YC - AGM Information 2024 | FinancialReports.eu

Stock Code: 4306

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YEM CHIO CO., LTD.

2024 Annual Shareholders’ Meeting

Meeting Agenda

Date: Friday, June 21, 2024 Place: No.397, Xingshan Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.) (Third floor of Headquarters, YC Group)

MEETING PROCEDURES ......................................................................................................................................... - 1 - 2. MEETING AGENDA ................................................................................................................................................... - 2 - 3. REPORT ITEMS .......................................................................................................................................................... - 3 - 4. MATTERS FOR RATIFICATION .............................................................................................................................. - 5 - 5. MATTERS FOR DISCUSSION ................................................................................................................................... - 6 - 6. EXTEMPORARY MOTIONS ..................................................................................................................................... - 6 - 7. APPENDIX ................................................................................................................................................................... - 7 - BUSINESS REPORT ....................................................................................................................................................... - 7 - AUDIT AND RISK COMMITTEE’S REVIEW REPORT ............................................................................................. - 9 - REMUNERATION OF DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) .............................................. - 10 - 2023 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (PARENT COMPANY ONLY FINANCIAL STATEMENT) ......................................................................................................................................... - 11 - 2023 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (CONSOLIDATED FINANCIAL STATEMENT) ............................................................................................................................................................... - 23 - COMPARISON TABLE FOR AMENDMENTS TO THE “ARTICLES OF INCORPORATION” ............................. - 36 - ARTICLES OF INCORPORATION .............................................................................................................................. - 38 - RULES AND PROCEDURES OF SHAREHOLDERS' MEETING ............................................................................. - 44 - SHAREHOLDINGS OF ALL DIRECTORS ................................................................................................................. - 47 -

1. Meeting Procedures

YEM CHIO CO., LTD

2024 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
(6) Extemporary Motions
(7) Adjournment
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2. Meeting Agenda

Meeting Agenda, 2024 Annual Shareholders’ Meeting, YEM CHIO CO., LTD Date: Friday, June 21, 2024

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

(Third Floor of Headquarters, YC Group)

Method of meeting: Physical meeting

(1) Call Meeting to Order (report on the number of shareholders present)
(2) Chairman’s Address
(3) Report Items:
2023 Business Report
2023 Audit and Risk Committee’s Audit Report
Report on 2023 remuneration distribution to employees.
Report on 2023 Earnings Distribution and Cash Dividends
Report on the implementation of buyback of treasury stocks
2023 Report on receiving of remuneration by directors
Report on implementation of the improvement plan in case subsidiary’s amount for loaning of funds to others exceeds the limit
Others
(4) Matters for Ratification:
Proposal for 2023 Business Report and Financial Statements
Proposal for Distribution of 2023 Earnings
(5) Matters for Discussion

Proposal for amendment of the “Articles of Incorporation”.

(6) Extemporary Motions
(7) Adjournment
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3. Report Items

Proposal 1: 2023 Business Report Explanatory Notes: For the 2023 Business Report, please refer to P. 7 of this manual.

Proposal 2: 2023 Audit and Risk Committee’s Review Report Explanatory Notes: For the 2023 Audit and Risk Committee’s Review Report, please refer to P. 9 of this manual.

Proposal 3: Report on 2023 remuneration distribution to employees. Explanatory Notes: 2023 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$820,975,065 (i.e., pre-tax benefits minus the benefits before distribution of employee remuneration) in 2023, and 0.5% of employee compensation (in cash) is set aside, totaling NT$4,104,875, all paid in cash.

Proposal 4: Adoption of the Proposal for Distribution of 2023 Earnings Explanatory Notes:

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$650,687,541 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

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（%）	1.29%	2.34%

Proposal 6: 2023 Report on receiving of remuneration by directors

Description:

The remuneration to ordinary and independent directors of the Company is paid in accordance with the Articles of Incorporation and the “Director Remuneration Management Regulations”. As stated in the Articles of Incorporation, the Company may pay remuneration to directors for performing the Company's duties, provided that such renaturation shall not exceed 1% of the Company’s profit after tax. The Board of Directors is authorized to determine such remuneration by taking into account the director's degree of participation and value of their contribution to the Company's operations. The remuneration shall not exceed the standards of peers in the industry. According to the “Director Remuneration Management Regulations”, directors may receive a fixed amount of remuneration every year provided that it does not violate the limit specified in the Articles of Incorporation. Except for the directors who participate in the routine operations of the Company, all the directors may receive an attendance fee for their attendance at the Board meeting. The Chairman participates in the management of the Company’s routine operations and his/her remuneration is determined by the Board of Directors.
For the remuneration of individual directors and its amount, please refer to P.10 in this meeting book.
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Proposal 7: Report on implementation of the improvement plan in case subsidiary’s amount for loaning of funds to others exceeds the limit

Description:

Implemented according to Letter Jin-Guan-Zheng-Shen-Zi No. 1110341558 issued by the Financial Supervisory Commission.
The balance of the loaning of funds by ASIA PLASTICS (BVI)CO., LTD., a subsidiary of the Company, to Wan Chio Petrochemical (Jiangsu) Co., Ltd. exceeded the limit specified in its operation procedure. The implementation of the improvement plan is reported as follow:
Wan Chio Petrochemical (Jiangsu) Co., Ltd. has completed the procedures for disposal of its land use rights, plants and equipment. It will be liquidated since it is unable to carry out substantive operating activities in the future. In consideration of the overall tax planning efficiency of our group, ASIA PLASTICS (BVI) CO., LTD. held a board of directors meeting on December 29, 2023 to approve the cancellation of loans and debts and complete improvement regarding excessive amounts of loans.

Proposal 8: Others: None

4. Matters for Ratification

Proposal 1 (Proposed by the Board of Directors)

Subject: Filing of the 2023 Business Report and Financial Statements Explanation:

The business report and 2023 financial reports of the Company have been approved by the Board of Directors. The financial statements have been audited and certified by CPAs Liu Rong-Jin and Hsieh Sheng-An from Ernst & Young Global Limited, Taiwan, who have issued an audit report and submitted it together with the business report to the Audit and Risk Committee for review.
Enclosed are the business report, independent auditors’ report and aforementioned financial statements for ratification, found on P.7 and P.11-35 of this meeting agenda.

