YFY - AGM Information 2020 | FinancialReports.eu

YFY INC

2020 Annual General Meeting of Shareholders

Meeting Handbook

2020/06/22

Note: This is a translation of the meeting handbook of the 2020 Annual general meeting of shareholders of YFY INC. This translation is intended for reference only and nothing else, the company here by disclaims any and all liabilities whatsoever for the translation. The Chinese text of the handbook shall govern any and matters related to the interpretation of the subject matter stated herein.

Table of Contents	Table of Contents
Meeting Agenda .....................................................................................................................................2
I.	Items to Report
(I)	YFY's 2019 Business Report..................................................................................................3
(II) Audit Committee's Review of 2019 Financial Statements.....................................................3
(III) YFY's 2019 Distribution of Remunerations to Employees and Directors..............................3
(IV) Report on YFY's Amendment of "Board of Directors Meeting Procedures".........................4
II.	Ratifications
(I)	YFY's 2019 Financial Statements...........................................................................................5
(II) YFY's 2019 Proposal for Profits Distribution........................................................................5
III.	Proposals for Discussion
(I)	Amendment Proposal for YFY's Rules of Procedure for Shareholders' Meeting...................7
(II) To conduct the IPO plans of YFY’s subsidiaries, Yuen Foong Yu Consumer Products Co.,
	Ltd. and YFY Packaging Inc., the Company shall propose the share release plan by
	installments and withdraw from participating in the cash capitalization of new shares
	issuance plan of the subsidiaries. ...........................................................................................7
IV.	Extraordinary Motions..................................................................................................................11
Appendixes
1.	Business Report ..........................................................................................................................12
2.	Consolidated Balance Sheets .....................................................................................................16
3.	Consolidated Statement of Comprehensive Income ..................................................................17
4.	Consolidated Statement of Changes in Shareholder's Equity ....................................................20
5.	Consolidated Statements of Cash Flows ....................................................................................21
6.	Balance Sheet .............................................................................................................................24
7.	Statement of Comprehensive Income..........................................................................................25
8.	Statement of Changes in Shareholder's Equity............................................................................27
9.	Statement of Cash Flow ..............................................................................................................28
10.	Statement of Earnings Distribution ............................................................................................30
11.	CPA's Audit Report ....................................................................................................................31
12.	Audit Committee's Review Report.............................................................................................39
13.	Provision and Amendment Chart of Board of Directors Meeting Procedures ...........................40
14.	Provisions of Rules of Procedure for Shareholders' Meeting .....................................................48
15.	Rules of Procedure for Shareholders' Meetings (Existing Articles) ...........................................55
16.	Articles of Incorporation ............................................................................................................58
17.	Current Shareholdings of Directors ............................................................................................62

(For the complete Financial Report, please visit: http://mops.twse.com.tw)

YFY Inc. 2020 Annual General Meeting of Shareholders

Meeting Agenda

Time: June 22, 2020 (Monday) 9:00am

Location: No. 24, Section 1, Hangzhou South Road, Zhongzheng District, Taipei City

5F, GIS MOTC Convention Center

Meeting Procedure:

I. Meeting Called to Order
II. Chairperson Taking Seat
III. Chairperson's Remarks
IV. Items to Report
(I) YFY's 2019 Business Report is presented for review.
(II) Audit Committee's Review of 2019 Financial Statements is presented for review.
(III) YFY's 2019 Distribution of Remuneration to Employees and Directors is presented for review.
(IV) Report on YFY's amendment of "Board of Directors Meeting Procedures" is presented for review.
V. Ratifications
(I) YFY's 2019 Financial Statements is presented for ratification.
(II) YFY's 2019 Earnings Distribution Proposal is presented for ratification.
VI. Proposals for Discussion
(I) Amendment proposal for YFY's Rules of Procedure for Shareholders' Meeting is presented for resolution.
(II) To conduct the IPO plans of YFY’s subsidiaries, Yuen Foong Yu Consumer Products Co., Ltd. and YFY Packaging Inc., the Company shall propose the share release plan by installments and withdraw from participating in the cash capitalization of new shares issuance plan of the subsidiaries is presented for resolution.
VII. Extraordinary Motions
VIII.Meeting Adjourned

Items to Report

I. YFY's 2019 Business Report is presented for review. (Proposed by the Board of Directors)
Description: (I) YFY's 2019 consolidated revenue is reported at NT$74,760,487 thousands, gross profit at NT$12,561,839 thousands, operating income at NT$2,990,809 thousands, net profit for the current year at NT$2,659,623 thousands, total comprehensive income at NT$5,196,503 thousands, of which NT$2,285,769 thousands was attributed to the owners' net profit, NT$373,854 thousands was attributed to non-controlling interests, NT$4,773,707 thousands was total comprehensive income attributed to the owners, and NT$422,796 thousands was attributed to the total comprehensive income of non-controlling interests; the basic earnings per share was NT$1.38.
- (II) The Business Report can be found in Appendix 1 of the Handbook (please refer to pages 12 to 15).

(III) Please review.

II. Audit Committee's Review of 2019 Financial Statements is presented for review. (Proposed by the Audit Committee)
Explanation: (I) YFY's 2019 consolidated and individual financial statements have been audited and certified by CPAs, and have been reviewed and examined by the Audit Committee along with the Business Report and Proposal for Earnings Distribution. Audit and review reports have been submitted and are attached as Appendixes 11 and 12 (please refer to pages 31 to 39).
- (II) The Audit Committee's convener is requested to read out the review reports, and the reports are presented for review.
III. YFY's 2019 Distribution of Remuneration to Employees and Directors is presented for review. (Proposed by the Board of Directors)
Description: (I) In accordance with YFY's Articles of Incorporation, the Company shall distribute NT$2,282,255 as the 2019 remuneration for employees and

NT$12,500,000 for directors' compensation, which was approved in the 4th meeting held by the 4th Remuneration Committee on March 20, 2020 and resolved at the 10th board meeting held by the 27th Board of Directors on March 23, 2020.

  - (II) Please review.

IV. Report on YFY's amendment of "Board of Directors Meeting Procedures" is presented for review. (Proposed by the Board of Directors)

Description: (I) In response to the amendments to the "Securities and Exchange Act" and the

 - "Company Act", the competent authorities made amendments to the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies". YFY's 8th board meeting held by the 27th Board of Directors on August 13, 2019, and 10th board meeting on March 23, 2020, approved of the amendments on the Company's "Board of Directors Meeting Procedures."

(II) Attached in Appendix 13 are the amended "Board of Directors Meeting Procedures" and amendment chart (please refer to pages 40 to 47).
(III) Please review.

Ratifications

I. YFY's 2019 Financial Statements is presented for ratification. (Proposed by the Board of Directors)
Description: (I) YFY's 2019 consolidated and individual financial statements have been audited by CPAs, and, along with the Business Report, have been reviewed and approved by the Audit Committee with no discrepancies found. Related files (including the Business Report as well as consolidated and individual financial statements) can be found in Appendixes 1-9 (please refer to pages 12 to 29).

(II) Please ratify.

Resolution:

II. YFY's 2019 Earnings Distribution Proposal is presented for ratification. (Proposed by the Board of Directors)
Description: (I) YFY's 2019 net profit after tax was NT$2,285,768,948; surplus from the previous year in terms of accumulated undistributed earnings was NT$5,657,212,092, confirmed welfare plan re-measurement was NT$81,765,600, profits from disposal of FVOCI financial assets( including investment companies) was NT$288,212,817, and special reserve reversal was NT$950 before subtracting a recognized change of NT$21,633,567 in the net value of shares held in the investment portfolio to arrive at a total of NT$8,291,326,840 in Unappropriated Retained Earnings. Excluding a statutory legal reserve of NT$263,411,475, the distribution of NT$0.7cash dividend of per share, amounting to NT$1,162,260,047 in total. The remaining balance of NT$6,865,655,318 is reserved to be appropriated in the coming year.
- (II) Following shareholders' approval of the common stock cash dividend in the annual general meeting of shareholders, the Company proposed the ex-dividend date to be set on July 21 of the present year.

(III) In order to coordinate with computer checks and difficulties in currency exchange, the disbursement of cash dividends will be rounded to the nearest dollar. If the total amount of allocated cash dividends is less than NT$1, the amount will be transferred to the YFY Staff Welfare Committee.
(IV) This report was approved at YFY's 10th board meeting held by the 27th Board of Directors. The 2019 Earnings Distribution Proposal can be found in Appendix 10 (please refer to page 30) of the Handbook. Please ratify.

Resolution:

Proposals for Discussion

I. Amendment proposal for YFY's Rules of Procedure for Shareholders' Meeting is presented for resolution. (Proposed by the Board of Directors)
Description: (I) The "Rules of Procedure for Shareholders' Meetings" of YFY was originally formulated with reference to the "Rules Governing the Conduct of Shareholders Meetings by Public Companies" issued by the Securities and Futures Institute. The aforementioned regulations have been discontinued by the Financial Supervisory Commission. YFY intends to void the original "Rules of Procedure for Shareholders' Meetings". The revised version shall refer to the "Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings" amended on January 2, 2020 in Public Announcement No. Taiwan-Stock-Governance-1080024221 of the Taiwan Stock Exchange Corporation, and will be attached in Appendix 14 (please see pages 48 to 54).
- (II) For your discussion and resolution.

Resolution:

II. To conduct the IPO plans of YFY’s subsidiaries, Yuen Foong Yu Consumer Products Co., Ltd. and YFY Packaging Inc., the Company shall propose the share release plan by installments and withdraw from participating in the cash capitalization of new shares issuance plan of the subsidiaries is presented for resolution. (Proposed by the Board of Directors)
Description: (I) In order to facilitate business development, attract and retain talents, and comply with the IPO regulations for YFY's two subsidiaries, Yuen Foong Yu Consumer Products Co., Ltd. and YFY Packaging Inc. (The following two companies are collectively/each referred to as the "to be listed subsidiaries"), the Company shall reduce the shareholding to lower than 70% before applying IPO for the to be listed subsidiaries. The total shareholding of the Company, its subsidiaries, directors, supervisors, representatives, its shareholders who held more than 10% holdings and the related parties shall be under 70% holding shares when those to be listed subsidiaries at the time of listing. The Company plans to diversified shareholding in its to be listed subsidiaries under the circumstances of maintain control power (as described in (III)). The Company

shall propose the share release plan in once /by installments and withdraw from participating in the cash capitalization of new shares issuance plan of the to be listed subsidiaries as following:

(1) YFY withdraw from participating in the cash capitalization of new shares issuance plan:

The issuance price of the cash capital increase of those to be listed subsidiaries shall not be lower than the net value per share of its latest audited financial statements prior to the resolution was approved in the board meeting. However, if its shares have been traded on the securities dealers cannot only be traded lower than the aforementioned net value, but also been traded at the negotiated price according to the present market values. In considering to the business development, attract and retain talents purposes to motivate those to be listed subsidiaries to improve performance. Except for retaining 10-15% shares from the to be listed subsidiaries' capital increase by cash for subscription by employees of the subsidiaries and the Company's controlling or affiliate companies who meet certain conditions, and allocating shares for public offering and underwriting in accordance with Article 28 of the Securities and Exchange Act1 and related regulations, the Company may withdraw from participating the cash capitalization of new shares issuance plan and urge the Company opening the aforementioned shares for subscription by a specific person or persons through negotiation, and the Company shall granted the subscription contract to the eligible shareholders of the Company, employees of the Company and its affiliates, and strategic or financial investors who will contribute to the to be listed subsidiaries' operational development. The eligible shareholders of the Company are those shareholders stated in the shareholder register on the last execution day of the trading order at the time of the cash capital increase of those to be listed subsidiaries and whose subscriptions are pro rata according to the number of shares held. However, the actual issuance price of the cash capital increase, the negotiation of specific persons and the execution schedule shall be subject to the resolution of the board meeting of the Company.

