YFY - AGM Information 2021 | FinancialReports.eu

YFY INC

2021 Annual General Meeting of Shareholders

Meeting Handbook

2021/05/17

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

Table of Contents	Table of Contents
Meeting Agenda ............................................................................................................................................2
I.	Items to Report
(I)	YFY's 2020 Business Report.........................................................................................................3
(II) Audit Committee's Review of 2020 Financial Statements............................................................3
(III) YFY's 2020 Distribution of Remunerations to Employees and Directors.....................................3
(IV) In coordination with the plan for the subsidiary YFYCPG's application for stock listing, the
	Company made reports on the release of shares of the company in stages...................................4
II.	Ratifications
(I)	YFY's 2020 Financial Statements..................................................................................................5
(II) YFY's 2020 Proposal for Profits Distribution................................................................................5
III.	Discussions and Elections
(I)	Amendment proposal for YFY's Procedures for Lending Funds to Others...................................7
(II) Amendment proposal for YFY's Procedures for Making Endorsements and Guarantees............7
(III) 28th election for 5 director seats and 4 independent director seats...............................................7
(IV) Proposal to remove the non-competition restriction for YFY's new directors and the institutional
	entities they represent....................................................................................................................8
IV.	Extraordinary Motions ..........................................................................................................................9
Appendixes
1.	Business Report ...................................................................................................................................10
2.	Consolidated Balance Sheets...............................................................................................................14
3.	Consolidated Statement of Comprehensive Income ...........................................................................15
4.	Consolidated Statement of Changes in Shareholder's Equity .............................................................18
5.	Consolidated Statements of Cash Flows .............................................................................................19
6.	Balance Sheet ......................................................................................................................................22
7.	Statement of Comprehensive Income .................................................................................................23
8.	Statement of Changes in Shareholder's Equity ...................................................................................25
9.	Statement of Cash Flow ......................................................................................................................26
10.	Statement of Earnings Distribution .....................................................................................................28
11.	CPA's Audit Report .............................................................................................................................29
12.	Audit Committee's Review Report .....................................................................................................38
13.	The Company's report on the release of YFYCPG's shares ................................................................39
14.	Amended YFY's Procedure for Lending Funds to Other Parties and Comparison Chart...................40
15.	Amended YFY's Procedures for Making Endorsements and Guarantees and Comparison Chart ....47
16.	List of Director and Independent Director Candidates .......................................................................54
17.	Election Rules for Directors ................................................................................................................57
18.	Content of proposal to remove the competition for the Company's directors. ...................................59
19.	Rules of Procedure for Shareholders' Meetings ..................................................................................60
20.	Articles of Incorporation .....................................................................................................................68
21.	Current Shareholdings of Directors ....................................................................................................74

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

YFY Inc. 2021 Annual General Meeting of Shareholders Meeting Agenda

Time: May 17, 2021 (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 2020 Business Report is presented for review.
(II) Audit Committee's Review of 2020 Financial Statements is presented for review.
(III) YFY's 2020 Distribution of Remuneration to Employees and Directors is presented for review.
(IV) In coordination with the plan for the subsidiary YFYCPG's application for stock listing, the Company made reports on the release of shares of the company in stages. The report is presented for review.
V. Ratifications
(I) YFY's 2020 Financial Statements is presented for ratification.
(II) YFY's 2020 Earnings Distribution Proposal is presented for ratification.
VI. Discussions and Elections
(I) Amendment proposal for YFY's Procedures for Lending Funds to Other Parties is hereby presented for resolution.
(II) Amendment proposal for YFY's Procedures for Making Endorsements and Guarantees is hereby presented for resolution.
(III) 28th election for 5 director seats and 4 independent director seats.
(IV) Proposal to remove the non-competition restriction for YFY's new directors and the institutional entities they represent is hereby presented for resolution is hereby presented for resolution.

VII. Extraordinary Motions

VIII.Meeting Adjourned

Items to Report

I. YFY's 2020 Business Report is presented for review. (Proposed by the Board of Directors)
Description: (I) YFY's 2020 consolidated revenue is reported at NT$73,234,546 thousand, gross profit at NT$14,981,409 thousand, operating income at NT$5,602,904 thousand, net profit for the current year at NT$6,603,903 thousand, of which NT$5,209,079 thousand was attributed to the owners' net profit; the earnings per share was NT$3.14.
- (II) The Business Report can be found in Appendix 1 of the Handbook (please refer to pages 10 to 13).
- (III) Please review.
II. Audit Committee's Review of 2020 Financial Statements is presented for review. (Proposed by the Audit Committee)
Description: (I) YFY's 2020 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 28 to 37).
- (II) The Audit Committee's convener is requested to read out the review reports, and the reports are hereby presented for review.
III. YFY's 2020 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$5,361,204 as the 2020 remuneration for employees and NT$22,000,000 for directors' compensation, which was approved in the 6th meeting held by the 4th Remuneration Committee on February 24, 2021 and

     - resolved at the 19th board meeting held by the 27th Board of Directors on February 26, 2021.

  - (II) Please review.

IV. In coordination with the plan for the subsidiary Yuen Foong Yu Consumer Products Co., Ltd. 's application for stock listing, the Company made reports on the release of shares of the company by installments. Please review. (Proposed by the Board of Directors)
Description: (I) YFY Inc. passed the resolution of the shareholders' meeting on June 22, 2020. In coordination with the plan for the subsidiary Yuen Foong Yu Consumer Products Co., Ltd. 's application for stock listing, the Company's release of shares of the Company by installments has been filed, and the Company's share release in the plan for the subsidiary's application for stock listing is reported to the Shareholders' Meeting. See Attachment 13 (please refer to pages 39).
- (II) Please review.

Ratifications

I. YFY's 2020 Financial Statements is presented for ratification. (Proposed by the Board of Directors)
Description: (I) YFY's 2020 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 10 to 27).
- (II) Please ratify.

Resolution:

II. YFY's 2020 Earnings Distribution Proposal is presented for ratification. (Proposed by the Board of Directors)
Description: (I) YFY's 2020 net profit after tax was NT$5,209,079,592 (currency is assumed to be New Taiwan Dollars (NT$) hereunder); surplus from the previous year in terms of accumulated undistributed earnings was NT$6,865,655,318, confirmed welfare plan re-measurement was NT$583,663,200, profits from disposal of FVOCI financial assets( including investment companies) was NT$302,575,063, and special reserve reversal was NT$26,770,557 before subtracting a recognized change of NT$56,258,745 in the net value of shares held in the investment portfolio to arrive at a total of NT$12,931,484,985 in Unappropriated Retained Earnings. Excluding a statutory legal reserve of NT$606,582,967, the distribution of cash dividends was NT$1.5 per share, amounting to NT$2,490,557,243 in total. The remaining balance of NT$9,834,344,775 is reserved to be consolidated and distributed in the coming year.
- (II) Following the passing resolution of common stock cash dividends in the annual shareholders' meeting, the Company proposed the ex-dividend date to be set on

June 15 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 proposal was approved at YFY's 19th board meeting held by the 27th Board of Directors. The 2020 Earnings Distribution Proposal can be found in Appendix 10 (please refer to page 28) of the Handbook. Please ratify.

Resolution:

Discussions and Elections

I. Amendment proposal for YFY's Procedures for Lending Funds to Other Parties (Proposed by the Board of Directors)
Description: (I) According to the FAQ on the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies published by the Securities and Futures Bureau of the FSC, "The calculation of a company's net value is based on the latest financial report audited (reviewed) by a CPA." Is advised to revise. Attached in Appendix 14 is the amended "Procedure for Lending Funds to Other Parties" and amendment chart (please refer to pages 40 to 46).

(II) For your discussion and resolution.

Resolution:

II. Amendment proposal for YFY's Procedures for Making Endorsements and Guarantees (Proposed by the Board of Directors)
Description: (I) According to the FAQ on the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies published by the Securities and Futures Bureau of the FSC, "The calculation of a company's net value is based on the latest financial report audited (reviewed) by a CPA." is advised to revise. The amended Procedures for Making Endorsements and Guarantees and comparison chart are attached as Appendix 15 (please refer to pages 47 to 53).

(II) For your discussion and resolution.

Resolution:

III. 28th election for 5 director seats and 4 independent director seats. (Proposed by the Board of Directors)
Description: (I) YFY's current directors were elected at the shareholders' meeting held on June 21, 2018, and they are coming to the end of their 3-year terms; new elections will be held according to the Company's Articles of Incorporation.
- (II) Article 20 of the Articles of Incorporation reads: "The Company shall have 9 to 13 directors. The Board meeting is authorized to approve the number of directors

within that range. 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." "The number of independent directors shall be at least three and shall not be less than one-fifth of the total number of directors specified in the preceding paragraph."

(III) To comply with YFY's Articles of Incorporation and in accordance with the current practice and needs of the board of directors, 9 seats will be elected for the 28th board of directors (including 5 director seats and 4 independent director seats), which will assume office after the election on May 17, 2021, with a 3-year term lasting until May 16, 2024.
(IV) YFY's director elections adopt a candidate nomination system. Nominations are proposed in the list of director candidates by the Company's board of directors, details of which can be found in Appendix 16 (please see page 54 to 56).
(V) Please proceed to elect nominated directors in accordance with YFY's Election Rules for Directors (Appendix 17). (please see page 57 to 58).

Chairperson announces commencement of elections.