Resolution:

Proposal 2 (Proposed by the Board of Directors)

Subject: Adoption of the Proposal for Distribution of 2023 Profits Explanation:

Proposal for Distribution of 2023 Profits is detailed below:

YEM CHIO CO., LTD. Distribution of 2023 Profits

YEM CHIO CO., LTD. Distribution of 2023 Profits
	Unit: NT$
Item	Amount
Unappropriated earnings ofJanuary1,2023	788,290,318
Plus: Net Income after tax 2023	801,205,434
Plus:Remeasurements of Defined BenefitObligations	7,687,488
Plus:Disposal of Financial Assets at FVTOCI 2023	264,894,795
Plus: Disposal of Financial Assets from Subsidiary at FVTOCI 2023	6,532,754
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	1,080,320,471
Less:Legal surplus reserve,10%	(108,032,047)
Less: Special surplus reserve	(48,980,154)
Distributable earnings of December31,2023	1,711,598,588
Less: Cash dividends(NT$1per share)	(650,687,541)
Unappropriated earnings of December31,2023	1,060,911,047

Person in Charge: Lee, Chih-Hsieh Manager: Fang, Shu-Fen Accountant in charge: Chou, Yun-Ting

Resolution:

5. Matters for Discussion

Item 1: Submitted by the Board of Directors

Proposal: Amendment to the “Articles of Incorporation” is submitted for discussion.

Description: 1. The Company plans to expand its scope of business and, in accordance with the

Renewable Energy Development Act, amend Article 2 of the Articles of Incorporation to add Item 12 “D101060 Self-usage Power Generation Equipment Utilizing Renewable Energy.”

For the comparison table for amendments to the “Articles of Incorporation,” see P. 36 of this Handbook.

Resolution:

6. Extemporary Motions

Adjournment

7. Appendix

Attachment I

Business Report

Business report

I. Operating Performance in 2023
(I) Business plan implementation results
(1) Sales: The net consolidated sales revenue in 2023 was NT$13,223,736 thousand, a 9.9% decrease from 2022. The contribution of the tape manufacturing department was NT$10,539,047 thousand at a rate of 79.7%.
(2) Production: In 2023, about 1.23839 billion m2 of glue was used for tapes and the production volume of the films was 82,027 tons.

(II) Consolidated business results summary (Unit: NT$thousand)

(II) Consolidated business resu	lts summary(	Unit: NT$thousand)
Item	2023	2022	Percent Change
Operating Revenue	13,223,736	14,671,393	-9.9%
Operating Costs	11,045,427	12,079,984	-8.6%
Operating Margin	2,178,309	2,591,409	-15.9%
Operating Expenses	1,505,783	1,541,144	-2.3%
Operating Profit	672,526	1,050,265	-36.0%
Net Non-operating Income	322,859	314,539	2.6%
Income before Tax	995,385	1,364,804	-27.1%
Income tax expense	139,847	235,976	-40.7%
Income from continuing operations	855,538	1,128,828	-24.2%
Loss on discontinued operations	-	577	-100.0%
Net income	855,538	1,128,251	-24.2%

(III) Financial Revenue and Expenditure and Profitability analysis

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

Income: Item OperatingIncome Non-OperatingIncome Total	(Unit: NT$thousand)	(Unit: NT$thousand)	(Unit: NT$thousand)
Item	2023	2022	Percent Change
OperatingIncome	13,223,736	14,671,393	-9.9%
Non-OperatingIncome	574,282	652,856	-12.0%
Total	13,798,018	15,324,249	-10.0%

Expenditure ： (Unit: NT$ thousand)

Item	2023	2022	Percent Change
OperatingCost	11,045,427	12,079,984	-8.6%
OperatingExpense	1,505,783	1,541,144	-2.3%
Non-Operating Expense	251,423	338,317	-25.7%
Total	12,802,633	13,959,445	-8.3%

(IV) Revenue structure analysis: The company's consolidated net revenue in 2023 was NT$13.22

billion. The total net revenue of each department of the company is illustrated as follows:

	(Unit: NT$ thousand)	(Unit: NT$ thousand)
Item	Amount	Percentage
Tape ManufacturingDepartment	10,539,047	79.7%
Distribution Business Group	1,405,497	10.6%
Real Estate Business Group	889,490	6.7%
Special Chemistry Department	389,702	3.0%
Total	13,223,736	100%

(V) 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: Lee, Chih-Hsieh

Manager: Fang, Shu-Fen

Accountant in charge: Chou, Yun-Ting

Attachment II Audit and Risk Committee’s Review Report

Audit and Risk Committee’s Review Report

The Board of Directors has prepared the Company’s 2023 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm Ernst & Young Global Limited 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 and Risk 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,

2024 Annual General Meeting of YEM CHIO CO., LTD.

Chairman of the Audit and Risk Committee:

Chen, Yen-Chun

March 14, 2024

Attachment III

Remuneration of Directors (Including Independent Directors)

