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YC — AGM Information 2025
Jul 2, 2025
52391_rns_2025-07-02_c0ecaebd-6f7b-4a3b-a21b-a04c2853ab51.pdf
AGM Information
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Stock Code: 4306
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YEM CHIO CO., LTD.
2025 Annual Shareholders’ Meeting
Meeting Agenda
Date: Friday, June 20, 2025 Place: No.397, Xingshan Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.) (B1 of Headquarters, YC Group)
Table of Contents
- MEETING PROCEDURES ......................................................................................................................................... - 1 - 2. MEETING AGENDA ................................................................................................................................................... - 2 - 3. REPORT ITEMS .......................................................................................................................................................... - 3 - 4. MATTERS FOR RATIFICATION .............................................................................................................................. - 5 - 5. MATTERS FOR DISCUSSION (I) .............................................................................................................................. - 6 - 6. MATTERS FOR ELECTION ....................................................................................................................................... - 7 - 7. MATTERS FOR DISCUSSION (II) .......................................................................................................................... - 10 - 8. EXTEMPORARY MOTIONS ................................................................................................................................... - 10 - 9. APPENDIX ................................................................................................................................................................. - 11 - BUSINESS REPORT ..................................................................................................................................................... - 11 - AUDIT AND RISK COMMITTEE’S REVIEW REPORT ........................................................................................... - 13 - REMUNERATION OF DIRECTORS (INCLUDING INDEPENDENT DIRECTORS) .............................................. - 14 - 2024 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (PARENT COMPANY ONLY FINANCIAL STATEMENT) ......................................................................................................................................... - 15 - 2024 INDEPENDENT AUDITORS’ REPORT AND FINANCIAL STATEMENTS (CONSOLIDATED FINANCIAL STATEMENT) ............................................................................................................................................................... - 26 - COMPARISON TABLE FOR AMENDMENTS TO THE “ARTICLES OF INCORPORATION” ............................. - 38 - ARTICLES OF INCORPORATION .............................................................................................................................. - 43 - RULES AND PROCEDURES OF SHAREHOLDERS' MEETING ............................................................................. - 49 - PROCEDURES FOR ELECTION OF DIRECTOR ...................................................................................................... - 52 - SHAREHOLDINGS OF ALL DIRECTORS ................................................................................................................. - 55 -
1. Meeting Procedures
YEM CHIO CO., LTD
2025 Annual Shareholders’ Meeting Meeting Procedures
-
(1) Call Meeting to Order
-
(2) Chairman’s Address
-
(3) Report Items
-
(4) Matters for Ratification
-
(5) Matters for Discussion (I)
-
(6) Matters for Election
-
(7) Matters for Discussion (II)
-
(8) Extemporary Motions
-
(9) Adjournment
-
1 -
2. Meeting Agenda
Meeting Agenda, 2025 Annual Shareholders’ Meeting, YEM CHIO CO., LTD Date: Friday, June 20, 2025
Place: No.397, Xingshan Rd., Neihu Dist., Taipei City 114, Taiwan (R.O.C.)
- (B1 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:
-
2024Business Report
-
2024 Audit and Risk Committee’s Audit Report
-
Report on 2024 remuneration distribution to employees.
-
Report on 2024 Earnings Distribution and Cash Dividends
-
Report on the implementation of buyback of treasury stocks
-
2024 Report on receiving of remuneration by directors
-
Others
-
(4) Matters for Ratification
-
Proposal for 2024 Business Report and Financial Statements
-
Proposal for Distribution of 2024 Earnings
-
(5) Matters for Discussion (I)
-
Proposal for amendment of the “Articles of Incorporation”.
-
Proposal for a new share issue through capitalization of earnings.
-
(6) Matters for Election Proposal for the full re-election of directors
-
(7) Matters for Discussion (II)
Proposal of Releasing the Prohibition on the Directors from Participating in Competitive Business
-
(8) Extemporary Motions
-
(9) Adjournment
-
2 -
3. Report Items
Proposal 1: 2024 Business Report Explanatory Notes: For the 2024 Business Report, please refer to P. 11 of this manual.
Proposal 2: 2024 Audit and Risk Committee’s Review Report Explanatory Notes: For the 2024 Audit and Risk Committee’s Review Report, please refer to P.13 of this manual.
Proposal 3: Report on 2024 remuneration distribution to employees. Explanatory Notes: 2024 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$921,771,300 (i.e., pre-tax benefits minus the benefits before distribution of employee remuneration) in 2024, and 0.5% of employee compensation (in cash) is set aside, totaling NT$ 4,608,857, all paid in cash.
Proposal 4: Adoption of the Proposal for Distribution of 2024 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$663,487,467 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 | 14~~th~~Session |
|---|---|---|
| Date of Board Resolution |
March 10, 2020 | May 13, 2020 |
| Buyback Purpose | Transfer shares to employees |
Transfer shares to employees |
| Estimated Buyback Period |
March 11, 2020- May 8, 2020 |
March 14, 2020- July 13, 2020 |
| Actual Buyback Period |
March 12, 2020- April 27, 2020 |
March 22, 2020- July 13, 2020 |
| Buyback Method | Centralized market buyback of securities |
Centralized market buyback of securities |
| Buyback Period Price |
NT$9~ NT$16 | NT$9~ NT$16.2 |
- 3 -
| Estimated Buyback Volume |
Common shares 10,000,000 shares |
Common shares 10,000,000 shares |
|---|---|---|
| Buyback Types and Volume |
Common shares 8,699,000 shares |
Common shares 7,022,000 shares |
| Buyback amount | NT$85,553,642 | NT$84,796,395 |
| Average buyback price, per share |
NT$9.83 | NT$12.08 |
| Number of shares cancelled and transferred |
0 shares | 0 shares |
| Cumulative number of shares held by the company |
8,699,000 shares | 15,721,000 shares |
| The ratio of the cumulative number of shares held by the company to the total number of issued shares(%) |
1.28% |
2.31% |
Proposal 6: 2024 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.14 in this meeting book.
-
4 -
Proposal 7: Others: None
4. Matters for Ratification
Proposal 1 (Proposed by the Board of Directors)
Subject: Filing of the 2024 Business Report and Financial Statements
Explanation:
-
The business report and 2024 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.11 and P.15-37 of this meeting agenda.
Resolution:
Proposal 2 (Proposed by the Board of Directors)
Subject: Adoption of the Proposal for Distribution of 2024 Profits
Explanation:
Proposal for Distribution of 2024 Profits is detailed below: YEM CHIO CO., LTD. Distribution of 2024 Profits
| xplanation: roposal for Distribution of 2024 Profits is detailed below: YEM CHIO CO., LTD. Distribution of 2024 Profits |
|
|---|---|
| Unit: NT$ | |
| Item | Amount |
| Unappropriated earnings ofJanuary1,2024 | 1,060,911,047 |
| Plus: Net Incomeafter tax 2024 | 816,888,266 |
| Plus:Remeasurements of DefinedBenefitObligations | 3,478,083 |
| Plus:Disposalof Financial Assetsat FVTOCI 2024 | 441,823,371 |
| The net profit after tax for the current period plus items other than the net profit for the current period are included in theamountofundistributed surplusfor the currentyear |
1,262,189,720 |
| Less:Legalsurplusreserve,10% | (126,218,972) |
| Less: Specialsurplusreserve | (70,403,885) |
| Distributable earnings of December31,2024 | 2,126,477,910 |
| Less: Cashdividends (NT$1pershare) | (663,487,467) |
| Less: Stockdividends (NT$0.2pershare) | (132,697,490) |
| Unappropriated earnings of December31,2024 | 1,330,292,953 |
Person in Charge: Lee, Chih-Hsieh Manager: Fang, Shu-Fen Accountant in charge: Chou, Yun-Ting
- 5 -
Resolution:
5. Matters for Discussion (I)
Item 1: Submitted by the Board of Directors
Proposal: Amendment to the “Articles of Incorporation” is submitted for discussion.
