.

  2. Enclosed are the business report, independent auditors’ report and aforementioned financial statements for ratification, found on P.9 and P.12-39 of this meeting agenda.

Resolution:

  • 4 -

Proposal 2 (Proposed by the Board of Directors)

Subject: Adoption of the Proposal for Distribution of 2021 Profits

Explanation: Proposal for Distribution of 2021 Profits is detailed below:

YEM CHIO CO., LTD. Distribution of 2021 Profits

Unit: NT$


Distribution of 2021

Profits
Unit: N
Item Amount
Unappropriated earnings ofJanuary1,2021 170,678,073
Plus: Net Income after tax 2021 867,761,941
Plus:Remeasurements of Defined BenefitObligations 12,786,867
Less:Disposal of Financial Assets at FVTOCI 2021 (7,999,681)
Plus: Disposal of Financial Assets from Subsidiary at
FVTOCI 2021
213,771,305
The net profit after tax for the current period plus items
other than the net profit for the current period are included
in the amount of undistributed surplus for the currentyear
1,086,320,432
Less:Legal surplus reserve,10% (108,632,043)
Plus: Special surplus reserve 12,864,148
Distributable earnings of December31,2021 1,161,230,610
Less: Cash dividends(NT$1per share) (622,566,349)
Unappropriated earnings of December31,2020 538,664,261

Chairman: Lee, Chih-Hsieh CEO: Lee,Chih-Hsieh Accounting Representative: Liu, Xue-Ru

Resolution:

5. Matters for Discussion (I)

Proposal 1 (Proposed by the Board of Directors) Subject: Proposal for amendment to the Articles of Incorporation Explanation:

  1. To meet the regulations that public companies may hold shareholders’ meetings by video conference, added Article 8-1 to the Articles of Incorporation. The Company’s shareholders meeting can be held by means of visual communication network or other methods promulgated by Ministry of Economic Affairs.

  2. For the Comparison Table of the “Articles of Incorporation” Before and After Revision, please refer to P.40 of Meeting Agenda.

Resolution:

Proposal 2 (Proposed by the Board of Directors) Subject: The proposal of the amendment to “Handling Procedures for the Acquisition and Disposal of Assets ”, please discuss. Explanation:

  1. Cooperate with the FSC to amend some provisions of the “Regulations Governing the

  2. 5 -

Acquisition and Disposal of Assets by Public Companies”, amend Article 3, 5, 6, 11, 28 of “Handling Procedures for the Acquisition and Disposal of Assets” of the company. In Article 11, those who acquire or dispose of more than 10% of the total assets shall submit relevant materials to the shareholders' meeting for approval before proceeding to protect the rights and interests of shareholders.

  1. For the Comparison Table of the “Handling Procedures for the Acquisition and Disposal of Assets”, please refer to P.41-53 of Meeting Agenda.

Resolution:

6. Matters for Election

Proposal 1 (Proposed by the Board of Directors)

Subject:Proposal for Re-election of directors, please vote.

Explanation:1. The term of office of the current directors of the company will expire on June 19,

2022, and a comprehensive re-election will be conducted at this general meeting of shareholders.

  1. According to the Articles of Incorporation of the company, 5 directors (including 3 independent directors) will be elected, the term is 3 years, from June 17, 2022 to June 16, 2025. The term of the original directors will end at 。

the completion of this general meeting of shareholders.

  1. Candidates’ nomination system is adopted by the company for election of the

directors of the company, the relevant information on the list of candidates for directors (including independent directors) is set out as follows:

Title Name Education Experience Current Position Current
Shareholding
Director Ings Chyuang
International Co., Ltd.
Representative:
Zhixian Li
42,748,839
Master of Business
Administration from
Bellington University,
USA


23rd ROC Youth
Entrepreneurship,
Chairman of 13th
Taiwanese Adhesive Tape
Industry Association,
Chairman of YEMCHIO
Company
Chairman
of
YEMCHIO
Company
Director Asia Plastics Co., Ltd.
Representative:
Sishan Lin
44,466,552

Mingdao High School
General Manager of
Haojun Construction Co.,
Ltd., Chairman and
General Manager of
Hausen Construction
Chairman and
General Manager
of Hausen
Construction
Company
Independent
Director
Yanjun Chen National
Taiwan
University Institute of
International
Enterprise


1.Chairman, General
Manager, Chief Investment
Strategy Officer of Can
Star Netcom (Stock)
Company
2.Chairman, Chief
Executive Officer, Chief
Risk Control Officer,
General Manager of Group
Finance of TSANN KUEN
ENTERPRISE CO., LTD.
3.Chairman of Can Star

Chairman of Junlin
Co.,
Ltd.,
Independent
Director
of
Universal
Vision
Biotechnology Co.,
Ltd., Director of
Auras Technology
Co.,
Ltd.,
Independent
Director of TECO
Electro
Devices










0
  • 6 -
International Travel
Service (Stock) Company
4.Vice Chairman and Chief
Strategy Officer of HOLA
Hele (Stock) Company
5.Chief Financial Officer
of HOLA (Stock)
Company Group, Deputy
General Manager of
Business and Marketing
Development Center

Co., Ltd.
Independent
Director
Shun Fa Chen Department
of
Accounting, National
Chung
Hsing
University



Partner Accountant of PwC
Taiwan

Head of Lucheng
Management
Consulting
Co.,
Ltd., Independent
Director
of
Xinchio
Global
Co.,
Ltd.,
Independent
Director
of
Solidwizard
Technology
Co.,
Ltd., Independent
Director
of
Aurotek
Corporation.










0
Independent
Director
Jian Chuan Wang PhD in Economics,
Purdue University

Advisor of the Ministry of
Economic Affairs, member
of the Industry Advisory
Committee of the Ministry
of Economic Affairs, the
9th
Chairman
of
the
Taiwan
Asia-Pacific
Industrial
Analysis
Professional Association








Vice President of
the
China
Economic
Research
Institute/Director
of
the
Third
Research Institute,
Supervisor
of
ECSY
Network
Co.,
Ltd.
the
Corporate Director
of the Asia Pacific
Emerging Industry
Management Co.,
Ltd.











0
  1. For the Procedures for Election of director, please refer to P.60-62 of the meeting agenda.

Results of election:

7. Matters for Discussion (II)

Proposal 1 (Proposed by the Board of Directors)

Subject : Proposal for Removal of non-compete restrictions on new directors and their representatives, please discuss.

Explanation:1. According to Article 209, item 1, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act - 7 -

and secure its approval.

  1. The new directors of the company may invest or operate the same or similar business scope as the company. Without prejudice to the interests of the company, it is proposed to submit to the shareholders' meeting in accordance with the law to remove the non-compete restrictions on the new directors and their representatives.

  2. The details of the removal matters of directors are as follows, please discuss.

Title Name Other Position
Director Ings Chyuang
International Co., Ltd.
Representative:
Chih-Hsieh Lee
Ings Chyuang International Co., Ltd.
Representative: Zhixian Li
Director Asia Plastics Co., Ltd.
Representative:
Sishan Lin
Chairman and General Manager of
Hausen Construction Company
Independent
Director
Yanjun Chen Chairman
of
Junlin
Co.,
Ltd.,
Independent Director of Universal Vision
Biotechnology Co., Ltd., Director of
Auras Technology Co., Ltd., Independent
Director of TECO Electro Devices Co.,
Ltd.
Independent
Director
Shun Fa Chen Head
of
Lucheng
Management
Consulting
Co.,
Ltd.,
Independent
Director of Xinchio Global Co., Ltd.,
Independent Director of Solidwizard
Technology
Co.,
Ltd.,
Independent
Director of Aurotek Corporation.
Independent
Director
Jian Chuan Wang Director of the Asia Pacific Emerging
IndustryManagement Co., Ltd.

Resolution:

8. Extemporary Motions

Adjournment

  • 8 -

9. Appendix Attachment I Business Report

Business report

Operating Performance in 2021

Business plan implementation results

  • (1) Sales: The consolidated net sales revenue in 2021 was 17,181,794 thousand

NTD, a decrease of 23.4% compared with 2020, among them, the sales of

the packaging materials division was 14,347,970 thousand NTD, accounting for 83%.

  • (2) Production: Amount of spread in 2021 was approximately 1,988 million square meters, film production volume 99,583 tons.

Consolidated business results summary (Unit: NT$ thousand)

idated business results summary (Unit: NT$ thousan
Item 2021
Operating Revenue 17,181,794
Operating Costs 14,275,031
Operating Margin 2,906,763
Operating Expenses 1,602,864
Operating Profit 1,303,899
Net Non-operating Income 926,566
Income before Tax 2,230,465
Income tax expense 203,371
Income from continuing
operations
2,027,094
Loss on discontinued operations 1,177,429
Net incom 849,665

Financial Revenue and Expenditure and Profitability analysis

The Consolidated income and expenditure overview comparison is illustrated as follows:

Income: (Unit: NT$ thousand)

Item 2021 2020 Percent Change
OperatingIncome 17,181,794 13,924,193 23.4%
Non-OperatingIncome
1,256,290
1,810,140 -30.6%
Total 18,438,084 15,734,333 17.2%

Expenditure: (Unit: NT$ thousand)

nditure: (Unit : NT$ thousand)
Item
OperatingCost
2021 2020 Percent Change
14,275,031 11,466,445 24.5%
  • 9 -
OperatingExpense 1,602,864 1,551,103 3.3%
Non-Operating
Expense
329,724 756,756 -56.4%
Total 16,207,619 13,774,304 17.7%

Revenue structure analysis: The company's consolidated net revenue in 2021 was NT$17.18 billion. The total net revenue of each department of the company is illustrated as follows:

(Unit: NT$ thousand)

(U nit: NT$ thousand)
Item Amount Proportion
Packaging Materials Division 14,347,970
83%
Real Estate Division 1,837,122
11%
Other Operations 560,926
3%
Total 435,776
3%

Research development status:

The company's short-term R&D direction is to meet the needs of the market and customers, develop or adjust adhesive formulation and add different coating technologies to produce products that can be commodified and in line with future trends.

In the mid-term, it will be vertically integrated upwards by organizational adjustments, recruitment of R&D personnel, and increasing our own development abilities for various films year by year to make products that are differentiated from the market.

Person in Charge:Chih-Hsieh Lee Manager:Chih-Hsieh Lee Accountant in charge: Xueru Liu

  • 10 -

Attachment II

Audit Committee’s Review Report

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm PwC Taiwan was retained as auditor of the Company’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and certified to be correct and accurate by the Audit Committee members of YEM CHIO CO., LTD. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Sincerely yours,

2022 Annual General Meeting of YEM CHIO CO., LTD.

Chairman of the Audit Committee:

Chen, Yen-Chun

March 25, 2022

  • 11 -

Attachment III

2021 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (Parent company only financial statement)

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Yem Chio Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of Yem Chio Co., Ltd. (the “Company”) as at December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2021 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and,

  • 12 -

in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2021 parent company only financial statements are stated as follows:

Valuation of inventory

Description

Refer to Note 4(12) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions applied on inventory valuation and Note 6(6) for details of inventories. As of December 31, 2021, the inventories and allowance for valuation loss amounted to NT$5,695,195 thousand and NT$12,744 thousand, respectively.

The Company is mainly engaged in the manufacture, processing, and sales of packaging materials, including BOPP film, adhesives and polystyrene sheets, as well as land development and construction. The Company’s inventories are measured at the lower of cost and net realisable value, and an allowance for inventory valuation losses is provided based on the net realisable value and usable condition of individually identified obsolete or slow-moving inventories.

Considering that the Company’s inventories and the allowance for inventory valuation losses are material to the financial statements and the determination of net realisable value for obsolete or slow-moving inventories involves judgements and estimates, we identified the allowance for inventory valuation loss as a key audit matter.

How our audit addressed the matter

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

  1. Assessed and obtained an understanding of provision policies in relation to the allowance for inventory valuation losses.