Unit: NT$ thousands

Title	Name	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Ratio of Total Remuneration (A+B+C+D) and to Net Income (%)8	Ratio of Total Remuneration (A+B+C+D) and to Net Income (%)8	Relevant Remuneration Received by Directors who are Also Employees	Relevant Remuneration Received by Directors who are Also Employees	Relevant Remuneration Received by Directors who are Also Employees	Relevant Remuneration Received by Directors who are Also Employees	Relevant Remuneration Received by Directors who are Also Employees	Relevant Remuneration Received by Directors who are Also Employees	Relevant Remuneration Received by Directors who are Also Employees	Relevant Remuneration Received by Directors who are Also Employees	Ratio of Total Compensation (A+B+C+D+E+F+G) And to Net Income (%)8	Ratio of Total Compensation (A+B+C+D+E+F+G) And to Net Income (%)8	Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiary9
		Base Compensation (A)2		Severance Pay (B)		Directors Compensation(C)3		Allowances (D)2				Salary, Bonuses, and Allowances (E)5		Severance Pay (F)		Employee Compensation (G)6
		The company	All companies in the consolidated financial statements7	The company	Companies in the consolidated financial statements7	The company	Companies in the consolidated financial statements7	The company	Companies in the consolidated financial statements7	The company	Companies in the consolidated financial statements	The company	Companies in the consolidated financial statements7	The company	Companies in the consolidated financial statements7	The company		Companies in the consolidated financial statements7		The company	Companies in the consolidated financial statements
																Cash	Stock	Cash	Stock
Chairman	Ings Chyuang International Co., Ltd Representative: Lee, Chih-Hsieh	60	60	-	-	-	-	-	--	60/ 0.0075%	60/ 0.0075%	2,212	2,212	-	-	107	-	107	-	2,379/ 0.297%	2,379 0.297%	None
Director	Ings Chyuang International Co., Ltd Representative: Lee,Su-Wei	60	60							60/ 0.0075%	60/ 0.0075%	2,144	2,144	108	108	200	-	200	-	2,512/ 0.314%	2,512/ 0.314%	None
Director	Asia Plastics Co., Ltd. Representative: Lin,Si-Shan	60	60	-	-	-	-	36	36	96/ 0.012%	96/ 0.012%	-	-	-	-	-	-	-	-	96/ 0.012%	96/ 0.012%	None
Director	Asia Plastics Co., Ltd. Representative: Fang,Shu-Fen	60	60							60/ 0.0075%	60/ 0.0075%	2,868	2,868	108	108	221	-	221	-	3,257/ 0.407%	3,257/ 0.407%	None
Independent Director	Chen, Yen- Chun	60	60	-	-	-	-	36	36	96/ 0.012%	96/ 0. 012%	-	-	-	-	-	-	-	-	96/ 0.012%	96/ 0.012%	None
Independent Director	Wang, Jian Chuan	60	60	-	-	-	-	30	30	90/ 0.011%	90/ 0.011%	-	-	-	-	-	-	-	-	90/ 0.011%	90/ 0.011%	None
Independent Director	Chen,Shun Fa	60	120	-	-	-	-	30	60	90/ 0.011%	180/ 0. 022%	-	-	-	-	-	-	-	-	90/ 0.011%	180/ 0.022%	None
1.Please state the policy, system, standard and structure of the remuneration payment for independent directors, and state the relevance to the amount of remuneration based on the responsibilities, risks, investment time and other factors: the company’s director’s remuneration currently adopts a fixed amount. 2. Except as disclosed in the above table, the remuneration received by the directors of the company for providing services to all companies in the financial report (such as serving as a consultant for parent company/ all company i financial statements/ non-employees of the reinvestment business, etc.) in the most recent year: 0 thousands NTD dollars.

1.Please state the policy, system, standard and structure of the remuneration payment for independent directors, and state the relevance to the amount of remuneration based on the responsibilities, risks, investment time and other factors: the company’s director’s remuneration currently adopts a fixed amount.

Except as disclosed in the above table, the remuneration received by the directors of the company for providing services to all companies in the financial report (such as serving as a consultant for parent company/ all company in financial statements/ non-employees of the reinvestment business, etc.) in the most recent year: 0 thousands NTD dollars.
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Attachment IV

2023 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (Parent company only financial statement)

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

The Board of Directors and Shareholders Yem Chio Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Yem Chio Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the parent company only financial statements, including a summary of material accounting policies (collectively referred to as the “parent company only financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter ) , the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2023, and its parent company only financial performance and cash flows for the year 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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.

Key Audit Matters

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

Key audit matters for the Company’s 2023 parent company only financial statements are stated as follows:

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Valuation of inventory

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 were measured at the lower of cost and net realisable value. Considering the Company’s inventories were significant to the parent company only financial statements and the determination of net realizable value for the inventories involves judgements and estimates, and the aforementioned matters exist in the Company, we identified the evaluation of inventories as a key audit matter.

Our audit procedures including (but are not limited to) assessing the appropriateness of the management’s accounting policy for inventory evaluation; evaluating and testing the effectiveness of relevant internal control; sampling the inventory aging report by checking the inventory entry dates are consistent with relevant supportive documents; recalculating the inventory obsolescence loss based on the aging report; reviewing and calculating the reasonableness of the inventory net realizable value report; and participating in the annual inventory count to identify if there is obsolete or impaired inventory. For the inventory of land development and construction business, obtaining 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. Testing data in order to check the reasonableness of the net realisable value of construction-in-progress and land held for building.

Please refer to Notes 4, 5 and 6(6) of the parent company only financial statements for the accounting policies, significant accounting estimates and the information about inventories, respectively.

Valuation of investment property

As of December 31, 2023, the fair value of investment property was NT$2,165,699 thousand, constituting 9% of total assets. The Company’s investment property is valued by external experts using the fair value model. 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 identified the evaluation of investment property as a key audit matter.

Our audit procedures including (but are not limited to) assessing the qualifications and independence of appointed external appraisers; obtaining and reviewing reasonableness of appraisal report, including valuation method and key appraisal assumptions and estimates, etc.; assessing reasonableness of the lease income and rental growth rate are reasonable by referencing to the market rental rate for the investment properties using the income approach.

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Please refer to Notes 4, 5 and 6(9) of the parent company only financial statements for the accounting policies, significant accounting estimates and the information about investment property, respectively.

Other matter

We did not audit the financial statements of certain investees 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 investments, is based solely on the reports of the other auditors. Total accounted for under the equity method of these investees amounted to NT$1,207,009 thousand, constituting 4% of total assets as at December 31, 2023, and the comprehensive loss amounted to (NT$254) thousand, constituting (0)% of total comprehensive income for the year ended December 31, 2023.

The parent company only financial statements of the Company for the year ended December 31, 2022 were audited by other auditor, who expressed an unqualified opinion with emphasis of matter and other matter section on those statements on March 15, 2023.

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 requirements of 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 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 audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can

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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.

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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
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 ability to continue as a going concern of the Company. 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 accompanying notes, 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.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2023 parent company only financial statements 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.