Chairperson announces results of the elections.

IV. Proposal to remove the non-competition restriction for YFY's new directors and the institutional entities they represent is hereby presented for resolution. (Proposed by the Board of Directors)
Description: (I) Process according to Article 209, Paragraph 1 of the Company Act: "A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval."
- (II) YFY's newly appointed directors and the legal persons they represent may either invest in or operate other companies that are related or similar to the scope of YFY's business. So long as it does not hinder their duties as directors, they may request the shareholders to lift competition prohibition restrictions for the directors and the legal persons they represent in accordance with the law.
- (III) The content of the proposal to remove the competition for the Company's directors is detailed in Appendix 18 (please refer to page 59).

Resolution:

Extraordinary Motions

Appendix 1

YFY Inc.

Business Report

From the beginning of 2020, the novel coronavirus pandemic has disrupted the entire world, and many countries have adopted large-scale border closings, causing massive damage to the global economy. Although some countries have gradually began to restart economic activities in May, many factors have led to a sharp decline in the global economy, such as the intensification of trade wars, the political instability in the US election, and the second wave of the pandemic. The International Monetary Fund (IMF) predicts that the growth rate in global GDP in 2020 will be -3.5%. However, Taiwan and Mainland China have controlled the pandemic, allowing them to be some of the few countries who have maintained positive economic growth. According to the Directorate General of Budget, Accounting, and Statistics, Taiwan's GDP growth rate in 2020 is 3.11%; The IMF estimates that Mainland China's GDP growth rate in 2020 will be 2.3%.

In the face of this grim economic environment, YFY Inc.'s management team, with their ethos of professionalism, abilities to identify risks, strengthens asset allocation, and strives to operate various businesses successfully grasped the business opportunities and achieved good results during the pandemic. Looking forward to 2021, it is expected that the pandemic will continually to spread, and international conflicts will hardly be eased. However, under the significant impact of the pandemic to the world during 2020, the creation of the vaccine has brought some light of hope. Agencies expect a sharp rebound in local economies. The International Monetary Fund (IMF) predicts a global economic growth rate of 5.5% for 2021, while that of Mainland China is projected at 8.1%. The Directorate General of Budget, Accounting and Statistics has forecast Taiwan's economic growth at 4.64%.

In 2021, the management team will continue to grasp opportunities and strive for steady growth. In addition to the continued advancement in the established direction, the management team will enhance data digitalization and initiate the smart transformation strategy of YFY Inc.

Implementation of circular economy

The Forest Pulp and Paper business group and the Containerboard and Packaging business group has continued to implement circular economy. The Xinwu containerboard plant will officially start the first industrial zero-coal SRF boiler in Taiwan in the first quarter of 2021. In addition to reducing the burning of coal, this will also convert production residue in the factory into energy, meaning that there are more opportunities to assist other industries in processing solid recovered fuels (SRF). The Yangzhou containerboard plant and Hualien Plant of Chung Hwa Pulp Corp. has continued to invest in process improvement with high environmental protection standards; Shin Foong Specialty and Applied Materials plans to purchase land in Pingtung to build a green factory, and a green dormitory, and an employee cafeteria in the original Pingtung plant that will recycle, purify, and reuse drain water. YFY Inc. will continue to urge all businesses to move towards the environmental goals of "zero waste" and "net zero carbon emissions.” It is hoped that the successful experiences of YFY Inc.'s "circular economy" will be used to lead Taiwan's circular economy to the world stage.

2. Diversified investment

YFY Inc. has been formally restructured into investment control company in 2012, and its business model has also been transformed into incubating investment. After each business has grown maturely, it will recover funds from the capital market through a public listing for the next round of investment. Thus far, TaiGen-KY (4157) and Shin Foong (6582) have been listed; The consumer products subsidiary-YFYCPG (6790) also registered as an emerging stock in October 2020, and is expected to apply for listing in 2021. Arizon RFID Technology Co., Ltd. submitted an application to the Shanghai Stock Exchange for listing in June 2020, and the case is now waiting to be reviewed. The Containerboard and Packaging business group is currently optimizing investment structure and it is expected that in the future, the Taiwan (YFY Packaging Inc.) and Vietnam entities will apply for listing. In coordination with YFY Packaging's listing plan, the Company will release shares before its application for listing. The share release will give priority to the shareholders listed in the shareholder list on the Company's 2021 ex-dividend book closure date.

3. Continued innovation

The Forest Pulp and Paper business group continues to advance in the field of non-plastic environmental protection, and to cooperate with Sustainable Carbonhydrate

Innovation Co., Ltd. in developing bio-based materials and food safety packaging paper. It plans to open a non-plastic material development base in Taoyuan's Guanyin district in 2021. The consumer products subsidiary launched the Orange House Five-in-One Laundry Detergent Pod product, which is the world's first zero-water-added laundry detergent pods. In 2021, we will make every effort to seize opportunities in the fast-growing laundry detergent pod business.

4. Making operations data-based, and making data platform-based

YFY Inc.'s subsidiary Fidelis IT Solutions Co., Ltd., combined the Forest Pulp and Paper business group and the Containerboard and Packaging business group to develop supply-chain financial credibility services. We expect to integrate suppliers, distributors and financial institutions through a supply-chain collaboration platform. All transaction processes from raw material procurement, orders, shipments, and establishment of accounts receivable management are retained and verified on the collaborative platform, which can shorten the time for financial institutions to review documents for financing and supplier loans for accounts receivable management, as well as to increase the commercial value and benefits of data and information.

5. Asset activation

With the approval of the board of directors, YFY Capital Co., Ltd. and YFY Venture Capital Investment Co., Ltd. have merged into YFY Development Co., Ltd. (abbreviated as: YFY Development). In addition to the existing capital and financing related businesses, YFY Venture Capital Investment Co., Ltd. has merged YFY's existing land development team, which will serve as the initial force for the activation of YFY Inc.'s assets. In the initial stage, it will start with relatively mature and low capital investment development projects, followed by gradually taking assessment of relevant resources and launching an action plan, which is expected to create continuous returns on investment for YFY in the future.

After strategic adjustments and operational improvements in the past few years, YFY Inc. has demonstrated investment and operational efficiency in the extremely challenging year of 2020. In 2021, we will continue to focus on effective asset allocation and to attract foreign investments, partners, and alliances. While looking to the future with forward-looking innovation, we will integrate resources with professionalism, steadily

moving forward to a century-old enterprise, and continue to create reasonable investment value for shareholders.

(Note: The statistics for Taiwan's economic growth rate are those reported by the Directorate General of Budget, Accounting, and Statistics, Executive Yuan. And remaining data is from the IMF's January 2021 estimates for other regions.)

Chairman: Felix Ho

President: Willie Tsai Controller: C F Wu

YFY INC. AND SUBSIDIARIES Appendix 2

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (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 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 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		2020 Amount % $ 6,283,121 5 2,718,224 2 5,492,949 4 2,300,849 2 3,453,523 3 11,811,120 10 98,198 - 9,049,118 7 3,327,526 3 2,027,902 2 28,147 - 530,179 - 47,120,856 38 - - 14,141,849 12 436,481 - 5,951,241 5 48,354,857 39 1,897,085 2 2,684,304 2 484,123 - 352,577 - 1,887,388 2 460,449 - 76,650,354 62 $ 123,771,210 100 $ 6,565,420 5 9,398,814 8 147,149 - 552,667 1 9,999,750 8 89,656 - 4,958,632 4 1,249,085 1 158,415 - 1,110,817 1 34,230,405 28 27,077,204 22 3,483,655 3 286,837 - 51,735 - 353,375 - 31,252,806 25 65,483,211 53 16,603,715 13 2,504,194 2 20,756,081 17 5,121,275 4 44,985,265 36 13,302,734 11 58,287,999 47 $ 123,771,210 100		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

14 -

YFY INC. AND SUBSIDIARIES Appendix 3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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 GAIN (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 Gain (loss) on disposal of property, plant and equipment Gain on disposal of non-current disposal groups held for sales Miscellaneous disbursements Foreign exchange gains (losses) Gains (losses) on financial assets or liabilities at fair value through profit or loss		2020 Amount % $ 61,258,136 84 11,976,410 16 73,234,546 100 50,437,986 69 7,815,484 11 58,253,470 80 333 - 14,981,409 20 5,256,096 7 3,687,296 5 435,113 1 9,378,505 13 5,602,904 7 (696,626) (1) 606,426 1 125,853 - 66,998 - 803,757 1 1,949,507 3 (134,893) - 356,826 - (175,173) - 696,352 1 (825,398 ) (1 )		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 1 496,622 1 26,402 - - - (241,709) - (269,787) - 91,344 - (Continued)

15 -

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Total non-operating income and expenses 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 on remeasurements of defined benefit plans Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Share of other comprehensive income 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 loss of associates accounted for using equity method Other comprehensive income (loss), net TOTAL COMPREHENSIVE INCOME FOR THE YEAR PROFIT, ATTRIBUTABLE TO: Profit, attributable to owners of parent Profit, attributable to non-controlling interests		2020 Amount % $ 2,773,629 4 8,376,533 11 (1,772,630 ) (2 ) 6,603,903 9 549,618 1 (4,653) - 121,158 - 666,123 1 (679,314) (1) 1,285 - (13,660 ) - (691,689 ) (1 ) (25,566 ) - $ 6,578,337 9 $ 5,209,079 7 1,394,824 2 $ 6,603,903 9		2019
				Amount % $ 565,383 1 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