(2)Disposal holding shares of those to be listed subsidiaries:

The disposal share prices of those to be listed subsidiaries shall not be lower

than the net value per share of its latest audited financial statements prior to the resolution was approved in the board meeting. However, if its shares have been traded on the securities dealers cannot only be traded lower than the aforementioned net value, but also been traded at the negotiated price according to the present market values. The candidate subscriber of the share release of the Company are those shareholders stated in the shareholder register on the last execution day of the trading order at the time of the cash capital increase of those to be listed subsidiaries, and strategic or financial investors who will contribute to the Company's operational development for subscription. In considering to the business development, attract and retain talents purposes to motivate those to be listed subsidiaries to improve performance, the Company opening its withdrawal shares shall be authorized the Chairman to execute for subscription by a specific person or persons through negotiation, and the counterparty will be the employees of the to be listed subsidiaries and the affiliates of the Company, strategic or financial investors who will contribute to the to be listed subsidiaries' operational development for subscription. The Company propose the Shareholders' Meeting to authorize the Board of the Company to determine the actual issuance prices, negotiation of the counterparties, and the execution schedule according to the current market situation and the operational status of those to be listed subsidiaries and process in accordance with the Company's Procedures of Acquisition and Disposal Assets of the Company.

(II) In order to prepare the share release plan for those to be listed subsidiaries, the Company shall allocate shares to securities brokers and prepare over-allotment plans in accordance with the relevant laws and regulations about public listing regulations. The number and price of the shares to be allocated are subject to be determined according to the relevant regulations of listing, the present market situation and the operation status of those to be listed subsidiaries, and the Company shall conclude aforementioned content with the underwriter.
(III) Upon completion of the above-mentioned share release and/or withdraw participating of the cash capital increase process, the Company's direct or indirect consolidated shareholding in those to be listed subsidiaries shall remain at least 50% upon its listing in order to maintain controlling power and maximize the synergy of the group.

(IV) The above matters relating to the release of shares of to be listed subsidiaries and/or the withdraw participating of cash capital increase subscriptions are proposed to the Annual General Meeting of Shareholders to authorize the Board to handle the process fully. For your discussion and resolution.

Resolution:

Extraordinary Motions

Appendix 1

YFY INC.

Business Report

In 2019, global economic activity grew at the slowest annual pace since the 2007 financial crisis. The increase in trade barriers and the uncertainties caused by supply chain transfers had a very negative impact on global business confidence and economic activities. Furthermore, 2019 was also the second hottest year in history. The wildfires in the Amazon rainforest and the forests in the United States and Australia have caused significant economic losses and led to the displacement of tens of thousands of people. In addition to natural disasters, human factors have further aggravated the turmoil: ongoing geopolitical conflicts in the Middle East, frequent wars in multiple nations, and various bilateral trade wars throughout the year, with no final agreement being reached after confrontations and tariff increases. Then, when everyone was celebrating the end of the tumultuous and disturbing 2019, COVID-19 broke out in Wuhan at the end of the year, inflicting a severe blow on the world, the effects of which continue to this day.

In this difficult environment, the global economic growth rate has fallen from 3.6% in 2018 to 3.0% in 2019. The economic growth rate in Mainland China has fallen from 6.6% to 6.1%, and economic growth in Taiwan has slowed from 2.75% to 2.71% (Note). As for the US, which has enjoyed eye-catching performance in the past few years, their economic growth rate declined from 2.9% to 2.4%. In this macroeconomic environment, YFY continues to support our subsidiaries in their respective fields. Each unit also continues to do its best to thrive in the face of adversity. YFY's consolidated revenue in 2019 was reported at NT$74.76 billion (same currency used below), operating income increased to NT$2.991 billion and income after taxes attributed to the owner increased to NT$2.286 billion. Earnings per share leaped from NT$0.87 per share in 2018 to NT$1.38 in 2019. The net value per share also increased by 10.7% from NT$21.36 to NT$23.64.

YFY Inc. became an investment holding company in 2012. Currently invested companies can be roughly classified into seven business scopes. In addition to the three major business groups of "Containerboard and Packaging", "Pulp and Fine Paper", and "Consumer Products" that YFY has invested in since paper making was its core business in the late 1940s, YFY also invests in "Financial and Venture ", "Technology", "Biotech", and "Chemical and Special

Materials". After years of growth and adjustment, the proportion of investment in the four categories excluding the paper industry by YFY and its invested companies is now approaching 50%. YFY will continue to support the innovation and transformation of the three business groups and increase their added value. YFY will also encourage them to introduce the latest technology with each investment, convert residual materials from processes into renewable resources and energy, and promote the maximization of costs and benefits. YFY will also promptly adjust the investment portfolios based on the sustainability, development, and futurity of the reinvestment industry from the most optimal level.

Containerboard and Packaging Business Group: The Yangzhou Plant is strongly pursuing growth and stability. It adjusted its product composition to focus more on high-end products, and finally made a turnaround in the fourth quarter. In Vietnam, there was a strong demand for supply chain transfer, which consequently led to outstanding growth. After eighteen months of effort, construction at the Xinwu Plant was completed, making it the largest biogas power generation facility in Taiwan. It has become a model for renewable energy innovation by proving that the paper industry has the best implementation of a circular economy. The business group was able to improve profitability after three years of physical adjustment and product mix optimization.

Pulp and Fine Paper Business Group: Mainland China was affected by the Sino-US trade war as well as internal adjustments to its economic structure, triggering a calamitous fall in the prices of pulp and paper products worldwide. Wood chip prices responded relatively slowly to these factors, which meant that the terminal price and demand structure also could not undergo quick adjustments, thus causing the performance of the business group did not meet internal expectation. The business group would further strengthened the determination to move towards high value-added paper for food packaging, as well as high value-added special materials in the upstream of the industry.

Consumer Products Business Group: The household paper division has benefited from years of efforts to maintain quality and investment in the brand. Revenues have increased with the falling costs of pulp. Continuing past efforts in the Mayflower brand in the high-end market, a series of humorous online marketing projects have been launched, and collaborations are continuing with downstream retail channels. These efforts have led to strong sales in the new "Hou Bang" series of toilet paper, making it an iconic product in the

Taiwanese toilet paper market. The cleaning products of Orange House and Delight have been recognized by consumers for their quality and value and their performances have shown steady growth. In Mainland China, revenues have increased after adjustments to channel strategies. The business group in 2019 has shown significantly profit growth.

Technology Business: After many years of intensive efforts in Japan, the Arizon RFID Technology team of YFY expanded into European markets in 2019. This was accomplished while strictly controlling operating expenses and maintaining a high profitability level. The Arizon RFID Technology team has also received approval at the general shareholder's meeting, and will promote local listings, boost the amount of available capital, expand the scope of operations, and strengthen its competitive advantages. The Electronic Shelf Labels of E Ink Holdings, which is also investing in the development of applications for the Internet of Things, is showing steady growth in its performance as well as its operating profits.

Biotech: TaiGen Biotechnology's new treatment for hepatitis C has completed its second phase of clinical trials, and has received a milestone payment of US$5 million. It is now entering the third phase of clinical trials. The Taigexyn (Nemonoxacin) oral formulation was also successfully included in National Health Insurance. The Taiwan Global Biofund matured in 2019 and entered settlement. YFY Inc. reaped plentiful profits during the investment period. After settlement and recovery of funds, we will continue to pay attention to potential investment targets and support the development of emerging biotechnology industries.

Chemical and Special Materials Business: Shin Foong Specialty and Applied Materials boosted its production capacity in 2019. Supply and demand in the market was rendered unbalanced due to the Sino-US trade war, which resulted in lower terminal demand than expected, but by optimizing the process, costs were reduced, quality was improved, and the gross profit margin and net profit after tax both increased significantly.

Financial and Venture Business: Dividend income from financial-related investments remains stable every year. Among this income, the dividend income from SinoPac Holdings is the highest. The performance of SinoPac Holdings continued to grow in 2019. The shareholder's equity return rate reached a five-year record high, and it will be integrated into the 2020 dividend income of YFY Inc.

In addition to the optimization of the investment portfolio, the activation of land assets is also a topic that YFY has continually examined in recent years. The general manager will be instructed to gradually convert land assets into cash flow, depending on the level of development in the area where the land assets are located, in order to obtain the best long-term value for the company and shareholders.

YFY Inc. has progress from the pre-war agricultural trade to the post-war paper industry, and further to the diverse investment portfolio of today. The company has constantly sought innovation, change, and advancement with the times over the past 95 years. However, 2020 will likely be the grimmest year since the end of the Second World War. Although the COVID-19 epidemic will eventually be controlled, there is still great uncertainty concerning how and when. In the face of the unpredictability of 2020, YFY will strictly control business risks, and demonstrate its outstanding vitality and resilience. All employees will work together to face the tremendous fluctuations in supply and demand caused by the epidemic. Furthermore, the company will strive to maintain a balance in the development of employees, communities, and the environment, and will continue to bring long-term stable investment income to all our shareholders.

Note: The statistics for Taiwan's economic growth rate are from the Directorate General of Budget, Accounting, and Statistics, Executive Yuan. The remaining statistics are from the IMF's 2019 figures.