Liu, Jung Chin Hsieh, Sheng-An Ernst & Young, Taiwan March 14, 2024

Notice to Readers

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 and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the

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Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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Yem Chio Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2023 and 2022

(Expressed in thousands of New Taiwan Dollars)

Assets	Notes	December 31,	2023	December 31,	2022
		AMOUNT	%	AMOUNT	%
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 1220 Current tax assets 130X Inventories 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 using the 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	6(1) 6(2) 6(3) and 8 6(4) and 8 6(5) and 17 6(5) and 17 7 7 5, 6(6), 7 and 8 7 6(3) 6(4) and 8 6(7) 6(8) and 8 6(18) 5, 6(9), 6(18), 7 and 8 6(21) 8	$ 338,716 - 1,214,833 397,079 38,145 236,311 111,136 20,418 637,600 202 9,104,511 565,176	1 - 5 2 - 1 - - 3 - 37 2	$ 558,201 81 959,378 392,067 31,759 260,126 109,989 20,423 1,030,746 202 6,361,685 522,347	3 - 4 2 - 1 1 - 5 - 29 2
		12,664,127	51	10,247,004	47
		5,597 59,147 6,191,621 3,479,364 56,059 2,165,699 122 69,610 4,965	- - 26 14 - 9 - - -	5,597 104,793 6,130,083 3,218,674 59,174 2,123,774 144 52,765 5,046	- - 28 15 - 10 - - -
		12,032,184	49	11,700,050	53
		$ 24,696,311	100	$ 21,947,054	100

(Continued)

17 -

Yem Chio Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2023 and 2022

(Expressed in thousands of New Taiwan Dollars)

Liabilities and Equity	Notes	December 31,	2023	December 31,	2022
		AMOUNT	%	AMOUNT	%
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 2280 Lease liabilities - current 2320 Current portion of long-term liabilities 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 Lease liabilities - non-current 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 3X2X Total liabilities and equity	6(10) and 8 6(11) 6(16) and 7 7 7 6(18) 6(12), 6(13) and 8 6(12) and 8 6(13) and 8 6(21) 6(18) 6(7) and 6(14) 6(15) 6(15) 6(15) 6(8) 6(15)	$ 4,187,493 400,000 676,908 95,044 107,735 17,952 114,682 70,199 22,370 2,591 3,307,502 41,132	17 2 3 - - - 1 - - - 13 -	$ 2,471,092 550,000 593,201 40,079 108,905 14,129 128,489 754 28,761 2,534 2,448,500 6,996	11 3 3 - - - 1 - - - 11 -
		9,043,608	36	6,393,440	29
		- 2,673,278 89,223 54,255 838,403	- 12 - - 3	411,778 2,964,750 88,583 56,846 893,949	2 14 - - 4
		3,655,159	15	4,415,906	20
		12,698,767	51	10,809,346	49
		6,582,467 66,857 2,718,738 568,926 511,756 1,868,613 94,532 (414,345)	27 - 11 2 2 8 1 (2)	6,404,897 10,000 2,638,722 467,875 477,708 1,549,179 3,672 (414,345)	29 - 12 2 2 7 1 (2)
		11,997,544	49	11,137,708	51
		$ 24,696,311	100	$ 21,947,054	100

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

18 -

Yem Chio Co., Ltd.

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2023 And 2022

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

Items	Notes	2023		2022
		AMOUNT	%	AMOUNT	%
4000 Net revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6000 Total operating expenses 6900 Operating (loss) profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit or loss of associates accounted for using the equity method 7000 Total non-operating income and expenses 7900Net income before tax 7950 Income tax expense 8200Net Income 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 gains (losses) from equity instruments investments measured at fair value through other comprehensive income 8320 Share of other comprehensive income (loss) of associates which will not be reclassified subsequently to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Other comprehensive income (loss) 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 8370 Share of other comprehensive income (loss) of associates which may be reclassified subsequently to profit or loss 8360 Other comprehensive income (loss) that will be reclassified to profit or loss 8300Total other comprehensive income (loss) for the year 8500Total comprehensive income for the year Earnings per share (in dollars) Basic earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share	6(16) and 7 6(6), 6(19) and 7 6(14), 6(17), 6(18) and 6(19) 7 6(9), 6(18), 6(20) and 7 6(20) 6(20) and 7 6(7) 6(21) 6(14) 6(21) 6(22)	$ 2,657,952 (2,600,404)	100 (98)	$ 3,642,524 (3,248,693)	100 (89)
		57,548	2	393,831	11
		(112,368) (121,812)	(4) (5)	(227,257) (124,090)	(6) (4)
		(234,180)	(9)	(351,347)	(10)
		(176,632)	(7)	42,484	1
		20,404 268,244 35,356 (69,272) 740,118	1 10 1 (3) 28	12,334 192,867 124,386 (68,726) 795,961	- 5 4 (2) 22
		994,850	37	1,056,822	29
		818,218 (17,013)	30 (1)	1,099,306 (61,480)	30 (1)
		$ 801,205	29	$ 1,037,826	29
		$ 2,758 395,498 22,119 (552)	- 15 1 -	$( 3,373) (213,299) (20,342) 675	- (6) (1) -
		419,823	16	(236,339)	(7)
		(27,823) (22,025)	(1) (1)	304,097 14,987	8 1
		(49,848)	(2)	319,084	9
		$ 369,975	14	$ 82,745	2
		$ 1,171,180	43	$ 1,120,571	31
			$1.30		$1.72
			$1.21		$1.58

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

19 -

Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2023 and 2022

Yem Chio Co., Ltd.