  2. For packaging materials business:

  3. (1) Obtained the net realisable value valuation report of inventories, assessed the calculation logic, verified the related records, and selected samples to check the source data of net realisable value.

  4. (2) Obtained the details of the individually identified obsolete or slow-moving inventories, reviewed the related supporting documents, and verified the records.

  5. 13 -

  6. (3) Obtained an understanding of the Company’s warehousing control procedures. Reviewed annual physical inventory count plan and participated in the annual inventory count in order to assess the classification of obsolete inventory and effectiveness of obsolete inventory internal control.

  7. For land development and construction business:

Obtained the valuation data in relation to the net realisable value of inventories to ascertain

whether the data source, assumptions and methods adopted by the Company are reasonable. Tested data in order to check the reasonableness of the net realisable value of construction-in-progress and land held for building.

Valuation of investment property

Description

Refer to Note 4(17) for accounting policy on investment property, Note 5(2) for uncertainty of accounting estimates and assumptions applied on fair value valuation and Note 6(11) for details of investment property. As of December 31, 2021, the fair value of investment property was NT$2,098,276 thousand.

The Company’s investment property is valued by external experts using the fair value model. Additionally, the Company’s investment property is material to the financial statements. Given that the valuation process is subject to significant assumptions on discount rate and future lease income and has material effect on the fair value measurement, we considered the valuation of investment property as a key audit matter.

How our audit addressed the matter

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

  1. Assessed the qualification and independence of appointed external appraisers in accordance with the Company policy.

  2. Reviewed whether the valuation method used in the appraisal report is consistent with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  3. For investment properties accounted for using the income approach, assessed whether the lease income and rental growth rate are reasonable by referencing to the market rental rate.

Other matter –Audits by other auditors

We did not audit the financial statements of certain investees accounted for under the equity method.

  • 14 -

The balances of these investments amounted to NT$1,116,201 thousand and NT$1,083,577 thousand, both constituting 5% of total assets, as at December 31, 2021 and 2020, respectively, and the comprehensive loss amounted to (NT$7,209) thousand and (NT$8,971) thousand, constituting (1%) and (2%) of total comprehensive income for the years then ended, respectively. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other auditors.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial

  2. 15 -

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.

  • 16 -

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

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

  • Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

  • 17 -

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

Lin, Yi-Fan

[Chen, Ching Chang ]

For and on Behalf of PricewaterhouseCoopers, Taiwan

March 25, 2022


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

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

  • 18 -

YEM CHIO CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3)
6(4) and 8
6(5)
6(5)
7
7
6(6) and 8
6(11)
7
6(3)
6(4) and 8
6(7)
6(8) and 8
6(11), 7 and 8
6(28)
8
December31,2021
AMOUNT
%
$
328,252
2
751
-
-
-
196,623
1
69,027
-
547,261
3
246,884
1
10,482
-
2,573,027
12
5,682,451
26
-
-
512,724
2
10,167,482
47
5,597
-
209,132
1
5,555,713
26
3,361,809
16
2,098,276
10
166
-
76,256
-
2,464
-
11,309,413
53
$
21,476,895
100
December31,2020 December31,2020
AMOUNT
$
328,252
751
-
196,623
69,027
547,261
246,884
10,482
2,573,027
5,682,451
-
512,724
10,167,482
5,597
209,132
5,555,713
3,361,809
2,098,276
166
76,256
2,464
11,309,413
$
21,476,895
AMOUNT
$
267,761
2,009
8,632
203,835
42,211
349,705
118,132
165,758
1,059,963
5,029,610
376,262
547,662
8,171,540
5,597
209,019
6,716,040
3,499,157
2,090,466
188
70,295
2,952
12,593,714
$
20,765,254
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1120
Financial assets at fair value through
other comprehensive income - current
1136
Financial assets at amortised cost -
current
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1210
Other receivables - related parties
130X
Inventories, net
1460
Non-current assets held for sale, net
1470
Other current assets
11XX
Total current assets
Non-current assets
1517
Financial assets at fair value through
other comprehensive income -
non-current
1535
Financial assets at amortised cost -
non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment, net
1760
Investment property, net
1780
Intangible assets, net
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
1
-
-
1
-
2
-
1
5
24
2
3
39
-
1
33
17
10
-
-
-
61
100

(Continued)

  • 19 -

YEM CHIO CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2021
December31,2020
Notes
AMOUNT
%
AMOUNT
%
6(12) and 8
$
3,372,822
16 $
3,787,905
18
6(13)
410,000
2
300,000
1
6(22) and 7
479,895
2
334,414
2
76,357
-
37,785
-
151,526
1
140,464
1
7
16,694
-
15,718
-
119,103
1
138,237
1
7
4,829
-
536,217
3
78,379
-
27,277
-
6(14)(16)(17) and 8
3,006,078
14
2,681,755
13
6(15)
10,804
-
165,386
1
7,726,487
36
8,165,158
40
6(16) and 8
-
-
789,667
4
6(17) and 8
2,409,045
11
1,855,346
9
6(28)
85,149
1
141,613
-
6(7)(18)
902,655
4
392,535
2
3,396,849
16
3,179,161
15
11,123,336
52
11,344,319
55
6(19)
6,380,540
30
5,700,402
27
2,333
-
150,076
1
6(20)
2,384,602
10
2,592,442
13
6(21)
359,243
2
279,187
1
490,572
2
637,634
3
1,256,999
6
800,561
4
(
106,385)
- (
176,879) (
1 )
6(19)
(
414,345) (
2 ) (
562,488) (
3 )
10,353,559
48
9,420,935
45
9

11
$
21,476,895
100 $
20,765,254
100
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2530
Corporate bonds payable
2540
Long-term borrowings
2570
Deferred income tax liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
3130
Certificate of entitlement to new
shares from convertible bonds
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury stocks
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance sheet
date
3X2X
Total liabilities and equity

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

  • 20 -

YEM CHIO CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items 2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(22) and 7
$
5,077,343
100
$
4,176,275
100
6(6)(27) and 7
(
4,299,773 ) (
85) (
3,624,320) (
87 )
777,570
15
551,955
13
6(27)
(
224,449 ) (
5) (
202,425) (
5 )
(
121,722 ) (
2) (
125,942) (
3 )
(
2,515 )
-
(
2,713)
-
(
348,686 ) (
7) (
331,080) (
8 )
428,884
8
220,875
5
6(23) and 7
21,138
-
8,024
-
6(24) and 7
89,085
2
126,102
3
6(25)
599,537
12
(
280,218) (
7 )
6(26) and 7
(
76,077 ) (
2) (
113,413) (
3 )
6(7)
(
123,401 ) (
2)
895,491
22
510,282
10
635,986
15
939,166
18
856,861
20
6(28)
(
71,404 ) (
1) (
51,257) (
1 )
$
867,762
17
$
805,604
19
6(18)
$
1,846
-
$
5,575
-
6(3)
-
-
(
2,596)
-
396,522
8
(
1,533)
-
6(28)
(
369 )
-
(
1,115)
-
397,999
8
331
-
(
101,671 ) (
2) (
249,295) (
6 )
(
7,274 )
-
12,005
1
(
108,945 ) (
2) (
237,290) (
5 )
$
289,054
6
($
236,959) (
5 )
$
1,156,816
23
$
568,645
14
6(29)
$
1.47
$
1.42
6(29)
$
1.32
$
1.23
4000
Sales revenue
5000
Operating costs
5950
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of (loss) profit of associates and
joint ventures accounted for using equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Actuarial gains on defined benefit plans
8316
Unrealised losses from investments in
equity instruments measured at fair value
through other comprehensive income
8330
Share of other comprehensive income
(loss) of associates and joint ventures
accounted for using equity method
8349
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss
8310
Other comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to profit or
loss
8361
Financial statements translation
differences of foreign operations
8380
Share of other comprehensive (loss)
income of associates and joint ventures
accounted for using equity method
8360
Other comprehensive loss that will be
reclassified to profit or loss
8300
Other comprehensive income (loss) for the
year
8500
Total comprehensive income for the year
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

  • 21 -

YEM CHIO CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Notes
2020
Balance at January 1, 2020
Profit for the year
Other comprehensive income (loss)
Total comprehensive income (loss)
Legal reserve used to offset against accumulated
deficit
6(21)
Cash dividends from capital surplus
6(20)(21)
Dividends for which the claim period has elasped
and unclaimed by shareholders
6(20)
Disposal of equity investments valued at fair
value through other comprehensive income
6(3)
Disposal of equity investments valued at fair
value through other comprehensive income of
subsidiaries
Changes in ownership interests in subsidiaries 6(20)
Purchase of treasury shares
6(19)
Cancellation of treasury stocks
6(19)(20)
Conversion of convertible bonds
6(19)(20)
The Company's stocks held by subsidiaries
deemed as cash dividends distributed to treasury
stocks
6(20)
Balance at December 31, 2020
2021
Balance at January 1, 2021
Profit for the year
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriations and distribution of retained
earnings for the year ended December 31, 2020
6(21)
Cash dividends
Stock dividends
Legal reserve
Special reserve reversal
Disposal of equity investment valued at fair
value through other comprehensive income
6(3)
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income of subsidiaries
Disposal of treasury shares by subsidiaries
6(19)
Cancellation of treasury stocks
6(19)(20)
Conversion of convertible bonds
6(19)(20)
Changes in ownership interests in subsidiaries 6(20)
Conversion of certificates of bonds-to-share
Difference between consideration and carrying
amount of subsidiaries acquired or disposed
6(20)
The Company's stocks held by subsidiaries
deemed as cash dividends distributed to treasury
stocks
6(20)
Balance at December 31, 2021
Notes Capital Capital Capital Capital surplus Retained Earnings Other EquityInterest Treasurystocks Total
Share capital -
common stock
Certificate of
entitlement to new
shares from
convertible bond
Legal reserve Special reserve Unappropriated
retained earnings

d
Financial statements
translation
ifferences of foreign
operations
m Unrealised gains
(losses) from
financial assets
easured at fair value
through other
comprehensive
income
Revaluation surplus
$
5,718,342
-
-
-
-
-
-
-
-
-
-
(
17,940 )
-
-
$
5,700,402
$
5,700,402
-
-
-
-
348,445
-
-
-
-
-
(
93,800 )
-
-
425,493
-
-
$
6,380,540
$
-
-
-
-
-
-
-
-
-
-
-
-
150,076
-
$
150,076
$
150,076
-
-
-
-
-
-
-
-
-
-
-
277,750
-
(
425,493 )
-
-
$
2,333
$
2,751,507
-
-
-
-
(
166,265 )
86
-
-
(
33,223 )
-
(
4,692 )
39,630
5,399
$
2,592,442
$
2,592,442
-
-
-
-
-
-
-
-
-
-
(
45,473 )
72,503
(
1,929 )
-
(
243,740 )
10,799
$
2,384,602
$
620,361
-
-
-
(
341,174 )
-
-
-
-
-
-
-
-
-
$
279,187
$
279,187
-
-
-
-
-
80,056
-
-
-
-
-
-
-
-
-
-
$
359,243
$
637,634
-
-
-
-
-
-
-
-
-
-
-
-
-
$
637,634
$
637,634
-
-
-
-
-
-
(
147,062 )
-
-
-
-
-
-
-
-
-
$
490,572
($
341,174 )
805,604
17,122
822,726
341,174
-
-
(
1,528 )
(
20,637 )
-
-
-
-
-
$
800,561
$
800,561
867,762
12,787
880,549
(
348,445 )
(
348,445 )
(
80,056 )
147,062
(
7,999 )
213,772
-
-
-
-
-
-
-
$
1,256,999













($
295,381 )
-
(
241,400 )
(
241,400 )
-
-
-
-
-
-
-
-
-
-
($
536,781 )
($
536,781 )
-
(
105,221 )
(
105,221 )
-
-
-
-
-
-
-
-
-
-
-
-
-
($
642,002 )