(Continued)

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YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

COMPREHENSIVE INCOME, ATTRIBUTABLE TO: Comprehensive income, attributable to owners of parent Comprehensive income, attributable to non-controlling interests EARNINGS PER SHARE Basic earnings per share Diluted earnings per share		2020 Amount % $ 5,360,674 7 1,217,663 2 $ 6,578,337 9 $ 3.14 $ 3.14		2019
				Amount % $ 4,773,707 6 422,796 1 $ 5,196,503 7 $ 1.38 $ 1.38

(Concluded)

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Appendix 4

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

YFY INC. AND SUBSIDIARIES

					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		Capital Surplus		Total $ 989,929 - - - - (6,123 ) 3,085 (962 ) 14,240 - - - - 1,000,169 - - - - (338 ) 1,487 1,431,233 71,643 - - - - $ 2,504,194	Retained Earnings	Total $ 14,241,392 - (996,223 ) - - 555 - - 61 2,285,769 59,516 2,345,285 288,213 15,879,283 - (1,162,260 ) - - (17 ) - 27 (22,727 ) 5,209,079 552,880 5,761,959 299,816 $ 20,756,081	Other Equity	ains (Losses) on Hedging Instruments $ (7,010 ) - - - - - - - - - 633 633 - (6,377 ) - - - - - - - 2,285 - 1,067 1,067 - $ (3,025 )
							Exchange Differences on Translation of Unrealized Gains (Losses) on Financial Assets Measured at Fair Value Through Other G Foreign Financial Statements Comprehensive Income $ (40,365 ) $ 3,674,848 - - - - - - - - - (555 ) - - - - - (61 ) - - (995,837 ) 3,423,626 (995,837 ) 3,423,626 - (288,213 ) (1,036,202 ) 6,809,645 - - - - - - - - - - - - 50,578 (27 ) 2,827 (353 ) - - (526,210 ) 123,858 (526,210 ) 123,858 - (299,816 ) $ (1,509,007 ) $ 6,633,307
Shares (In Thousands) 1,660,372 - - - - - - - - - - - - 1,660,372 - - - - - - - - - - - - 1,660,372	Treasury Shares $ 14,947 - - - - - - - - - - - - 14,947 - - - - - - - - - - - - $ 14,947	Consolidation Excess $ 293,124 - - - - - - - - - - - - 293,124 - - - - - - - - - - - - $ 293,124	Other $ 681,858 - - - - (6,123 ) 3,085 (962 ) 14,240 - - - - 692,098 - - - - (338 ) 1,487 1,431,233 71,643 - - - - $ 2,196,123		Legal Reserve Special Reserve Unappropriated Retained Earnings $ 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 8,291,327 263,411 - (263,411 ) - - (1,162,260 ) - (26,770 ) 26,770 - - - - - (17 ) - - - - - 27 - - (22,727 ) - - 5,209,079 - - 552,880 - - 5,761,959 - - 299,816 $ 3,822,784 $ 4,001,813 $ 12,931,484

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Appendix 5

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(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 loss (gain) on financial assets or liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share-based payments Share of profit of associates accounted for using equity method Loss on disposal of property, plant and equipment Gain on disposal of investment properties Gain on disposal of non-current disposal groups held for sale Loss on disposal of investments Impairment loss recognized on property, plant and equipment Write-downs of inventories Unrealized foreign exchange gain Loss (gain) arising from changes in fair value less costs to sell of biological assets Gain on disposal of land use rights Loss from lease modification 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	2020 $ 8,376,533 4,329,947 94,624 825,398 696,626 (125,853) (803,757) 58,152 (606,426) 134,893 - (356,826) - 60,016 28,305 (885,847) (333) (1,389,329) 12,697 (990,128) (756,100) (46,340) 1,721 326,300 (23,231) (706,283) (173,564) (998,978) 69,053 826,225 45,628 842,117 55,648 (323,291 ) 8,597,597 95,605 1,173,100	2019 $ 3,556,192 4,209,698 (30,759) (91,344) 930,214 (219,894) (707,436) 31,683 (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 ) 10,845,879 200,973 1,138,691 (Continued)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

Interest paid Income taxes paid Net cash flows generated from operating activities 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 Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Proceeds from disposal of subsidiaries Proceeds from capital reduction of investments accounted for using equity method Proceeds from disposal of non-current disposal groups held for sale 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 Increase in other non-current assets, others 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 Increase in short-term notes and bills payable Decrease in short-term notes and bills payable 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	2020 $ (676,970) (1,120,955 ) 8,068,377 (23,880) 62,712 99,612 - 436,340 - - - - - 749,344 (5,078,679) 77,213 - - 43,516 (112,693) - (3,746,515 ) - (5,893,661) 3,372,294 - (2,271,411) (214,027) 8,251 (1,162,260) 2,085,370 1,487	2019 $ (814,295) (798,952 ) 10,572,296 (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) (417,540) 3,088

(Continued)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

Net cash flows used in financing activities 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	2020 $ (4,073,957 ) (27,655 ) 220,250 6,062,871 $ 6,283,121	2019 $ (5,145,427 ) (173,831 ) 1,404,260 4,658,611 $ 6,062,871

(Concluded)

YFY INC.

Appendix 6

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (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 Prepaid pension cost 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		2020 Amount % $ 4,381 - 16,283 - 129 - 5,549 - 6,147 - 32,489 - - - 12,140,404 18 52,189,672 78 615,945 1 2,526 - 1,857,909 3 - - 37,265 - 21,363 - 66,865,084 100 $ 66,897,573 100 $ 805,000 1 929,046 2 10,539 - 85,367 - 101,347 - 1,264 - 14,842 - 1,947,405 3 19,544,992 29 412,016 1 1,279 - - - 6,616 - 19,964,903 30 21,912,308 33 16,603,715 25 2,504,194 4 20,756,081 31 5,121,275 7 44,985,265 67 $ 66,897,573 100		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

Appendix 7

YFY INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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 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 loss of subsidiaries and associates accounted for using equity method		2020 Amount % $ 5,481,543 100 361,679 7 5,119,864 93 (285,625) (5) 50,745 1 415,469 8 30,378 - - - (752 ) - 210,215 4 5,330,079 97 (121,000 ) (2 ) 5,209,079 95 583,663 11 413,634 7 (320,559 ) (6 ) 676,738 12 (525,143 ) (9 ) (525,143 ) (9 )		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 )

(Continued)

YFY INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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		2020 Amount % $ 151,595 3 $ 5,360,674 98 $ 3.14 $ 3.14		2019
				Amount % $ 2,487,938 103 $ 4,773,707 198 $ 1.38 $ 1.38

(Concluded)

Appendix 8

YFY INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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		Capital Surplus	Capital Surplus	Retained Earnings	Other Equity
					Exchange Differences on Unrealized Gains (Losses) on Financial Assets Measured at Translation of Fair Value Foreign Through Other Financial Statements Comprehensive Income $ (40,365 ) $ 3,674,848 - - - - - - - (555 ) - - - - - (61 ) - - (995,837 ) 3,423,626 (995,837 ) 3,423,626 - (288,213 ) (1,036,202 ) 6,809,645 - - - - - - - - - - 50,578 (27 ) 2,827 (353 ) - - (526,210 ) 123,858 (526,210 ) 123,858 - (299,816 ) $ (1,509,007 ) $ 6,633,307
				Unappropriated Legal Reserve Special Reserve Retained Earnings $ 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 8,291,327 263,411 - (263,411 ) - - (1,162,260 ) - (26,770 ) 26,770 - - (17 ) - - - - - 27 - - (22,727 ) - - 5,209,079 - - 552,880 - - 5,761,959 - - 299,816 $ 3,822,784 $ 4,001,813 $ 12,931,484
Shares (In Thousands) 1,660,372 - - - - - - - - - - - 1,660,372 - - - - - - - - - - - 1,660,372	Treasury Shares $ 14,947 - - - - - - - - - - - 14,947 - - - - - - - - - - - $ 14,947	Consolidation Excess $ 293,124 - - - - - - - - - - - 293,124 - - - - - - - - - - - $ 293,124	Other $ 681,858 - - - (6,123 ) 3,085 (962 ) 14,240 - - - - 692,098 - - - (338 ) 1,487 1,431,233 71,643 - - - - $ 2,196,123

YFY INC.

Appendix 9

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(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-based payments Share of profit of subsidiaries and associates accounted for using equity method Gain on disposal of property, plant and equipment Gain on disposal of investment properties Gain on disposal of investments Unrealized foreign exchange loss 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 generated from (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	2020 $ 5,330,079 12,081 (5,528) 285,625 (52) (415,469) 1,144 (5,481,543) (52) - - 1 202,000 297 102,014 (2,336) 9,132 28,002 272 (54,028 ) 11,639 6,479 2,209,417 (282,667) (2,915 ) 1,941,953 (11,940) 45,453 41,056	2019 $ 2,200,469 13,357 (6,354) 336,147 (29) (366,404) - (2,414,115) - (26,105) (241) - (38,000) 1,356 600 381 (129) 3,015 (3,106) (42,000 ) (341,158) 6,269 1,147,338 (339,375) (2,144 ) 470,930 - 452 17,230 (Continued)

YFY INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method 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 Proceeds from disposal of investment properties Decrease (increase) in other non-current assets, others Net cash flows generated from investing activities CASH FLOWS USED IN FINANCING ACTIVITIES Increase (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 (decrease) in other non-current liabilities, others Cash dividends paid Overdue dividends received 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	2020 $ (1,054,579) 2,613,810 35,000 (260) 88 - 5,758 1,674,386 (1,172,000) (200,000) - (1,084,000) (1,792) 112 (1,162,260) 1,487 (3,618,453 ) (1 ) (2,115) 6,496 $ 4,381	2019 $ (30,000) - 213,071 (2,709) 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

(Concluded)

Appendix 10

YFY INC.

