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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

==> picture [413 x 78] intentionally omitted <==

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

  1. 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:

  1. 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.

  2. For the remuneration of individual directors and its amount, please refer to P.14 in this meeting book.

  3. 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:

  1. 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.

  2. 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
  1. 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.

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

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

Title Name Other Position
Director Ings Chyuang International Co., Ltd.
Representative:
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.

  1. 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)197 and 8
6(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 8
6(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 14
6(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:

  1. C802160 Manufacture of Adhesive Tapes

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

  3. C805010 Manufacture of Plastic Sheets, Pipes and Tubes

  4. C805020 Manufacture of Plastic Films and Bags

  5. C601040 Manufacture of Processed Paper

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

  7. F107190 Wholesale of Plastic Films and Bags

  8. F113050 Wholesale of Computers and Office Machines/Equipment

  9. F401010 International Trade

  10. H701010 Housing and Building Development and Rental

  11. J901020 Hotels and Motels

  12. 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 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

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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.

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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

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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

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

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

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

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

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

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

The chair may not declare the meeting adjourned prior to completing deliberation on the meeting agenda stated in the preceding two paragraphs (including extraordinary motions), with the exception of a shareholders’ resolution. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly facilitate the

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election of a new chair by a majority of the votes represented by shareholders present, and then continue with the meeting. After concluding the meeting, the shareholders shall not elect another chairman to hold another meeting at the same place or any other venue.

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

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

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

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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

  8. 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.

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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:

  1. A spousal relationship.

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

Article 6

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

Article 7

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

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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:

  1. The ballot was not prepared by the Company.

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

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

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

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

  6. 53 -

allotted.

  1. The name of the candidate entered in the ballot is identical to that of another shareholder, but no

shareholder account number or identity card number is provided in the ballot to identify such individual.

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

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

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

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

Article 13

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation and the list of persons elected shall be announced by the chair on the site. Article 14

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

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Attachment IX

Shareholdings of All Directors

YEM CHIO CO., LTD Shareholdings of All Directors

  1. 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.

  2. 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.

  3. 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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