Capi	tal	Capital surplus		Retained Earnings			Other EquityInterest		Treasurystocks	Total equity
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 property surplus
$ 6,380,540	$ 2,333	$ 2,384,602	$ 359,243	$ 490,572	$ 1,256,999	$( 642,002)	$ 96,041	$ 439,576	$( 414,345)	$ 10,353,559
- -	- -	- -	- -	- -	1,037,826 38,503	- 328,415	- (284,173)	- -	- -	1,037,826 82,745
-	-	-	-	-	1,076,329	328,415	(284,173)	-	-	1,120,571
- - - - - - - - 24,357 - -	- - - - - - 32,024 - (24,357) - -	- - - - - 232,209 3,214 (17) - 18,423 291	- 108,632 - - - - - - - - -	- - (12,864) - - - - - - - -	(622,566) (108,632) 12,864 (10,871) (54,944) - - - - - -	- - - - - - - - - - -	- - - 10,871 54,944 - - - - - -	- - - - - - - - - - -	- - - - - - - - - - -	(622,566) - - - - 232,209 35,238 (17) - 18,423 291
$ 6,404,897	$ 10,000	$ 2,638,722	$ 467,875	$ 477,708	$ 1,549,179	$( 313,587)	$( 122,317)	$ 439,576	$( 414,345)	$ 11,137,708
$ 6,404,897	$ 10,000	$ 2,638,722	$ 467,875	$ 477,708	$ 1,549,179	$( 313,587)	$( 122,317)	$ 439,576	$( 414,345)	$ 11,137,708
- -	- -	- -	- -	- -	801,205 7,687	- (51,208)	- 413,496	- -	- -	801,205 369,975
-	-	-	-	-	808,892	(51,208)	413,496	-	-	1,171,180
- - - - - - - 177,570 -	- - - - - - 234,427 (177,570) -	- - - - - 43,512 18,081 - 18,423	- 101,051 - - - - - - -	- - 34,048 - - - - - -	(625,787) (101,051) (34,048) 264,895 6,533 - - - -	- - - - - - - - -	- - - (264,895) (6,533) - - - -	- - - - - - - - -	- - - - - - - - -	(625,787) - - - - 43,512 252,508 - 18,423
$ 6,582,467	$ 66,857	$ 2,718,738	$ 568,926	$ 511,756	$ 1,868,613	$( 364,795)	$ 19,751	$ 439,576	$( 414,345)	$ 11,997,544

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

20 -

Yem Chio Co., Ltd.

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022 (Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Net income before tax Adjustments Adjustments to reconcile profit Depreciation Amortisation Net loss on financial assets at fair value through profit or loss Interest expenses Interest income Share of profit or loss of associates accounted for using the equity method (Gain) loss on disposal of property, plant and equipment Gain on fair value adjustment of investment property Employees' compensation Dividend income 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 Prepayments Other current assets Changes in operating liabilities Notes payable Current contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash inflow (used in) generated from operations Interest received Dividend received Interest paid Income taxes paid Net cash (used in) provided by operating activities	2023	2022
	$ 818,218 204,175 22 65 69,272 (20,404) (740,118) (60) (41,925) - (181,212) (6,386) 23,815 - 508 2,278 (2,614,430) 28,160 (70,988) 54,965 83,707 (1,129) 3,823 (29,338) (754) 34,136 335	$ 1,099,306 203,085 22 48,470 68,726 (12,334) (795,961) 20 (25,498) 5,575 (107,062) 37,268 287,135 136,895 (6,174) (2,460) (585,220) - (9,201) (36,386) 113,306 (42,621) (2,565) (12,751) (5,388) (3,808) (55)
	(2,383,265) 19,901 181,212 (182,760) (35,037)	352,324 28,311 205,381 (159,180) (92,993)
	(2,399,949)	333,843

21 -

(Continued)

Yem Chio Co., Ltd.

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

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 investments accounted for using equity method 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 (increase) in financial assets at amortised cost Decrease in other receivables - related parties Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in other non-current assets Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings (Decrease) increase in short-term notes and bills payable Increase (decrease) in other payables - related parties Proceeds from long-term borrowings Repayment of long-term borrowings Repayment of lease liabilities Payment of cash dividends Gains from exercise of disgorgement Net cash provided by (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year	2023	2022
	(297) 295 (72,105) (1,127,946) 1,267,704 40,633 1,122,636 (463,394) 60 80	(212,132) 298,328 - (923,599) 1,141,612 (91,105) 1,373,182 (59,448) 95 (2,582)
	767,666	1,524,351
	1,716,401 (150,000) 70,000 1,875,049 (1,469,021) (3,844) (625,787) -	(1,256,500) 140,000 (355,000) 1,174,000 (732,512) (1,282) (622,566) 291
	1,412,798	(1,653,569)
	(219,485) 558,201	204,625 353,576
	$ 338,716	$ 558,201

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

22 -

2023 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTs (consolidated financial statement)

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

The Board of Directors and Shareholders Yem Chio Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Yem Chio Co., Ltd. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the consolidated financial statements, including a summary of material accounting policies (collectively referred to as the “consolidated financial statements”).

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

Basis for Opinion

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

Key Audit Matters

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

23 -

matters.

Valuation of inventory

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 were measured at the lower of cost and net realisable value. Considering the Group’s inventories were significant to the consolidated financial statements and the determination of net realizable value for the inventories involves judgements and estimates, we identified the evaluation of inventories as a key audit matter.

Our audit procedures including (but are not limited to) assessing the appropriateness of the management’s accounting policy for inventory evaluation; evaluating and testing the effectiveness of relevant internal control; sampling the inventory aging report by checking the inventory entry dates are consistent with relevant supportive documents; recalculating the inventory obsolescence loss based on the aging report; reviewing and calculating the reasonableness of the inventory net realizable value report; and participating in the annual inventory count to identify if there is obsolete or impaired inventory. For the inventory of land development and construction business, obtaining 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. Testing data in order to check the reasonableness of the net realisable value of construction-in-progress and land held for building.

Please refer to Notes 4, 5 and 6(6) of the consolidated financial statements for the accounting policies, significant accounting estimates and the information about inventories, respectively.

Valuation of investment property

As of December 31, 2023, the fair value of investment property was NT$2,294,881 thousand, constituting 8% of total assets. The Group’s investment property is valued by external experts using the fair value model. 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 identified the evaluation of investment property as a key audit matter.

24 -

Please refer to Notes 4, 5 and 6(9) of the consolidated financial statements for the accounting policies, significant accounting estimates and the information about investment property, respectively.

Other matter

We did not audit the financial statements of certain subsidiaries which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of the other auditors. Total assets of these subsidiaries amounted to NT$1,625,238 thousand, constituting 5% of consolidated total assets as at December 31, 2023, and net operating revenue amounted to NT$1,186,474 thousand, constituting 9% of consolidated operating revenue for the year ended December 31, 2023.

The consolidated financial statements of the Group for the year ended December 31, 2022 were audited by other auditor, who expressed an unqualified opinion with other matter section on those statements on March 15, 2023.

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

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

25 -

Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group.
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 ability to continue as a going concern of the Group. 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.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated 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 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.
26 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2023 consolidated financial statements 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.