Chairman: Felix Ho

CEO: Wei-Li Tsai

Controller: C. F. Wu

Appendix 2

YFY INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents Current financial assets at fair value through profit or losses Current financial assets at fair value through other comprehensive income Current financial assets at amortized cost Notes receivable, net Accounts receivable, net Accounts receivable due from related parties, net Current inventories Current biological assets Prepayments Other current financial assets Other current assets, others Total current assets NON-CURRENT ASSETS Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income Non-current financial assets at amortized cost Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Goodwill Deferred tax assets Prepayments for business facilities Long-term lease prepayments Other non-current assets, others Total non-current assets TOTAL ASSETS LIABILITIES AND EQUITY CURRENT LIABILITIES Current borrowings Short-term notes and bills payable Current financial liabilities at fair value through profit or loss Current contract liabilities Notes and accounts payable Accounts payable to related parties Other payables, others Current tax liabilities Current lease liabilities Long-term liabilities, current portion Other current liabilities, others Total current liabilities NON-CURRENT LIABILITIES Non-current portion of non-current borrowings Deferred tax liabilities Non-current lease liabilities Net defined benefit liability, non-current Other non-current liabilities, others Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF PARENT Share capital Capital surplus Retained earnings Other equity interest Total equity attributable to owners of parent NON-CONTROLLING INTERESTS Total equity TOTAL LIABILITIES AND EQUITY		2019 Amount % $ 6,062,871 5 1,107,193 1 6,226,812 5 2,806,178 2 2,874,640 2 11,559,561 10 99,919 - 9,622,859 8 3,252,537 3 1,378,095 1 74,984 - 687,867 1 45,753,516 38 402,418 - 13,564,673 11 389,923 - 5,617,081 5 47,806,173 40 1,923,886 2 2,746,484 2 509,530 - 421,517 - 1,338,459 1 - - 615,353 1 75,335,497 62 $ 121,089,013 100 $ 12,524,445 10 6,026,520 5 137,460 - 481,639 - 9,304,686 8 44,036 - 3,738,827 3 563,862 1 156,949 - - - 2,734,462 2 35,712,886 29 29,399,726 24 3,425,496 3 350,898 - 1,062,048 1 354,425 1 34,592,593 29 70,305,479 58 16,603,715 13 1,000,169 1 15,879,283 13 5,767,066 5 39,250,233 32 11,533,301 10 50,783,534 42 $ 121,089,013 100		2018
				Amount % $ 4,658,611 4 1,285,303 1 4,990,981 4 1,320,145 1 3,700,326 3 11,676,010 10 91,176 - 11,161,650 9 3,317,475 3 1,123,886 1 112,304 - 879,512 1 44,317,379 37 402,418 - 11,753,327 10 64,400 - 5,781,562 5 48,947,012 42 - - 2,759,156 2 521,979 1 409,412 - 1,177,770 1 1,354,948 1 719,011 1 73,890,995 63 $ 118,208,374 100 $ 11,477,187 10 6,696,636 6 135,316 - 481,727 1 8,453,518 7 64,405 - 3,604,020 3 442,823 - - - 120,000 - 1,229,287 1 32,704,919 28 33,614,835 28 3,411,586 3 - - 1,256,602 1 287,399 - 38,570,422 32 71,275,341 60 16,603,715 14 989,929 1 14,241,392 12 3,627,473 3 35,462,509 30 11,470,524 10 46,933,033 40 $ 118,208,374 100

Appendix 3

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Net sales revenue Other operating revenue, net Total operating revenue OPERATING COSTS Cost of sales Other operating costs Total operating costs LOSS ON CHANGES IN FAIR VALUE LESS COSTS TO SELL OF BIOLOGICAL ASSETS GROSS PROFIT FROM OPERATIONS OPERATING EXPENSES Selling expenses Administrative expenses Research and development expenses Total operating expenses NET OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Finance costs, net Share of profit of associates accounted for using equity method, net Interest income Rent income Dividend income Other income, others Gains on financial assets or liabilities at fair value through profit or loss Miscellaneous disbursements Foreign exchange losses Total non-operating income and expenses		2019 Amount % $ 64,816,784 87 9,943,703 13 74,760,487 100 55,204,803 74 6,987,756 9 62,192,559 83 (6,089 ) - 12,561,839 17 5,407,146 7 3,812,692 5 351,192 1 9,571,030 13 2,990,809 4 (930,214) (1) 400,731 - 219,894 - 64,664 - 707,436 1 523,024 1 91,344 - (241,709) - (269,787 ) - 565,383 1		2018
				Amount % $ 67,472,363 88 8,967,320 12 76,439,683 100 58,427,279 77 6,316,715 8 64,743,994 85 (10,695 ) - 11,684,994 15 5,090,711 7 3,979,022 5 255,431 - 9,325,164 12 2,359,830 3 (1,019,521) (1) 480,299 - 196,504 - 91,781 - 565,597 1 492,062 1 619,430 1 (79,809) - (780,079 ) (1 ) 566,264 1 (Continued)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT FROM CONTINUING OPERATIONS BEFORE TAX TAX EXPENSE PROFIT FROM CONTINUING OPERATIONS OTHER COMPREHENSIVE INCOME Components of other comprehensive income that will not be reclassified to profit or loss Gains (losses) on remeasurements of defined benefit plans Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income Share of other comprehensive income (loss) of associates accounted for using equity method Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation Gains on hedging instruments Share of other comprehensive income (loss) of associates accounted for using equity method Other comprehensive income, net TOTAL COMPREHENSIVE INCOME FOR THE YEAR PROFIT, ATTRIBUTABLE TO: Profit, attributable to owners of parent Profit, attributable to non-controlling interests COMPREHENSIVE INCOME, ATTRIBUTABLE TO: Comprehensive income, attributable to owners of parent		2019 Amount % $ 3,556,192 5 (896,569 ) (1 ) 2,659,623 4 59,553 - 3,403,929 5 202,134 - 3,665,616 5 (1,003,372) (2) 1,134 - (126,498 ) - (1,128,736 ) (2 ) 2,536,880 3 $ 5,196,503 7 $ 2,285,769 3 373,854 1 $ 2,659,623 4 $ 4,773,707 6		2018
				Amount % $ 2,926,094 4 (966,330 ) (1 ) 1,959,764 3 (172,561) - 282,771 - (176,425 ) - (66,215 ) - 202,068 - 7,614 - 8,005 - 217,687 - 151,472 - $ 2,111,236 3 $ 1,440,003 2 519,761 1 $ 1,959,764 3 $ 1,597,278 2 (Continued)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Comprehensive income, attributable to non-controlling interests EARNINGS PER SHARE Basic earnings per share Diluted earnings per share		2019 Amount % $ 422,796 1 $ 5,196,503 7 $ 1.38 $ 1.38		2018
				Amount % $ 513,958 1 $ 2,111,236 3 $ 0.87 $ 0.87

(Concluded)

Appendix 4

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

					Equity Attributable to Owners of Parent
Share Capital Shares (In Thousands) Amount 1,660,372 $ 16,603,715 - - 1,660,372 16,603,715 - - - - - - - - - - - - - - - - - - - - - - - - - - 1,660,372 16,603,715 - - - - - - - - - - - - - - - - - - - - - - - - 1,660,372 $ 16,603,715		Capital Surplus		Total $ 1,046,800 - 1,046,800 - - - - (40,151 ) (18 ) (29,430 ) 12,728 - - - - - 989,929 - - - - (6,123 ) 3,085 (962 ) 14,240 - - - - $ 1,000,169	Retained Earnings	Total $ 13,894,534 112,035 14,006,569 - (996,223 ) - - 50,004 - - (55,614 ) - 1,440,003 (165,751 ) 1,274,252 (37,596 ) 14,241,392 - (996,223 ) - - 555 - - 61 2,285,769 59,516 2,345,285 288,213 $ 15,879,283		Other Equity		Gains (Losses) on Hedging Instruments $ - (14,871 ) (14,871 ) - - - - - - - - - - 7,861 7,861 - (7,010 ) - - - - - - - - - 633 633 - $ (6,377 )
							Exchange Differences on Translation of Foreign Financial Statements $ (263,411 ) - (263,411 ) - - - - - - - - - - 223,046 223,046 - (40,365 ) - - - - - - - - - (995,837 ) (995,837 ) - $ (1,036,202 )	Unrealized Gains (Losses) on Unrealized Gains(Losses) on Financial Assets Measured at Fair Value Available-for- Through Other sale Financial Assets Comprehensive Income $ 1,964,407 $ - (1,964,407 ) 3,545,472 - 3,545,472 - - - - - - - - - (339 ) - - - - - - - - - - - 92,119 - 92,119 - 37,596 - 3,674,848 - - - - - - - - - (555 ) - - - - - (61 ) - - - 3,423,626 - 3,423,626 - (288,213 ) $ - $ 6,809,645	Gains (Losses) on Effective Portion of Cash Flow Hedges $ (14,871 ) 14,871 - - - - - - - - - - - - - - - - - - - - - - - - - - - $ -
Shares (In Thousands) 1,660,372 - 1,660,372 - - - - - - - - - - - - - 1,660,372 - - - - - - - - - - - - 1,660,372	Treasury Shares $ 14,947 - 14,947 - - - - - - - - - - - - - 14,947 - - - - - - - - - - - - $ 14,947	Consolidation Excess $ 293,124 - 293,124 - - - - - - - - - - - - - 293,124 - - - - - - - - - - - - $ 293,124	Other $ 738,729 - 738,729 - - - - (40,151 ) (18 ) (29,430 ) 12,728 - - - - - 681,858 - - - - (6,123 ) 3,085 (962 ) 14,240 - - - - $ 692,098		Unappropriated Legal Reserve Special Reserve Retained Earnings $ 3,254,722 $ 4,030,039 $ 6,609,773 - - 112,035 3,254,722 4,030,039 6,721,808 160,651 - (160,651 ) - - (996,223 ) - (1,455 ) 1,455 - - - - - 50,004 - - - - - - - - (55,614 ) - - - - - 1,440,003 - - (165,751 ) - - 1,274,252 - - (37,596 ) 3,415,373 4,028,584 6,797,435 144,000 - (144,000 ) - - (996,223 ) - (1 ) 1 - - - - - 555 - - - - - - - - 61 - - 2,285,769 - - 59,516 - - 2,345,285 - - 288,213 $ 3,559,373 $ 4,028,583 $ 8,291,327

Appendix 5

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES, INDIRECT METHOD Profit before tax Adjustments to reconcile profit (loss) Depreciation and amortization expenses Expected credit loss (gain) Net gain on financial assets or liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates accounted for using equity method Loss on disposal of property, plant and equipment Gain on disposal of investment properties Loss (gain) on disposal of investments Write-downs of inventories Unrealized foreign exchange loss (gain) Loss on changes in fair value less costs to sell of biological assets Gain on bargain purchases Changes in operating assets and liabilities Decrease (increase) in current financial assets at fair value through profit or loss, mandatorily measured at fair value Decrease (increase) in notes receivable, net Decrease (increase) in accounts receivable, net Decrease (increase) in accounts receivable due from related parties, net Decrease (increase) in current inventories Decrease (increase) in current biological assets Decrease (increase) in prepayments Decrease (increase) in other current assets, others Increase (decrease) in financial liabilities held for trading Increase (decrease) in current contract liabilities Increase (decrease) in notes and accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payable, others Increase (decrease) in other current liabilities, others Increase (decrease) in net defined benefit liability, non-current Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows generated from operating activities	2019 $ 3,556,192 4,209,698 (30,759) (91,344) 930,214 (219,894) (707,436) (400,731) 236 (26,638) 997 84,850 (117,880) 6,089 - 771,620 759,436 (96,169) (8,743) 1,329,001 (75,863) (289,560) 99,712 (514,105) 16,165 1,184,873 118,095 81,138 365,118 (120,116 ) 10,814,196 200,973 1,138,691 (814,295) (798,952 ) 10,540,613	2018 $ 2,926,094 3,960,459 43,363 (619,430) 1,019,521 (196,504) (565,597) (480,299) 7,197 (3,948) (65) 48 829,797 10,695 (6,975) (100,256) 199,854 446,253 (68,998) (1,266,668) (106,099) 86,395 83,167 (286,904) 41,780 (776,680) 23,384 441,683 65,809 (128,643 ) 5,578,433 194,990 874,494 (1,053,490) (651,605 ) 4,942,822

(Continued)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS USED IN INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of financial assets for hedging Disposal of financial assets for hedging Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Net cash flow from acquisition of subsidiaries Proceeds from disposal of subsidiaries Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of right-of-use assets Proceeds from disposal of investment properties Decrease in other financial assets Decrease (increase) in other non-current assets Decrease in long-term lease prepayments Increase in other current liabilities, others Net cash flows used in investing activities CASH FLOWS USED IN FINANCING ACTIVITIES Increase in current borrowings Decrease in current borrowings Decrease in short-term notes and bills payable Proceeds from long-term debt Repayments of long-term debt Payments of lease liabilities Increase in other non-current liabilities, others Cash dividends paid Change in non-controlling interests Overdue dividends received Net cash flows used in financing activities	2019 $ (5) 283,222 66,769 (1,854,993) - (174) - (3,770) 60 - (406) 199,432 (3,890,640) 130,438 (147,333) 30,013 35,784 (62,910) - 1,365,735 (3,848,778 ) 1,159,513 - (670,116) - (4,172,787) (166,571) 115,209 (996,223) (385,857) 3,088 (5,113,744 )	2018 $ (83,777) 140,668 46,122 - 745,296 - 6,521 - 1,345 77,041 - 282,170 (3,981,233) 125,424 - 17,585 303,859 78,819 2,175 - (2,237,985 ) - (1,122,728) (1,326,681) 1,413,994 - - 32,685 (996,223) (196,573) 5 (2,195,521 ) (Continued)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 $ (173,831 ) 1,404,260 4,658,611 $ 6,062,871	2018 $ 4,401 513,717 4,144,894 $ 4,658,611 (Concluded)

Appendix 6

YFY INC.