2020 STATEMENT of EARNINGS DISTRIBUTION

UNIT:NTD

	UNIT:NTD
Item	Amount
Distributable retained earnings
A Unappropriated earnings at beginningof the fiscalyear	6,865,655,318
B Netprofit for theyear ended Dec 31, 2019	5,209,079,592
C Re-measurement of defined benefitplans	583,663,200
D Gain on disposal of FVOCI financial assets(incl. investment companies)	302,575,063
E Net Profit for theyear ended Dec 31, 2019	(56,258,745)
E Reversal of special reserve	26,770,557
Total	12,931,484,985

Distribution Items
1 Legal Reserve((B~F)*10%)	606,582,967
2 Cash Dividend(0.7per share)	2,490,557,243
2 Unappropriated retained earnings	9,834,344,775
Total	12,931,484,985

Chairman: CEO: Controller: Felix Ho Willie 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, 2020 and 2019, 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, 2020 and 2019, 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, 2020. 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, 2020 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, 2020 and 2019 of Fidelis IT Solutions Co., Ltd., Sustainable Carbohydrate Innovation Co., Ltd., YFY Biotech Management Company, Livebricks Inc., Jupiter Prestige Group Holdings Limited and its subsidiaries, and the financial statements as of and for the year ended December 31, 2019 of Lotus Ecoscings & Engineering Co., Ltd., 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, 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, 2020 and 2019, the assets of these subsidiaries were NT$741,272 thousand and NT$6,716,882 thousand, respectively, representing 0.6% and 5.5% of the total consolidated assets. For the years ended December 31, 2020 and 2019, the net sales of these subsidiaries were NT$618,368 thousand and NT$6,657,616 thousand, respectively, representing 0.8% and 8.9% of the consolidated net sales. In addition, as of and for the years ended December 31, 2020 and 2019, 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, 2020 and 2019, the carrying amounts of these investees were NT$13,397 thousand and NT$112,618 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, 2020 and 2019 which were a loss of NT$1,029 thousand and a loss of NT$36,103 thousand, respectively.

We have also audited the financial statements of YFY Inc. as of and for the years ended December 31, 2020 and 2019 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, 2020 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 Ya-Ling Wong.

Deloitte & Touche Taipei, Taiwan Republic of China

March 19, 2021

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, 2020 and 2019, 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, 2020 and 2019, 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, 2020. 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.

Key audit matters of the Company’s financial statements for the year ended December 31, 2020 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, 2020 and 2019 of Fidelis IT Solutions Co., Ltd., Sustainable Carbohydrate Innovation Co., Ltd., Taiwan Genome Science, Inc., 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 Corp., and the financial statements as of and for the year ended December 31, 2019 of Lotus Ecoscings & Engineering Co., Ltd., 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., 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 Corp., 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, 2020 and 2019, the long-term equity investments of these investee companies were NT$487,116 thousand and NT$2,498,563 thousand, respectively, representing 0.7% and 3.9%, respectively, of the Company’s total assets. As of and for the years ended December 31, 2020 and 2019, the net investment income of these investee companies were NT$4,730 thousand and NT$417,930 thousand, respectively, representing 0.1% and 8.8%, respectively, of the Company’s total comprehensive income and loss.

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 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, 2020 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 Ya-Ling Wong.

Deloitte & Touche Taipei, Taiwan Republic of China

March 19, 2021

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.

Appendix 12

YFY Inc.

Audit Committee's Review Report

March 19, 2021

The Company's 2020 business report, financial statements, earnings distribution proposal, and auditors' reports relating to the financial statements were compiled by the Board of Directors, and have been examined and determined to be correct and accurate by the Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To: 2021 Annual General Shareholders' Meeting

Audit Committee Convener: Wen-Cheng Huang

Appendix 13

Yuen Foong Yu Consumer Products Co., Ltd. (Stock Code: 6790):

Share release date	June 18, 2020	July 15, 2020	August 7, 2020	August 17,2020 to October 19, 2020
		Issue new shares for the
Purpose and method of stock release	Transfer shareholding in accordance with listing laws and regulations	execution of employee stock options in order to attract and retain talent	Transfer shareholding in accordance with listing laws and regulations	Transfer shareholding in accordance with emerging stock registration and listing laws and regulations
		employees
Issue (transfer) price	NT$12.35	NT$15	NT$34	NT$39.5
Approved by the Company's Audit Committee on:	-	-	2020/7/23	2020/7/23
Approved by the Board on:	-	-	2020/7/23	2020/7/23
Approved by the shareholders'
meeting on:	-	-	-	-
Equity transferee	YFY Paradigm Investment Co., Ltd. YFY Development Corp. Note 1	Employees of Yuen Foong Yu Consumer Products Co., Ltd.	The Company's existing shareholders and specific individuals Note 2	Specific persons, Yuanta Securities Co., Ltd., Fubon Securities Co., Ltd., and Securities and Futures Investors Protection Center Note 2
Total number of shares issued (transferred)	20,841,215 shares	3,270,000 shares	22,789,241 shares	40,001,000 shares
The Company's shareholding
ratio before issuance (transfer)
The Company's shareholding
ratio after issuance (transfer)
				Based on the release price of the existing
			Comprehensive consideration of the Company's net	shareholders of the Company, market
			value per share on the most recent financial statement	investors make competitive bids on the price,
			audited and verified by a CPA as of the issue date, past	and the highest purchase price that is not
		Net value per share on the	operating performance and future development factors	lower than the base price that also satisfies the
Evaluation Basis for Release Price	Net value per share on the most recent financial statement as of the trade date	most recent financial statement audited and verified or reviewed by a	and reference to domestic and foreign consumer product industry evaluation levels, including the price-to-earnings ratio method, price-to-net value ratio	optimal shareholding structure shall be the final single subscription price for the subscription of financial investors.
		CPA as of the issue date	method and the dividend yield method, equity value	Subscription price of security purchaser that is
			liquidity of unlisted companies, risk discount, and other	recommended by lead arrangers and
			factors, as well as expert opinions on the	co-arrangers and Securities and Futures
			reasonableness of prices issued by CPAs.	Investors Protection Center is the
				aforementioned investor bid price.
Effect on the equity of existing Company shareholders	Does not damage existing shareholder equity	Does not damage existing shareholder equity	Does not damage existing shareholder equity	Does not damage existing shareholder equity

Note 1: The transferee is YFY Capital Co., Ltd., which was renamed YFY Development Corp. on October 7, 2020.

Note 2: Implemented from the resolution of YFY Inc.'s annual general meeting of shareholders on June 22, 2020. The existing shareholders of the Company may contact a specific person to subscribe within the scope of waiver or under-subscription. Such specific persons include: Based on the principle that employees of the planned listing (emerging stock) subsidiary, employees of the company and affiliated companies, and strategic investors or financial investors are beneficial to the planned listing (emerging stock) subsidiary operation and development.

Appendix 14

Amendment effective as of the Shareholders' Meeting on May 17, 2021

YFY INC.

Procedures for Lending funds to other parties

Article 1:To ensure that loans are collected safely, the Company establishes the Procedures in accordance with Article 15 of the Company Act and the Regulations Governing Loaning of Funds and Making of Endorsements and guarantees by Public Companies.
Article 2:The Company may lend funds to the following companies:
(I) A company or firm with which the Company does business.
(II) A company or firm, where short-term financing facility is necessary. The term "short-term" used herein refers to one year or one operating cycle, whichever is longer.
Article 3:For a company or firm which has business dealings with the Company, the aggregate financing amount shall be limited to 40 percent of the Company's net worth in the most recent financial report, and the amount lent to the single company or firm shall be limited to the total amount of purchase or sales between both parties in the previous year.
Article 4:Where the Company lends funds to another company or firm due to a need of short-term financing, it shall be subject to the following circumstances:
(I) A company in which the Company and its subsidiaries hold 20 percent of the shares, respectively or jointly, and having a need of short-term financing due to business needs.
(II) A company or firm having a need of short-term financing due to the purchase of materials or operating turnover.
(III) Other companies having a need of short-term financing as resolved by the board of directors.

Where the Company lends funds to another company or firm due to a need of short-term financing, the aggregate financing amount shall be limited to 40 percent of the Company's net worth in the previous year, and the amount lent to the single company or firm shall be limited to 40 percent of the Company's net worth in the most recent financial report.

Article 5:The aggregate financing amount shall be limited to 80 percent of the Company's net worth in the previous year, and the amount lent to a single company or firm shall be limited to 80 percent of the Company's net worth in the most recent financial report.

The restriction in Articles 2 through 4 and the preceding paragraph shall not apply to

inter-company loans between foreign companies in which the Company holds, directly or indirectly, 100 percent of the voting shares or loans made to such foreign companies by the Company; the aggregate financing amount for reasons of business dealings and due to a need of short-term financing shall be limited to twice the net worth of the Company in the most recent financial report, and the amount lent to a single entity shall be limited to twice the net worth of the Company. The duration of each loan shall be within a period not to exceed three years.