Others

We and other auditors have audited and expressed an unqualified opinion with other matter section and an unqualified opinion with emphasis of matter and other matter section on the parent company only financial statements of the Group as of and for the years ended December 31, 2023 and 2022, respectively.

Liu, Jung Chin Hsieh, Sheng-An Ernst & Young, Taiwan March 14, 2024

Notice to Readers

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 and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated

27 -

financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young 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.

28 -

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in thousands of New Taiwan Dollars)

Assets	Notes	December 31, 2023	December 31, 2023	December 31, 2022	December 31, 2022
		AMOUNT	%	AMOUNT	%
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 1200 Other receivables 130X Inventories 1410 Prepayments 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 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	6(1) 6(2) 6(3) and 8 6(4) and 8 6(5) and 20 6(5), 6(20), 7 and 8 6(11) 5, 6(6) and 8 7 and 8 6(3) 6(4) and 8 6(7) 6(8) and 8 6(21) 5, 6(9), 6(21) and 8 6(10) 6(24) 8	$ 1,697,871 794,086 1,214,833 698,414 349,701 2,214,185 157,808 10,612,544 467,720 288,588	5 3 4 2 1 7 - 34 2 1	$ 2,163,330 464,745 959,378 656,772 298,140 2,074,306 712,737 8,559,231 493,091 316,696	7 2 3 2 1 7 3 29 2 1
		18,495,750	59	16,698,426	57
		84,840 62,664 1,061,432 8,386,151 322,711 2,294,881 185,670 207,563 39,075	- - 3 27 1 8 1 1 -	111,351 155,793 1,000,298 8,538,954 342,724 2,251,475 186,009 184,830 48,548	- - 3 29 1 8 1 1 -
		12,644,987	41	12,819,982	43
		$ 31,140,737	100	$ 29,518,408	100

(Continued)

29 -

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in thousands of New Taiwan Dollars)

Assets	Notes	December 31, 2023	December 31, 2023	December 31, 2022	December 31, 2022
		AMOUNT	%	AMOUNT	%
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 2280 Lease liabilities - current 2320 Current portion of long-term liabilities 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 Lease liabilities - non-current 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 3X2X Total liabilities and equity	6(12) and 8 6(13) 6(19) and 7 7 6(21) 6(15), 6(16)and 8 6(14) 6(15) and 8 6(16) and 8 6(24) 6(21) 6(17) 6(18) 6(18) 6(18) 6(18) 6(18)	$ 5,721,162 400,000 756,897 267,387 738,009 605,372 - 111,394 39,550 3,442,019 117,434	19 1 3 1 2 2 - - - 11 -	$ 4,582,817 730,000 739,884 246,204 658,567 616,913 10,097 187,092 36,423 2,676,737 81,418	16 2 3 1 2 2 - 1 - 9 -
		12,199,224	39	10,566,152	36
		- 5,538,878 457,726 114,127 123,455 6,234,186	- 18 2 - - 20	411,777 5,964,871 462,913 141,165 150,374 7,131,100	1 20 2 - 1 24
		18,433,410	59	17,697,252	60
		6,582,467 66,857 2,718,738 568,926 511,756 1,868,613 94,532 (414,345)	21 - 9 2 2 6 - (1)	6,404,897 10,000 2,638,722 467,875 477,708 1,549,179 3,672 (414,345)	22 - 9 1 2 5 - (1)
		11,997,544	39	11,137,708	38
		709,783	2	683,448	2
		12,707,327	41	11,821,156	40
		$ 31,140,737	100	$ 29,518,408	100

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

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Yem Chio Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 And 2022

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

Items	Notes	2023		2022
		AMOUNT	%	AMOUNT	%
4000 Net revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit or loss of associates accounted for using the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense 8000 Net income from continuing operations 8100 Loss from discontinued operations 8200 Net Income 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 gains (losses) from equity instruments investments measured at fair value through other comprehensive income 8320 Share of other comprehensive income (loss) of associates which will not be reclassified subsequently to profit or loss 8310 Other comprehensive (loss) 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 from investments in debt instruments measured at fair value through other comprehensive income 8370 Share of other comprehensive income (loss) of associates which may be reclassified subsequently to profit or loss 8360 Other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) for the year 8500 Total comprehensive income for the year	6(19) and 7 6(6), 6(22) and 7 6(17), 6(20), 6(21) and 6(22) 6(20) 6(9), 6(21), 6(23) and 7 6(23) 6(23) 6(7) 6(24) 6(11) 6(17) 6(24)	$ 13,223,736 (11,045,427)	100 (84)	$ 14,671,393 (12,079,984)	100 (82)
		2,178,309	16	2,591,409	18
		(908,915) (509,887) (59,105) (27,876)	(7) (4) - -	(971,208) (521,508) (35,763) (12,665)	(7) (4) - -
		(1,505,783)	(11)	(1,541,144)	(11)
		672,526	5	1,050,265	7
		72,657 346,917 42,407 (186,348) 47,226	1 3 - (1) -	8,685 264,982 85,310 (166,833) 122,395	- 2 - (1) 1
		322,859	3	314,539	2
		995,385 (139,847)	8 (1)	1,364,804 (235,976)	9 (1)
		855,538 -	7 -	1,128,828 (577)	8 -
		$ 855,538	7	$ 1,128,251	8
		$ 9,609 412,137 (1,922)	- 3 -	$ 48,128 (274,842) (9,625)	- (2) -
		419,824	3	(236,339)	(2)
		(34,439) 1,359 (23,383)	- - (1)	310,752 (9,331) 24,318	2 - -
		(56,463)	(1)	325,739	2
		$ 363,361	2	$ 89,400	-
		$ 1,218,899	9	$ 1,217,651	8

(Continued)