($
89,158 )
-
(
12,681 )
(
12,681 )
-
-
-
1,528
20,637
-
-
-
-
-
($
79,674 )
($
79,674 )
-
381,488
381,488
-
-
-
-
7,999
(
213,772 )
-
-
-
-
-
-
-
$
96,041
$
439,576
-
-
-
-
-
-
-
-
-
-
-
-
-
$
439,576
$
439,576
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
439,576
($
414,770 )
-
-
-
-
-
-
-
-
-
(
170,350 )
22,632
-
-
($
562,488 )
($
562,488 )
-
-
-
-
-
-
-
-
-
8,870
139,273
-
-
-
-
-
($
414,345 )
$
9,026,937
805,604
(
236,959 )
568,645
-
(
166,265 )
86
-
-
(
33,223 )
(
170,350 )
-
189,706
5,399
$
9,420,935
$
9,420,935
867,762
289,054
1,156,816
(
348,445 )
-
-
-
-
-
8,870
-
350,253
(
1,929 )
-
(
243,740 )
10,799
$
10,353,559

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

  • 22 -

YEM CHIO CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

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

Gain on disposal of non-current assets held for sale

Share of loss (profit) of associates and joint ventures
accounted for under equity method

Depreciation

Loss on disposal of property, plant and equipment

Loss on write-off of investment property

(Gain) loss on fair value adjustment of investment
property

Amortization

Employees' compensation

Interest income

Dividend income

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Other current assets
Changes in operating liabilities
Current contract liabilities
Notes payable
Notes payable - related parties
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Other non-current liabilities
Cash (outflow) inflow generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows from operating activities
Notes
2021
2020
$
939,166 $
856,861
6(2)(25)
122 (
3,939 )
6(11)(25)
(
661,905 )
-
6(7)
123,401 (
895,492 )
6(8)(27)
204,508
201,284
6(25)
165
2,902
6(11)(25)
-
178,738
6(11)(25)
(
7,810 )
720
6(27)
22
145
6(27)
5,576
4,944
6(23)
(
21,138 ) (
8,024 )
6(24)
(
1,462 ) (
1,569 )
6(26)
76,077
113,413
(
26,816 )
6,620
(
197,556 )
28,051
(
128,752 ) (
25,465 )
(
1,224 ) (
5,472 )
(
974 ) (
1,089 )
(
581,574 )
328,063
36,153 (
237,766 )
145,481
61,009
38,572 (
40,588 )
- (
5,017 )
11,062
45,659
976 (
32,015 )
(
22,260 )
16,911
4,829
-
1,916
3,653
922 (
1,360 )
(
62,523 )
591,177
21,138
8,024
1,318,918
251,489
(
150,122 ) (
182,901 )
(
83,013 ) (
1,076 )
1,044,398
666,713

(Continued)

  • 23 -

YEM CHIO CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in financial assets at amortised cost
(Increase) decrease in other receivables - related parties
Acquisition of investments accounted for using equity
method - subsidiaries
Proceeds from disposal of investments accounted for using
equity method - subsidiaries
Acquisition of investments accounted for using equity
method
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of right-of-use assets

Acquisition of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Proceeds from disposal of non-current assets held for sale
Decrease in other non-current assets
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings

Increase in short-term notes and bills payable

(Decrease) increase in other payables - related parties

Proceeds from long-term borrowings

Repayment of long-term borrowings

Decrease in lease liabilities

Cash dividends from capital surplus

Payment of cash dividends

Purchase of treasury shares

Net cash flows used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2021
2020
$
7,099 $
121,296
(
1,512,090 )
72,011
(
149,665 )
-
450,000
-
(
8,000 )
-
6(30)
(
68,552 ) (
51,142 )
12
1,906
6(9)
- (
90,617 )
- (
308 )
8,632
1,606
6(11)
1,043,350
-
488
3,889
(
228,726 )
58,641
6(31)
(
415,180 )
1,212,679
6(31)
110,000
-
6(31)
(
536,217 )
432,773
6(31)
3,506,958
1,841,162
6(31)
(
3,072,297 ) (
4,232,694 )
6(31)
- (
156,781 )
6(20)(21)
- (
166,265 )
6(21)
(
348,445 )
-
6(19)
- (
170,350 )
(
755,181 ) (
1,239,476 )
60,491 (
514,122 )
267,761
781,883
$
328,252 $
267,761

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

  • 24 -

2021 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTs (consolidated financial statement)

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Yem Chio Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of Yem Chio Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

  • 25 -

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2021 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2021 consolidated financial statements are stated as follows:

Valuation of inventory

Description

Refer to Note 4(14) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions applied on inventory valuation and Note 6(6) for details of inventories. As of December 31, 2021, the inventories and allowance for valuation loss amounted to NT$8,381,535 thousand and NT$154,967 thousand, respectively.

The Group is mainly engaged in the manufacture, processing, and sales of packaging materials, including BOPP film, adhesives and polystyrene sheets, as well as land development and construction. The Group’s inventories are measured at the lower of cost and net realisable value, and an allowance for inventory valuation losses is provided based on the net realisable value and usable condition of individually identified obsolete or slow-moving inventories.

Considering that the Group’s inventories and the allowance for inventory valuation losses are material to the financial statements and the determination of net realisable value for obsolete or slow-moving inventories involves judgements and estimates, we identified the valuation of inventory as a key audit matter.

How our audit addressed the matter

As the above key audit matter is applicable for different consolidated entities based on our audits and the reports of other auditors, we performed the following audit procedures on the above key audit matter:

  1. Assessed and obtained an understanding of the provision policies in relation to the allowance for inventory valuation losses.

  2. 26 -

  3. For packaging material business:

  4. (1) Obtained the net realisable value valuation report of inventories, assessed the calculation logic, verified the related records, and selected samples to check the source data of net realisable value.

  5. (2) Obtained the details of the individually identified obsolete or slow-moving inventories, reviewed the related supporting documents, and verified the records.

  6. (3) Obtained an understanding of the Group’s warehousing control procedures. Reviewed annual physical inventory count plan and participated in the annual inventory count event in order to assess the classification of obsolete inventory and effectiveness of obsolete inventory internal control.

  7. For land development and construction business:

Obtained the valuation data in relation to the net realisable value of inventories to ascertain whether the data source, assumptions and methods adopted by the Group are reasonable. Tested data in order to check the reasonableness of the net realisable value of construction-in-progress and land held for building.

Valuation of investment property

Description

Refer to Note 4(19) for accounting policy on investment property, Note 5(2) for uncertainty of accounting estimates and assumptions applied on fair value valuation and Note 6(11) for details of investment property. As of December 31, 2021, the fair value of investment property was NT$2,203,498 thousand.

The Group’s investment property is valued by external experts using the fair value model. Additionally, the Group’s investment property is material to the financial statements. Given that the valuation process is subject to significant assumptions on discount rate and future lease income and has material effect on the fair value measurement, we considered the valuation of investment property as a key audit matter.

  • 27 -

How our audit addressed the matter

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

  1. Assessed the qualifications and independence of appointed external appraisers in accordance with the Group policy.

  2. Reviewed whether the valuation method used in the appraisal report is consistent with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  3. For investment properties accounted for using the income approach, assessed whether the lease income and rental growth rate are reasonable by referencing to the market rental rate.

Other matter –Audits by other auditors

We did not audit the financial statements of certain subsidiaries and investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries and associates, is based solely on the reports of the other auditors. Total assets of these subsidiaries and the balances of these investments accounted for under the equity method amounted to NT$1,781,336 thousand and NT$1,572,091 thousand, constituting 6% and 5% of consolidated total assets as at December 31, 2021 and 2020, respectively, and net operating revenue amounted to NT$1,651,276 thousand and NT$1,336,045 thousand, both constituting 10% of consolidated total operating revenue for the years then ended, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Yem Chio Co., Ltd. as at and for the years ended December 31, 2021 and 2020.

Responsibilities of management and those charged with governance for the consolidated financial statements

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

  • 28 -

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. 29 -

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

  6. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

  • 30 -

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

Lin, Yi-Fan[Chen, Ching Chang ]

For and on Behalf of PricewaterhouseCoopers, Taiwan March 25, 2022


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

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

  • 31 -

YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3) and 8
6(4) and 8
6(5)
6(5), 7 and 8
6(6) and 8
6(13) and 8
6(2)
6(3)
6(4) and 8
6(7)
6(8) and 8
6(9)
6(11) and 8
6(12)
6(30)
8
December31,2021
AMOUNT
%
$
1,756,534
6
290,269
1
1,390,689
5
300,821
1
370,345
1
2,872,052
9
80,422
-
8,226,568
27
518,778
2
1,783,926
6
238,130
1
17,828,534
59
-
-
62,601
-
270,431
1
621,865
2
8,537,930
28
299,277
1
2,203,498
7
172,849
1
194,879
1
96,430
-
12,459,760
41
$
30,288,294
100
December31,2020 December31,2020
AMOUNT
$
1,756,534
290,269
1,390,689
300,821
370,345
2,872,052
80,422
8,226,568
518,778
1,783,926
238,130
17,828,534
-
62,601
270,431
621,865
8,537,930
299,277
2,203,498
172,849
194,879
96,430
12,459,760
$
30,288,294
AMOUNT
$
1,648,794
362,825
1,151,957
300,303
329,099
2,300,998
288,793
6,989,137
812,616
186,501
194,280
14,565,303
59,906
67,952
362,045
460,937
11,549,183
429,654
1,890,332
186,007
193,283
51,223
15,250,522
$
29,815,825
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1120
Financial assets at fair value through
other comprehensive income - current
1136
Current financial assets at amortised
cost
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
130X
Inventories, net
1410
Prepayments
1460
Non-current assets held for sale - net
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Non-current financial assets at fair
value through profit or loss
1517
Financial assets at fair value through
other comprehensive income -
non-current
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for under
equity method
1600
Property, plant and equipment, net
1755
Right-of-use assets
1760
Investment property, net
1780
Intangible assets, net
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
5
1
4
1
1
8
1
23
3
1
1
49
-
-
1
2
39
1
6
1
1
-
51
100

(Continued)

  • 32 -

YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2021
December31,2020
Notes
AMOUNT
%
AMOUNT
%
6(15) and 8
$
6,761,518
22 $
6,393,320
21
6(16)
640,000
2
480,000
2
6(25) and 7
635,234
2
479,355
2
360,288
1
295,125
1
878,969
3
795,402
3
639,421
2
761,736
2
7
4,829
-
-
-
197,081
1
126,832
-
6(13)
25,865
-
-
-
31,144
-
14,727
-
6(17)(19)(20) and 8
5,190,264
17
3,782,085
13
6(18)
462,140
2
184,692
1
15,826,753
52
13,313,274
45
6(17)(19) and 8
196,047
1
983,541
3
6(17)(20) and 8
2,481,892
8
4,716,932
16
6(30)
444,573
2
503,188
2
112,168
-
51,335
-
6(21)
219,383
1
270,762
1
3,454,063
12
6,525,758
22
19,280,816
64
19,839,032
67
6(22)
6,380,540
21
5,700,402
19
2,333
-
150,076
1
6(23)
2,384,602
8
2,592,442
8
6(24)
359,243
1
279,187
1
490,572
2
637,634
2
1,256,999
4
800,561
3
(
106,385) (
1 ) (
176,879) (
1 )
6(22)
(
414,345) (
1 ) (
562,488) (
2 )
10,353,559
34
9,420,935
31
653,919
2
555,858
2
11,007,478
36
9,976,793
33
9

11
$
30,288,294
100 $
29,815,825
100
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Current contract liabilities
2150
Notes payable
2170
Accounts payable
2200
Other payables
2220
Other payables - related parties
2230
Current income tax liabilities
2260
Liabilities directly related to
non-current assets held for sale
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2530
Corporate bonds payable
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
parent
Share capital
3110
Common stock
3130
Certificate of entitlement to new
shares from convertible bonds
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury stocks
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance sheet
date
3X2X
Total liabilities and equity