-
Description: 1. According to the announcement of the FSC on August 7, 2024, Article 14.6 of the Securities and Exchange Act was added to the Article 14 of the Securities and Exchange Act, which requires that listed and TPEx-listed companies shall specify in the Articles of Incorporation that a certain percentage of the annual earnings shall be appropriated for salary adjustment or payment of remuneration in favor of the entry-level employees. In addition, as the operating items related to the Company's specialized chemicals are added, some provisions of the Articles of Incorporation are amended.
-
For the comparison table for amendments to the “Articles of Incorporation,” see P.38 of this Handbook.
Item 2: Submitted by the Board of Directors
Proposal: The proposal for issuing new shares by converting earnings into share capital is submitted for your discussion.
-
Description: 1. In order to supplement working capital, the Company intended to transfer the dividend of NTD 132,697,490 from the distributable earnings for 2024 into share capital to issue 13,269,749 new shares with a par value of NTD 10 per share.
-
20 bonus shares will be distributed for every 1,000 shares according to the shareholding ratio indicated on the register of shareholders at the base date for capital increase. Any fractional shares less than one share shall be distributed as cash discounts according to the par value to the nearest NTD in accordance with Article 240 of the Company Act (to offset the fees for centralized custody transfer and tokenless registration); shareholders may apply to the Company's stock agency to the Company's stock agency to round up whole shares within five days from the base date. If fractional shares are not rounded up within the deadline or are still less than one share after rounding up, the shareholders' meeting will authorize the chairperson to contact specific persons to acquire them at the par value.
-
The rights and obligations in relation to the new shares issued for this capital increase are the same as those of the originally issued shares, and they are issued paperlessly.
-
6 -
-
If the number of outstanding shares is affected due to any change in the Company's share capital, resulting in a change in the capitalization issue ratio and the need for revision, it is proposed to request the shareholders' meeting to authorize the chairman to handle it at sole discretion.
-
Once the proposal is adopted by the shareholders' meeting and submitted to the competent authority for approval, it is proposed to request the shareholders' meeting authorize the board of directors to determine the base date and all other matters related to the issuance of the rights shares.
-
If the above matters related to the capital increase are revised as approved by the competent authority or in response to the facts, it is proposed to request the shareholders' meeting to authorize the Board of Directors to handle them at sole discretion.
-
The proposal is submitted for your discussion.
Resolution:
6. Matters for Election
Proposal 1 (Proposed by the Board of Directors)
Subject : Proposal for the full re-election of directors, please vote.
-
Explanation : 1. The office of the incumbent directors of the Company expires on June 16, 2025, and according to Article 195 of the Company Act, if the term of office expires before re-election, the office may be extended until the re-elected directors take office.
-
According to the Articles of Incorporation of the company, 7 directors (including 3 independent directors) will be elected, the term is 3 years, from June 20, 2025 to June 19, 2028. The term of the original directors will end at the completion of this general meeting of shareholders. 。
-
Candidates ’ nomination system is adopted by the company for election of the directors of the company, the relevant information on the list of candidates for directors (including independent directors) is set out as follows :
| Title | Name | Education | Experience | Current Position | Current Shareholding |
|---|---|---|---|---|---|
| Director | Ings Chyuang International Co., Ltd. Representative: Lee, Shu-Wei |
- | - | - | 42,748,839 |
| Master Of International Business, Ming Chuan University |
General Manager, Ningbo Asia Plastics Technology Co., Ltd.; General Manager, Yem Chio Co., Ltd. General Manager, Wong Chio Development, Ltd. Director of |
Real estate business group CEO of Yem Chio Co., Ltd. Chairman of Yem Chio Hotel CO., LTD. |
- 7 -
| Finance Department and Human Resources Department of Yem Chio Headquarters. Special Assistant of the President |
|||||
|---|---|---|---|---|---|
| Director | Ings Chyuang International Co., Ltd. Representative: Lee, Chi-Cheng |
- | - | - | 42,748,839 |
| Master of Mech anical E ngineering, Nati onal Taiwan Un iversity Master of Busin ess, Graduate School of Mana gement, National Taiwan University |
Chief Operating Officer and Deputy Chi ef Executive Officer of ACHEM TECH NOLOGY CORPORATION in China. Vice Chairman of ACHEM TECHNO LOGY CORPORATION. |
Chairman of Yem Chio Distribution CO., LTD. Chairman of ACHEM TECHNOLOGY CORPORATION. Manufacturing Business CEO of YEM CHIO Group. |
|||
| Director | Asia Plastics Co., Ltd. Representative: Lin, Si-Shan |
- | - | - | 52,974,405 |
| Mingdao Middle School |
General Manager of Haojun Constructi on Co., Ltd., Chairman and Gene ral Manager of Hausen Construction Company |
Chairman and General Manager of Hausen Construction Company |
|||
| Director | Asia Plastics Co., Ltd. Representative: Fang, Shu-Fen |
- | - | - | 52,974,405 |
| Master of Accounting, Northern Illinois University |
Accounting manager, ACHEM Opto-Electronic Corporation; Deputy Director, Administration Division of ACHEM Opto-Electronic Corporation Director of Administration Division and Special Assistant of President, Yem Chio Co., Ltd. |
General Manager of Yem Chio Co., Ltd. | |||
| Independent Director |
Chen, Yan-Jun | Institute of International Business, National Taiwan University |
1.Chairman, General Manager, Chief Investment Strategy Officer of Can Star Netcom (Stock) Company 2.Chairman, Chief Executive Officer, Chief Risk Control Officer, General Manager of Group Finance of TSANN KUEN ENTERPRISE CO., LTD. |
Chairman of Junlin Co., Ltd.; Independent Director (member of the Audit Committee and the Sustainability Committee) of TECO Image Systems Co., Ltd.; Member of the Remuneration Committee and the Nomination Committee of UNIVERSAL VISION |
0 |
- 8 -
| 3. Chairman of Can Star International Travel Service (Stock) Company. 4.Vice Chairman and Chief Strategy Officer of HOLA Hele (Stock) Company. 5.Chief Financial Officer of HOLA (Stock) Company Group, Deputy General Manager of Business and Marketing Development Center. |
BIOTECHNOLOGY CO., LTD. | ||||
|---|---|---|---|---|---|
| Independent Director |
Wang, Jian-Chuan |
PhD in Economics, Purdue University |
Advisor at the Ministry of Economic Affairs, Member of the Industry Advisory Committee of the Ministry of Economic Affairs, Advisor and Writer at the Economic Development Advisory Committee of the Office of the President, 9th Chairman and Academician of the Taiwan Asia Pacific Industrial Analysis Association, Chairman of the Smart Mobility Association Taiwan, Member of the Executive Yuan's Tax Reform Committee, Director and Researcher at Third Research Division of Chung-Hua Institution for Economic Research |
Vice President of Chung-Hua Institution for Economic Research and Vice CEO of the WTO and RTA Center; Supervisor of ECSY Network Co., Ltd.; Representative of Corporate Director of Asia Pacific Emerging Industry Venture Capital Co., Ltd. and Far EasTone Telecommunications Co., Ltd., and Director of Taiwan Nano & Micro-Photonics Co., Ltd. |
0 |
| Independent Director |
Hong, Jung-Ting |
MBA, Oregon State University |
Assistant General Manager of Cost Management, Nan Ya Plastics Corporation; President of Yuanta Securities Financial Co., Ltd. |
None | 0 |
- For the Procedures for Election of director, please refer to P.52-54 of the meeting agenda.