31 -

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 And 2022

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

Items	Notes	2023		2022
		AMOUNT	%	AMOUNT	%
Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interests Total Comprehensive income (loss) attributable to: 8710 Owners of the parent 8720 Non-controlling interests Total Earnings per share (in dollars) Basic earnings 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 per share 9810 Diluted earnings per share from continuing operations 9820 Diluted loss per share from discontinued operations 9850 Diluted earnings per share	6(25)	$ 801,205 54,333	7 -	$ 1,037,826 90,425	7 1
		$ 855,538	7	$ 1,128,251	8
		$ 1,171,180 47,719	9 -	$ 1,120,571 97,080	7 1
		$ 1,218,899	9	$ 1,217,651	8
			$1.30 -		$1.72 -
			$1.30		$1.72
			$1.21 -		$1.58 -
			$1.21		$1.58

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

32 -

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2023 and 2022

(Expressed in thousands of New Taiwan dollars)

				Eq	uityattributable to owne	rs of theparent					Non-controlling interest	Total equity
Ca	pital	Capital surplus		Retained Earnings			Other EquityInterest		Treasurystocks	Equity attributable to owners of theparent
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 property surplus
$ 6,380,540	$ 2,333	$ 2,384,602	$ 359,243	$ 490,572	$ 1,256,999	$( 642,002)	$ 96,041	$ 439,576	$( 414,345)	$ 10,353,559	$ 653,919	$ 11,007,478
- -	- -	- -	- -	- -	1,037,826 38,503	- 328,415	- (284,173)	- -	- -	1,037,826 82,745	90,425 6,655	1,128,251 89,400
-	-	-	-	-	1,076,329	328,415	(284,173)	-	-	1,120,571	97,080	1,217,651
- - - - - - - 24,357 - - -	- - - - - 32,024 - (24,357) - - -	- - - - 232,209 3,214 (17) - 18,423 291 -	- 108,632 - - - - - - - - -	- - (12,864) - - - - - - - -	(622,566) (108,632) 12,864 (65,815) - - - - - - -	- - - - - - - - - - -	- - - 65,815 - - - - - - -	- - - - - - - - - - -	- - - - - - - - - - -	(622,566) - - - 232,209 35,238 (17) - 18,423 291 -	- - - - - - - - - - (67,551)	(622,566) - - - 232,209 35,238 (17) - 18,423 291 (67,551)
$ 6,404,897	$ 10,000	$ 2,638,722	$ 467,875	$ 477,708	$ 1,549,179	$( 313,587)	$( 122,317)	$ 439,576	$( 414,345)	$ 11,137,708	$ 683,448	$ 11,821,156
$ 6,404,897	$ 10,000	$ 2,638,722	$ 467,875	$ 477,708	$ 1,549,179	$( 313,587)	$( 122,317)	$ 439,576	$( 414,345)	$ 11,137,708	$ 683,448	$ 11,821,156
- -	- -	- -	- -	- -	801,205 7,687	- (51,208)	- 413,496	- -	- -	801,205 369,975	54,333 (6,614)	855,538 363,361
-	-	-	-	-	808,892	(51,208)	413,496	-	-	1,171,180	47,719	1,218,899
- - - - - - 177,570 - -	- - - - - 234,427 (177,570) - -	- - - - 43,512 18,081 - 18,423 -	- 101,051 - - - - - - -	- - 34,048 - - - - -	(625,787) (101,051) (34,048) 271,428 - - - - -	- - - - - - - - -	- - - (271,428) - - - - -	- - - - - - - -	- - - - - - - - -	(625,787) - - - 43,512 252,508 - 18,423 -	- - - - - - - - (21,384)	(625,787) - - - 43,512 252,508 - 18,423 (21,384)
$ 6,582,467	$ 66,857	$ 2,718,738	$ 568,926	$ 511,756	$ 1,868,613	$( 364,795)	$ 19,751	$ 439,576	$( 414,345)	$ 11,997,544	$ 709,783	$ 12,707,327

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

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Yem Chio Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Net income from continuing operations before tax Net loss from discontinued operations before tax Net income before tax Adjustments Adjustments to reconcile profit Depreciation Amortisation Expected credit losses Net (gain) loss on financial assets at fair value through profit or loss Interest expenses Interest income Share of profit or loss of associates accounted for using the equity method Loss on disposal of property, plant and equipment Loss on write-off of property, plant and equipment Prepayments reversal gain Gain on fair value adjustment of investment property Gain on disposal of non-current assets held for sale Loss on disposal of investments in subsidiaries Employees' compensation Dividend income Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable, net Other receivables Financial assets at amortised cost Inventories Prepayments Other current assets Changes in operating liabilities Notes payable Contract liabilities Accounts payable Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash inflow (used in) generated from operations Interest received Dividend received Interest paid Income taxes paid Net cash (used in) provided by operating activities	2023	2022
	$ 995,385 -	$ 1,364,804 (577)
	995,385 549,086 883 27,876 (39,186) 186,348 (72,657) (47,226) 3,558 - - (54,248) - - 2,757 (197,297) (50,730) (164,805) (63,369) 93,897 (1,919,763) 25,430 28,108 18,866 17,013 78,993 (25,094) (10,097) (43,200) (10,100)	1,364,227 584,363 4,820 12,665 75,791 166,833 (8,685) (122,395) 288 10 (78,313) (39,610) (57,204) 2,332 5,575 (137,065) 72,205 785,081 8,355 - (229,666) 25,687 (78,566) (114,084) 104,650 (220,402) (23,957) - (2,658) (15,411)
	(669,572) 58,671 239,749 (285,391) (234,514)	2,084,866 8,849 137,035 (251,069) (232,533)
	(891,057)	1,747,148

(Continued)

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Yem Chio Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

(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 investments accounted for using equity method Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of a subsidiary (deducted acquired cash and cash equivalents) Increase in financial assets at amortised cost Decrease in other receivables Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease in other non-current assets Decrease in liabilities directly related to non-current assets held for sale Proceeds from disposal of non-current assets held for sale Increase in other current liabilities Decrease in other non-current liabilities Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings (Decrease) increase in short-term notes and bills payable Proceeds from long-term borrowings Repayment of long-term borrowings Repayment of corporate bonds payable Repayment of lease liabilities Acquisition of minority interests Change in non-controlling interests Payment of cash dividends Gains from exercise of disgorgement Net cash provided by (used in) financing activities Effect of changes in foreign exchange rates Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	2023	2022
	(4,196,654) 3,897,186 (72,105) (1,156,874) 1,283,597 (37,815) (42,410) 632,285 (301,442) 2,564 (575) 10,130 - - - (16,820)	(2,121,808) 1,875,320 (21,193) (1,130,315) 1,224,698 - (241,313) - (461,582) 622 - 59,943 (11,689) 935,058 776 -
	1,067	108,517
	1,150,353 (330,000) 1,875,049 (1,499,445) (118,600) (43,373) (41,385) 20,967 (625,787) -	(2,238,046) 90,000 4,182,901 (2,975,098) - (39,350) - 22,001 (622,566) 291
	387,779	(1,579,867)
	36,752	130,998
	(465,459) 2,163,330	406,796 1,756,534
	$ 1,697,871	$ 2,163,330

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

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Attachment V

==> picture [154 x 30] intentionally omitted <==

Comparison Table for Amendments to the “Articles of Incorporation” Yem Chio Co., Ltd.