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash Current financial assets at fair value through profit or loss Accounts receivable due from related parties, net Other receivables Other current assets, others Total current assets NON-CURRENT ASSETS Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property, net Deferred tax assets Other non-current assets, others Total non-current assets TOTAL ASSETS LIABILITIES AND EQUITY CURRENT LIABILITIES Current borrowings Short-term notes and bills payable Accounts payable to related parties Other payables, others Current tax liabilities Current lease liabilities Other current liabilities, others Total current liabilities NON-CURRENT LIABILITIES Non-current portion of non-current borrowings Deferred tax liabilities Non-current lease liabilities Net defined benefit liability, non-current Other non-current liabilities, others Total non-current liabilities Total liabilities EQUITY Share capital Capital surplus Retained earnings Other equity interest Total equity TOTAL LIABILITIES AND EQUITY		2019 Amount % $ 6,496 - 58,218 - 426 - 117,291 - 3,808 - 186,239 - 160,964 - 11,801,339 19 49,408,023 77 619,312 1 4,549 - 1,858,761 3 101,728 - 32,940 - 63,987,616 100 $ 64,173,855 100 $ 1,977,000 3 1,128,937 2 1,407 - 58,609 - 10,143 - 1,835 - 14,570 - 3,192,501 5 20,624,915 32 350,656 1 2,704 - 746,342 1 6,504 - 21,731,121 34 24,923,622 39 16,603,715 26 1,000,169 1 15,879,283 25 5,767,066 9 39,250,233 61 $ 64,173,855 100		2018
				Amount % $ 5,927 - 20,104 - 1,782 - 56,715 - 3,916 - 88,444 - 160,964 1 9,768,752 16 47,594,614 79 620,320 1 - - 1,859,815 3 137,339 - 36,874 - 60,178,678 100 $ 60,267,122 100 $ 1,830,000 3 1,399,570 2 1,536 - 57,916 - 51,567 - - - 17,676 - 3,358,265 5 20,196,679 34 350,670 1 - - 890,549 1 8,450 - 21,446,348 36 24,804,613 41 16,603,715 27 989,929 2 14,241,392 24 3,627,473 6 35,462,509 59 $ 60,267,122 100

Appendix 7

YFY INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE Investment OPERATING EXPENSES NET OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Finance costs Rent income Dividend income Other income, others Gain on disposal of investment properties Miscellaneous disbursements Total non-operating income and expenses PROFIT FROM CONTINUING OPERATIONS BEFORE TAX TAX BENEFIT (EXPENSE) PROFIT FROM CONTINUING OPERATIONS OTHER COMPREHENSIVE INCOME Components of other comprehensive income that will not be reclassified to profit or loss Gains (losses) on remeasurements of defined benefit plans Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income Share of other comprehensive income (loss) of subsidiaries and associates accounted for using equity method Components of other comprehensive income that will be reclassified to profit or loss Share of other comprehensive income (loss) of subsidiaries and associates accounted for using equity method		2019 Amount % $ 2,414,115 100 349,085 15 2,065,030 85 (336,147) (14) 50,057 2 366,404 15 29,066 2 26,105 1 (46 ) - 135,439 6 2,200,469 91 85,300 4 2,285,769 95 81,766 3 2,050,269 85 1,351,107 56 3,483,142 144 (995,204 ) (41 ) (995,204 ) (41 )		2018
				Amount % $ 1,773,764 100 334,364 19 1,439,400 81 (355,192) (20) 49,785 3 296,088 17 21,034 1 3,948 - (60 ) - 15,603 1 1,455,003 82 (15,000 ) (1 ) 1,440,003 81 (126,468) (7) 77,210 4 (24,374 ) (1 ) (73,632 ) (4 ) 230,907 13 230,907 13 (Continued)

YFY INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Other comprehensive income, net TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic earnings per share Diluted earnings per share		2019 Amount % $ 2,487,938 103 $ 4,773,707 198 $ 1.38 $ 1.38		2018
				Amount % $ 157,275 9 $ 1,597,278 90 $ 0.87 $ 0.87

(Concluded)

Appendix 8

YFY INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Share Capital Shares (In Thousands) Amount 1,660,372 $ 16,603,715 - - 1,660,372 16,603,715 - - - - - - - - - - - - - - - - - - - - - - 1,660,372 16,603,715 - - - - - - - - - - - - - - - - - - - - - - 1,660,372 $ 16,603,715		Capital Surplus	Capital Surplus	Retained Earnings		Other Equity
					Exchange Differences on Translation of Foreign Financial Statements $ (263,411 ) - (263,411 ) - - - - - - - - 223,046 223,046 - (40,365 ) - - - - - - - - (995,837 ) (995,837 ) - $ (1,036,202 )	Unrealized Gains Unrealized Gains (Losses) on Financial Assets Measured at (Losses) on Fair Value Available-for- Through Other sale Financial Assets Comprehensive Income $ 1,964,407 $ - (1,964,407 ) 3,545,472 - 3,545,472 - - - - - - - (339 ) - - - - - - - - - 92,119 - 92,119 - 37,596 - 3,674,848 - - - - - - - (555 ) - - - - - (61 ) - - - 3,423,626 - 3,423,626 - (288,213 ) $ - $ 6,809,645	Gains (Losses) on Effective Portion of Cash Flow Hedges $ (14,871 ) 14,871 - - - - - - - - - - - - - - - - - - - - - - - - $ -
				Unappropriated Legal Reserve Special Reserve Retained Earnings $ 3,254,722 $ 4,030,039 $ 6,609,773 - - 112,035 3,254,722 4,030,039 6,721,808 160,651 - (160,651 ) - - (996,223 ) - (1,455 ) 1,455 - - 50,004 - - - - - - - - (55,614 ) - - 1,440,003 - - (165,751 ) - - 1,274,252 - - (37,596 ) 3,415,373 4,028,584 6,797,435 144,000 - (144,000 ) - - (996,223 ) - (1 ) 1 - - 555 - - - - - - - - 61 - - 2,285,769 - - 59,516 - - 2,345,285 - - 288,213 $ 3,559,373 $ 4,028,583 $ 8,291,327
Shares (In Thousands) 1,660,372 - 1,660,372 - - - - - - - - - - - 1,660,372 - - - - - - - - - - - 1,660,372	Treasury Shares $ 14,947 - 14,947 - - - - - - - - - - - 14,947 - - - - - - - - - - - $ 14,947	Consolidation Excess $ 293,124 - 293,124 - - - - - - - - - - - 293,124 - - - - - - - - - - - $ 293,124	Other $ 738,729 - 738,729 - - - (40,151 ) (18 ) (29,430 ) 12,728 - - - - 681,858 - - - (6,123 ) 3,085 (962 ) 14,240 - - - - $ 692,098

Appendix 9

YFY INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES, INDIRECT
METHOD
Profit before tax

Adjustments to reconcile profit (loss)
Depreciation and amortization expenses
Net gain on financial assets or liabilities at fair value through profit
or loss
Finance costs
Interest income
Dividend income
Share of profit of subsidiaries and associates accounted for using
equity method

Gain on disposal of investment properties
Gain on disposal of investments
Unrealized foreign exchange gain
Changes in operating assets and liabilities
Decrease (increase) in current financial assets at fair value through
profit or loss, mandatorily measured at fair value
Decrease (increase) in accounts receivable due from related parties,
net
Decrease (increase) in other receivable
Decrease (increase) in other current assets, others
Increase (decrease) in accounts payable to related parties
Increase (decrease) in other payable, others
Increase (decrease) in other current liabilities, others
Increase (decrease) in net defined benefit liability, non-current

Cash outflow used in operations
Interest received
Dividends received
Interest paid
Income taxes paid

Net cash flows generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value through other
comprehensive income
Proceeds from capital reduction of financial assets at fair value through
other comprehensive income
Acquisition of investments accounted for using equity method
Proceeds from capital reduction of investments accounted for using
equity method
Acquisition of property, plant and equipment

2019
2018
$ 2,200,469
$ 1,455,003
13,357
10,850
(6,354)
(6,323)
336,147
355,192
(29)
(65)
(366,404)
(296,088)
(2,414,115)
(1,773,764)
(26,105)
(3,948)
(241)
(376)
-
(93)
(38,000)
(14,000)
1,356
4,956
600
9,295
381
1,019
(129)
(685)
3,015
(4,663)
(3,106)
(3,060)

(42,000
)

(36,000
)
(341,158)
(302,750)
6,269
6,309
1,147,338
1,054,908
(339,375)
(358,125)

(2,144
)

(624
)

470,930

399,718
-
(36,642)
452
-
17,230
18,655
(30,000)
-
213,071
426,750
(2,709)
(8,174)
(Continued)

YFY INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment Proceeds from disposal of investment properties Increase in other non-current assets Net cash flows generated from investing activities CASH FLOWS USED IN FINANCING ACTIVITIES Increase in current borrowings Decrease in short-term notes and bills payable Proceeds from long-term debt Payments of lease liabilities Increase (decrease) in other non-current liabilities, others Cash dividends paid Overdue dividends received (paid) Net cash flows used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH NET INCREASE (DECREASE) IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2019 $ 9 26,106 (2,947 ) 221,212 147,000 (270,000) 428,236 (1,725) (1,946) (996,223) 3,085 (691,573 ) - 569 5,927 $ 6,496	2018 $ 3,416 6,133 (2,943 ) 407,195 491,000 (440,000) 132,451 - 931 (996,223) (18 ) (811,859 ) 93 (4,853) 10,780 $ 5,927

(Concluded)

Appendix 10

YFY INC.