Results of election:
- 9 -
7. Matters for Discussion (II)
Proposal 1 (Proposed by the Board of Directors)
Subject:Proposal for Removal of non-compete restrictions on new directors and their representatives, please discuss.
Explanation:1. According to Article 209, item 1, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act - 8 - and secure its approval.
-
The new directors of the company may invest or operate the same or similar business scope as the company. Without prejudice to the interests of the company, it is proposed to submit to the shareholders' meeting in accordance with the law to remove the non-compete restrictions on the new directors and their representatives.
-
The details of the removal matters of directors are as follows, please discuss.
| Title | Name | Other Position |
|---|---|---|
| Director | Ings Chyuang International Co., Ltd. Representative: Lee, Shu-Wei |
Director of Ings Chyuang International Co., Ltd. Director of Asia Plastics Co., Ltd. Director of Ying Chung Co., Ltd. Director of Jhou Ji International Limited Company. Director of Master Bao (Shanghai) Material Technology Co., Ltd. Director of Achem Technology (Wuhan) Co., Ltd. |
| Director | Ings Chyuang International Co., Ltd. Representative: Lee, Chi-Cheng |
Chairman of Yem Chio Distribution CO., LTD. Director of Ings Chyuang International Co., Ltd. Director of Asia Plastics Co., Ltd. Director of Yong Chen International Limited Company. Director of UNIPEX GLOBAL CO., LTD. Director of Foshan Inder Adhesive Product Co., Ltd. Director of Winda Opto-Electronics Co., Ltd. Director of Master Bao (Shanghai) Material Technology Co., Ltd. Director of Achem Technology (Wuhan) Co., Ltd. |
| Director | Asia Plastics Co., Ltd. Representative: Lin, Si-Shan |
Chairman and General Manager of Hausen Construction Company |
| Director | Asia Plastics Co., Ltd. Representative: Fang, Shu-Fen |
Director of KING SUN NEW TECH CO., LTD. |
| Independent Director |
Chen, Yan-Jun | Chairman of Junlin Co., Ltd.; Independent Director of TECO Image Systems Co., Ltd. |
| Independent Director |
Wang, Jian-Chuan | Representative of Corporate Director of Asia Pacific Emerging Industry Venture Capital Co., Ltd. and Far EasTone Telecommunications Co., Ltd., and Director of Taiwan Nano & Micro-Photonics Co., Ltd. |
Resolution:
8. Extemporary Motions
Adjournment
- 10 -
9. Appendix
Attachment I
Business Report
Business report
-
I. Operating Performance in 2024
-
(I) Business plan implementation results
-
(1) Sales: The net consolidated sales revenue in 2024 was NT$15,891,082 thousand, a 20.2% increase from 2023. The contribution of the tape manufacturing department was NT$10,610,128 thousand at a rate of 66.8%.
-
(2) Production: In 2024, about 1.30311 billion m2 of glue was used for tapes and the production volume of the films was 78,455 tons.
-
(II) Consolidated business results summary (Unit: NT$ thousand)
| (II)Consolidated business resu | lts summary ( | Unit: NT$ thousand) | |
|---|---|---|---|
| Item | 2024 | 2023 | Percent Change |
| Operating Revenue | 15,891,082 | 13,223,736 |
20.2% |
| Operating Costs | 13,265,074 | 11,045,427 |
20.1% |
| Operating Margin | 2,626,008 | 2,178,309 |
20.6% |
| Operating Expenses | 1,597,710 | 1,505,783 |
6.1% |
| Operating Profit | 1,028,298 | 672,526 |
52.9% |
| Net Non-operating Income | 115,784 | 322,859 |
-64.1% |
| Income before Tax | 1,144,082 | 995,385 |
14.9% |
| Income tax expense | 254,711 | 139,847 |
82.1% |
| Net income | 889,371 | 855,538 |
4.0% |
- (III) Financial Revenue and Expenditure and Profitability analysis
The Consolidated income and expenditure overview comparison is illustrated as follows:
Income: (Unit: NT$ thousand)
| e: | ( | Unit: NT$thousand) | |
|---|---|---|---|
| Item | 2024 | 2023 | Percent Change |
| OperatingIncome | 15,891,082 | 13,223,736 |
20.2% |
| Non-OperatingIncome | 645,601 |
574,282 |
12.4% |
| Total | 16,536,683 | 13,798,018 |
19.8% |
- 11 -
Expenditure : (Unit: NT$ thousand)
| iture: | (Unit: NT$ thousand) | ||
|---|---|---|---|
| Item | 2024 | 2023 | Percent Change |
| OperatingCost | 13,265,074 | 11,045,427 |
20.1% |
| OperatingExpense | 1,597,710 | 1,505,783 |
6.1% |
| Non-Operating Expense |
529,817 | 251,423 |
110.7% |
| Total | 15,392,601 | 12,802,633 |
20.2% |
(IV) Revenue structure analysis: The company's consolidated net revenue in 2024 was NT$15.89 billion. The total net revenue of each department of the company is illustrated as follows:
| (Unit: NT$ thousand) | (Unit: NT$ thousand) | |
|---|---|---|
| Item | Amount | Percentage |
| Tape ManufacturingDepartment | 10,610,128 | 66.8% |
| Distribution Business Group | 1,436,198 | 9.1% |
| Real Estate Business Group | 2,961,595 | 18.6% |
| Special Chemistry Department | 465,066 | 2.9% |
| New Energy Department | 418,095 | 2.6% |
| Total | 15,891,082 | 100.0% |
(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
- 12 -
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 2024 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,
2025 Annual General Meeting of YEM CHIO CO., LTD.
Chairman of the Audit and Risk Committee:
Chen, Yen-Chun
March 14, 2025
- 13 -
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/ 0.0073% |
60/ 0.0073% |
2,300 | 2,300 | - | - | 82 | - | 82 | - | 2442/ 0.2989% |
2442/ 0.2989% |
None | |
| Director | Ings Chyuang International Co., Ltd Representative: Lee,Su-Wei |
60 |
60 | - | - | - | - | - | 60/ 0.0073% |
60/ 0.0073% |
2,290 | 2,290 | 108 | 108 | 110 | - | 110 | - | 2568/ 0.3144% |
2568/ 0.3144% |
None | |
| Director | Asia Plastics Co., Ltd. Representative: Lin,Si-Shan |
60 |
60 | - | - | - | - | 36 | 36 | 96/ 0.0118% |
96/ 0.0118% |
- | - | - | - | - | - | - | - | 96/ 0.0118% |
96/ 0.0118% |
None |
| Director | Asia Plastics Co., Ltd. Representative: Fang,Shu-Fen |
60 |
60 | - | - | - | - | - | - | 60/ 0.0073% |
60/ 0.0073% |
2,913 | 2,913 | 108 | 108 | 124 | - | 124 | - | 3205/ 0.3923% |
3205/ 0.3923% |
None |
| Independent Director |
Chen, Yen- Chun |
60 | 60 | - | - | - | - | 36 | 36 | 96/ 0.0118% |
96/ 0.0118% |
- | - | - | - | - | - | - | - | 96/ 0.0118% |
96/ 0.0118% |
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: 90 thousands NTD dollars. ~~14~~ |
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: 90 thousands NTD dollars.
~~- 14 -~~
Attachment IV
2024 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, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the year then ended December 31, 2024 and 2023, 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, 2024, and 2023, and its parent company only financial performance and cash flows for the year ended December 31, 2024, and 2023, in conformity with the requirement of 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 Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2024. 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 2024 parent company only financial statements are stated as follows:
- 15 -
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(5) 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, 2024 and 2023, the fair value of investment property was $1,343,740 and $2,165,699, constituting 5 % and 9 % of total assets, respectively. 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.