Comparison Table for Amendments to the “Articles of Incorporation”

Article	Provision after amendment	Current provision	Reason for amendment
Article 2:	The Company's line of business is as follows: 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 BuildingDevelopment and	The Company's line of business is as follows: 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	The Company plans to expand its scope of business and, in accordance with the Renewable Energy Development Act, use self-usage power generation equipment utilizing renewable energy the installed capacity of which is less than 2,000 kW, and sell the electricity generated by it on a wholesale basis to

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	Rental 11. J901020 Hotels and Motels 12. D101060 Self-usage Power Generation Equipment Utilizing Renewable Energy 13. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	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.	public electricity sales companies.
Article 21	The 43rd Amendment was made on June17, 2022 The 44 th Amendment was made on June 21, 2024	The 43rd Amendment was made on June17, 2022	The order number and date of amendment for the new provision are added.

37 -

Attachment VI Articles of Incorporation

YEM CHIO CO., LTD.

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:

C802160 Manufacture of Adhesive Tapes
CA02990 Manufacture of Other Fabricated Metal Products Not Elsewhere Classified
C805010 Manufacture of Plastic Sheets, Pipes and Tubes
C805020 Manufacture of Plastic Films and Bags
C601040 Manufacture of Processed Paper
F109070 Wholesale of Cultural, Educational, Musical Instruments and Educational Entertainment Supplies
F107190 Wholesale of Plastic Films and Bags
F113050 Wholesale of Computers and Office Machines/Equipment
F401010 International Trade
H701010 Housing and Building Development and Rental
J901020 Hotels and Motels
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.

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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.

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.

39 -

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.

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

40 -

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 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

41 -

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 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.

42 -

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. The 43rd Amendment was made on June17, 2022

43 -

Attachment VII

Rules and Procedures of Shareholders' Meeting YEM CHIO CO., LTD.

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

Rules and Procedures of Shareholders' Meeting

June 27, 2012 Approved for amendment by shareholders’ meeting

The Company’s Shareholders' Meeting (the "Meeting") shall be conducted in accordance with the Rules and Procedures.
The shareholders in the Rules and Procedures refer to shareholders and proxy assigned by shareholders as their representatives in the shareholders’ roster.
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.
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.
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

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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.

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 sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
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.
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.
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.
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.
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.
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
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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.

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.
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.
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.
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.
When a meeting is in progress, the chair may announce a break based on time considerations.
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."
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.
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 Shareholdings of All Directors

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YEM CHIO CO., LTD Shareholdings of All Directors

The paid-in capital stock of the Company is NT$6,792,084,670 and the total number of issued shares are679,208,467 shares.
Pursuant to Article 26 in the Securities and Exchange Act, the minimum shareholdings by all board directors shall be 21,734,671 shares. 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.
As of the book closure date reported at the shareholders' meeting (April 23, 2024), the number of shares held by directors individually and by the entire body thereof, recorded in the shareholder register are as follows:

r are as follows:
Title	Name	Shareholding s o closingdate	Percentage %
Chairman	INGS CHYUANG INTERNATIONAL CO., LTD. Chairman:Lee, Chih-Hsieh	42,748,839	6.29%
Director	INGS CHYUANG INTERNATIONAL CO., LTD：Lee, Su-Wei
Director	ASIA PLASTICS CO., LTD. : Lin, Si-Shan	52,974,405	7.80%
Director	ASIA PLASTICS CO., LTD. : Fang, Shu-Fen
Independent Director	Chen, Yen-Chun	0	0%
Independent Director	Wang, Chien-Chuan	0	0%
Independent Director	Chen, Shun-Fa	0	0%
	Total	95,723,244	14.09%

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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AI assistant

YC — AGM Information 2024

52391_rns_2024-06-28_7ada0eaf-a842-4373-9d46-a374a808fffb.pdf

YEM CHIO CO., LTD.

Meeting Agenda

Table of Contents

1. Meeting Procedures

2. Meeting Agenda

3. Report Items

4. Matters for Ratification

YEM CHIO CO., LTD. Distribution of 2023 Profits

5. Matters for Discussion

6. Extemporary Motions

Adjournment

7. Appendix

Business Report

Business report

(III) Financial Revenue and Expenditure and Profitability analysis

(V) Research development status:

Attachment II Audit and Risk Committee’s Review Report

Audit and Risk Committee’s Review Report

Attachment III

Remuneration of Directors (Including Independent Directors)

Unit: NT$ thousands

Attachment IV

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for Opinion

Key Audit Matters

Valuation of inventory

Valuation of investment property

Other matter

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

Yem Chio Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2023 and 2022

Yem Chio Co., Ltd.

Parent Company Only Balance Sheets

December 31, 2023 and 2022

Yem Chio Co., Ltd.

Parent Company Only Statements of Comprehensive Income

For the Years Ended December 31, 2023 And 2022

Yem Chio Co., Ltd.

Yem Chio Co., Ltd.

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022 (Expressed in thousands of New Taiwan dollars)

(Continued)

Yem Chio Co., Ltd.

Parent Company Only Statements of Cash Flows

For the Years Ended December 31, 2023 and 2022

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for Opinion

Key Audit Matters

matters.

Valuation of inventory

Valuation of investment property

Other matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Others

Notice to Readers

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 And 2022

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 And 2022

Yem Chio Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2023 and 2022

Yem Chio Co., Ltd. and Subsidiaries

YC AGM Information 2024