When responsible person of the Company violates Article 3 and Article 4 of these Procedures, the responsible person shall be liable and jointly with the borrower, for the repayment of the loan and for the damages, if any, to the Company resulted therefrom.

Article 6:Before lending funds to others, the Company shall review the borrowers and amounts in detail in accordance with the following procedures:

(I) Credit investigation

As to the loan, borrower shall apply to the Company for the financing amount in writing by providing required company and financial information.

After the Company accepts the application, related business departments of the Company shall investigate and evaluate the borrower's business, finance, solvency, credit, and profitability as well as the purpose of the loan, and make an investigation report to be submitted to the legal and financial unit.

(II) Risk management

The financial related departments of the Company shall review the impact of the loan on the Company's business operations, financial condition and shareholders' equity.

(III) Security

When reviewing an application for a loan, the Company may request the borrower to provide a collateral recognized by the Company and to set the pledge on its chattel or real property whenever necessary, so as to ensure its claim. If a borrower provides an individual or company with considerable financial resources and credit as a replacement for a collateral, the board of directors may resolve in consideration of the credit investigation report. If a company is provided as a collateral, the company shall have a guarantee clause prescribed in its articles of incorporation

(IV) Ratification

After the Company conducts the credit investigation on the application for a loan, the application shall be submitted to the Chairman for approval and to the board of directors for resolution.

Loans of funds between the Company and its subsidiaries, or between subsidiaries, shall

be submitted for a resolution to the Board of Directors pursuant to Subparagraph 4 in the preceding paragraph, and the Chairman may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the Board of Directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down.

The "certain monetary limit" mentioned in the preceding paragraph shall be in compliance with paragraph 2, Article 5. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10 percent of the net worth on the most current financial statements of the lending company.

Article 7:The interest rate of each fund lent by the Company shall be calculated based on the market rate or cost of the fund.

Except as stipulated in paragraph 2, Article 5, the duration of each loan shall be within one year (inclusive) or one operating cycle (whichever is longer).

Article 8:After appropriating a loan, the responsible employee shall always pay attention to the financial condition, business, and credit of the borrower and the guarantor. If a collateral is provided, the responsible employee shall be aware of any changes in the value of the collateral. In case of significant changes, the responsible employee shall report to the Chairman immediately and act according to the Chairman's instructions.

When a borrower repays loans upon maturity, interests accrued shall be computed first. After the interests and principal are paid off altogether, the Company may return collateral to the borrower or cancel the mortgage.

The borrower shall pay off the principal and interest of the loan immediately at maturity. If the borrower fails to do so, the Company may dispose of or recover the loss from the collateral provided or the guarantee.

Article 9:The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be carefully evaluated according to the regulations. The Company shall also reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.

The Company's internal auditors shall audit the Procedures and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the members of the audit committee in writing of any material violation found, if any.

Article 10: If, as a result of a change in circumstances, an entity to which a fund is lent does not meet the requirements of the Procedures or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to the audit committee, and shall complete the rectification according to the schedule set out in the plan.
Article 11: The Company shall announce and report the previous month's loan balances of itself and its subsidiaries by the 10th day of each month.

The Company whose lending of funds reaches one of the following levels shall announce and report such an event within two days commencing immediately from the date of occurrence:

(I) The aggregate balance of loans to others by the Company and its subsidiaries reaches 20 percent or more of the Company's net worth as stated in its latest financial statements.
(II) The balance of loans by the Company and its subsidiaries to a single enterprise reaches 10 percent or more of the Company's net worth as stated in its latest financial statements.
(III) The amount of new lending of funds by the Company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the Company's net worth as stated in its latest financial statements.

The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such a subsidiary is required to announce and report pursuant to Subparagraph 3 in the preceding paragraph.

"Subsidiary" and "parent company" as used in the Procedures shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

The net value as used in the Procedures refer to equities attributable to the owners of the parent company in the balance sheet in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

"Date of occurrence" as used in these Procedures refer to the date of contract signing, date of payment, date of board of directors' resolutions or other dates that can confirm the counterpart and monetary amount of the financial loan, whichever date is earlier.

The announcements and reports in the Procedures refer to information entered on the information reporting website designated by the Financial Supervisory Commission.

Article 12: Where a subsidiary of the Company intends to lend funds to others, it shall comply with its own procedures for lending funds to other parties and the Procedures.

Article 13: When managerial persons and persons in charge of lending of funds to others violate

the Procedures, punishment shall be imposed.

Article 14: Matters not prescribed in the Procedures shall be governed by the Regulations Governing Loaning of Funds and Making of Endorsements and guarantees by Public Companies.
Article 15: The Procedures shall require approval by more than half of the audit committee, resolved by the board of directors and ratified in the shareholders' meeting. If any director expresses objection and it is recorded or presented in a written statement, the Company shall submit the dissenting opinions to the audit committee and also present it for discussion in a shareholder meeting. The same procedure shall apply to any amendments to the Procedures. If the approval of a majority of all members of the audit committee is not obtained, the Procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.

“All members of the audit committee” and "all members of the board of directors" referred to in the Procedures shall include only the persons who are currently holding such offices.

When the board of directors discuss pursuant to the preceding subparagraph 1, the opinion of each independent director shall be fully taken into consideration. If any director expresses dissenting or qualified opinion, it shall be indicated in the board of directors meeting minutes.

YFY INC.

Comparison table of Amended Provisions of the Procedures for Lending funds to other parties

		to other parties	to other parties
Article Number	After Amendment	Before Amendment		Description
Article 3	For a company or firm which has business dealings with the Company, the aggregate financing amount shall be limited to 40 percent of the Company's net worthin the most recent financial report ,and the amount lent to the single company or firm shall be limited to the total amount of purchase or sales between both parties in the previous year.	For a company or firm which has business dealings with the Company, the aggregate financing amount shall be limited to 40 percent of the Company's net worthin the previous year ,and the amount lent to the single company or firm shall be limited to the total amount of purchase or sales between both parties in the previous year.		According to the Article 7 of FAQ on the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, the calculation of a company's net value is based on the most recent financial report audited (reviewed)bya CPA.
Article 4	Where the Company lends funds to another company or firm due to a need of short-term financing, it shall be subject to the following circumstances: (I). A company in which the Company and its subsidiaries hold 20 percent of the shares, respectively or jointly, and having a need of short-term financing due to business needs. (I). A company or firm having a need of short-term financing due to the purchase of materials or operating turnover. (II). Other companies having a need of short-term financing as resolved by the board of directors. Where the Company lends funds to another company or firm due to a need of short-term financing, the aggregate financing amount shall be limited to 40 percent of the Company's net worthin the most recent financial report ,and the amount lent to the single company or firm shall be limited to 40 percent of the Company's net worth.	Where the Company lends funds to another company or firm due to a need of short-term financing, it shall be subject to the following circumstances: (I) A company in which the Company and its subsidiaries hold 20 percent of the shares, respectively or jointly, and having a need of short-term financing due to business needs. (II) A company or firm having a need of short-term financing due to the purchase of materials or operating turnover. (III) Other companies having a need of short-term financing as resolved by the board of directors. Where the Company lends funds to another company or firm due to a need of short-term financing, the aggregate financing amount shall be limited to 40 percent of the Company's net worthin the previous year ,and the amount lent to the single company or firm shall be limited to 40 percent of the Company's net worth.		According to the Article 7 of FAQ on the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, the calculation of a company's net value is based on the most recent financial report audited (reviewed) by a CPA.
Article 5	The aggregate financing amount shall be limited to 80 percent of the Company's net worth in the previous year, and the amount lent to a single company or firm shall be limited to 80 percent of the Company's net worthin the most recent financial report . The restriction in Articles 2 through 4 and the preceding paragraph shall not apply to inter-company loans between foreign companies in which the Company holds, directly or indirectly, 100percent of the votingshares or		The aggregate financing amount shall be limited to 80 percent of the Company's net worthat the end of the previous year ,and the amount lent to a single company or firm shall be limited to 80 percent of the Company's net worth. The restriction in Articles 2 through 4 and the preceding paragraph shall not apply to inter-company loans between foreign companies in which the Company holds, directly or indirectly, 100percent of the votingshares or	According to the Article 7 of FAQ on the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, the calculation of a company's net value is based on the most recent financial report audited (reviewed) by a CPA.

	loans made to such foreign companies by the Company; the aggregate financing amount for reasons of business dealings and due to a need of short-term financing shall be limited to twice the net worth of the Companyin the most recent financial report ,and the amount lent to a single entity shall be limited to twice the net worth of the Company. The duration of each loan shall be within a period not to exceed three years. When responsible person of the Company violates Article 3 and Article 4 of these Procedures, the responsible person shall be liable and jointly with the borrower, for the repayment of the loan and for the damages, if any, to the Company resulted therefrom.		loans made to such foreign companies by the Company; the aggregate financing amount for reasons of business dealings and due to a need of short-term financing shall be limited to twice the net worth of the Companyat the end of the previous year ,and the amount lent to a single entity shall be limited to twice the net worth of the Company. The duration of each loan shall be within a period not to exceed three years. When responsible person of the Company violates Article 3 and Article 4 of these Procedures, the responsible person shall be liable and jointly with the borrower, for the repayment of the loan and for the damages, if any, to the Company resulted therefrom.