Please refer to Notes 4, 5 and 6(8) of the parent company only financial statements for the accounting policies, significant accounting estimates and the information about investment property, respectively.
- 16 -
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 $1,255,679 and $1,207,009, constituting 5% and 4% of total assets as at December 31, 2024 and 2023, respectively, and the comprehensive gains (loss) amounted to $48,670 and ($254), constituting 6% and (0)% of total comprehensive income for the year ended December 31, 2024 and 2023, respectively.
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 arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
17 -
-
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.
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.
- 18 -
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 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, 2025
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 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.
- 19 -
Yem Chio Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2024 and 2023
(Expressed in thousands of New Taiwan Dollars)
| Assets Current assets 1100 Cash and cash equivalents 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 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 |
Notes 6(1) 6(2) and 8 6(3) and 8 6(4) and 16 6(4) and 16 7 6(19) and 7 5, 6(5), 7 and 8 6(19) and 7 6(2) 6(3) and 8 6(6) 6(7), 7 and 8 6(17) 5, 6(8), 6(17) , 7 and 8 6(20) 8 |
December 31, 2024 AMOUNT % $ 317,214 1 1,422,985 5 645,901 2 20,623 - 218,852 1 136,368 1 5,053 - 12,599 - - - 11,440,487 42 422,224 2 14,642,306 54 5,597 - 13,561 - 6,653,720 25 4,152,042 16 53,415 - 1,343,740 5 99 - 36,314 - 29,685 - 12,288,173 46 $ 26,930,479 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
| AMOUNT $ 317,214 1,422,985 645,901 20,623 218,852 136,368 5,053 12,599 - 11,440,487 422,224 14,642,306 5,597 13,561 6,653,720 4,152,042 53,415 1,343,740 99 36,314 29,685 12,288,173 $ 26,930,479 |
AMOUNT $ 338,716 1,214,833 397,079 38,145 236,311 111,136 20,418 637,600 202 9,104,511 565,176 12,664,127 5,597 59,147 6,191,621 3,479,364 56,059 2,165,699 122 69,610 4,965 12,032,184 $ 24,696,311 |
% | ||
| 1 5 2 - 1 - - 3 - 37 2 |
||||
| 51 | ||||
| - - 26 14 - 9 - - - |
||||
| 49 | ||||
| 100 |
(Continued)
- 20 -
Yem Chio Co., Ltd.
Parent Company Only Balance Sheets (Continued)
December 31, 2024 and 2023
(Expressed in thousands of New Taiwan Dollars)
| Liabilities and Equity 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 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 3400 Other equity 3500 Treasury stocks 3XXX Total equity 3X2X Total liabilities and equity |
Notes 6(9) and 8 6(10) 6(15) and 7 7 7 6(17) 6(12) and 8 6(12) and 8 6(20) 6(17) 6(6) and 6(13) 6(14) 6(14) 6(14) 6(7) 6(14) |
December 31, 2024 AMOUNT % $ 3,602,000 13 50,000 - 311,314 1 51,407 - 154,456 1 15,941 - 165,254 1 598,477 2 42,385 - 2,673 - 3,961,199 15 33,165 - 8,988,271 33 4,404,300 17 86,487 - 52,057 - 175,502 1 4,718,346 18 13,706,617 51 6,792,085 25 - - 2,755,697 10 676,958 3 560,736 2 2,323,104 9 529,627 2 ( 414,345) ( 2) 13,223,862 49 $ 26,930,479 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
| AMOUNT $ 3,602,000 50,000 311,314 51,407 154,456 15,941 165,254 598,477 42,385 2,673 3,961,199 33,165 8,988,271 4,404,300 86,487 52,057 175,502 4,718,346 13,706,617 6,792,085 - 2,755,697 676,958 560,736 2,323,104 529,627 ( 414,345) 13,223,862 $ 26,930,479 |
AMOUNT $ 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 9,043,608 2,673,278 89,223 54,255 838,403 3,655,159 12,698,767 6,582,467 66,857 2,718,738 568,926 511,756 1,868,613 94,532 ( 414,345) 11,997,544 $ 24,696,311 |
% | ||
| 17 2 3 - - - 1 - - - 13 - |
||||
| 36 | ||||
| 12 - - 3 |
||||
| 15 | ||||
| 51 | ||||
| 27 - 11 2 2 6 1 ( 2) |
||||
| 49 | ||||
| 100 |
The accompanying notes are an integral part of these consolidated financial statements.
- 21 -
Yem Chio Co., Ltd.
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars, except for earnings per share)
| Items | Notes | 2024 | 2023 | ||
|---|---|---|---|---|---|
| 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 profit (loss) Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other losses and gains 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 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 8349 Income tax related to components of other comprehensive income that will not be reclassified subsequently 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 8300 Total other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
6(15) and 7 6(5), 6(18) and 7 6(13), 6(16), 6(17) and 6(18) 7 6(19) and 7 6(19) and 7 6(19) and 7 6(6) 6(20) 6(13) 6(20) 6(21) |
$ 5,363,933 ( 4,878,651) |
100 (91) |
$ 2,657,952 ( 2,600,404) |
100 (98) |
| 485,282 | 9 | 57,548 | 2 | ||
| ( 176,524) ( 150,631) |
( 3) (3) |
( 112,368) ( 121,812) |
( 4) (5) |
||
| ( 327,155) |
(6) | ( 234,180) |
(9) | ||
| 158,127 | 3 | ( 176,632) |
(7) | ||
| 13,287 140,156 ( 712,103) ( 173,086) 1,489,642 |
- 2 ( 13) ( 3) 28 |
20,404 268,244 35,356 ( 69,272) 740,118 |
1 10 1 ( 3) 28 |
||
| 757,896 | 14 | 994,850 | 37 | ||
| 916,023 ( 99,134) |
17 (2) |
818,218 ( 17,013) |
30 (1) |
||
| $ 816,889 | 15 | $ 801,205 | 29 | ||
| $ 1,193 595,238 10,788 ( 239) |
- 11 - - |
$ 2,758 395,498 22,119 ( 552) |
- 15 1 - |
||
| 606,980 | 11 | 419,823 | 16 | ||
| 237,932 35,485 |
5 1 |
( 27,823) ( 22,025) |
( 1) (1) |
||
| 273,417 | 6 | ( 49,848) |
(2) | ||
| $ 880,397 | 17 | $ 369,975 | 14 | ||
| $ 1,697,286 | 32 | $ 1,171,180 | 43 | ||
| $ | 1.27 | $ | 1.30 | ||
| $ | 1.24 | $ | 1.21 |
The accompanying notes are an integral part of these consolidated financial statements.