2019 STATEMENT of EARNINGS DISTRIBUTION

UNIT:NTD

	UNIT:NTD
Item	Amount
Distributable retained earnings
A Unappropriated earnings at beginningof the fiscalyear	5,657,212,092
B Netprofit for theyear ended Dec 31,2019	2,285,768,948
C Remeasurement of defined benefitplans	81,765,600
D Gain on disposal of FVOCI financial assets(incl. investment companies)	288,212,817
E Net Profit for theyear ended Dec 31,2019	(21,633,567)
F Reversal of special reserve	950
Total	8,291,326,840

Distribution Items
1 Legal Reserve((B~F)*10%)	263,411,475
2 Cash Dividend(0.7per share)	1,162,260,047
2 Unappropriated retained earnings	6,865,655,318
Total	8,291,326,840

Chairman: CEO: Controller: Felix Ho Wei-Li Tsai C F Wu

Appendix 11-1

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders YFY Inc.

Opinion

We have audited the accompanying consolidated financial statements of YFY Inc. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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, 2019. 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.

Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Estimation of Expected Credit Loss Recognized on Accounts Receivable

The accounts receivable of the Group’s significant components are material in amount. In consideration of transactions with various counterparties, the recoverability of accounts receivable is subject to not only each customer’s financial condition but also management’s estimation and judgment. Therefore, we identified the estimation of expected credit loss recognized on accounts receivable as a key audit matter.

For related policies and relevant information on the estimation of expected credit loss of accounts receivable, refer to Notes 4, 5 and 11 to the accompanying consolidated financial statements.

The key audit procedures that we performed in respect of the expected credit loss on accounts receivable included the following:

We obtained and assessed the reasonableness of the method and the information used by management for the estimation of expected credit loss recognized on accounts receivable.
We tested sample items in the aging report on the balance sheet date and verified the correctness of the calculation of the expected credit loss.
We analyzed overdue receivables and performed sampling on the collection of overdue receivables after the balance sheet date. We assessed the reasonableness of the expected credit loss recognized on accounts receivable based on customers’ historical payment records, credit line control and overdue receivables tracking.

Other Matter

We did not audit the financial statements as of and for the years ended December 31, 2019 and 2018 of Jupiter Prestige Group Holdings Limited and its subsidiaries, Lotus Ecoscings & Engineering Co., Ltd., Fidelis IT Solutions Co., Ltd., YFY Biotech Management Company, Syntax Communication (H.K.) Ltd., Ever Growing Agriculture Biotech Co., Ltd., the subsidiaries of Willpower Industries Ltd., the subsidiaries of Winsong Packaging Investment Company Limited and Livebricks Inc. and the financial statements as of and for the year ended December 31, 2019 of Sustainable Carbohydrate Innovation Co., Ltd., which are included in the consolidated financial statements of the Group, but such financial statements were audited by other auditors, whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in the Group’s consolidated financial statements for these subsidiaries, is based solely on the reports of other auditors. As of December 31, 2019 and 2018, the assets of these subsidiaries were NT$6,716,882 thousand and NT$6,053,763 thousand, respectively, representing 5.5% and 5.1% of the total consolidated assets. For the years ended December 31, 2019 and 2018, the net sales of these subsidiaries were NT$6,657,616 thousand and NT$3,431,947 thousand, respectively, representing 8.9% and 4.5% of the consolidated net sales. In addition, as of and for the years ended December 31, 2019 and 2018, the financial statements of Taiwan Genome Sciences, Inc. and Perpetual Prosperity Printing Technology Co., Ltd., an investment accounted for using the equity method, were audited by other auditors. Thus, our opinion, insofar as it relates to the calculation of the Group’s share in these investees’ profit or loss and other comprehensive income, is based solely on the report of other auditors. As of December 31, 2019 and 2018, the carrying amounts of these investees were NT$112,618 thousand and NT$158,847 thousand, respectively. These investees’ net profit or loss were included in the Group’s total comprehensive income and loss for the years ended December 31, 2019 and 2018 which were a loss of NT$36,103 thousand and a gain of NT$4,411 thousand, respectively.

We have also audited the financial statements of YFY Inc. as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion, including an Other Matter paragraph, 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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 the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 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.

The engagement partners on the audit resulting in this independent auditors’ report are Hui-Min Huang and Ching-Pin Shih.

Deloitte & Touche Taipei, Taiwan Republic of China

March 23, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance 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.

For the convenience of readers, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

Appendix 11-2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders YFY Inc.

Opinion

We have audited the accompanying financial statements of YFY Inc. (the Company), which comprise the balance sheets as of December 31, 2019 and 2018, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 based on our audits and the report of other auditors.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Key audit matters of the Company’s financial statements for the year ended December 31, 2019 are stated as follows:

The Valuation of Investments Accounted for Using the Equity Method

Under the investments accounted for using the equity method, the financial position and performance of some significant components of the Company will significantly affect the Company. The accounts receivable of significant components of the Company are material in amount. In consideration of transactions with various counterparties, the recoverability of accounts receivable is subject to not only each customer’s financial condition but also management’s estimation and judgment. Therefore, the estimation of expected credit loss recognized on accounts receivable has been identified as a key audit matter.

For related policies and relevant information about investments accounted for using the equity method, refer to Notes 4 and 9 to the accompanying financial statements.

The key audit procedures that we performed in respect of the valuation of investments accounted for using the equity method included the following:

We obtained and assessed the reasonableness of the method and the information used by management for the estimation of expected credit loss recognized on accounts receivable.
We tested sample items in the aging report on the balance sheet date and verified the correctness of the calculation of the expected credit loss.
We analyzed overdue receivables and performed sampling on the collection of overdue receivables after the balance sheet date. We assessed the reasonableness of the expected credit loss recognized on accounts receivable based on customers’ historical payment records, credit line control and overdue receivables tracking.

Other Matter

We did not audit the financial statements as of and for the years ended December 31, 2019 and 2018 of Lotus Ecoscings & Engineering Co., Ltd., Fidelis IT Solutions Co., Ltd., Taiwan Genome Science, Inc., Syntax Communication (H.K.) Ltd., which is accounted for using the equity method by Chung Hwa Pulp Corp., Ever Growing Agriculture Biotech Co., Ltd., which is accounted for using the equity method by Yuen Foong Yu Consumer Products Co., Ltd., YFY Biotech Management Company and Livebricks Inc, which are accounted for using the equity method by YFY Paradigm Investment Co., Ltd., Jupiter Prestige Group Holdings Limited and its subsidiaries, which are accounted for using the equity method by YFY Global Investment BVI Corp., Perpetual Prosperity Printing Technology Co., Ltd., the subsidiaries of Willpower Industries Ltd. and the subsidiaries of Wingsong Packaging Investment Company Ltd., which are accounted for using the equity method by YFY International BVI Corp., and the financial statements as of and for the year ended December 31, 2019 of Sustainable Carbohydrate Innovation Co., Ltd., but such financial statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the investments accounted for using the equity method and the net profit of investments, is based solely on the reports of other auditors. As of December 31, 2019 and 2018, the long-term equity investments of these investee companies were NT$2,498,563 thousand and NT$2,062,364 thousand, respectively, representing 3.9% and 3.4%, respectively, of the Company’s total assets. As of and for the years ended December 31, 2019 and 2018, the net investment income of these investee companies were NT$417,930 thousand and NT$156,851 thousand, respectively, representing 8.8% and 9.8%, respectively, of the Company’s total comprehensive income and loss.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

Identify and assess the risks of material misstatement of the 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 Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are
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responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2019 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.

The engagement partners on the audit resulting in this independent auditors’ report are Hui-Min Huang and Ching-Pin Shih.

Deloitte & Touche Taipei, Taiwan Republic of China March 23, 2020

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance 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 financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

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Appendix 12

YFY INC AUDIT COMMITTEE’S REVIEW REPORT

Date: March 23, 2020

The Company’s 2019 business report, financial statements and proposal of earnings distribution have been reviewed and determined to be correct and accurate by the Audit Committee, so according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act

We hereby submit this report to the 2019 Annual General Meeting of shareholders of the Company.

YFY Inc. Convener of the Audit Committee: Wen-cheng Huang

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Appendix 13 [Amendment effective as of the shareholders' meeting on March 23, 2020] YFY INC.

Board of Directors Meeting Procedures

		[Amendment effective as of the shareholders' meeting on March 23, 2020] YFY INC. Board of Directors Meeting Procedures
Article	1.	These Procedures are established in accordance with Article 2 of the Regulations
		Governing Procedure for Board of Directors Meetings of Public Companies to provide
		guidance over board meetings, and thereby enhance the supervisory role of the
		Company's board of directors.
Article	2.	All issues related to the company's board of directors meetings, such as agendas,
		procedures, minutes recording, and announcements, shall be handled in accordance
		with standards set forth in these Procedures.
Article	3.	YFY's board meetings shall be convened at least once every quarter.
		When convening a board meeting, the convener shall clearly explain in the meeting
		notice the purpose of the meeting and shall notify all directors seven days prior to the
		meeting. However, a board of directors' meeting may be called at any time in the event
		of an emergency.
		The abovementioned meeting notice, following the agreement of the corresponding
		person, shall be sent via email.
		Items under Article 7, Paragraph 1 of these Procedures shall list the reasons for
		convening a meeting, except in the case of an emergency or with just cause, and the
		items may not be raised in the form of an extraordinary motion.
Article	4.	Board meetings shall be convened within YFY's premises during office hours or at
		another suitable time and at a place deemed convenient for the board of directors.
Article	5.	YFY's law department is designated by the board of directors to administer board
		meeting affairs.
		The designated department for administering board meeting affairs shall prepare the
		meeting agenda and provide comprehensive information for the meeting. Such
		meeting information shall be delivered along with the meeting notice.
		Should they consider the existing information to be insufficient, directors may request
		the designated department for administering board meeting affairs to provide
		supplemental information. Directors may resolve to postpone certain agendas if they
		consider the information presented to them to be inadequate.
Article	6.	Agenda items for the board of directors' meetings of the Company shall include, at a
		minimum, the following:
		I. Reported items:
		Minutes of the last meeting and implementation status.
		Reports on key financial information.
		Reports on the internal audit progress.
		Reports on other important issues.
		II. Discussions:
		Discussions carried forward from the previous meeting.
		Discussions for the current meeting.
		III. Extraordinary motions:
Article	7.	The following issues shall be raised for discussion in the Company's board meetings:
		I. YFY's business plans.
		II. Financial Reports are duly signed or sealed by the Chairman, managerial
		officer, and accounting officer ,andsecond-quarter Financial Reports are
		audited by a certified public accountant.
		III. According to Article 14-1 of the Securities and Exchange Act, there shall be an

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establishment and amendment to the internal control system and an assessment of its effectiveness.

IV. According to Article 36-1 of the Securities and Exchange Act, there shall be an establishment and amendment of procedures governing acquisition or disposal of assets, transaction of derivatives, lending funds to third parties, endorsements and guarantees, or other provisions for the processing of major financial business activities.
V. Public offering, issuance, or private offering of equity securities
VI. Appointment or removal of chief officers of finance, accounting and internal audit.
VII. Donations to related parties or major donations to non-related parties. However, charitable donations for emergency rescues due to major natural disasters must be submitted for subsequent ratification at the next board meeting.
VIII. Decisions that shall be resolved through a shareholders' meeting or a board meeting according to Article 14-3 of the Securities and Exchange Act, the Articles of Incorporation or other regulations, and any major issues prompted by the competent authority.