Appendix 15

[Amendment effective as of the shareholders' meeting on May 17, 2021]

YFY Inc.

Procedure for Making Endorsements and Guarantees

Article 1. In accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, companies who endorse or provide guarantees for others shall follow this procedure.
Article 2. The Company may endorse or provide guarantees to the following companies:
I. Companies with whom the Company conducts business.
II. Companies in which the company directly or indirectly holds more than 50% of the voting shares.
III. Company that directly or indirectly hold more than 50% of the voting rights of the Company.
Between companies in which the Company directly or indirectly holds more than 90% of the voting shares may be endorsed and guaranteed, and the amount shall not exceed 10% of the company's net value. However, endorsements or guarantees between companies in which the Company directly or indirectly holds 100% of the voting rights are exempt.
If, based on the need for the contracting of the project, the inter-industry or inter-co-builder relationship is mutually insured in accordance with contractual provisions, or due to a joint investment relationship, all capital shareholders endorse or guarantee the invested company according to their shareholding ratio, their endorsement or guarantee will not be subject to the restrictions of the preceding two paragraphs.
The capital contribution mentioned in the preceding paragraph refers to the Company's direct capital contribution or capital contribution through a company in which it holds 100% of the voting shares.
Article 3. The endorsements and guarantees in this Procedure refer to the following matters:
I. Financing endorsement or guarantee, including:
- (I) Discounted note financing.
- (II) Endorsement or guarantee done for the purpose of financing other companies.
- (III) Note issued separately to a non-financial enterprise as a guarantee for the purpose of financing the Company.
II. Endorsements or guarantees of custom duties refers to the endorsements or guarantees

provided by the Company or other companies for custom duties.

III. Other endorsements and guarantees refer to endorsements or guarantees that are not classified as those in the preceding two subparagraphs.
The lien or mortgage provided by the Company against its assets and properties for guaranteeing another company's loan shall also be handled in accordance with this Procedure.
Article 4. The subsidiary and parent company mentioned in this Procedure shall be defined by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 5. The seal for endorsements and guarantees for external parties shall be the Company seal that is registered with the Ministry of Economic Affairs. The Company seal shall be kept by a dedicated person approved by the board of directors. Blank notes shall be kept by the cashier. The Company's endorsements and guarantees are subject to certain procedures to apply for approval, and only after procedures are complete may the Company seal or issue notes.
Article 6. When the Company provides external guarantees, the letter of guarantee issued by the Company shall be signed by a person authorized by the board of directors.
Article 7. When the Company or its subsidiaries process endorsements or guarantees, the Company shall create log books to record detailed information concerning the objects, amounts, dates of board approval or chairman resolution, dates of endorsement or guarantee, and items requiring careful evaluation. The Company shall also perform assessment and recognize any endorsement or guarantee loss. In addition, endorsements and guarantees shall be adequately disclosed in the financial statements, and the information shall be provided to the certified public accountant in order to perform the necessary audit procedures.
If the object of endorsement or guarantee is a subsidiary whose net value is less than one-half of the paid-in capital, the object of endorsement or guarantee is required to submit financial statements every month and conduct careful financial analysis for the implementation of control measures. If the shares of the endorsed or guaranteed subsidiary do not have a par value or the par value is not NT$10, the calculation of paid-in capital shall also include the sum of the capital and the capital surplus at premium.
The internal audit personnel of the Company shall audit the Procedures of Making of Endorsement and Guarantees and its implementation at least once every quarter and keep written records. In case of major violations, the Audit Committee shall be informed in writing.

Article 8. The Company's external endorsements and guarantees are all performed through the head office, and the branches may not perform such endorsements or guarantees separately. With the exception of note financing, subsidiary endorsements or guarantees must be submitted by the Company's responsible person at the subsidiary to the Company's financial department and approved by the Company's board of directors.
However, when deemed necessary, if within 50% of the limit of the subsidiary's endorsement or guarantee and the amount does not exceed the limit of NT$500 million, the Chairman of the Company may first make a resolution and then report to the Company's latest board of directors for subsequent ratification. Subsidiaries shall notify the financial department of the Company in writing immediately after handling the endorsement or guarantee or its cancellation.
Article 9. When a unit needs to issue a promissory note for external guarantee, it shall fill in the "Guarantee Promissory Note Application Form" and, after approval, submit it to the accounting unit to prepare a voucher and forward it to the cashier for issuance. In the event of invalidation or cancellation, the original promissory note shall be recovered and canceled and recorded in the account accordingly.
Article 10. When handling the Company's discounted note financing (referring to the existing discount limit), fill in the "Note Financing (Discount) Notice" and, after approval, submit it to the accounting unit to prepare the voucher, and forward it to the cashier and financial departments for processing.
Article 11. When handling external guarantees or endorsements other than the issuance of promissory notes, the unit shall fill in the "Application Form for External Guarantees or Endorsements". After the approval, it shall be sent to the accounting unit for formal accounting and forwarded to the company seal custodian for sealing, after which the guarantee may be performed.
Article 12. All the Company's external endorsements and guarantees shall be formally accounted for by the accounting unit, and the complete information of the original application form must be retained for future review and evaluation.
Article 13. When the liability of external guarantee or endorsement is released, the original applicant should fill in the "Notice of Release of External Guarantee or Endorsement" and apply for the release of the responsibility together with the relevant documents, and formally record the account cancellation.

Article 14. Before handling endorsement or guarantee, the Company shall conduct a detailed review according to the following procedures and prepare evaluation records:
I. Necessity and reasonableness of the endorsement or guarantee.
II. Credit check and risk assessment on endorsed or guaranteed party.
III. Impact on the Company's operational risks, financial conditions, and shareholders' equity.
IV. Whether or not to obtain collateral and appraised value of collateral.
Article 15. If the company engages in endorsement or guarantee due to business relationships, the amount of endorsement or guarantee shall not exceed the amount of procurement and sales between the two parties in the previous year.

The total amount of the Company's overall external endorsements and guarantees is twice the net value of the Company's most recent financial statement.

The limit of an endorsement or guarantee by the Company to a single enterprise has reached 1.5 times the Company's net worth on the most recent financial statements.

The outstanding balance of endorsements and guarantees for the Company and its subsidiaries has reached 2 times the Company's net worth on the most recent financial statements.

The outstanding balance of an endorsement or guarantee by the Company and its subsidiaries to a single enterprise has reached 1.5 times the Company's net worth on the most recent financial statements.

When handling endorsements and guarantees, the Company shall obtain approval from the Board of Directors in advance. If necessary, the Board of Directors may authorize the Chairman of the Board of Directors to approve the provision of endorsement/guarantee provided that the amount of such endorsement/guarantee provided by the Company does not exceed 10% of the Company's net worth as stated in the Company's most recent financial statements, and then submitted to the most recent meeting of the Board of Directors for subsequent ratification.

Article 16. When the endorsements or guarantees is necessary to exceed beyond the preceding agreements followed by the established Procedures of business demand and criteria, it shall have approval from the Board of Directors shall be obtained. and more than half of the directors shall sign their names to demonstrate joint guarantee for the Company's possible losses and the Procedure shall be revised before being submitted to the shareholders' meeting for subsequent endorsement. When it is disapproved in the shareholders' meeting, a plan shall be established to write off the excess within a certain period of time.

Article 17. Should the object of endorsement or guarantee not qualify for the criteria of this procedure, or if there is a amount excess due to circumstantial changes, an improvement plan shall be devised and submitted to the Audit Committee, and the improvement shall be completed within the planned schedule.
Article 18. The Company shall disclose the outstanding balances of endorsements and guarantees for the Company and its subsidiaries of the previous month by the 10th day of each month.
If the endorsement/guarantee balance of the Company reaches one of the following thresholds, the Company shall disclose to the public and report such information within two days of occurrence of the event:
I. The outstanding balance of endorsements and guarantees for the Company and its subsidiaries has reached 50% of the Company's net worth on the most recent financial statements.
II. The outstanding balance of an endorsement or guarantee by the Company and its subsidiaries to a single enterprise has reached 20% of the Company's net worth on the most recent financial statements.
III. The endorsement or guarantee balance of the Company and its subsidiaries for a single enterprise reaches NT$10 million or above, and the aggregate amount of endorsements and guarantees, carrying amount of investments recognized under the equity method, and balance of loans to such company reaches 30% or more of the Company's net worth as stated in the most recent financial statements of the Company.
IV. New endorsements and guarantees by the Company or one of its subsidiaries have reached NT$30 million or more and 5% or more of the Company's net worth on the most recent financial statements.

The net worth mentioned shall be defined by Regulations Governing the Preparation of Financial Reports by Securities Issuers on the equity attributed to the parent company's balance sheet. The date of occurrence of the event mentioned in this Procedure refers to the earliest of the signing date, payment date, the board of directors' resolution date, or any other dates when the object of endorsement/guarantee and the amount can be verified with certainty.

Should the subsidiary have items to announce as stipulated in Subparagraph 4 of the preceding paragraph, the parent company is responsible for announcing on behalf of a subsidiary that is not publicly listed in the domestic market.

The announcement website mentioned in this Procedure refers to the reporting website designated by the Financial Supervisory Commission.