- 22 -
Yem Chio Co., Ltd. Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2024 and 2023 (Expressed in thousands of New Taiwan dollars
| 2023 Balance at January 1, 2023 Net income Other comprehensive income Total comprehensive income Appropriations and distribution of retained earnings for the year ended December 31, 2022 Cash dividends Legal reserve Special reserve Disposal of equity investment valued at fair value through other comprehensive income Disposal of investments in equity instruments designated at fair value through other comprehensive income of subsidiaries Adjustments recognised not based on the shareholding ratio Conversion of convertible corporate bonds Conversion of certificates of bonds-to-share Subsidiaries holding the Company’s stocks are regarded as treasury stocks and receive cash dividends Balance at December 31, 2023 2024 Balance at January 1, 2024 Net income Other comprehensive income Total comprehensive income Appropriations and distribution of retained earnings for the year ended December 31, 2023 Cash dividends Legal reserve Special reserve Disposal of equity investment valued at fair value through other comprehensive income Conversion of convertible corporate bonds Conversion of certificates of bonds-to-share Stock options forfeited Adjustments for dividends subsidiaries received from parent company From share of changes in equities of subsidiaries Balance at December 31, 2024 |
Capital | Capital | Capital surplus | Retained Earnings | Unappropriated retained earnings $ 1,549,179 801,205 7,687 808,892 ( 625,787) ( 101,051) ( 34,048) 264,895 6,533 - - - - $ 1,868,613 $ 1,868,613 816,889 3,479 820,368 ( 650,688) ( 108,032) ( 48,980) 441,823 - - - - - $ 2,323,104 |
Other EquityInterest | Revaluation property surplus $ 439,576 - - - - - - - - - - - - $ 439,576 $ 439,576 - - - - - - - - - - - - $ 439,576 |
Treasurystocks ($ 414,345) - - - - - - - - - - - - ($ 414,345) ($ 414,345) - - - - - - - - - - - - ($ 414,345) |
Total equity | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Certificate of entitlement to new shares from convertible bonds |
Legal reserve $ 467,875 - - - - 101,051 - - - - - - - $ $568,926 $ $568,926 - - - - 108,032 - - - - - - - $ 676,958 |
Special reserve $ 477,708 - - - - - 34,048 - - - - - - $ $511,756 $ $511,756 - - - - - 48,980 - - - - - - $ 560,736 |
Financial statements translation differences of foreign operations ($ 313,587) - ( 51,208) ( 51,208) - - - - - - - - - ($ 364,795) ($ 364,795) - 272,932 272,932 - - - - - - - - - ($ 91,863) |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income ($ 122,317) - 413,496 413,496 - - - ( 264,895) ( 6,533) - - - - $ 19,751 $ 19,751 - 603,986 603,986 - - - ( 441,823) - - - - - $ 181,914 |
||||||
| $ 6,404,897 | $ 10,000 | $ 2,638,722 | $ 11,137,708 | ||||||||
| - - |
- - |
- - |
801,205 369,975 |
||||||||
| - | - | - | 1,171,180 | ||||||||
| - - - - - - - 177,570 - |
- - - - - - 234,427 ( 177,570) - |
- - - - - 43,512 18,081 - 18,423 |
( 625,787) - - - - 43,512 252,508 - 18,423 |
||||||||
| $ 6,582,467 | $ 66,857 | $ 2,718,738 | $ 11,997,544 | ||||||||
| $ 6,582,467 | $ 66,857 | $ 2,718,738 | $ 11,997,544 | ||||||||
| - - |
- - |
- - |
816,889 880,397 |
||||||||
| - | - | - | 1,697,286 | ||||||||
| - - - - - 209,618 - - - |
- - - - 142,761 ( 209,618) - - - |
- - - - 6,026 - 12,589 18,423 ( 79) |
( 650,688) - - - 148,787 - 12,589 18,423 ( 79) |
||||||||
| $ 6,792,085 | $ - | $ 2,755,697 | $ 13,223,862 |
The accompanying notes are an integral part of these parent company only financial statements.
- 23 -
Yem Chio Co., Ltd.
Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
| (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 on disposal of property, plant and equipment Impairment loss on property, plant, and equipment Gain on fair value adjustment of investment property Impairment loss on receivable from related parties 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 operations Interest received Dividend received Interest paid Income taxes paid Net cash used in by operating activities |
2024 | 2023 |
| $ 916,023 201,083 22 - 173,086 ( 13,287) ( 1,489,642) ( 30) 164,459 ( 29,373) 605,880 ( 52,533) 17,522 17,458 ( 25,232) 15,567 19,120 ( 2,223,390) 9,422 119,623 ( 43,637) ( 365,594) 46,721 ( 2,011) 51,223 639 ( 7,968) ( 129) |
$ 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 |
|
| ( 1,894,978) 13,287 52,533 ( 279,896) ( 34,890) |
( 2,383,265) 19,901 181,212 ( 182,760) ( 35,037) |
|
| ( 2,143,944) |
( 2,399,949) |
(Continued)
- 24 -
Yem Chio Co., Ltd.
Parent Company Only Statements of Cash Flows (Continued)
For the Years Ended December 31, 2024 and 2023
(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 Return of investment from liquidation of investee company accounted for using the equity method Return of capital from reduction of capital in investee company accounted for using the equity method (Increase) decrease 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 (Increase) decrease in other non-current assets Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Decrease in short-term notes and bills payable Increase in other payables - related parties Proceeds from long-term borrowings Repayment of long-term borrowings Repayments of corporate bonds payable Repayment of lease liabilities Payment of cash dividends Net cash provided by financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2024 | 2023 |
|---|---|---|
| - - ( 130,270) ( 2,153,226) 2,540,312 5,060 128,701 ( 203,235) 665,022 ( 183,746) 30 ( 24,720) |
( 297) 295 ( 72,105) ( 1,127,946) 1,267,704 - - 40,633 1,122,636 ( 463,394) 60 80 |
|
| 643,928 | 767,666 | |
| ( 585,493) ( 350,000) 522,756 7,566,999 ( 5,020,778) ( 405) ( 3,877) ( 650,688) |
1,716,401 ( 150,000) 70,000 1,875,049 ( 1,469,021) - ( 3,844) ( 625,787) |
|
| 1,478,514 | 1,412,798 | |
| ( 21,502) 338,716 |
( 219,485) 558,201 |
|
| $ 317,214 | $ 338,716 |
The accompanying notes are an integral part of these consolidated financial statements.
- 25 -
2024 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, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year ended December 31, 2024 and 2023, 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 the other auditors (please refer to the Other Matter ) , the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and cash flows for the years ended December 31, 2024 and 2023, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the 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 consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- 26 -
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, 2024 and 2023, the fair value of investment property was $2,399,775 and $2,294,881, constituting 7% and 8% of total assets, respectively. 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.
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.
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.
- 27 -
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 $1,728,606 and $1,625,238, constituting 5% and 5% of consolidated total assets as at December 31, 2024 and 2023, respectively, and net operating revenue amounted to $2,738,331 and $1,186,474, constituting 17% and 9% of consolidated operating revenue for the year ended December 31, 2024 and 2023, respectively.
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 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:
-
28 -
-
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.
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.
- 29 -
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2024 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 on the parent company only financial statements of the Group as of and both for the years ended December 31, 2024 and 2023.
Liu, Jung Chin Hsieh, Sheng-An Ernst & Young, Taiwan March 14, 2025
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 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.