The "related persons" mentioned in Subparagraph 7 of the preceding paragraph refers to the related persons as defined by the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The mentioned significant donation to non-related persons refers to a single donation or the accumulation within one year of over NT$100 million to the same person; or amounted to 1% of the Company's net income; or over 5% of the Company's paid-in capital as calculated according to the most recent CPA certified financial report.

The above-mentioned "one year" shall date back one year from the date when the current board meeting was convened. Donations already approved by the board of directors at that time shall be excluded.

Paragraph 2 concerning the amount to be 5% of the paid-in capital: if foreign company stock shares have no face value or face value per share is not equivalent to NT$10, the calculation for the amount of 5% should be calculated according to 2.5% of shareholders' equity.
At least one independent director shall be in attendance at board meetings; in the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under Paragraph 1, all independent directors shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. Any objections or qualified opinions expressed by independent directors shall be recorded in meeting minutes. If an independent director is unable to express objections or qualified opinions personally at the board meeting, the opinion shall be raised in writing in advance unless there is justifiable reason not to do so. Such opinions shall also be recorded in board meeting minutes.
Article 8. Attendance logs shall be provided during board meetings and signed by all directors present at the meeting.
Directors are required to attend board meetings in person. Those who are unable to attend in person may designate another director as a proxy in accordance with the Company's articles of association. Directors who participate in meetings via video conferencing shall be deemed to have personally attended the meeting.

If a director wishes to seek proxy attendance by another director, a new proxy form shall be issued for each board meeting, and the extent of delegated authority shall be

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specified for each agenda.

A director may only act as proxy, as mentioned in the 2 preceding Paragraphs, on behalf of one director at a time.

Article 9. Board meetings that are convened by the Chairman shall be chaired by the Chairman. However, the first meeting of each newly elected board of directors shall be called and chaired by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected. If there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to do so.

Where a meeting of the board of directors is called by a majority of directors on their - own initiative in accordance with Article 203, Paragraph 4 or Article 203 1, Paragraph 3 of the Company Act, the directors shall choose one person by and from among themselves to chair the meeting.

If the Chairman is on leave or unable to perform his duties, the Chairman shall appoint a director to act on his or her behalf. If the Chairman does not appoint a deputy, the remaining directors shall appoint an acting chairperson from among themselves.

Article 10. Members of relevant departments or subsidiaries may be notified to attend a board meeting depending on the agenda.
Certified public accountants, lawyers, or other professionals may also be invited to participate in board meetings if necessary. However, these professionals need to be dismissed during the discussion and voting stage.
Article 11. The Company shall make audio or video recordings of the entire proceedings of board meetings and retain the recordings for at least five years, in electronic form or otherwise.
If, before the end of the retention period referred to in the preceding paragraph, any litigation arises in connection with a resolution of a board of directors' meeting, the relevant audio or video recordings shall continue to be retained until the litigation is concluded.
Where meetings are held by way of video conferencing, the recorded video and audio shall be treated as part of the meeting minutes and properly retained during YFY's existence.
Article 12. The chairperson of the meeting may commence the board meeting when it is time to begin and at least half of all directors are present. If a meeting is due to convene but less than half of all directors are present, the chairperson may postpone the meeting. A meeting may be postponed a maximum of two times. If a meeting is due to convene but less than half of all directors are present, the chairperson may postpone the meeting in accordance with Article 3, Paragraph 2.
The term "all directors" mentioned above and in Article 17, Paragraph 2, Subparagraph 2 of these Procedures shall refer to those who are currently in office.
Article 13. YFY's board meetings shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice. However, the order may be changed with the approval of a majority of directors present at the meeting.
The chairperson may not declare the meeting adjourned without the approval of a majority of directors present at the meeting.

YFY's board meetings shall be conducted in accordance with the order of business on the agenda as specified in the meeting notice.

Article 14. When the chairperson at a board meeting is of the opinion that a matter has been
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sufficiently discussed to a degree of putting to a vote, the chairperson may announce the end of discussion and bring the matter to vote.

When a motion is made to resolve a proposal by YFY's board of directors, the matter is deemed approved if the chairperson puts the matter before all directors present at the meeting and none voices an objection. Should an objection be expressed upon a query by the chairperson, the agenda shall proceed to the voting process.

Article 15. Unless otherwise specified in the Securities and Exchange Act and the Company Act, all board resolutions shall be affected with the presence of more than half of the board and the support of more than half of those present at the meeting.

The chairperson may choose to proceed with voting in any of the following methods, but if there is any objection from any attendants, the chairperson shall proceed according to the opinion of the majority:

I. Vote by a show of hands.
II. Vote by roll call.
III. Ballot votes.
IV. Other voting methods determined by YFY.

"All directors present at the meeting," as mentioned in Article 14, Paragraph 2 and the preceding paragraph, does not include directors who are prohibited from exercising voting rights, as mentioned in Article 16, Paragraph 1 and 2.

When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. In the event that one of the cases has already been resolved, however, the other cases shall be considered rejected, and no further voting is required.

If it is necessary to appoint personnel to monitor or count the votes, the chairperson shall make such appointments accordingly. The individuals monitoring the votes, however, shall be the directors of the Company.

The results of each vote shall be announced on the spot and recorded in the meeting minutes.

Article 16. If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter. Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is an interested party with respect to an agenda item as described in the preceding paragraph, then the said director shall be deemed to be an interested party with respect to that agenda item.
With respect to a resolution of YFY's board of directors, where a director is forbidden from exercising his/her voting rights pursuant to the two preceding paragraphs, the provisions of Article 180, Paragraph 2 of the Company Act which applies mutatis mutandis to Article 206, Paragraph 4 of the same Act shall be followed.
Article 17. All meetings of YFY's board of directors shall be recorded in the meeting minutes, which shall include detailed accounts of the following items:
I. The meeting session (or year), time, and location.
II. The name of the chairperson.
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III. Director attendance, including the names and number of the directors who are attending, on leave, and absent.
IV. The names and titles of the attendees.
V. The name of the recorder.
VI. Items to report.
VII. Discussions: Includes the resolution method and the outcome of the motion, a summary of the comments made by directors, experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; objections or qualified opinions expressed at the meeting that were included in records or stated in writing; and any opinions issued in writing by an independent director under Article 7, Paragraph 5.
VIII. Extraordinary motions: The name of the proposer, the method of resolution and the result for each motion, a summary of the comments made by directors, supervisors, experts, or other persons. The name of any director that is an interested party as referred to in Paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal. Opinions or qualified opinions expressed at the meeting that were included in records or stated in writing.

IX. Other statutory information:

If the board resolution involves any of the following, the details of which shall be addressed in the meeting minutes and reported to the information reporting website designated by the competent authority within two days after the board resolution is made:

I. Objections or qualified opinions expressed by independent directors on record or in writing.
II. Any matters that are not agreed upon by the Audit Committee but passed by more than two-thirds of the full amount of directors.
The attendance book constitutes part of the board meeting minutes and shall therefore be properly retained for the duration of YFY's existence.

The meeting minutes shall be signed or sealed by the chairperson of the meeting and the recorder, issued to each member within 20 days after the meeting, classified as YFY's critical documents, and properly retained during YFY's existence.

The preparation and distribution of meeting minutes as prescribed in Paragraph 1 may be made in electronic form.

Article 18. These Principles shall become effective upon approval by the board of directors and reported in the shareholders meeting.
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YFY INC.YFY INC.

Amendment chart of the Board of Directors Meeting Procedures

Article	Amended article	Amended article	ExistingArticle	ExistingArticle	Description
Article 7	The following issues shall be raised for discussion in the Company's board meetings: I. YFY's business plans. II. Financial Reports are duly signed or sealed by the Chairman, managerial officer, and accounting officer ,and second-quarter Financial Reports are audited by a certified public accountant . III. According to Article 14-1 of the Securities and Exchange Act, there shall be an establishment and amendment to the internal control system and an assessment of its effectiveness. IV. According to Article 36-1 of the Securities and Exchange Act, there shall be an establishment and amendment of procedures governing acquisition or disposal of assets, transaction of derivatives, lending funds to third parties, endorsements and guarantees, or other provisions for the processing of major financial business activities. V. Public offering, issuance, or private offering of equity securities VI. Appointment or removal of chief officers of finance, accounting and internal audit. VII. Donations to related parties or major donations to non-related parties. However, charitable donations for emergency rescues due to major natural disasters must be submitted for subsequent ratification at the next board		The following issues shall be raised for discussion in the Company's board meetings: I. YFY's business plans. II. Annual financial reports and semi-annual financial reports. This, however, shall not include the semi-annual financial reports that, according to law, do not need to be audited by a CPA. III. According to Article 14-1 of the Securities and Exchange Act, there shall be an establishment and amendment to the internal control system and an assessment of its effectiveness. IV. According to Article 36-1 of the Securities and Exchange Act, there shall be an establishment and amendment of procedures governing acquisition or disposal of assets, transaction of derivatives, lending funds to third parties, endorsements and guarantees, or other provisions for the processing of major financial business activities. V. Public offering, issuance, or private offering of equity securities VI. Appointment or removal of chief officers of finance, accounting and internal audit. VII. Donations to related parties or major donations to non-related parties. However, charitable donations for emergency rescues due to major natural disasters must be submitted for subsequent ratification at the next board		Amendments shall be made in accordance with the amendment of Subparagraph 10, Paragraph 1, Article 14-5 of the Securities and Exchange Act.
		Chairman, managerial officer,
		and accounting officer ,and second-quarter Financial		include the semi-annual
				financial reports that,
		Reports are audited by a		according to law, do not need
		certified public accountant . According to Article 14-1 of the Securities and Exchange Act, there shall be an establishment and amendment to the internal control system and an assessment of its effectiveness. According to Article 36-1 of the Securities and Exchange Act, there shall be an establishment and amendment of procedures governing acquisition or disposal of assets, transaction of derivatives, lending funds to third parties, endorsements and guarantees, or other provisions for the processing of major financial business activities. Public offering, issuance, or private offering of equity securities Appointment or removal of chief officers of finance, accounting and internal audit. Donations to related parties or major donations to non-related parties. However, charitable donations for emergency rescues due to major natural disasters must be submitted for subsequent ratification at the next board		to be audited by a CPA. According to Article 14-1 of the Securities and Exchange Act, there shall be an establishment and amendment to the internal control system and an assessment of its effectiveness. According to Article 36-1 of the Securities and Exchange Act, there shall be an establishment and amendment of procedures governing acquisition or disposal of assets, transaction of derivatives, lending funds to third parties, endorsements and guarantees, or other provisions for the processing of major financial business activities. Public offering, issuance, or private offering of equity securities Appointment or removal of chief officers of finance, accounting and internal audit. Donations to related parties or major donations to non-related parties. However, charitable donations for emergency rescues due to major natural disasters must be submitted for subsequent ratification at the next board