Article 19. In addition to following their own procedures for endorsement/guarantee, YFY's subsidiaries shall follow the regulations stipulated in the Procedures of Making of Endorsement and Guarantees when making endorsement/guarantee for other parties.
Article 20. YFY's managers or authorized personnel shall be subject to penalty if they violate the regulations stipulated in this Procedure.
Article 21. Any matters not covered in this Procedure shall be handled in accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies."
Article 22. This Procedure must receive the approval of from one-half or more of the Audit Committee and requires the board of directors' resolution and shareholders' approval. Should a director express objection and provide audio or written record, this shall be delivered to the Audit Committee and be submitted for shareholders' discussion. Amendments shall follow the same procedure. Without the consent from one-half of the members of Audit Committee, Should one-half of the Audit Committee not approve, the approval of two-thirds of the board of directors is required., and The Audit Committee's resolution should be recorded in the meeting minutes of the board meeting.

This Procedure's definition of all of the Audit Committee and all directors refers to those who are currently in office.

When the Company submits the Procedure for discussion by the Board of Directors pursuant to the Paragraph 1, the Board of Directors shall take into full consideration of each independent director's opinions and their and record of objections, which should be and indicated reservations of independent directors in the board meeting minutes.

YFY Inc.

Table of Comparison of Procedures of Making Endorsements and Guarantees

Article	Amended articles	ExistingArticle	Description
Article 15	If the company engages in endorsement or guarantee due to business relationships, the amount of endorsement or guarantee shall not exceed the amount of procurement and sales between the two parties in the previous year. The total amount of the Company's overall external endorsements and guarantees is twice the net value of the Company'smost recent financial statement. The limit of an endorsement or guarantee by the Company to a single enterprise has reached 1.5 times the Company's net worth on themost recent financial statements. The outstanding balance of endorsements and guarantees for the Company and its subsidiaries has reached 2 times the Company's net worth on themost recent financial statements. The outstanding balance of an endorsement or guarantee by the Company and its subsidiaries to a single enterprise has reached 1.5 times the Company's net worth on themost recent financial statements. When handling endorsements and guarantees, the Company shall obtain approval from the Board of Directors in advance. If necessary, the Board of Directors may authorize the Chairman of the Board of Directors to approve the provision of endorsement/guarantee provided that the amount of such endorsement/guarantee provided by the Company does not exceed 10% of the Company's net worth as stated in the Company'smost recent financial statements, and then submitted to the most recent meeting of the Board of Directors for subsequent ratification.	If the company engages in endorsement or guarantee due to business relationships, the amount of endorsement or guarantee shall not exceed the amount of procurement and sales between the two parties in the previous year. The total amount of the Company's overall external endorsements and guarantees is twice the net value of the Company's financial statementfrom the previous year . The limit of an endorsement or guarantee by the Company to a single enterprise has reached 1.5 times the Company's net worth on financial statementfrom the previous year . The outstanding balance of endorsements and guarantees for the Company and its subsidiaries has reached 2 times the Company's net worth on the financial statementfrom the previous year . The outstanding balance of an endorsement or guarantee by the Company and its subsidiaries to a single enterprise has reached 1.5 times the Company's net worth on the financial statementfrom the previous year . When handling endorsements and guarantees, the Company shall obtain approval from the Board of Directors in advance. If necessary, the Board of Directors may authorize the Chairman of the Board of Directors to approve the provision of endorsement/guarantee provided that the amount of such endorsement/guarantee provided by the Company does not exceed 10% of the Company's net worth as stated in the Company's financial statementfrom the previous year ,and then submitted to the most recent meeting of the Board of Directors for subsequent ratification.	According to the FAQ on the Regulations Governing Loaning of Funds and Making of Endorsements/Guarante es by Public Companies, the calculation of a company's net value is based on the most recent financial report audited (reviewed) by a CPA.

Appendix 16

YFY Inc.

List of Director and Independent Director Candidates

S N	Title	Candidates	Education	Current Position	Experiences	Number of shares (Note)
1	Director	Yuen Foong Paper Co., Ltd. Representative: Hui-Jean Liu	Master of Computer Engineering University of Northwestern Ph.D. in Chemistry, University of Northwestern	Vice President of Customer Strategy , Schneider Electric	Director of Chief Technology officer, Delta Electronics Managing Consultant, IBM Global Business Services Manager of Business Development, IBM Research	18,268,073
2	Director	Yuen Foong Paper Co., Ltd. Representative: Willie Tsai	Bachelor in Department of Public Administration, National Chengchi University Master of Finance, University of Iowa	Director, YFY Inc. President, YFY Inc. Chairman, YFY Corporate Advisory & Services Co., Ltd. Director, YFY Packaging Inc. Director, Yuen Foong Yu Consumer Products Co., Ltd Chairman, YFY Paradigm Investment Co., Ltd. Chairman, YFY Development Corp.	President, Nan Yang Industries Co., Ltd. Chief Strategy Officer, Sanyang Motor Co., Ltd. Executive Director, San Want Holdings President, BES Engineering Corporation Vice President, Grand Cathay Securities Corporation Vice President, China Development Financial Holding Corporation Chairman and President, KGI (Korea)Securities Co.,Ltd	18,268,073
3	Director	Yuen Foong Paper Co., Ltd. Representative: Kirk Hwang	Ph.D. in Materials Chemistry, University of Wisconsin	Director, YFY Inc. Chairman, Chung Hwa Pulp Corp. Director, Guangdong Dingfung Pulp & Paper Co., Ltd. Director, Zhaoqing Dingfung Forestry Co., Ltd. Director, Shin Foong Specialty and Applied Materials Co., Ltd Director, N.T.U. Innovation Incubation Co., Ltd. Taiwan Corporate Governance Association Director, Taiwan Institute for Sustainable Energy Managing Director, Taiwan Paper Industry Association Director, Taiwan Carbon Capture Storage and Utilization Association	Chief Executive Officer, Chung Hwa Pulp Corp. President, Kang Na Hsiung Enterprise Co., Ltd Head of Asia Pacific Business Developmental Department, 3M Senior Manager, R&D at Minnesota State, 3M	18,268,073

4	Director	Shin-Yi Enterprise Co., Ltd. Representative Chin-San Wang	Bachelor in Accounting, Soochow University EMBA, Accounting and Management Strategy, National Taiwan University	Director, YFY Inc. Independent Director, Taiwan Cement Corporation Independent Director, Taiwan Navigation Co., Ltd. Independent Director, DA CIN Construction Co., Ltd. Independent Director, Fulin Plastic Industry (Cayman) Holding Co., Ltd. Director, Yageo Corporation Director, Chilisin Electronics Corp Director, TN Soong Foundation	Chairman, National Taiwan University EMBA Alumni Foundation Vice Chairman, Deloitte Touche Tohmatsu Limited Associate Professor of Department of Accounting, Yuan Ze University Executive Director, CPA Associations R.O.C Member of Financial Accounting Committee Accounting Research and Development Foundation Member of Auditing Committee, Accounting Research and Development Foundation Member of Accounting Research and Discussion Group, Accounting Research and Development Foundation	77,794,610
5	Director	Shin-Yi Enterprise Co., Ltd. Representative: Chun-Chieh Huang	Bachelor in Chemical Engineering, National Cheng Kung University Master of Science and Technology Management Institute, National Chengchi University	President and Partner, Huacheng Capital Co., Ltd. President and Partner, Huicheng Capital Co., Ltd. Director, M2Communication Inc. Director, Vicoretek Nangjin Limited Company	President, SinoPac Securities Venture Capital Corporation Vice President, Sercomm Corporation President, Yitai Venture Capital Director, Taiwan Venture Capital Association	77,794,610
6	Independent Director	Hsi-Peng Lu	Master of Industrial Management, National Tsing Hua University Ph.D. in Industrial Engineering, University of Wisconsin - Madison	Distinguished Professor, Department of Information Management, National Taiwan University of Science and Technology Independent Director, YFY Inc. Independent Director, Taiwan Mobile Co., Ltd. Independent Director, Shui-Mu International Co., Ltd. Independent Director, 91APP Inc.	Dean of School of Management/ Dean of Academic Affairs/ Dean of Information Management department/ Executive Director of EMBA/ Director of E-Commerce Center, National Taiwan University of Science and Technology	0

7	Independent Director	Di-Shi Huang	Bachelor of Law, National Taiwan University Master of Criminal Justice Management Institute, Oklahoma City University	-	Deputy Director of Investigation Bureau, Ministry of Justice Director of Taipei City Investigation dpt, Ministry of Justice Director of New Taipei City Investigation dpt, Ministry of Justice Director of Agency Against Corruption, Ministry of Justice Investigation Bureau Legal Secretary of Department of Justice in Houston, Ministry of Justice Investigation Bureau	0
8	Independent Director	Yie-Yun Chang	LL.D in University of Munich	Vice Principal, Fu Jen Catholic University Legal consultant of Wisdom Bureau, Ministry of Economic Affairs Member of the Appeal Review Committee, Ministry of Transportation and Communications, R.O.C. Member of Human Rights Protection Group, Examination Yuan of ROC Member of Scholarship for Study Aboard, Ministry of Education	Dean, Fu Jen Catholic University Academic Associate Dean and Head of Department of Economics and Law, Fu Jen Catholic University Member of the 6th Fair Trade Commission Adjunct Professor at Department of Finance, National Chengchi University	0
9	Independent Director	Jin-li Hu	Ph.D. in Economic, State University of New York at Stony Brook	Professor at the Institute of Business and Management, National Yang Ming Chiao Tung University President, Taiwan Association of Environmental and Resource Vice President, Association for China Economic Studies Independent Director, Fubon Insurance Co., Ltd.	Dean/Associate Dean, School of Management, National Chiao Tung University Director, Institute of Management, National Chiao Tung University Associate Professor, Department of Industrial Economics, Tamkang University Associate Professor, Ming Chuan School of Management Department of Financial Management	0

Note: The shareholdings up until the book closure date (March 19, 2021) of the current shareholders' meeting.