- 30 -
Yem Chio Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
December 31, 2024 and 2023
(Expressed in thousands of New Taiwan Dollars)
| Assets 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 1510 Financial assets at fair value through profit or loss - non-current 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 |
Notes 6(1) 6(2) 6(3) and 8 6(4) and 8 6(5) and 19 6(5) 、19、7 and 86(6) and 8 7 6(2) 6(3) 6(4) and 8 6(7) 6(8) and 8 6(20) 6(9) and 8 6(10) and 25 6(23) 8 |
December 31, 2024 AMOUNT % $ 2,360,882 7 545,305 2 1,422,985 4 1,394,610 4 371,053 1 2,196,257 6 120,327 - 13,256,338 37 451,904 1 212,549 1 22,332,210 63 1,000 - 118,764 - 22,567 - 1,043,936 3 8,442,100 24 315,287 1 2,399,775 7 292,849 1 157,489 1 61,249 - 12,855,016 37 $ 35,187,226 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
| AMOUNT $ 2,360,882 545,305 1,422,985 1,394,610 371,053 2,196,257 120,327 13,256,338 451,904 212,549 22,332,210 1,000 118,764 22,567 1,043,936 8,442,100 315,287 2,399,775 292,849 157,489 61,249 12,855,016 $ 35,187,226 |
AMOUNT $ 1,697,871 794,086 1,214,833 698,414 349,701 2,214,185 157,808 10,612,544 467,720 288,588 18,495,750 - 84,840 62,664 1,061,432 8,386,151 322,711 2,294,881 185,670 207,563 39,075 12,644,987 $ 31,140,737 |
% | ||
| 5 3 4 2 1 7 - 34 2 1 |
||||
| 59 | ||||
| - - - 3 27 1 8 1 1 - |
||||
| 41 | ||||
| 100 |
(Continued)
- 31 -
Yem Chio Co., Ltd. and Subsidiaries
Consolidated Balance Sheets (Continued)
December 31, 2024 and 2023
(Expressed in thousands of New Taiwan Dollars)
| Liabilities and Equity 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 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 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 |
Notes 6(11) and 8 6(12) 6(18) and 7 6(20) 6(14) 、(15) and 86(13) 6(15) and 8 6(23) 6(20) 6(16) 6(17) 6(17) 6(17) 6(17) 6(17) |
December 31, 2024 AMOUNT % $ 6,055,610 17 50,000 - 476,432 2 236,167 1 759,961 2 723,310 2 104,414 - 40,641 - 4,124,158 12 52,951 - 12,623,644 36 8,078,152 23 495,967 2 95,018 - 109,811 - 8,778,948 25 21,402,592 61 6,792,085 19 - - 2,755,697 8 676,958 2 560,736 2 2,323,104 7 529,627 1 ( 414,345) ( 1) 13,223,862 38 560,772 1 13,784,634 39 $ 35,187,226 100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
| AMOUNT $ 6,055,610 50,000 476,432 236,167 759,961 723,310 104,414 40,641 4,124,158 52,951 12,623,644 8,078,152 495,967 95,018 109,811 8,778,948 21,402,592 6,792,085 - 2,755,697 676,958 560,736 2,323,104 529,627 ( 414,345) ( 13,223,862 560,772 13,784,634 $ 35,187,226 |
AMOUNT $ 5,721,162 400,000 756,897 267,387 738,009 605,372 111,394 39,550 3,442,019 117,434 12,199,224 5,538,878 457,726 114,127 123,455 6,234,186 18,433,410 6,582,467 66,857 2,718,738 568,926 511,756 1,868,613 94,532 ( 414,345) ( 11,997,544 709,783 12,707,327 $ 31,140,737 |
% | ||
| 19 1 3 1 2 2 - - 11 - |
||||
| 39 | ||||
| 18 2 - - |
||||
| 20 | ||||
| 59 | ||||
| 21 - 9 2 2 6 - 1) |
||||
| 39 | ||||
| 2 | ||||
| 41 | ||||
| 100 |
The accompanying notes are an integral part of these consolidated financial statements.
- 32 -
Yem Chio Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars, except for earnings per share)
| Items | Notes | 2024 | 2023 | ||
|---|---|---|---|---|---|
| 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 gains (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 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(18)、7 and 146(6) and (21) 6(16) 、(20) and (21)6(19) 6(22) and 7 6(22) 6(22) 6(7) 6(23) 6(23) |
$ 15,891,082 ( 13,265,074) |
100 (83) |
$ 13,223,736 ( 11,045,427) |
100 (84) |
| 2,626,008 | 17 | 2,178,309 | 16 | ||
| ( 995,122) ( 590,766) ( 36,881) 25,059 |
( 6) ( 4) - - |
( 908,915) ( 509,887) ( 59,105) ( 27,876) |
( 7) ( 4) - - |
||
| ( 1,597,710) |
(10) | ( 1,505,783) |
(11) | ||
| 1,028,298 | 7 | 672,526 | 5 | ||
| 53,240 206,980 97,539 ( 291,592) 49,617 |
- 1 1 ( 2) - |
72,657 346,917 42,407 ( 186,348) 47,226 |
1 3 - ( 1) - |
||
| 115,784 | - | 322,859 | 3 | ||
| 1,144,082 ( 254,711) |
7 (1) |
995,385 ( 139,847) |
8 (1) |
||
| $ 889,371 | 6 | $ 855,538 | 7 | ||
| $ 4,347 603,502 ( 868) |
- 3 - |
$ 9,609 412,137 ( 1,922) |
- 3 - |
||
| 606,981 | 3 | 419,824 | 3 | ||
| 254,548 484 35,000 |
2 - - |
( 34,439) 1,359 ( 23,383) |
- - (1) |
||
| 290,032 | 2 | ( 56,463) |
(1) | ||
| $ 897,013 | 5 | $ 363,361 | 2 | ||
| $ 1,786,384 | 11 | $ 1,218,899 | 9 |
(Continued)
- 33 -
Yem Chio Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income (Continued) For the Years Ended December 31, 2024 And 2023
(Expressed in thousands of New Taiwan dollars, except for earnings per share)
| Items | Notes | 2024 | 2023 | ||
|---|---|---|---|---|---|
| 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) 9750 Basic earnings per share 9850 Diluted earnings per share |
6(24) | $ 816,889 72,482 |
6 - |
$ 801,205 54,333 |
7 - |
| $ 889,371 | 6 | $ 855,538 | 7 | ||
| $ 1,697,286 89,098 |
11 - |
$ 1,171,180 47,719 |
9 - |
||
| $ 1,786,384 | 11 | $ 1,218,899 | 9 | ||
| $ | 1.27 | $ | 1.30 | ||
| $ | 1.24 | $ | 1.21 |
The accompanying notes are an integral part of these consolidated financial statements.
- 34 -
Yem Chio Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
Equity attributable to owners of the parent
| 2023 Balance at January 1, 2023 Net income Other comprehensive income Total comprehensive income Appropriations and distribution of retained earnings for the year ended December 31, 2022 Cash dividends Legal reserve Special reserve Disposal of equity investment valued at fair value through other comprehensive income Adjustments recognised not based on the shareholding ratio Conversion of convertible corporate bonds Conversion of certificates of bonds-to-share Subsidiaries holding the Company's stocks are regarded as treasury stocks and receive cash dividends Decrease in non-controlling interests Balance at December 31, 2023 2024 Balance at January 1, 2024 Net income Other comprehensive income Total comprehensive income Appropriations and distribution of retained earnings for the year ended December 31, 2023 Cash dividends Legal reserve Special reserve Disposal of equity investment valued at fair value through other comprehensive income Conversion of convertible corporate bonds Conversion of certificates of bonds-to-share Stock options forfeited Adjustments for dividends subsidiaries received from parent company From share of changes in equities of subsidiaries Decrease in non-controlling interests Balance at December 31, 2024 |
Capital | Capital | Capital surplus | Retained Earnings | Other EquityInteres | t | Treasurystocks | Equity attributable to owners of the parent |
Non-controlling interest |
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 propertysurplus |
|||||||
| $ 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 | ||
| $ 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 | ||
| - - |
- - |
- - |
- - |
- - |
816,889 3,479 |
- 272,932 |
- 603,986 |
- - |
- - |
816,889 880,397 |
72,482 16,616 |
889,371 897,013 |
||
| - | - | - | - | - | 820,368 | 272,932 | 603,986 | - | - | 1,697,286 | 89,098 | 1,786,384 | ||
| - - - - 209,618 - - - - |
- - - - 142,761 ( 209,618) - - - - |
- - - - 6,026 - 12,589 18,423 ( 79) - |
- 108,032 - - - - - - - - |
- - 48,980 - - - - - - - |
( 650,688) ( 108,032) ( 48,980) 441,823 - - - - - - |
- - - - - - - - - - |
- - - ( 441,823) - - - - - - |
- - - - - - - - - - |
- - - - - - - - - - |
( 650,688) - - - 148,787 - 12,589 18,423 ( 79) - |
- - - - - - - - - ( 238,109) |
( 650,688) - - - 148,787 - 12,589 18,423 ( 79) ( 238,109) |
||
| $ 6,792,085 | $ - | $ 2,755,697 | $ 676,958 | $ 560,736 | $ 2,323,104 | ($ 91,863) | $ 181,914 | $ 439,576 | ($ 414,345) | $ 13,223,862 | $ 560,772 | $ 13,784,634 |
The accompanying notes are an integral part of these consolidated financial statements.