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

  • 33 -

YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items 2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(25) and 7
$
17,181,794
100
$
13,924,193
100
6(6)(29) and 7
(
14,275,031 ) (
83) (
11,466,445) (
83 )
2,906,763
17
2,457,748
17
6(29)
(
1,061,761 ) (
6) (
969,655) (
7 )
(
498,876 ) (
3) (
528,698) (
4 )
(
38,578 )
- (
47,288)
-
12(2)
(
3,649 )
- (
5,462)
-
(
1,602,864 ) (
9) (
1,551,103) (
11 )
1,303,899
8
906,645
6
5,045
-
23,266
-
6(26) and 7
230,097
1
292,399
2
6(27)
741,142
4
872,972
6
6(28)
(
187,314 ) (
1) (
230,971) (
1 )

6(7)
137,596
1
95,718
1
926,566
5
1,053,384
8
2,230,465
13
1,960,029
14
6(30)
(
203,371 ) (
1) (
164,214) (
1 )
2,027,094
12
1,795,815
13
6(13)
(
1,177,429 ) (
7) (
1,016,910) (
7 )
$
849,665
5
$
778,905
6
4000
Sales revenue
5000
Operating costs
5950
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6450
Impairment loss determined in
accordance with IFRS 9
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and joint
ventures accounted for under equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8000
Profit for the year from continuing
operations
8100
Loss from discontinued operations
8200
Profit for the year

(Continued)

  • 34 -

YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items 2021
2020
Notes
AMOUNT
%
AMOUNT
%
6(21)
$
15,983
-
$
21,403
-
6(3)
363,807
2 (
16,791)
-
6(30)
(
3,196 )
- (
4,281)
-
376,594
2
331
-
(
105,217 ) (
1) (
240,034) (
2 )
6(3)
(
3,724 )
-
4,110
-
(
3,550 )
- (
7,895)
-
(
112,491 ) (
1) (
243,819) (
2 )
$
264,103
1 ($
243,488) (
2 )
$
1,113,768
6
$
535,417
4
$
867,762
5
$
805,604
6
(
18,097 )
- (
26,699)
-
$
849,665
5
$
778,905
6
$
1,156,816
6
$
568,645
4
(
43,048 )
- (
33,228)
-
$
1,113,768
6
$
535,417
4
6(31)
$
3.38
$
3.05
(
1.91) (
1.63)
$
1.47
$
1.42
$
3.04
$
2.62
(
1.72) (
1.39)
$
1.32
$
1.23
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Actuarial gains on defined benefit
plans
8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
8310
Other comprehensive income that
will not be reclassified to profit or
loss
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statements translation
differences of foreign operations
8367
Unrealised (losses) gains from
investments in debt instruments
measured at fair value through other
comprehensive income
8370
Share of other comprehensive loss of
associates and joint ventures
accounted for under equity method
8360
Other comprehensive loss that will
be reclassified to profit or loss
8300
Other comprehensive income (loss)
for the year
8500
Total comprehensive income for the
year
Profit (loss) attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Comprehensive income (loss)
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Earnings (loss) per share (in dollars)
Basic earnings (loss) per share
9710
Basic earnings per share from
continuing operations
9720
Basic loss per share from
discontinued operations
9750
Basic earnings per share
Diluted earnings (loss) per share
9810
Diluted earnings per share from
continuing operations
9820
Diluted loss per share from
discontinued operations
9850
Diluted earnings per share

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

  • 35 -

YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

2020
Balance at January 1, 2020
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Legal reserve used to offset against accumulated defici
Cash dividends from capital surplus
Disposal of equity investment valued at fair value
through other comprehensive income
Dividends for which the claim period has elapsed and
unclaimed by shareholders
Changes in ownership interests in subsidiaries
Purchase of treasury shares
Cancellation of treasury stocks
Conversion of convertible bonds
The Company's stocks held by subsidiaries deemed as
cash dividends distributed to treasury stocks
Decrease in non-controlling interest
Balance at December 31, 2020
Notes Equityattr Equityattr ibutable to owners of theparent of theparent Non-controlling
interest
Non-controlling
interest
Total equity
$ 9,571,249

778,905
(
243,488 )

535,417
-
(
166,265 )
-
86
(
33,223 )
(
170,350 )
-
189,706
5,399
44,774
$ 9,976,793
Capital Capital surplus Retained Earnings Ot her EquityInteres t Treasurystocks Total
Share capital -
common stock
Certificate of
entitlement to new
shares from
convertible bonds
Legal reserve Special reserve Unappropriated
retained earnings
Financial
statements
translation
differences of
foreign operations

Unrealised gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Revaluation
surplus
t
6(23)(24)
6(3)
6(23)
6(22)
6(22)(23)
$ 5,718,342
-
-
-
-
-
-
-
-
-
(
17,940)
-
-
-
$ 5,700,402
$
-
-
-
-
-
-
-
-
-
-
-
150,076
-
-
$
150,076
$ 2,751,507
-
-
-
-
(
166,265)
-
86
(
33,223)
-
(
4,692)
39,630
5,399
-
$ 2,592,442
$
620,361
-
-
-
(
341,174)
-
-
-
-
-
-
-
-
-
$
279,187
$
637,634
-
-
-
-
-
-
-
-
-
-
-
-
-
$
637,634
( $
341,174 )
805,604
17,122
822,726
341,174
-
(
22,165 )
-
-
-
-
-
-
-
$
800,561



($
295,381)
-
(
241,400)
(
241,400)
-
-
-
-
-
-
-
-
-
-
($
536,781)














( $
89,158)
-
(
12,681)
(
12,681)
-
-
22,165
-
-
-
-
-
-
-
( $
79,674)














$
439,576
-
-
-
-
-
-
-
-
-
-
-
-
-
$
439,576


($
414,770)














$ 9,026,937 )

)
)
)
$
544,312
)
)
)


-
-
805,604
(
236,959
(
26,699
(
6,529
- 568,645 (
33,228
-
-
-
-
-
(
170,350)
22,632
-
-
-
-
(
166,265
-
86
(
33,223
(
170,350
-
189,706
5,399
-
-

-
-
-

-

-
-
-
-
44,774
($
562,488)
$ 9,420,935 $
555,858

(Continued)

13

YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

2021
Balance at January 1, 2021
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Appropriations and distribution of retained earnings fo
the year ended December 31, 2020
Cash dividends
Stock dividends
Legal reserve
Special reserve reversal
Disposal of equity investment valued at fair value
through other comprehensive income
Changes in ownership interests in subsidiaries
Disposal of treasury shares by subsidiaries
Cancellation of treasury stocks
Conversion of convertible bonds
Conversion of certificates of bonds-to-share
Difference between consideration and carrying amount
of subsidiaries acquired or disposed
The Company's stocks held by subsidiaries deemed as
cash dividends distributed to treasury stocks
Decrease in non-controlling interest
Balance at December 31, 2021
Notes Equityattr Equityattr ibutable to owners of theparent of theparent Non-controlling
interest
Non-controlling
interest
Total equity
$ 9,976,793

849,665

264,103

1,113,768
(
348,445)
-
-
-
-
(
1,929)
8,870
-
350,253
-
-
10,799
(
102,631)
$ 11,007,478
Capital Capital surplus Retained Earnings Ot her EquityInteres t Treasurystocks Total
Share capital -
common stock
Certificate of
entitlement to new
shares from
convertible bonds
Legal reserve Special reserve Unappropriated
retained earnings
Financial
statements
translation
differences of
foreign operations

Unrealised gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Revaluation
surplus
r
6(24)
6(3)
6(23)
6(22)
6(22)(23)
6(22)(23)

6(23)(32)

6(23)
$ 5,700,402
-
-
-
-
348,445
-
-
-
-
-
(
93,800)
-
425,493

-
-
-
$ 6,380,540
$
150,076
-
-
-
-
-
-
-
-
-
-
-
277,750
(
425,493)
-
-
-
$
2,333
$ 2,592,442
-
-
-
-
-
-
-
-
(
1,929)
-
(
45,473)
72,503
-
(
243,740)
10,799
-
$ 2,384,602
$
279,187
-
-
-
-
-
80,056
-
-
-
-
-
-
-
-
-
-
$
359,243
$
637,634
-
-
-
-
-
-
(
147,062)
-
-
-
-
-
-
-
-
-
$
490,572
$
800,561
867,762
12,787
880,549
(
348,445 )
(
348,445 )
(
80,056 )
147,062
205,773
-
-
-
-
-
-
-
-
$ 1,256,999
($
536,781)
-
(
105,221)
(
105,221)
-
-
-
-
-
-
-
-
-
-
-
-
-
($
642,002)

















( $
79,674)
-
381,488
381,488
-
-
-
-
(
205,773)
-
-
-
-
-
-
-
-
$
96,041

















$
439,576
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
439,576
( $
562,488)

















$ 9,420,935 )
)
)
$
555,858
)
)
)


)
-
-
867,762
289,054
(
18,097
(
24,951
- 1,156,816 (
43,048
-
-
-
-
-
-
8,870
139,273
-
-
-
-
-
(
348,445
-
-
-
-
(
1,929
8,870
-
350,253
-
(
243,740
10,799
-

-
-
-
-
-

-
-
-
-
-

243,740
-
(
102,631
( $
414,345)
$ 10,353,559 $
653,919

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

  • 37 -

YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit from continuing operations before tax
Loss from discontinued operations before tax
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Gain on financial assets at fair value through profit or loss

Expected credit impairment loss

Gain on disposal of non-current assets held for sale

Share of profit of associates and joint ventures accounted for
under equity method

Impairment loss on property, plant and equipment

Depreciation

Impairment loss on intangible assets

Loss (gain) on disposal of property, plant and equipment

Loss on write-off of property, plant and equipment

Impairment loss on non-current assets classified as held for
sale

Prepayments reclassified to loss

Loss (gain) on fair value adjustment of investment property
Gain on disposal of investments

Gains arising from transfer of right in sale and lease-back
transaction

Losses from lease modification

Amortization

Employees' compensation

Interest income
Dividend income

Interest expense

Subsidiaries' share-based payments
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net
Accounts receivable, net
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Current contract liabilities
Notes payable
Accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows (used in) from operating activities
Notes
2021
2020
$
2,230,465 $
1,960,029
(
1,177,429 ) (
1,016,910 )
1,053,036
943,119
6(2)(27)
(
24,174 ) (
1,430 )
12(2)
3,649
5,462
6(27)
(
851,666 )
-
6(7)
(
137,596 ) (
95,718 )
6(8)(14)(27)
-
767,057
6(8)(9)(29)
640,635
714,460
6(12)(14)(27)
-
62,092
6(27)
1,823 (
65,355 )
6(8)(27)
22,978
263,369
6(14)(27)
844,535
-
6(27)
255,352
-
6(11)(27)
2,681 (
27,817 )
6(27)
(
7,712 ) (
1,066,964 )
6(9)(27)
- (
237,191 )
6(9)(27)
-
85,915
6(12)(29)
10,008
13,164
6(29)
5,576
14,811
(
5,045 ) (
23,266 )
6(26)
(
89,059 ) (
85,125 )
6(28)
202,548
298,115
-
3,615
(
41,246 )
325,935
(
574,703 )
85,270
53,077 (
1,718 )
(
1,180,304 )
166,035
25,888 (
272,720 )
(
43,850 ) (
83,518 )
155,879
39,590
65,163
2,206
83,567
100,376
(
139,571 )
143,769
1,666
4,142
(
37,775 ) (
20,210 )
295,360
2,057,470
3,839
23,162
89,053
84,925
(
269,970 ) (
370,130 )
(
212,669 ) (
68,140 )
(
94,387 )
1,727,287

(Continued)