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	meeting. VIII. Any matter that, under Article 14-3 of the Securities and Exchange Act or any other laws, regulations, or the Articles of Incorporation of the Company, must be approved by a resolution of the shareholders' meeting or board meeting, or any material matter as may be prescribed by the competent authority. ..........	meeting. VIII. Any matter that, under Article 14-3 of the Securities and Exchange Act or any other laws, regulations, or the Articles of Incorporation of the Company, must be approved by a resolution of the shareholders' meeting or board meeting, or any material matter as may be prescribed by the competent authority. ..........
Article 9	Board meetingsthat are convened by the Chairman shall be chaired by the Chairman .However, the first meeting of each newly elected board of directors shall be called and chaired by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected. If there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to do so. Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Article 203, Paragraph 4 or Article 203-1, Paragraph 3 of the Company Act, the directors shall choose one person by and from among themselves to chair the meeting. …………	Board meetingsshall be convened and chaired by the Chairman. However, the first meeting of each newly elected board of directors shall be called and chaired by the director who received votes representing the largest portion of voting rights at the shareholders' meeting in which the directors were elected. If there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to do so. …………	Paragraph 1 is amended and Paragraph 2 is revised in accordance with the amendments to Article 203, Paragraph 4 and Article 203-1, Paragraph 3 of the Company Act.
Article 15	………… "All directors present at the meeting," as mentioned in Article 14, Paragraph 2 and the preceding paragraph, does not include directors who are prohibited from exercising voting rights, as mentioned in Article 16, Paragraph 1and 2 . …………	………… "All directors present at the meeting," as mentioned in Article 14, Paragraph 2 and the preceding paragraph, does not include directors who are prohibited from exercising voting rights, as mentioned in Article 16, Paragraph 1. …………	Paragraph 2 is revised and amended in accordance with Article 16 of this Procedure.

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Article 16	If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter. Where the spouse or a blood	If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the Company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter. With respect to a resolution of YFY's board of directors, where a director is forbidden from exercising his/her voting rights pursuant to the preceding paragraph, the provisions of Article 180, Paragraph 2 of the Company Act which applies mutatis mutandis to Article 206, Paragraph3 of the same Act shall be followed.	In accordance with the amendment of Article 206, Paragraph 3 of the Company Act, Paragraph 2 is revised to specify where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is an interested party with respect to an agenda item, then the said director shall be deemed to be an interested party with respect to that agenda item.
	relative within the second degree
	of kinship of a director, or a
	company which has a controlling
	or subordinate relation with a
	director, is an interested party with
	respect to an agenda item as
	described in the preceding
	paragraph, then the said director
	shall be deemed to be an
	interested party with respect to
	that agenda item. With respect to a resolution of YFY's board of directors, where a director is forbidden from exercising his/her voting rights pursuant to thetwo preceding paragraphs, the provisions of Article 180, Paragraph 2 of the Company Act which applies mutatis mutandis to Article 206, Paragraph4 of the same Act shall be followed.

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Appendix 14 [Amendment effective as of the shareholders' meeting on June 22, 2020]

YFY INC.YFY INC. Rules of Procedure for Shareholders' Meetings

Article 1. These Rules are formulated in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and serve as the basis for the Company's shareholders' meeting governance mechanism.
Article 2. The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3. Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Matters pertaining to the election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing the status of the Corporation as a public company, approval of competing with the Corporation by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph 1, Article 185 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extraordinary motions. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or by the Corporation, and the website shall be indicated in the above notice.

The notices for convening the shareholders' meeting have stated the election of directors and supervisors and the date on which they assume office. After the re-election is completed, the same meeting cannot change the date of assumption of office through extraordinary motions or other methods.

Shareholders holding 1 percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting,

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however only one matter shall be allowed in each single proposal. If a proposal contains more than one matter, then the said proposal shall not be included in the agenda. A shareholder proposal that urges the Corporation to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the Board of Directors. In addition, when the circumstances of any subparagraph of Article 172-1, Paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals in writing or by way of electronic transmission, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words. Proposals containing more than 300 words will not be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5. The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
Article 6. This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders
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meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
Article 7. Shareholders meetings that are convened by the Chairman shall be chaired by the Chairman. If the Chairman is unable to perform such duties due to a leave of absence or any other reason, the Chairman may appoint one of the directors to act on the Chairman's behalf. If the Chairman does not appoint a delegate, one shall be elected by the directors from among them.
If the Meeting is chaired by a director other than the Chairman, it shall be one who is familiar with the Company's business and financial status and that had been appointed more than six months prior. The same shall be true for a representative of a juristic person director that serves as chairperson.
It is advisable that shareholders meetings convened by the board of directors be chaired by the Chairman of the Board in person, attended by a majority of directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by someone having the right to convene a meeting, but who is not a member of the Board of Directors, the said person shall chair the meeting. If more than one person has the right to convene the meeting, one shall be elected to chair the meeting.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8. This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Article 9. Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chairperson shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that
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no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

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

Article 10. If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be decided by the board of directors. Relevant motions (including extraordinary motions and amendments to the original motion) should be voted on on a case-by-case basis. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. However, extraordinary motions should be proposed within the scope permitted by law, within the time limit when the chairperson puts the matter before all shareholders present at the meeting, and can only be included in the agenda after receiving approval from the attending shareholders in accordance with legal procedures.
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.
Unless by the resolution of the shareholders' meeting, the chairperson may not declare the meeting ended until all items on the agenda (including extraordinary motions) arranged in the preceding two paragraphs have been completed. The shareholders cannot designate any other person as chairperson and continue the meeting in the same or another place after the meeting is adjourned. If the chairperson declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chairperson in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the discussion closed, call for a vote, and arrange an adequate voting time.
Article 11. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate the speech.
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When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor; the chairperson shall stop any violation.

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

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

Article 12. Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. The method of exercise shall be specified in the shareholders meeting notice. Shareholders exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person. However, shareholders will be deemed to have waived their rights with respect to extraordinary motions and amendments to original proposals of that meeting.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Corporation 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights

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exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Corporation's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chairperson or a person designated by the chairperson shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
Article 14. The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the number of votes with which they were elected.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including statistical weights). When directors are elected, the number of votes for each candidate should be disclosed. The minutes shall be kept permanently throughout the life of the Corporation.
Article 16. On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information
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under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17. Staff handling administrative affairs of the shareholders' meeting shall wear identification badges or arm-bands.
The chairperson may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chairperson may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chairperson's correction, obstructing the proceedings and refusing to heed calls to stop, the chairperson may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18. When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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Appendix 15 [Amendment effective as of the Shareholders' Meeting on June 27, 2012]

YFY INC.YFY INC.

Rules of Procedure for Shareholders' Meetings (Existing Articles)

Article 1. The Shareholders' Meeting of the Company shall be conducted in accordance with the Rules specified herein.
Article 2. Attendance books shall be provided for the shareholders' meeting and signed by the shareholders present. Alternatively, shareholders attending the meeting shall submit an attendance card for the purpose of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 3. Voting rights can be exercised electronically or in writing during a shareholders' meeting. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, the aforesaid shareholders shall also be considered to have forfeited the voting rights on extraordinary motions and resolution amendments. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Corporation 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
The attendance and votes of a shareholders' meeting shall be calculated based on the number of shares represented by the shareholders present at the meeting.
Article 4. Shareholders' meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings shall not begin earlier than 9 AM or later than 3 PM.
Article 5. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the Chairman of the board. When the Chairman of the board is on leave or for any reason unable to exercise the powers of the chairperson, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the managing directors to act as chairperson, or, if there are no managing directors, one of the directors shall be appointed to act as chairperson. Where the Chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chairperson.
If a shareholders meeting is convened by someone having the right to convene a meeting, but who is not a member of the Board of Directors, the said person shall chair the meeting. If more than one person has the right to convene the meeting, one shall be elected to chair the meeting.
Article 6. The Company may designate retained lawyers, certified public accountants or relevant personnel to attend the shareholders' meeting. Staff handling administrative affairs of the shareholders' meeting shall wear identification badges or arm-bands.
Article 7. ASE shall record the whole course of the shareholders' meeting on audio tape or video
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tape, and shall keep the tapes on file for at least one year.

Article 8. The chairperson shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If after two postponements the number of shareholders present is still insufficient while representing at least one third of the total issued shares, provisional resolutions may be adopted in accordance with Article 175 Paragraph 1 of the Company Act.

Article 9. If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. 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.
Unless by the resolution of the shareholders' meeting, the chairperson may not declare the meeting ended until all items on the agenda (including extraordinary motions) arranged in the preceding two paragraphs have been completed. However, in the event that the chairperson adjourns the meeting in violation of rules of the meeting, the shareholders may designate, by a majority of votes represented by shareholders attending the meeting, one person as chairperson to continue with the meeting. The shareholders cannot designate any other person as chairperson and continue the meeting in the same or other place after the meeting is adjourned.
Article 10. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairperson. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Article 11. Unless otherwise permitted by the chairperson, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes).
Article 12. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
Article 13. After an attending shareholder has spoken, the chairperson may respond in person or direct relevant personnel to respond.
Article 14. When the chairperson at a board meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chairperson may announce the end of discussion and bring the matter to vote.
Article 15. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairperson, provided that all monitoring personnel shall be
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shareholders of this Corporation.

Article 16. While the shareholders' meeting is in session, the chairperson may at his/her discretion allocate and announce time for breaks.
Article 17. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 and Article 197-1, Paragraph 2 of the Company Act.
Except as otherwise provided in the Company Act and in the Corporation's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
Article 18. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Article 19. The chairperson may instruct the inspectors (or security personnel) to assist in maintaining order in the meeting venue. While assisting in maintaining order at the venue, the inspectors (or security personnel) shall wear arm-bands reading "Inspector."
Article 20. Matters not addressed in these Rules shall be governed by the Company Act, the Articles of Incorporation of the Company, and other relevant laws and regulations.
Article 21. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.
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Appendix 16 [Amendment effective as of the Shareholders' Meeting on June 25, 2019]

YFY INC.

Articles of Incorporation

Chapter 1. General Provisions

Article 1. The Company shall be incorporated as a private company limited by shares in accordance with the Company Act and it shall be named: Yuen Foong Yu Investment Holding Co., Ltd. (English name: YFY Inc).
Article 2. The business scope of the Company is as follows:
H201010 General Investment.
Article 2-1. The Company may provide external guarantees.
Article 2-2. The Company shall be exempt from the restrictions on total investment amount, which shall not exceed forty percent of the paid-up capital.
Article 3. The head office of the Company is established in Kaohsiung and may, subject to business requirement, set up branch office(s) at other appropriate locations, either locally or abroad.
Article 4. Public announcements of the Company shall be made in accordance with the Company Act.
- Chapter 2. Shares
Article 5. The total authorized capital of the Company shall be NT$22 billion, divided into 22 billion shares with a par value of NT$10 each. Such shares may be issued by installments.
Article 6. Stocks of the Company shall be registered, signed or sealed by at least three directors. The stocks shall be issued after proper certification by the competent authority or its authorized registration institutes. Stocks issued by the Company as well as other securities are not required to be printed. The Company shall contact the centralized securities depository enterprise institution for registration of the share certificates.
Article 7. Shareholders shall fill in and submit to the Company a seal specimen card for safe keep. Such seal specimen shall serve as proof when collecting share dividends or exercising other rights.
Article 8. The Company shall handle share matters in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.
Article 9. (Article Omitted.)
Article 10. (Article Omitted.)
Article 11. (Article Omitted.)
Article 12. Transfer of title for the stocks is not permitted within sixty days prior to the annual meeting of shareholders; or within thirty days prior to the special meeting of shareholders, and within five days prior to the cut-off date determined for the distribution of dividends, bonus or other benefits.