- 35 -
Yem Chio Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2024 and 2023
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Net income before tax Adjustments Adjustments to reconcile profit Depreciation Amortisation Expected credit (gains) losses Net gain 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 Impairment loss on 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 Other receivables Financial assets at amortised cost Inventories Prepayments Other current assets Other non-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 operations Interest received Dividend received Interest paid Income taxes paid Net cash used in by operating activities (Continued) |
2024 | 2023 |
|---|---|---|
| $ 1,144,082 600,820 965 ( 25,059) ( 128,801) 291,592 ( 53,240) ( 49,617) ( 6,691) 226,263 ( 83,602) 7,097 ( 63,201) ( 17,593) 117,543 43,659 ( 44,562) ( 2,627,203) 36,877 76,361 266 ( 31,263) ( 322,584) ( 10,507) 250,539 - ( 64,610) ( 4,910) |
$ 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) |
|
| ( 737,379) 47,115 63,201 ( 388,711) ( 168,907) |
( 669,572) 58,671 239,749 ( 285,391) ( 234,514) |
|
| ( 1,184,681) |
( 891,057) |
|
- 36 -
Yem Chio Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
For the Years Ended December 31, 2024 and 2023
(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 Return of capital from an investee company under the equity method upon liquidation Increase in financial assets at amortised cost Acquisition of a subsidiary (deducted acquired cash and cash equivalents) 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 other non-current liabilities Net cash (used in) provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayment of long-term borrowings Repayment of corporate bonds payable Decrease in lease liabilities Acquisition of subsidiaries Change in non-controlling interests Payment of cash dividends Net cash provided by financing activities Effect of changes in foreign exchange rates Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2024 | 2023 |
|---|---|---|
| ( 4,679,659) 5,074,928 - ( 2,172,606) 2,540,312 5,060 ( 611,536) 16,337 - ( 444,640) 29,302 ( 821) 6,453 ( 8,695) |
( 4,196,654) 3,897,186 ( 72,105) ( 1,156,874) 1,283,597 - ( 42,410) ( 37,815) 632,285 ( 301,442) 2,564 ( 575) 10,130 ( 16,820) |
|
| ( 245,565) |
1,067 | |
| 246,812 ( 350,000) 8,256,939 ( 5,187,280) ( 405) ( 46,382) - - ( 650,688) |
1,150,353 ( 330,000) 1,875,049 ( 1,499,445) ( 118,600) ( 43,373) ( 41,385) 20,967 ( 625,787) |
|
| 2,268,996 | 387,779 | |
| ( 175,739) |
36,752 | |
| 663,011 1,697,871 |
( 465,459) 2,163,330 |
|
| $ 2,360,882 | $ 1,697,871 |
The accompanying notes are an integral part of these consolidated financial statements.
- 37 -
Attachment V
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. C802120 Industrial and Additive Manufacturing 7. C801010 Basic Chemical Industrial 8. C801020 Petrochemical Materials Manufacturing 9. C801030 Precision Chemical Material Manufacturing 10. C801990 Other Chemical Materials Manufacturing 11. C802990 Other Chemical Products Manufacturing 12. F109070 Wholesale of |
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 |
Proposal for adding operating items related to specialty chemicals |
- 38 -
| Cultural, Educational, Musical Instruments and Educational Entertainment Supplies 13. F107190 Wholesale of Plastic Films and Bags 14. F107200 Wholesale of Chemical Feedstock 15. F113050 Wholesale of Computers and Office Machines/Equipment 16. F401010 International Trade 17. H701010 Housing and Building Development and Rental 18. J101030 Waste Disposing 19. J101040 Waste Treatment 20. J901020 Hotels and Motels 21. D101060 Self-usage Power Generation Equipment Utilizing Renewable Energy 22. 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. 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. |
||
|---|---|---|---|
| Article 18 | A ratio of the profit for the current year distributable as employee compensation shall be specified at no less than 0.5%. No less than 50% of the said employee remuneration should be paid to junior employees. However, the company’s accumulated losses should be covered and the amount of compensation hall firstlybe |
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 onpreceding percentage. |
Amendment is made in accordance with Article 14, Paragraph 6 of the Securities and Exchange Act |
- 39 -
| retained for impairment loss, and afterwards, employees’ compensation shall be allocated based on preceding percentage. A company may, through a resolution adopted by a majority vote at a Board of Directors’ meeting attended by two-thirds of the total number of directors, facilitate profit-sharing for employees and report such program at the shareholders’ meeting. This item is deleted. |
A company may, through a resolution adopted by a majority vote at a Board of Directors’ meeting attended by two-thirds of the total number of directors, facilitate profit-sharing for employees and report such program at the shareholders’ meeting. Qualification requirements of employees, including employees of the parent company or subsidiaries to be eligible for profit-sharing in the form of shares or cash, shall be discussed at the Board of Directors’ meeting. |
||
|---|---|---|---|
| Article 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. - 43 - The 8th amendment was made on May6, 1991. |
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. - 43 - The 8th amendment was made on May6, 1991. |
The order number and date of amendment for the new provision are added. |
- 40 -
The 9th amendment was made The 9th amendment was made on on March 23, 1992. March 23, 1992. The 10th amendment was made The 10th amendment was made on April 10, 1992. on April 10, 1992. The 11th amendment was made The 11th amendment was made on May 20, 1993. on May 20, 1993. The 12th amendment was made The 12th amendment was made on July 1, 1994. on July 1, 1994. The 13th amendment was made The 13th amendment was made on May 4, 1995. on May 4, 1995. The 14th amendment was made The 14th amendment was made on August 20, 1996. on August 20, 1996. The 15th amendment was made The 15th amendment was made on March 19, 1997. on March 19, 1997. The 16th amendment was made The 16th amendment was made on August 26, 1997. on August 26, 1997. The 17th amendment was made The 17th amendment was made on December 23, 1997. on December 23, 1997. The 18th amendment was made The 18th amendment was made on March 12, 1998. on March 12, 1998. The 19th amendment was made The 19th amendment was made on June 22, 1998. on June 22, 1998. The 20th amendment was made The 20th amendment was made on October 20, 1998. on October 20, 1998. The 21st amendment was made The 21st amendment was made on on December 10, 1998. December 10, 1998. The 22nd amendment was made The 22nd amendment was made on May 30, 1999. on May 30, 1999. The 23rd amendment was made The 23rd amendment was made on June 10, 2000. on June 10, 2000. The 24th amendment was made The 24th amendment was made on May 5, 2001. on May 5, 2001. The 25th amendment was made The 25th amendment was made on June 22, 2002. on June 22, 2002. The 26th amendment was made The 26th amendment was made on May 31, 2003. on May 31, 2003. The 27th amendment was made The 27th amendment was made on May 15, 2004. on May 15, 2004. The 28th amendment was made The 28th amendment was made
- 41 -
| 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. The 44th Amendment was made on June 21, 2024. The 45th Amendment was made on June 20, 2025 |
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. The 44th Amendment was made on June 21, 2024 |
||
|---|---|---|---|
- 42 -
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
-
D101060 Self-usage Power Generation Equipment Utilizing Renewable Energy
-
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
- 43 -
own paid-up capital.
Chapter 2: Shares
Article 5
The total capital of the company is set at NT$10 billion, divided into one billion shares.
The amount per share is NT$10, and the Board of Directors is authorized to issue the shares in installments according to operational requirements.