  • 38 -

YEM CHIO CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

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

Decrease in financial assets at amortised cost
Proceeds from disposal of subsidiaries
Proceeds from disposal of non-current assets held for sale
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of right-of-use assets
(Increase) decrease in other non-current assets
Acquisition of investments accounted for using equity method
Decrease in liabilities directly related to non-current assets held for
sale
Increase in other current liabilities
Increase (decrease) in other non-current liabilities
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings

Increase (decrease) in short-term notes and bills payable

Proceeds from issuance of bonds
Proceeds from long-term borrowings

Repayment of long-term borrowings

Decrease in lease liabilities

Purchase of treasury shares

Payment of cash dividends

Cash dividends from capital surplus
Change in non-controlling interest
Purchase of treasury shares by subsidiaries
Proceeds from issuance of shares by subsidiaries
Proceeds from disposal of treasury shares by subsidiaries
Net cash flows used in financing activities
Effect of exchange rate fluctuations on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2021
2020
( $
2,665,434 ) ( $
3,781,729 )
2,820,161
3,992,483
(
1,174,950 ) (
969,715 )
6(3)
1,325,800
418,575
91,096
426,698
-
1,387,264
1,043,350
-
6(33)
(
342,000 ) (
372,165 )
800
90,062
- (
92,395 )
(
45,207 )
31,466
(
27,862 )
-
(
34,917 )
-
432,282
-
1,332 (
3,875 )
1,424,451
1,126,669
6(34)
393,168 (
65,795 )
6(34)
160,000 (
70,000 )
-
203,710
6(34)
3,958,639
1,912,162
6(34)
(
5,195,019 ) (
5,539,299 )
6(34)
(
28,010 ) (
181,382 )
6(22)
- (
170,350 )
6(24)
(
348,445 )
-
- (
160,866 )
(
108,238 ) (
71,651 )
- (
99,211 )
-
148,000
8,870
-
(
1,159,035 ) (
4,094,682 )
(
63,289 ) (
75,678 )
107,740 (
1,316,404 )
1,648,794
2,965,198
$
1,756,534 $
1,648,794

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

  • 39 -

Attachment IV

Comparison Table of the Articles of Incorporation Before and After Revision

YEM CHIO CO., LTD.

Comparison Table of the Articles of Incorporation Before and After Revision

Article After Revision Before Revision Reason for Revision
Article 8-1 The Company’s
shareholders meeting can
be held by means of visual
communication network or
other methods promulgated
by Ministry of Economic
Affairs.

(New added)
1.New added article.
2. The revision of Article 172-2
of the Company Act has been
announced on December 29th,
2021, public companies can hold
shareholders’ meetings by means
of visual communication
network. In order to cooperate
with the competent authorities to
promote the policy of virtual
shareholders meeting, and to
meet the needs of the digital era,
provide a convenient channel for
shareholders to participate in
shareholders' meetings, added
Article 8-1 to clearly define that
the Company’s shareholders
meeting can be held by means of
visual communication network or
other methods promulgated by
Ministry of Economic Affairs.
Article 21 The 42~~nd~~Amendment was
made on July 7th, 2021
The 43rdAmendment was
made on June17~~th~~, 2022
The 42~~nd~~Amendment was
made on July 7th, 2021

To add the number and date of
the amendment.
  • 40 -

Attachment V

Comparison table of “Handling Procedures for the Acquisition and Disposal of Assets" before and after revision

YEM CHIO CO., LTD.

Comparison Table of “Handling Procedures for the Acquisition and Disposal of Assets" Before and After Revision

Assets" Before and After Revision
Article After Revision Before Revision Reason for Revision
Article 3
Evaluation
Procedures
1. The accounting
department shall conduct an
analysis of the relevant
benefits and assess the
possible risks for the
acquisition or disposal of
long-term and short-term
securities investments of the
company or the conduction
of derivatives trading
business. Each unit shall
draw up capital expenditure
plans in advance for the
purpose, necessity and
anticipated benefit of the
acquisition or disposal of
real property and other
assets. If the company
engages in any acquisition of
real property from a related
party, it shall evaluate the
reasonableness of the
transaction terms, etc. with
the provisions of paragraph 2
of the procedures.
2. The company acquiring
or disposing of securities
shall, prior to the date of
occurrence of the event,
obtain financial statements
of the issuing company for
the most recent period,
certified or reviewed by a
certified public accountant,
for reference in appraising
the transaction price, and if
the dollar amount of the
transaction is 20 percent of
the company's paid-in
capital or NT$300 million
or more, the company shall
additionally engage a
certified public accountant
prior to the date of
occurrence of the event to
provide an opinion
regarding the
reasonableness of the


1. The accounting department
shall conduct an analysis of the
relevant benefits and assess the
possible risks for the
acquisition or disposal of
long-term and short-term
securities investments of the
company or the conduction of
derivatives trading business.
Each unit shall draw up capital
expenditure plans in advance
for the purpose, necessity and
anticipated benefit of the
acquisition or disposal of real
property and other assets. If the
company engages in any
acquisition of real property
from a related party, it shall
evaluate the reasonableness of
the transaction terms, etc. with
the provisions of paragraph 2 of
the procedures.
2. The company acquiring or
disposing of securities shall,
prior to the date of occurrence
of the event, obtain financial
statements of the issuing
company for the most recent
period, certified or reviewed
by a certified public
accountant, for reference in
appraising the transaction
price, and if the dollar amount
of the transaction is 20
percent of the company's
paid-in capital or NT$300
million or more, the company
shall additionally engage a
certified public accountant
prior to the date of occurrence
of the event to provide an
opinion regarding the
reasonableness of the
transaction price.If the
accountant needs to use an
expert reporter, shall handle
in
accordance with the
provisions of the Bulletin No.





Articles 5, 9 to 11, 15, 31,
and 36 amended and
issued per 28 January
2022 Order No.
Financial-Supervisory-Sec
urities-Corporate-1110380
465 of the Financial
Supervisory Commission.
And take effect from the
date of publication, delete
the relevant text that the
accountant shall follow
the Statement of Auditing.
  • 41 -

transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).

20 on Statement of Auditing Standard issued by the Accounting Research and Development ~~F~~ oundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).

3.Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reach 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. 4. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall conduct according to the procedures of asset appraisal.

3.Where the company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reache 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. 4. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall conduct according to the procedures of asset appraisal. 5. The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 5, item 1, paragraph 4 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. 6. The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of

  1. The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 5, item 1, paragraph 4 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount. 6. The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the

  2. 42 -

board of directors to resolve
on the matter, shall engage a
CPA, attorney, or securities
underwriter to give an
opinion on the
reasonableness of the share
exchange ratio, acquisition
price, or distribution of cash
or other property to
shareholders, and submit it to
the board of directors for
deliberation and passage.
7. The means of price
determination and supporting
reference materials of the
acquisition or disposal of
assets, in addition to refer to
the experts’ opinions such as
professional appraisals and
accountants in accordance
with the regulations, the
Company shall handle the
acquisition or disposal
matters in compliance with
the following procedures:
1. The acquisition or
disposal of securities that
are traded on a centralized
exchange market or OTC
exchange shall be
determined according to
the equity or bond prices
at that time.
2. The acquisition or
disposal of securities that
are not traded on a
centralized exchange
market or OTC exchange
shall be determined
according to the net value
per share, technology and
profitability, future
development potential,
market interest rate, bond
coupon rate and debtor's
credit, etc. and refer to the
latest transaction price.
3. The acquisition or
disposal of memberships
shall be determined
according to the benefits
that it can generate, and
the latest transaction
price. The acquisition or
disposal of patents,
copyrights, trademarks,
franchise rights, and other
intangible assets shall be
determined according to
international or market






directors to resolve on the
matter, shall engage a CPA,
attorney, or securities
underwriter to give an opinion
on the reasonableness of the
share exchange ratio,
acquisition price, or distribution
of cash or other property to
shareholders, and submit it to
the board of directors for
deliberation and passage.
7. The means of price
determination and supporting
reference materials of the
acquisition or disposal of
assets, in addition to refer to the
experts’ opinions such as
professional appraisals and
accountants in accordance with
the regulations, the Company
shall handle the acquisition or
disposal matters in compliance
with the following procedures:
1. The acquisition or disposal
of securities that are traded
on a centralized exchange
market or OTC exchange
shall be determined
according to the equity or
bond prices at that time.
2. The acquisition or disposal
of securities that are not
traded on a centralized
exchange market or OTC
exchange shall be
determined according to
the net value per share,
technology and
profitability, future
development potential,
market interest rate, bond
coupon rate and debtor's
credit, etc. and refer to the
latest transaction price.
3. The acquisition or disposal
of memberships shall be
determined according to
the benefits that it can
generate, and the latest
transaction price. The
acquisition or disposal of
patents, copyrights,
trademarks, franchise
rights, and other intangible
assets shall be determined
according to international
or market practices, the
validity period and the
impact on the company's




  • 43 -
practices, the validity
period and the impact on
the company's technology
and business.
4. The acquisition or
disposal of real property,
equipment, and
right-of-use assets shall
be determined according
to the announced present
value, assessed present
value, actual transaction
price of adjacent real
estate, book value and
supplier quotations. If the
acquisition of real
property is from a related
party, it shall be
calculated with the
provisions of paragraph 2
of the procedures, to
evaluate whether the
transaction price is
reasonable.
5. The conduction of
derivatives trading
business shall be
determined according to
the trading conditions of
the futures market,
exchange rate and interest
rate trends, etc.
6. Handling mergers,
demergers, acquisitions,
or transfer of shares shall
consider its business
nature, net value per
share, asset value,
technology and
profitability, production
capacity and future
growth potential, etc.


technology and business.
4. The acquisition or disposal
of real property, equipment,
and right-of-use assets shall
be determined according to
the announced present
value, assessed present
value, actual transaction
price of adjacent real estate,
book value and supplier
quotations. If the
acquisition of real property
is from a related party, it
shall be calculated with the
provisions of paragraph 2
of the procedures, to
evaluate whether the
transaction price is
reasonable.
5. The conduction of
derivatives trading business
shall be determined
according to the trading
conditions of the futures
market, exchange rate and
interest rate trends, etc.
6. Handling mergers,
demergers, acquisitions, or
transfer of shares shall
consider its business
nature, net value per share,
asset value, technology and
profitability, production
capacity and future growth
potential, etc.