Chapter 3. Shareholders Meeting

Article 13. The Company holds general and extraordinary shareholders' meetings, the general meeting shall be convened at least once a year. It shall be convened by the Board of Directors within six months after the close of each fiscal year. The extraordinary meeting shall be held in accordance with the relevant statutory requirements whenever deemed necessary. Shareholders' meetings are convened in accordance with the Company's Rules of Procedure for the Shareholders' Meeting.
Article 14. Notices shall be sent to all shareholders for the convening of shareholders' meetings, at
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least thirty (30) days in advance, in case of regular meetings; and at least fifteen (15) days in advance, in case of special meetings. For shareholders holding less than one thousand (1000) registered shares, the notice of meeting may be publicly announced on the Market Observation Post System.

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

Article 15. A shareholder who cannot attend shareholders' meeting may appoint a proxy to attend on his/her behalf by executing a power of attorney printed and issued by the Company, stating clearly the scope of the authorization. The regulations governing proxy attendance shall be pursuant to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, in addition to Article 177 of the Company Act.
Article 16. Unless otherwise provided by the Company Act, a shareholders' meeting shall be chaired by the Chairman of the Board. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is unavailable or no delegate is appointed by the Chairman, one shall be elected from among the directors to act on the Chairman's behalf.
Article 17. Unless otherwise regulated by the Company Act, a shareholders' meeting resolution is passed when more than 50% of all outstanding shares are represented in the meeting, and voted in favor by more than 50% of all voting rights represented at the meeting.
Article 18. Unless otherwise prescribed by law, a shareholder shall have one voting right per share he or she is in possession of.
Voting rights can be exercised electronically or in writing during a shareholders' meeting. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, the aforesaid shareholders shall also be considered to have forfeited the voting rights on extraordinary motions and resolution amendments.
Article 19. Shareholders' meeting resolutions shall be compiled into minutes with details including the date and place of the meeting, the name of Chairman, method of resolution, a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be signed or sealed by the Chairman and disseminated to each shareholder no later than 20 days after the meeting. The meeting minutes may be produced and distributed in electronic form. The distribution of the meeting minutes mentioned in the preceding paragraph may be effected by way of public announcement on the Market Observation Post System.
The minutes mentioned in the preceding paragraph must be retained for as long as the company exists. Shareholders' attendance cards and proxy forms shall be kept by the Company for a duration of at least one year; however, in situations where a shareholder makes a litigious claim against the company according to Article 189 of the Company Act, the records shall be kept until the litigation is concluded.

Chapter 4. Directors and Managers

Article 20. The Company shall have 9 to 13 directors. The Board meeting is authorized to approve the number of directors. A candidate nomination system shall be adopted. Candidates shall be nominated and elected at the shareholders' meeting from the list of candidates in accordance with Article 198 of the Company Act. The term of office shall be three years, and the director may be eligible for re-election.
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The number of independent directors shall be at least two and shall not be less than one-fifth of the total number of directors specified in the preceding paragraph. Regarding other requirements on independent directors including professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, and other compliance matters, the Company shall observe the regulations announced by the competent authority for the securities industry.

Article 20-1. The Company has established an Audit Committee at the 26th board meeting. The committee shall be composed of independent directors only, with no fewer than three members, one of whom shall be the convener and at least one of them shall have expertise in accounting or finance. The authorities, organizational regulations, and other requirements pertaining to the Audit Committee shall be specified in related laws or the Company's Articles of Incorporation.
Article 21. The percentage of shareholdings of all of the Company's directors shall be based on the regulations of competent authority in charge of the securities industry.
Article 22. The directors shall organize the board meeting. The Chairman shall be elected from among the directors with at least two thirds in attendance and over half of those attending voting for him/her. A Vice Chairman may be elected in the same way. The Chairman of the Board shall represent the Company and handle all business affairs. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is unavailable or no delegate is appointed by the Chairman, one shall be elected from among the directors to act on the Chairman's behalf.
Article 23. Article 23: A board meeting shall be convened once every three (3) months, and an impromptu board meeting may be held where necessary. Notifications of board meetings may be delivered electronically. If a director is unable to attend a meeting, he/she may appoint a proxy to attend the meeting by completing the company's proxy forms for each meeting, specifying the scope of delegation.
Each proxy may only represent one absent director.
In case a board meeting is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
Article 24. Board meetings shall be chaired by the Chairman of the Board. If the Chairman is absent, the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is unavailable or no delegate is appointed by the Chairman, one shall be elected from among the directors to act on the Chairman's behalf.
Article 25. Unless otherwise prescribed in the Company Act, the resolutions made by the Board of Directors shall be passed by a majority vote at a meeting of the Board of Directors attended by more than half of all directors on the Board.
Article 26. The Board of Director shall be authorized to decide the directors' remunerations based on their level of engagement in and contribution to the Company as well as the standards adopted by the industry.
Article 27. (Article Omitted.)
Article 28. The Company shall have manager, whose title, appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.
- Chapter 5. Accounting
Article 29. The fiscal year for the Company shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, and submitted to the annual general meeting of
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shareholders for acceptance:

Business Report.
Financial statements.
Surplus earning distribution or loss off-setting proposals.
Article 30. If the Company sustains profit every year, 0.1% or more of the income shall be set aside as remunerations to employees, and 2% or less shall be distributed as director remuneration. However, an amount shall be set aside first to compensate cumulative losses, if any.
Directors' remuneration may be distributed by way of cash dividends, and employees' remuneration may be distributed by way of cash dividends or stock dividends. The Board of Director shall be authorized to define the qualification requirements of employees entitled to receive shares or cash, including the employees of subsidiaries of the Company that meet certain specific requirements. The distribution ratio of directors' remunerations, and the method of distribution and ratio of employees' remunerations shall be resolved by a majority vote at a Board meeting attended by more than two thirds of the directors, and shall be reported at the shareholders' meeting.
Employee and director remunerations are calculated deducting the cumulative losses from the profit for the year (i.e., the profit before employee and director remunerations is deducted from profit before tax).
Article 30-1. If the Company has any surplus at the end of a year, it shall first be applied to pay income taxes according to the law and cover losses from the previous years. Then 10% of the balance will be allocated to a statutory surplus reserve, and a special surplus reserve shall be allocated or reserved according to the law. A special surplus reserve or retained earnings are set aside if needed. Any remaining balance shall be distributed as dividends and bonus by the total number of shares.
Article 30-2. In consideration of external factors and the objectives of long term financial planning and in the interest of stable business growth, the Company's dividend policy measures future cash flows based on the capital budget and uses retained earnings to meet the cash flow requirements. An appropriate percentage of the remaining surplus will be retained as needed to support the ongoing business operations, and a minimum of 20% of the remaining surplus will be distributed in the form of cash dividends and the rest in share dividends. However, for the purpose of meeting other capital expenditure requirements, the Company may distribute the aforementioned remaining surplus in the form of share dividends only.
Article 30-3. The Board of Directors may distribute a proportion or the entirety of dividends and bonuses in cash, and report such action to the Shareholders' Meeting, in accordance with a resolution adopted by a simple majority vote at a meeting of the Board of Directors attended by over two-thirds of the directors.
Article 31. If there are any issues not covered in the Articles of Incorporation, the Company shall follow the provisions prescribed in the Company Act.
Article 32. These Articles of Incorporation were established on January 20, 1950. The 67th amendment was approved by the shareholders' meeting on June 25, 2019.
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Appendix17

YFY INC.

Directors' Shareholding Status

The shareholdings of individual and all directors as recorded in the shareholder registry up until the book closure date (Apr 24, 2020) of the current shareholders' meeting are as follows:

Title		Name	Date of appointment	Shares held upon appointment	Shares held upon appointment	Shares held upon appointment	Shareholdings as recorded in the shareholder registry as of Apr 24,2020	Shareholdings as recorded in the shareholder registry as of Apr 24,2020	Shareholdings as recorded in the shareholder registry as of Apr 24,2020
				Share type	Shares	Shareholding Ratio%	Share type	Shares	Shareholding Ratio%
Chairman	Representatives of Shin Yi Enterprise Co., Ltd	Felix Ho	2018/6/21	Common	77,794,610	4.69	Common	77,794,610	4.69
Director		S. C. Ho	2018/6/21
Director		Richard Ho	2018/6/21
Director	Representatives of Yuen Foong Paper Co., Ltd	Kirk Huang	2018/6/21	Common	18,268,073	1.10	Common	18,268,073	1.10
Director		Chin-San Wang	2018/6/21
Director		Wei-Li Tsai	2018/6/21
Independent Directors	Wen-Cheng Huang		2018/6/21	Common	0	0.00	Common	0	0.00
Independent Directors	Hsi-Peng Lu		2018/6/21	Common	0	0.00	Common	0	0.00
Independent Directors	Thomas Chen		2018/6/21	Common	0	0.00	Common	0	0.00
Total					96,062,683	5.79		96,062,683	5.79

The Company's paid-in capital was NT$16,603,714,950, and the total number of issued shares was 1,660,371,495.
According to Article 26 of the Securities Exchange Act, all directors of the Company shall hold at least 39,848,916 shares (2.4%). The total number of shares held by all directors of the Company (excluding those of independent directors) was 96,062,683 shares, meeting the statutory requirement.
The Company has set up an audit committee and therefore the provisions on the minimum percentage requirements for the shareholding of supervisors shall not apply.
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AI assistant

YFY — AGM Information 2020

51935_rns_2020-07-08_5fa9cc6a-d507-4faf-b9f4-d9925179ef46.pdf

YFY INC

2020 Annual General Meeting of Shareholders

Meeting Handbook

2020/06/22

Table of Contents

YFY Inc. 2020 Annual General Meeting of Shareholders

Meeting Agenda

Time: June 22, 2020 (Monday) 9:00am

Items to Report

Ratifications

(II) Please ratify.

Proposals for Discussion

Extraordinary Motions

YFY INC.

Business Report

YFY INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC.

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YFY INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YFY INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

YFY INC.

2019 STATEMENT of EARNINGS DISTRIBUTION

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Estimation of Expected Credit Loss Recognized on Accounts Receivable

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

The Valuation of Investments Accounted for Using the Equity Method

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

YFY INC AUDIT COMMITTEE’S REVIEW REPORT

Board of Directors Meeting Procedures

YFY INC.YFY INC.

Amendment chart of the Board of Directors Meeting Procedures

YFY INC.YFY INC. Rules of Procedure for Shareholders' Meetings

YFY INC.YFY INC.

Rules of Procedure for Shareholders' Meetings (Existing Articles)

YFY INC.

Articles of Incorporation

shareholders for acceptance:

YFY INC.

Directors' Shareholding Status

More from YFY

YFY AGM Information 2020