Upon execution of the said agreement, NT$40 million is retained for the issuance of employee
stock subscription warrants. There are a total of 400 million shares at NT$10 per share, which may be issued in installments in accordance with the resolution of the Board of Directors.
Article 5-1
The Company, which intends to repurchase its own shares and transfer shares to employees at less than the average actual share repurchase price, must have obtained the consent of at least two-thirds of the voting rights at the most recent shareholders’ meeting attended by shareholders representing a majority of total issued shares. Such action can be processed after the aforementioned consent resolution.
Article 6
All Company shares are registered shares and the share certificates shall be affixed with the signatures or personal seals of directors representing the company, and shall be duly certified or authenticated by the bank authorized to certify shares under the law before issuance. For shares to be issued, the issuing company may be exempted from printing any share certificate; in that case, it should register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.
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
- 44 -
notice to shareholders holding less than one thousand registered shares.
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.
- 45 -
Article 13
The Board of Directors shall elect a chairman from among the directors by a majority vote of over two-thirds of directors attending the meeting. The chairman shall externally represent the Company and conduct all business affairs in accordance with the law and regulations, as well as resolutions passed at the Shareholders’ Meeting and Board Meetings.
Article 14
In case the chairman of the Board of Directors is on leave or absent or unable to exercise his/her power and authority for any reason, the substitute is assigned according to regulations of Article 208 of the Company Act.
Article 14-1
In case a director is on leave or absent or unable to exercise his/her power and authority for any reason and appoints another director to attend the board of directors’ meeting on his/her 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
- 46 -
attended by two-thirds of the total number of directors, facilitate profit-sharing for employees and report such program at the shareholders’ meeting.
Qualification requirements of employees, including employees of the parent company or subsidiaries to be eligible for profit-sharing in the form of shares or cash, shall be discussed at the Board of Directors’ meeting.
Article 19
The Company, when allocating its surplus (profit) after having paid all taxes and duties, shall first set aside ten percent of the said profit as legal reserve and the remaining profit as special reserve in accordance with Article 41 of the Securities and Exchange Act. Aside from the aforesaid legal reserve, the company may, under its Articles of Incorporation or by means of a shareholders’ resolution, allocate a certain amount as special reserve. At the same Board of Directors’ meeting, the Company may resolve to distribute the shares by issuing new shares or shares in the form of cash in compliance with Article 19-2 of the regulations.
When there is no purpose or reason for the preceding allocated special reserve, a certain proportion of the earnings shall be set aside as special reserve in accordance with the Articles of Incorporation, to be adopted as distributed earnings when reversal of the special reserve is added into the undistributed earnings.
Article 19-1
The industrial development of the Company is mature and steadily profitable, and financial 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.
- 47 -
The 7th amendment was made on July 21, 1990. The 8th amendment was made on May 6, 1991. The 9th amendment was made on March 23, 1992. The 10th amendment was made on April 10, 1992. The 11th amendment was made on May 20, 1993. The 12th amendment was made on July 1, 1994. The 13th amendment was made on May 4, 1995. The 14th amendment was made on August 20, 1996. The 15th amendment was made on March 19, 1997. The 16th amendment was made on August 26, 1997. The 17th amendment was made on December 23, 1997. The 18th amendment was made on March 12, 1998. The 19th amendment was made on June 22, 1998. The 20th amendment was made on October 20, 1998. The 21st amendment was made on December 10, 1998. The 22nd amendment was made on May 30, 1999. The 23rd amendment was made on June 10, 2000. The 24th amendment was made on May 5, 2001. The 25th amendment was made on June 22, 2002. The 26th amendment was made on May 31, 2003. The 27th amendment was made on May 15, 2004. The 28th amendment was made on May 6, 2006. The 29th amendment was made on May 12, 2007. The 30th amendment was made on June 13, 2008. The 31st amendment was made on June 19, 2009. The 32nd amendment was made on June 25, 2010. The 33rd amendment was made on June 24, 2011. The 34th amendment was made on June 27, 2012. The 35th amendment was made on June 28, 2013. The 36th amendment was made on June 26, 2015. The 37th amendment was made on June 28, 2016. The 38th amendment was made on June 28, 2017. The 39th amendment was made on June 26, 2018. The 40th amendment was made on June 20, 2019. The 41st amendment was made on June 19, 2020. The 42nd amendment was made on July 7, 2021. The 43rd Amendment was made on June17, 2022 The 44th Amendment was made on June 21, 2024
- 48 -
Attachment VII
Rules and Procedures of Shareholders' Meeting YEM CHIO CO., LTD.
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
- 49 -
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
-
50 -
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.
-
51 -
Attachment VIII
Procedures for Election of director
YEM CHIO CO., LTD. Procedures for Election of director
June 26, 2018 Amendments approved by the shareholders meeting
Article 1
Except as otherwise provided by law and regulation or by the Corporation's articles of
incorporation, elections of directors of the Company shall be conducted in accordance with these Procedures.
Article 2
Elections of directors of the Company shall be conducted at the shareholders' meeting. Article 3
The method of elections of directors of the Company is single-registered cumulative election. Article 4
If the company has independent directors, the election of independent directors shall be limited to legal persons or their representatives not specified in Article 27 of the Company Act, shall comply with the regulations of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".
Article 5
The board of directors of the company shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a director is three years, but he/she may be eligible for re-election. There shall be more than half of the directors, and there shall be at least one director, and shall not have one of the following relationships:
-
A spousal relationship.
-
A familial relationship within the second degree of kinship.
Article 6
Each share will have voting rights in number equal to the directors to be elected.
Article 7
The number of directors will be as specified in the Company's articles of incorporation. If there are independent directors, the independent directors and non-independent directors shall be elected together with voting rights separately calculated. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. When the original selectees of director do not meet the conditions of
- 52 -
the Article 5-2 of the procedures, determination of which directors are elected shall be made according to the following provisions: When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
Independent directors and non-independent directors shall be elected at the same time, and independent directors and non-independent directors shall be calculated separately when elected. Article 8
The Company shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 9
Before the election begins, the chair needs to appoint several vote monitoring personnel and counting personnel to perform the respective duties of vote monitoring and counting. The vote monitoring personnel shall with shareholder status.
Article 10
For the election of directors, the ballot boxes shall be prepared by the company and elect together, and publicly checked by the vote monitoring personnel before voting commences. Article 11
If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 12
A ballot is invalid under any of the following circumstances:
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The ballot was not prepared by the Company.
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A blank ballot is placed in the ballot box.
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The writing is unclear and indecipherable or has been altered.
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The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.
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Other marks or graphics are entered in addition to the candidate's account name (or name of the person) or shareholder account number (or identity card number) and the number of voting rights
-
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allotted.
- The name of the candidate entered in the ballot is identical to that of another shareholder, but no
shareholder account number or identity card number is provided in the ballot to identify such individual.
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The ballots that have not been put into the ballot box.
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The number of candidates filled in exceeds the specified quota.
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Matters that should be recorded in Article 9 but are not fully recorded.
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The total number of voting rights to vote by the voting shareholders exceeds the total number of voting rights held.
Article 13
The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation and the list of persons elected shall be announced by the chair on the site. Article 14
These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Attachment IX
Shareholdings of All Directors
YEM CHIO CO., LTD Shareholdings of All Directors
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The paid-in capital stock of the Company is NT$6,792,084,670 and the total number of issued shares are 679,208,467 shares.
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Pursuant to Article 26 in the Securities and Exchange Act, the minimum shareholdings by all board directors shall be 21,734,670 shares. The Company has set up an Audit and Risk 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.
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As of the book closure date reported at the shareholders' meeting (April 22, 2025), 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 closing date |
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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