Article 5
Public
announcemen
t and
regulatory
filing
procedures:
1. Under any of the following
circumstances, the company
acquiring or disposing of
assets shall publicly
announce and report the
relevant information on the
FSC's designated website in
the appropriate format as
prescribed by regulations
within 2 days counting
inclusively from the date of
occurrence of the event:
(1) Acquisition or disposal of
real property or right-of-use
assets thereof from or to a
related party, or acquisition
or disposal of assets other

1. Under any of the following
circumstances, the company
acquiring or disposing of assets
shall publicly announce and
report the relevant information
on the FSC's designated website
in the appropriate format as
prescribed by regulations
within 2 days counting
inclusively from the date of
occurrence of the event:
(1) Acquisition or disposal of
real property or right-of-use
assets thereof from or to a
related party, or acquisition or
disposal of assets other than
real property or right-of-use

Articles 5, 9 to 11, 15, 31,
and 36 amended and
issued
per 28 January 2022 Order
No. Financial-Supervisory
-Securities-Corporate
-1110380465
of the Financial
Supervisory Commission.
And take effect from the
date of publication.
1.
Considering that
the current public
companies have
been exempted
from the public
announcement and
  • 44 -

than real property or assets thereof from or to a regulatory filing, right-of-use assets thereof related party where the trading of foreign from or to a related party transaction amount reaches 20 government bonds where the transaction amount percent or more of paid-in with a rating that is reaches 20 percent or more of capital, 10 percent or more of not lower than the paid-in capital, 10 percent or the company's total assets, or sovereign rating of more of the company's total NT$300 million or more; Taiwan may also assets, or NT$300 million or provided, this shall not apply to be exempted. more; provided, this shall not trading of domestic government apply to trading of domestic bonds or bonds under 2. Considering that the foreign government bonds or bonds repurchase and resale government bonds under repurchase and resale agreements, or subscription or are simple, and agreements, or subscription redemption of money market exchange traded or redemption of money funds issued by domestic notes are similar to market funds issued by securities investment trust domestic securities enterprises. exchange traded fund, trading of investment trust enterprises. (2) Merger, demerger, foreign (2) Merger, demerger, acquisition, or transfer of acquisition, or transfer of shares. government bonds shares. (3) Losses from derivatives in the primary market, (3) Losses from derivatives trading reaching the limits on subscription or trading reaching the limits on aggregate losses or losses on aggregate losses or losses on aggregate losses or losses on individual contracts set out in redemption of individual contracts set out in article3, item 14, paragraph 4 of article3, item 14, paragraph 4 of exchange traded notes may also be article3, item 14, paragraph 4 the procedures adopted by the the procedures adopted by the exempted.

shares. (3) Losses from derivatives (3) Losses from derivatives trading reaching the limits on trading reaching the limits on aggregate losses or losses on aggregate losses or losses on aggregate losses or losses on individual contracts set out in individual contracts set out in article3, item 14, paragraph 4 of article3, item 14, paragraph 4 of article3, item 14, paragraph 4 the procedures adopted by the the procedures adopted by the of the procedures adopted by company. the company. (4) Where an asset transaction (4) Where an asset other than any of those referred transaction other than any of to in the preceding 3 those referred to in the subparagraphs, or an preceding 3 subparagraphs, investment in the mainland or an investment in the China area, its amount of any mainland China area, its individual transaction, or its amount of any individual cumulative transaction amount transaction, or its cumulative of acquisitions and disposals of transaction amount of the same type of underlying acquisitions and disposals of asset with the same transaction the same type of underlying counterparty within the asset with the same preceding year, or its transaction counterparty cumulative transaction amount within the preceding year, or of acquisitions and disposals its cumulative transaction (cumulative acquisitions and amount of acquisitions and disposals, respectively) of real disposals (cumulative property or right-of-use assets acquisitions and disposals, thereof within the same respectively) of real property development project within the or right-of-use assets thereof preceding year, or its within the same development cumulative transaction amount project within the preceding of acquisitions and disposals year, or its cumulative (cumulative acquisitions and transaction amount of disposals, respectively) of the acquisitions and disposals same security within the (cumulative acquisitions and preceding year reaches 20 disposals, respectively) of the percent or more of paid-in same security within the capital or NT$300 million; preceding year reaches 20 provided, this shall not apply to percent or more of paid-in the following circumstances: capital or NT$300 million; "Within the preceding year" as provided, this shall not apply used in the preceding paragraph to the following refers to the year preceding the circumstances: "Within the date of occurrence of the

  • 45 -

preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” need not be counted toward the transaction amount.

current transaction. Items duly announced in accordance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” need not be counted toward the transaction amount. 1. Trading of domestic government bonds. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

  1. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan.

the sovereign rating of 3. Where equipment or Taiwan. right-of-use assets thereof for 2. Trading of bonds under business use are acquired or repurchase and resale disposed of, and furthermore agreements, or subscription the transaction counterparty is or redemption of money not a related party, and the market funds issued by transaction amount does not domestic securities reach NT$500 million or more. investment trust enterprises. 4. Where land is acquired under Or trading on subscription of an arrangement on engaging foreign government bonds, or others to build on the of ordinary corporate bonds company's own land, engaging or general bank debentures others to build on rented land, without equity characteristics joint construction and (excluding subordinated allocation of housing units, debt) that are offered and joint construction and issued in the primary market, allocation of ownership or subscription or redemption percentages, or joint of securities investment trust construction and separate sale, funds or futures trust funds, and furthermore the transaction or subscription or redemption counterparty is not a related of exchange traded notes, or party, and the amount the subscription by a securities company expects to invest in firm of securities as the transaction does not reach necessitated by its NT$500 million. undertaking business or as an 5. Acquisition or disposal of advisory recommending real property or right-of-use securities firm for an assets thereof for construction emerging stock company, in use, and furthermore the accordance with the rules of transaction counterparty is not a the Taipei Exchange. related party, and the 3. Where equipment or transaction amount does not right-of-use assets thereof for reach NT$500 million.

  1. Where equipment or business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount does not reach NT$500 million or more.

  2. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

  3. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on

  4. 46 -

rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction does not reach NT$500 million.

  1. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission.

NT$500 million. 4. Where any of the following 5. Acquisition or disposal of circumstances occurs with real property or right-of-use respect to a transaction that assets thereof for the Company has already construction use, and publicly announced and furthermore the transaction reported in accordance with counterparty is not a related the following (1), a public party, and the transaction report of relevant information amount does not reach shall be made on the NT$500 million. information reporting website 2. The Company shall designated by the FSC within compile monthly reports on 2 days counting inclusively the status of derivatives from the date of occurrence of trading engaged in up to the the event: end of the preceding month (1) Change, termination, or by the company and any rescission of a contract signed subsidiaries that are not regarding the original domestic public companies transaction. and enter the information in (2) The merger, demerger, the prescribed format into the acquisition, or transfer of shares information reporting website is not completed by the designated by the FSC by the scheduled date set forth in the 10th day of each month. contract. 3. When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or omission. 4. Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the following (1), a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the

  • 47 -
date of occurrence of the
event:
(1) Change, termination, or
rescission of a contract
signed regarding the original
transaction.
(2) The merger, demerger,
acquisition, or transfer of
shares is not completed by
the scheduled date set forth in
the contract.
Article 6
Asset
evaluation
procedures:
In acquiring or disposing of
real property, equipment, or
right-of-use assets thereof
where the transaction
amount reaches 20 percent
of the company's paid-in
capital or NT$300 million or
more, the company, unless
transacting with a domestic
government agency,
engaging others to build on
its own land, engaging
others to build on rented
land, or acquiring or
disposing of equipment or
right-of-use assets thereof
held for business use, shall
obtain an appraisal report
prior to the date of
occurrence of the event from
a professional appraiser and
shall further comply with the
following provisions. The
company acquires or
disposes of assets through
court auction procedures, the
evidentiary documentation
issued by the court may be
substituted for the appraisal
report or CPA opinion.
. Where due to special
circumstances it is
necessary to give a limited
price, specified price, or
special price as a referenc
basis for the transaction
price, the transaction shall
be submitted for approval
in advance by the board o
directors; the same
procedure shall also be
followed whenever there i
any subsequent change to
the terms and conditions
of the transaction.
2. Where the transaction
amount is NT$1 billion or
more, appraisals from two
or more professional
appraisers shall be





e


f




In acquiring or disposing of
real property, equipment, or
right-of-use assets thereof
where the transaction amount
reaches 20 percent of the
company's paid-in capital or
NT$300 million or more, the
company, unless transacting
with a domestic government
agency, engaging others to
build on its own land,
engaging others to build on
rented land, or acquiring or
disposing of equipment or
right-of-use assets thereof
held for business use, shall
obtain an appraisal report
prior to the date of occurrenc
of the event from a
professional appraiser and
shall further comply with the
following provisions. The
company acquires or disposes
of assets through court auction
procedures, the evidentiary
documentation issued by the
court may be substituted for th
appraisal report or CPA
opinion.
. Where due to special
circumstances it is
necessary to give a limited
price, specified price, or
special price as a reference
basis for the transaction
price, the transaction shall
be submitted for approval
in advance by the board of
directors; the same
procedure shall also be
followed whenever there is
any subsequent change to
the terms and conditions of
the transaction.
2. Where the transaction
amount is NT$1 billion or
more, appraisals from two
or more professional
appraisers shall be
obtained.


e


e






Articles 5, 9 to 11, 15, 31,
and 36 amended and
issued per 28 January
2022 Order No.
Financial-Supervisory-Sec
urities-Corporate-1110380
465 of the Financial
Supervisory Commission.
And take effect from the
date of publication, delete
the relevant text that the
accountant shall follow
the Statement of Auditing.
  • 48 -

obtained. 3. Where any one of the 3. Where any one of the following circumstances following circumstances applies with respect to the applies with respect to the professional appraiser's professional appraiser's appraisal results, unless all appraisal results, unless al the appraisal results for the the appraisal results for the assets to be acquired are assets to be acquired are higher than the transaction higher than the transaction amount, or all the appraisal amount, or all the results for the assets to be appraisal results for the disposed of are lower than assets to be disposed of are the transaction amount, a lower than the transaction certified public accountant amount, a certified public shall be engaged to render a accountant shall be specific opinion regarding engaged to render a the reason for the specific opinion regarding discrepancy and the the reason for the appropriateness of the discrepancy and the transaction price in appropriateness of the accordance with the transaction price: provisions of the Bulletin 1) The discrepancy between No. 20 on Statement of the appraisal result and the Auditing Standard issued transaction amount is 20 by the Accounting Research percent or more of the and Development transaction amount. Foundation: 2) The discrepancy between 1) The discrepancy between the the appraisal results of two appraisal result and the or more professional transaction amount is 20 appraisers is 10 percent or percent or more of the more of the transaction transaction amount. amount. 2) The discrepancy between the 4. No more than 3 months may appraisal results of two or elapse between the date of more professional the appraisal report issued appraisers is 10 percent or by a professional appraiser more of the transaction and the contract execution amount. date; provided, where the 4. No more than 3 months may publicly announced elapse between the date of current value for the same the appraisal report issued period is used and not by a professional appraiser more than 6 months have and the contract execution elapsed, an opinion may date; provided, where the still be issued by the publicly announced current original professional value for the same period is appraiser. used and not more than 6 Except where a limited price, months have elapsed, an specified price, or special opinion may still be issued price is employed by a by the original professional construction enterprise as the appraiser. reference basis for the Except where a limited price, transaction price, if an specified price, or special appraisal report cannot be price is employed by a obtained in time and there is construction enterprise as the a legitimate reason for the reference basis for the delay, the appraisal report transaction price, if an shall be obtained within 2 appraisal report cannot be weeks counting inclusively obtained in time and there is a from the date of occurrence, legitimate reason for the and the certified public delay, the appraisal report accountant's opinion under shall be obtained within 2

  • 49 -

subparagraph 3 of the weeks counting inclusively preceding paragraph shall be from the date of occurrence, obtained within 2 weeks and the certified public counting inclusively from the accountant's opinion under day the appraisal report is subparagraph 3 of the obtained. preceding paragraph shall be Except where a limited price, obtained within 2 weeks specified price, or special counting inclusively from the price is employed by a day the appraisal report is construction enterprise as the obtained. reference basis for the Except where a limited price, transaction price, if an specified price, or special price appraisal report cannot be is employed by a construction obtained in time and there is enterprise as the reference basis a legitimate reason for the for the transaction price, if an delay, the appraisal report appraisal report cannot be shall be obtained within 2 obtained in time and there is a weeks counting inclusively legitimate reason for the delay, from the date of occurrence, the appraisal report shall be and the certified public obtained within 2 weeks accountant's opinion under counting inclusively from the subparagraph 3 of the date of occurrence, and the preceding paragraph shall be certified public accountant's obtained within 2 weeks opinion under subparagraph 3 counting inclusively from the of the preceding paragraph shall day the appraisal report is be obtained within 2 weeks obtained. counting inclusively from the day the appraisal report is obtained.

Article 11 When the company intends to When the company intends to Articles 5, 9 to 11, 15, 31, Resolution acquire or dispose of real acquire or dispose of real and 36 amended and procedures: property or right-of-use property or right-of-use assets issued per 28 January assets thereof from or to a thereof from or to a related 2022 Order related party, or when it party, or when it intends to No.Financial-Supervisoryintends to acquire or dispose acquire or dispose of assets Securities-Corporate-1110 of assets other than real other than real property or 380465 of the Financial property or right-of-use right-of-use assets thereof from Supervisory Commission. assets thereof from or to a or to a related party and the And take effect from the related party and the transaction amount reaches 20 date of publication, those transaction amount reaches percent or more of paid-in who acquire or dispose of 20 percent or more of paid-in capital, 10 percent or more of more than 10% of the total capital, 10 percent or more of the company's total assets, or assets shall submit the company's total assets, or NT$300 million or more, relevant materials to the NT$300 million or more, except in trading of domestic shareholders' meeting for except in trading of domestic government bonds or bonds approval before government bonds or bonds under repurchase and resale proceeding to protect the under repurchase and resale agreements, or subscription or rights and interests of agreements, or subscription redemption of money market shareholders. or redemption of money funds issued by domestic market funds issued by securities investment trust domestic securities enterprises, the company may investment trust enterprises, not proceed to enter into a the company may not transaction contract or make a proceed to enter into a payment until the following transaction contract or make matters have been summited to a payment until the following the audit committee and get the matters have been summited approval and then approved by to the audit committee and the board of directors: get the approval and then 1. The purpose, necessity and approved by the board of anticipated benefit of the directors: acquisition or disposal of

  • 50 -

  • The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

assets. 2. The reason for choosing the related party as a transaction counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 18 and Article 19.

  1. The reason for choosing the related party as a transaction counterparty. 3. With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 18 and Article 19.

  2. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.

  3. The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party.

  4. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

  5. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

  6. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.

  7. Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts of the preceding paragraph shall be made in accordance with Article 5, item 1paragraph 4 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been accepted by the audit committee and submitted to and approved by the board of directors need not be counted toward the transaction amount. When the Company intends to acquire or dispose of equipment or right-of-use assets thereof for business use, real property right-of-use assets, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a

  8. An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. 7. Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts of the preceding paragraph shall be made in accordance with Article 5, item 1paragraph 4 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been accepted by the audit committee and submitted to and approved by the board of directors need not be counted toward the transaction amount.

  9. 51 -

When the Company intends to acquire or dispose of equipment or right-of-use assets thereof for business use, real property right-of-use assets, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. When the independent directors of the company submitted matters for discussion by the board of directors pursuant to item 1, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. If the Company or a subsidiary will have a transaction set out in paragraph 1 and the transaction amount will reach 10 percent or more of the public company’s total assets, the Company shall submit the materials in all the subparagraphs of paragraph 1 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the Company and its parent company or subsidiaries or between its subsidiaries. The calculation of the transaction amounts referred to in paragraph 1 and the preceding paragraph shall be made in accordance with Article 15, paragraph 1 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders meeting or board of directors need not be

certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting. When the independent directors of the company submitted matters for discussion by the board of directors pursuant to item 1, if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

  • 52 -
counted toward the
transaction amount.
Article 28:
History
These Articles of Procedures Change the amendments
history, originally placed
at the top of the table, to
be presented as additional
were established on May 31,
2003.
The 1st amendment was
made on May 6, 2006.
The 2nd amendment was
made on May 12, 2007.
The 3rd amendment was
made on June 19, 2009.
The 4th amendment was
made on June 25, 2010.
The 5th amendment was
made on June 27, 2012.
The 6th amendment was
made on June 26, 2014.
The 7th amendment was
made on June 28, 2017.
The 8th amendment was
made on June 20, 2019.
The 9th amendment was
made on July 7, 2021.
The 10th amendment was
made on June 17, 2022.

provisions
  • 53 -

Attachment VI

Articles of Incorporation

YEM CHIO CO., LTD.

==> picture [155 x 30] intentionally omitted <==

Articles of Incorporation

Chapter 1: General Provisions

Article 1

The Corporation is a company limited by shares and incorporated in accordance with the Company Act, under the Chinese name 炎洲股份有限公司 and English name YEM CHIO CO., LTD.

Article 2

The Company’s business scope covers the following:

  1. C802160 Manufacture of Adhesive Tapes

  2. CA02990 Manufacture of Other Fabricated Metal Products Not Elsewhere Classified

  3. C805010 Manufacture of Plastic Sheets, Pipes and Tubes

  4. C805020 Manufacture of Plastic Films and Bags

  5. C601040 Manufacture of Processed Paper

  6. F109070 Wholesale of Cultural, Educational, Musical Instruments and Educational Entertainment Supplies

  7. F107190 Wholesale of Plastic Films and Bags

  8. F113050 Wholesale of Computers and Office Machines/Equipment

  9. F401010 International Trade

  10. H701010 Housing and Building Development and Rental

  11. J901020 Hotels and Motels

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

Article 3

The Company shall have its head office in Taipei City and may establish domestic and overseas branches as required through board resolutions.

Article 4

Any and all public disclosures to be made by the Company shall be published in accordance with Article 28 of Company Act and SEC regulations.

The Company shall comply with these Regulations when making loans and endorsements/guarantees for others.

When the Company becomes a shareholder in a limited liability company after reinvestment, the total amount of its investments in such company shall not exceed forty percent of the amount of its own paid-up capital.

Chapter 2: Shares

Article 5

The total capital of the company is set at NT$10 billion, divided into one billion shares. The amount per share is NT$10, and the Board of Directors is authorized to issue the shares in installments according to operational requirements.

Upon execution of the said agreement, NT$40 million is retained for the issuance of employee stock subscription warrants. There are a total of 400 million shares at NT$10 per share, which may be issued in installments in accordance with the resolution of the Board of Directors.

Article 5-1

The Company, which intends to repurchase its own shares and transfer shares to employees at less than the average actual share repurchase price, must have obtained the consent of at least two-thirds of the voting rights at the most recent shareholders’ meeting attended by shareholders representing a majority of total issued shares. Such action can be processed after the aforementioned consent resolution.

Article 6

All Company shares are registered shares and the share certificates shall be affixed with the signatures or personal seals of directors representing the company, and shall be duly certified or authenticated by the bank authorized to certify shares under the law before issuance. For shares to be issued, the issuing company may be exempted from printing any share certificate; in that case, it should register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

  • 54 -

Article 7

The entries in its shareholders' roster shall not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date set by the issuing company for distribution of dividends, bonuses or other benefits.

Chapter 3: Shareholders' Meeting

Article 8

There are two kinds of shareholders' meeting: (1) Regular meeting of shareholders to be held at least once a year and convened within six months after the close of each fiscal year, (2) Special meeting of shareholders to be held when necessary

The company shall issue a notice convening a regular shareholders’ meeting to each shareholder no later than 30 days prior to the scheduled meeting date. In case the Company intends to convene a special shareholders’ meeting, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The date, place, cause(s) or subject(s) of the shareholders’ meeting shall be indicated in the individual notice. The notice may, as an alternative, be sent electronically after obtaining prior consent from the recipient(s). The Company shall issue a public notice to shareholders holding less than one thousand registered shares.

Article 9

Any shareholder who cannot attend a shareholders’ meeting for any reason may appoint a proxy to attend the meeting on his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy. Such written proxy to the company shall comply with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” unless otherwise specified in Article 177 of the Company Act.

Article 10 Except restricted or as stipulated in Article 179-2 of the Company Act regarding no voting power, a shareholder shall have one voting power with respect to each share held.

Article 11

Resolutions at a shareholders' meeting shall, unless otherwise stipulated in the Article of Incorporation, be adopted by majority vote of all shareholders present, representing more than one-half of the total number of voting shares. Article 11-1

Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting in accordance with Article 183 of the Company Act.

Chapter 4: Directors

Article 12

The Company shall have 5 to 7 directors with a three-year term of office and elected through a candidate nomination system pursuant to Article 192-1 of the Company Act. The shareholders shall elect the directors from among the nominees listed in the roster of director-candidates and those eligible for re-election. The total shares of nominal stocks held by the entire body of either directors or supervisors of an issuer shall not be less than the specified percentage of its total issued shares. In accordance with Article 14-2 and Article 183 of the Securities and Exchange Act, there should be no less than 3 independent directors elected from among the directors specified in the previous Article, and the nomination method shall be conducted in accordance with Article 192-1 of the Company Act. The directors shall be elected by shareholders from among the nominees listed in the roster of independent director-candidates and those eligible for re-election. Article 12-1

In compliance with Articles 14-4 of the Securities and Exchange Act, the Company shall establish an Audit Committee composed of all independent directors. The provisions in the Company Act, Securities and Exchange Act and other laws and regulations pertaining to supervisors shall apply mutatis mutandis to the Audit Committee and members.

Article 13

The Board of Directors shall elect a chairman from among the directors by a majority vote of over two-thirds of directors attending the meeting. The chairman shall externally represent the Company and conduct all business affairs in accordance with the law and regulations, as well as resolutions passed at the Shareholders’ Meeting and Board Meetings.

Article 14

In case the chairman of the Board of Directors is on leave or absent or unable to exercise his/her power and authority for any reason, the substitute is assigned according to regulations of Article 208 of the Company Act.

Article 14-1

In case a director is on leave or absent or unable to exercise his/her power and authority for any reason and appoints another director to attend the board of directors’ meeting on his/her

  • 55 -

behalf, he/she shall, shall issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept an appointment to act as proxy for one director only, as specified in the preceding paragraph. The Board of Directors’ meeting shall be convened with a notice given to each director in writing or by fax/email.

Article 15

All board members conducting the Company’s business affairs shall be compensated based on the amount not exceeding 1% of the total net profit after tax of the preceding year. The compensation is determined by the Board of Directors, taking into account the extent and value of the services provided for the management of the Company and the standards of the same industry.

Chapter 5: Manager

Article 16

The company may have one or more managerial personnel; appointment, discharge and remuneration of managerial personnel shall be decided in accordance with Article 29 of the Company Act.

Chapter 6: Accounting

Article 17

At the close of each fiscal year, the Board of Directors shall prepare the statements and records, i.e., (1) the business report, (2) financial statements, and (3) surplus earning distribution or loss offset proposals; and shall forward the same to supervisors for ratification at the general shareholders’ meeting.

Article 18

A ratio of the profit for the current year distributable as employee compensation shall be specified at no less than 0.5%. However, the company’s accumulated losses should be covered and the amount of compensation hall firstly be retained for impairment loss, and afterwards, employees’ compensation shall be allocated based on preceding percentage..

A company may, through a resolution adopted by a majority vote at a Board of Directors’ meeting attended by two-thirds of the total number of directors, facilitate profit-sharing for employees and report such program at the shareholders’ meeting.

Qualification requirements of employees, including employees of the parent company or subsidiaries to be eligible for profit-sharing in the form of shares or cash, shall be discussed at the Board of Directors’ meeting.

Article 19

The Company, when allocating its surplus (profit) after having paid all taxes and duties, shall first set aside ten percent of the said profit as legal reserve and the remaining profit as special reserve in accordance with Article 41 of the Securities and Exchange Act. Aside from the aforesaid legal reserve, the company may, under its Articles of Incorporation or by means of a shareholders’ resolution, allocate a certain amount as special reserve. At the same Board of Directors’ meeting, the Company may resolve to distribute the shares by issuing new shares or shares in the form of cash in compliance with Article 19-2 of the regulations.

When there is no purpose or reason for the preceding allocated special reserve, a certain proportion of the earnings shall be set aside as special reserve in accordance with the Articles of Incorporation, to be adopted as distributed earnings when reversal of the special reserve is added into the undistributed earnings.

Article 19-1

The industrial development of the Company is mature and steadily profitable, and financial

  • 56 -

structure is complete, so the company adopt a constant dividend policy. When allocating its surplus (profit), the Company shall first set aside legal and special reserves, with the balance distributed as stock dividends or cash dividends. The ratio of dividends paid in cash shall be set at 10% or more of common stock dividends.

Article 19-2

The Board of Directors is authorized to determine the allocation procedures for surplus and capital reserve distributed in cash or as stock dividends; such special resolution shall be submitted to the Board of Directors.

Chapter 7 Appendix

Article 20

With regard to all matters not specified in these Articles of Incorporation, the Company Act and relevant laws and regulations shall apply.

Article 21 These Articles of Incorporation were established on February 13, 1978. The 1st amendment was made on October 13, 1979. The 2nd amendment was made on October 30, 1981. The 3rd amendment was made on May 20, 1987. The 4th amendment was made on June 29, 1987. The 5th amendment was made on December 1, 1988. The 6th amendment was made on September 30, 1989. The 7th amendment was made on July 21, 1990. The 8th amendment was made on May 6, 1991. The 9th amendment was made on March 23, 1992. The 10th amendment was made on April 10, 1992. The 11th amendment was made on May 20, 1993. The 12th amendment was made on July 1, 1994. The 13th amendment was made on May 4, 1995. The 14th amendment was made on August 20, 1996. The 15th amendment was made on March 19, 1997. The 16th amendment was made on August 26, 1997. The 17th amendment was made on December 23, 1997. The 18th amendment was made on March 12, 1998. The 19th amendment was made on June 22, 1998. The 20th amendment was made on October 20, 1998. The 21st amendment was made on December 10, 1998. The 22nd amendment was made on May 30, 1999. The 23rd amendment was made on June 10, 2000. The 24th amendment was made on May 5, 2001. The 25th amendment was made on June 22, 2002. The 26th amendment was made on May 31, 2003. The 27th amendment was made on May 15, 2004. The 28th amendment was made on May 6, 2006. The 29th amendment was made on May 12, 2007. The 30th amendment was made on June 13, 2008. The 31st amendment was made on June 19, 2009. The 32nd amendment was made on June 25, 2010. The 33rd amendment was made on June 24, 2011. The 34th amendment was made on June 27, 2012. The 35th amendment was made on June 28, 2013. The 36th amendment was made on June 26, 2015. The 37th amendment was made on June 28, 2016. The 38th amendment was made on June 28, 2017. The 39th amendment was made on June 26, 2018. The 40th amendment was made on June 20, 2019. The 41st amendment was made on June 19, 2020. The 42nd amendment was made on July 7, 2021.

  • 57 -

Attachment VII Rules and Procedures of Shareholders' Meeting

==> picture [155 x 30] intentionally omitted <==

YEM CHIO CO., LTD.

Rules and Procedures of Shareholders' Meeting

June 27, 2012 Approved for amendment by shareholders’ meeting

  1. The Company’s Shareholders' Meeting (the "Meeting") shall be conducted in accordance with the Rules and Procedures.

  2. The shareholders in the Rules and Procedures refer to shareholders and proxy assigned by shareholders as their representatives in the shareholders’ roster.

  3. The shareholders (or proxy) attending the meeting should complete the sign-in procedures, or may present an attendance card in lieu of signing the attendance book. The number of shares representing shareholders present at the meeting shall be calculated based on those indicated on the attendance book or attendance cards. The shareholders present in a shareholders’ meeting and their voting rights shall be calculated based on the number of shares. The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders’ meeting.

  4. The chair shall call the meeting to order at the appointed time when the shareholders in attendance represent a majority of the total number of issued shares. However, if the shareholders present do not represent a majority of the total number of issued shares, the chair may announce a postponement, but not more than twice, for a combined total of at least one hour. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the shareholders in attendance represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act wherein the shareholders in attendance represent a majority of the total voting rights. When, prior to the conclusion of the meeting, the shareholders in attendance represent a majority of the total number of issued shares, the chair may call a meeting to order any time, and resubmit the tentative resolution for a vote at the shareholders’ meeting.

  5. If a shareholders’ meeting is convened by the Board of Directors, a meeting agenda shall also be set. The meeting shall proceed according to the agenda, which may not be changed without a shareholders’ resolution.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to completing deliberation on the meeting agenda stated in the preceding two paragraphs (including extraordinary motions), with the exception of a shareholders’ resolution. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly facilitate the election of a new chair by a majority of the votes represented by shareholders present, and then continue with the meeting. After concluding the meeting, the shareholders shall not elect another chairman to hold another meeting at the same place or any other venue.

  • 5.1. If a shareholders’ meeting is convened by the Board of Directors, the chairperson of the board shall preside over the meeting. When the chairperson of the board is on leave or for any reason, is unable to exercise his/her powers as chairperson, the vice chairperson shall act as chair on his/her behalf; if the chairperson and the vice chairperson are both on leave or for any reason, are unable to preside over the meeting, the chairperson shall appoint one of the directors to act as chair, or, if the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

If a shareholders’ meeting is convened by a party with power to convene, but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more convening parties, they shall mutually select a chair from among themselves.

  1. Before speaking, a shareholder in attendance must specify on a speaker's slip the subject of his/her speech, as well as shareholder account number (or attendance card number) and account name. The order in which shareholders speak shall be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When a shareholder is speaking, other shareholders may not speak or interrupt unless they have
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sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

  1. When a shareholder is speaking, a single speech may not exceed 5 minutes. Except with the consent of the chair, the speech can be postponed for another three minutes, but not more than twice.

  2. A shareholder may not speak more than twice on the same proposal, and if the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may stop the speech.

  3. After a shareholder’s speech, the chairman may personally designate a person to respond on his/her behalf. When the chairman considers a discussion before any motion for resolution, he or she may announce the suspension of the discussion and submit the motion for resolution.

  4. 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 majority vote represented by shareholders in attendance. The resolution shall be deemed approved and voted on by the Board with all directors present at the meeting, without raising any objection when the Chairperson releases relevant resolutions for approval.

  5. 10.1 The persons who supervise the casting of votes and counting thereof of resolutions shall be designated by the chairman, provided, however, that the person supervising the casting of votes shall be a shareholder. The results of the resolution(s) shall be announced at the meeting and recorded in the meeting minutes.

  6. 10.2 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one of them is passed, the other proposals shall be deemed rejected and no further voting is required.

  7. 10.3 Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes and conducted in accordance with Article 183 of the Company Act.

  8. A shareholder shall have one voting power with respect to each share he/she/it holds. When the government or juristic person is a shareholder, its proxy shall not be limited to one person, provided that the voting right that may be exercised shall be calculated on the basis of the total number of voting shares it holds. In case the aforesaid proxies are two persons or more, they shall jointly exercise their voting rights.

  9. A shareholder may appoint a proxy to attend a shareholders’ meeting on his/her/its behalf by executing a power of attorney stating therein the scope of power granted to the proxy. A shareholder may only execute one power of attorney and appoint one proxy, issuing such written proxy to the company no later than 5 days prior to the meeting date of the shareholders’ meeting. In case two or more written proxies are received from one shareholder, the first one received by the company shall prevail, unless an explicit statement revoking the previous written proxy is made later on.

After executing the power of attorney, the shareholder issuing the said proxy then decides to attend the shareholders’ meeting in person, a proxy rescission notice should be filed with the company at least 1 day prior to the date of the shareholders’ meeting so as to rescind the proxy; otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Except for trust enterprises or stock agencies approved by the competent authority, the number of voting power of a person who acts as proxy for two or more shareholders shall not exceed 3% of the total number of voting shares of the company; otherwise, the extra voting power shall not be counted.

  1. A shareholder who has a personal interest in the matter under discussion at a meeting, which may impair the interest of the company, shall neither vote nor exercise his/her voting right on behalf of another shareholder.

  2. When a meeting is in progress, the chair may announce a break based on time considerations.

  3. Under any circumstances, if a shareholders’ meeting cannot be held or motions cannot be continued, the Board of Directors can have the meeting suspended in 5 days or resumed in accordance with Article 182 of the Company Act to.

15-1. When a shareholder violates the rules of procedure and defies the chair's warning, obstructing the proceedings and refusing to heed calls to stop, the chair may direct proctors or security personnel to escort the shareholder out of the meeting venue. While maintaining order during the meeting, proctors or security personnel shall wear identification armbands bearing the word "Proctor."

  1. Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act, Articles of Incorporation and any other relevant laws and regulations.

  2. These Rules and Procedures shall be effective from the date of shareholders’ approval. The same rules apply to revisions.

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Attachment VIII Procedures for Election of director

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YEM CHIO CO., LTD.

Procedures for Election of director

June 26, 2018

Amendments approved by the shareholders meeting

Article 1

Except as otherwise provided by law and regulation or by the Corporation's articles of incorporation, elections of directors of the Company shall be conducted in accordance with these Procedures.

Article 2

Elections of directors of the Company shall be conducted at the shareholders' meeting. Article 3

The method of elections of directors of the Company is single-registered cumulative

election.

Article 4

If the company has independent directors, the election of independent directors shall be limited to legal persons or their representatives not specified in Article 27 of the Company Act, shall comply with the regulations of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".

Article 5

The board of directors of the company shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a director is three years, but he/she may be eligible for re-election. There shall be more than half of the directors, and there shall be at least one director, and shall not have one of the following relationships:

  1. A spousal relationship.

  2. A familial relationship within the second degree of kinship.

Article 6

Each share will have voting rights in number equal to the directors to be elected. Article 7

The number of directors will be as specified in the Company's articles of incorporation. If there are independent directors, the independent directors and non-independent directors shall be elected together with voting rights separately calculated. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. When the original selectees of director do not meet the conditions of the Article 5-2 of the procedures, determination of which directors are elected shall be made according to the following provisions: When there are some among the directors who do not meet the conditions, the

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election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

Independent directors and non-independent directors shall be elected at the same time, and independent directors and non-independent directors shall be calculated separately when elected.

Article 8

The Company shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 9

Before the election begins, the chair needs to appoint several vote monitoring personnel and counting personnel to perform the respective duties of vote monitoring and counting. The vote monitoring personnel shall with shareholder status.

Article 10

For the election of directors, the ballot boxes shall be prepared by the company and elect together, and publicly checked by the vote monitoring personnel before voting commences. Article 11

If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 12

A ballot is invalid under any of the following circumstances:

  1. The ballot was not prepared by the Company.

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

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

  4. The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.

  5. Other marks or graphics are entered in addition to the candidate's account name (or name of the person) or shareholder account number (or identity card number) and the number of voting rights allotted.

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  7. The name of the candidate entered in the ballot is identical to that of another shareholder,

but no shareholder account number or identity card number is provided in the ballot to identify such individual.

  1. The ballots that have not been put into the ballot box.

  2. The number of candidates filled in exceeds the specified quota.

  3. Matters that should be recorded in Article 9 but are not fully recorded.

  4. The total number of voting rights to vote by the voting shareholders exceeds the total number of voting rights held.

Article 13

  • The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation and the list of persons elected shall be announced by the chair on the site.

Article 14

These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

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Attachment IX

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Shareholdings of All Directors

YEM CHIO CO., LTD Shareholdings of All Directors

  1. The paid-in capital stock of the Company is NT$6,382,956,820 and the total number of issued shares are638,295,682 shares.

  2. Pursuant to Article 26 in the Securities and Exchange Act, the minimum shareholdings by all board directors shall be 20,425,461shares. The Company has set up an Audit Committee in accordance with the Act, and the provisions on the minimum percentage requirements for the shareholdings of supervisors in the preceding two paragraphs shall not apply.

  3. As of the book closure date reported at the shareholders' meeting (April 19, 2022), the number of shares held by directors individually and by the entire body thereof, recorded in the shareholder register are as follows:

Title Name Shareholding s o
closingdate

Percentage
%
Chairman INGS
CHYUANG
INTERNATIONAL CO., LTD.
Chairman: Chih-Hsieh Lee

42,748,839
6.70%
Director ASIA PLASTICS CO., LTD. :
Lin, Si-Shan
44,466,552 6.97%
Independent
Director
Chen, Yen-Chun 0 0%
Independent
Director
Wang, Chien-Chuan 0 0%
Independent
Director
Chen, Shun-Fa 0 0%
Total 87,215,391 13.67%

Note: In compliance with Article 2: “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios in Public Companies”. If a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors other than independent directors, shall be decreased by 20 percent.

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