Appendix 17

[Amendment effective as of the shareholders' meeting on June 30, 2015]

YFY Inc.

Election Rules for Directors

I. YFY conducts the election of directors in accordance with the Rules.
II. The disclosed cumulative voting method shall be used for the election of directors. Each share shall have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The attendance's pass number printed on the ballot is deemed the voter's name.
III. YFY's directors are elected by shareholders' meetings using a candidate nomination system. Directors are elected from the list of candidates in accordance with YFY's Articles of Incorporation and with the number of directors set by the board of directors in YFY's Articles of Incorporation; votes of independent and non-independent directors are counted separately, and the seats are to be filled for candidates with the highest election weight until all seats are filled. When two or more candidates have the same number of votes and there is only one seat remaining, the outcome shall be determined via a draw. The absentee shall be represented at the draw by the chairperson.
IV. Before the election begins, the chairperson shall appoint a certain number of persons to perform the respective duties of vote monitoring and vote tallying.
V. The board of directors shall prepare ballots for the election of directors, numbering them by order of attendance pass number and determining the election weight.
VI. YFY shall prepare the ballot box which shall, before the election begins, be opened for inspection by the vote monitoring personnel.
VII. If the candidate is a shareholder, the voter must fill in the candidate's account name and shareholder account number in the "candidate" column of the ballot; if the candidate is not a shareholder, the voter must fill in the candidate's full name and National ID number. If the candidate is an institutional shareholder, the name of the institution shall be entered in the "candidate" column of the ballot; the name of the institution along with the personal name of its representative may also be provided.
VIII.A ballot shall become invalid under any of the following circumstances:
(I) It is not a ballot specified under these Rules.
(II) The ballot has been cast into the ballot box as a blank ballot.
(III) The ballot has been marked with illegible writing.
(IV) When the candidate is a shareholder, the stated account name and shareholder account number do not match information on the shareholders' list; when the candidate is not a shareholder, the 57

stated full name and National ID number do not match after verification.

(V) Other text entered has been entered aside from the candidate's account name (full name) and shareholder account number (National ID number).
(VI) When the candidate's name is similar to that of another shareholder and the following are not marked for the purpose of further identification: shareholder's account number or National ID number.
(VII) Two or more candidates are specified on a single ballot.
IX. After the elections have concluded, ballots shall be immediately tallied on site and the results of the vote shall be announced by the chairperson on site.
X. Newly-elected directors shall be notified of their appointment by the board of directors.
XI. These Rules shall come into effect following the approval of the shareholders' meeting. Amendments shall follow the same procedure.

Appendix 18

The content of the proposal to remove the competition for the Company's directors:

Director or institutional entity they represent	Concurrent position at the Company	Position held
Yuen Foong Paper Co., Ltd.	Shen's Art Print Co., Ltd. Foongtone Technology Co., Ltd. Beautone Co., Ltd. China Micr Printing Co., Ltd. Han TangManagement ConsultingCo.,Ltd.	Director Director Director Director Supervisor
Wellie Tsai (Representative of Yuen Foong Paper Co., Ltd.)	YFY Corporate Advisory & Services Co., Ltd. YFY Packaging Inc. Yuen Foong Yu Consumer Products Co., Ltd. YFY Paradigm Investment Co., Ltd. YFY Development Corp. YFY International Limited YFY Global Investment Limited YFY Mauritius Corporation YFY Cayman Co.,Ltd.	Chairman Director Director Chairman Chairman Director Director Director Director
Kirk Hwang (Representative of Yuen Foong Paper Co., Ltd.)	Chung Hwa Pulp Corp. Guangdong Dingfung Pulp & Paper Co., Ltd. Zhaoqing Dingfung Forestry Co., Ltd. CHP International (BVI) Corporation Shin Foong Specialty and Applied Materials Co., Ltd. N.T.U. Innovation Incubation Co.,Ltd.	Chairman Director Director Director Director Director
Shin-Yi Enterprise Co., Ltd.	E Ink Holdings Inc. Shin-Yi Investment Co., Ltd. Yuen Shin Yi Enterprise Co., Ltd. Fu Hwa Enterprise Co., Ltd. MiCareo Inc.	Director Director Director Director Director
Chin-San Wang (Representative of Shin-Yi Enterprise Co., Ltd.)	Taiwan Cement Corp Taiwan Navigation Co., Ltd. DACIN Construction Co ., Ltd. Fulin Plastic Industry (Cayman) Holding Co. Yageo Corporation Chilisin Electronics Corp. DIVA Laboratories Ltd. Papivax Biotech Inc.	Independent Director Independent Director Independent Director Independent Director Director Director Supervisor Supervisor
Chun-Chieh Huang (Representative of Shin-Yi Enterprise Co., Ltd.)	Huacheng Capital Co., Ltd. Huicheng Capital Co., Ltd. M2Communication Inc. Vicoretek Nangjin Limited Company	President President Director Director
Hsi-Peng Lu	Taiwan Mobile Co., Ltd. Shui-Mu International CO.,LTD 91APP Inc.	Independent Director Independent Director Independent Director
Jin-li Hu	Fubon Insurance Co., Ltd.	Independent Director

Appendix 19

[Amendment effective as of the Shareholders' Meeting on June 22, 2020]

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 an annual general meeting of shareholders 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 21 days before the date of the annual general meeting of shareholders or 15 days before the date of the special shareholders meeting. In addition, 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 the Corporation and the designated professional shareholder services agency 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 a proposal for discussion at an annual general meeting of shareholders to this Corporation, 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 an annual general meeting of shareholders is held, this Corporation shall publicly announce that it will receive shareholder proposals in writing or by way of electronic transmission, as well as the location and time period for their submission; the period for submissions 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 presented in person or by proxy at the annual general meeting of shareholders and taking parts 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 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one that 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 2 business days before the meeting date. If the cancellation notice is submitted after the deadline, 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 regarding 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 before meeting commences. The place at which attendance registrations are accepted shall be clearly marked with a sufficient number of suitable personnel assigned to take charge of the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders 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 with 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 reasons, 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. Starting from the time when this Corporation accepted shareholder attendance registrations, shall take uninterrupted audio and video recordings consecutively during 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 ballots 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 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 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 the subject of the speech from the speaker's slip, his/her shareholder account number (or attendance card number), and the 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.

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 two business 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 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 directors and the number of votes which they were elected.

The ballots for the election referred from the preceding paragraph shall be sealed with 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 the statistical statement in a prescribed format of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies. This Corporation shall make an express disclosure of the same indicators during the shareholders meeting.. If matters put to a resolution at a shareholders meeting constitute material information 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.

Appendix 20

[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: YFY Inc. (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 general 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 least thirty (30) days in advance, in case of an annual general meeting of shareholders; 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. 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: 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 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.

Appendix 21

Current Shareholding of Directors of YFY Inc.

The shareholdings of all directors as recorded in the shareholder register up until the book closure date (March 19, 2021) of the current shareholders' meeting:

meeting:
Title		Name	Date of appointment	Shares held when elected			Number of shares held as recorded in the shareholder register as of March 19, 2021
				Type	Number of shares	Shareholding ratio	Type	Number of shares	Shareholding ratio
Chairman:	Shin-Yi Enterprise Co., Ltd. representative	Felix Ho	2018/6/21	Ordinary shares	77,794,610	4.69	Ordinary shares	77,794,610	4.69
Director		S. C. Ho	2018/6/21
Director		Richard Ho	2018/6/21
Director	Yuen Foong Paper Co., Ltd. representative	Kirk Hwang	2018/6/21	Ordinary shares	18,268,073	1.10	Ordinary shares	18,268,073	1.10
Director		Chin-San Wang	2018/6/21
Director		Willie Tsai	2018/6/21
Independent Director	Wen-Cheng Huang		2018/6/21	Ordinary shares	0	0.00	Ordinary shares	0	0.00
Independent Director	Hsi-Peng Lu		2018/6/21	Ordinary shares	0	0.00	Ordinary shares	0	0.00
Independent Director	Thomas Chen		2018/6/21	Ordinary shares	0	0.00	Ordinary shares	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.
Number of shares that must be held by all directors according to Article 26 of the Securities and Exchange Act (2.4%): 39,848,916 shares. Actual number of shares held (shares held by independent directors are not included in the number of shares held by directors): 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.

AI assistant

YFY — AGM Information 2021

51935_rns_2021-10-14_69723188-139e-4a3d-8969-f41011319cf3.pdf

YFY INC

2021 Annual General Meeting of Shareholders

Meeting Handbook

2021/05/17

Table of Contents

YFY Inc. 2021 Annual General Meeting of Shareholders Meeting Agenda

VII. Extraordinary Motions

VIII.Meeting Adjourned

Items to Report

Ratifications

Discussions and Elections

(II) For your discussion and resolution.

Extraordinary Motions

YFY Inc.

Business Report

2. Diversified investment

3. Continued innovation

4. Making operations data-based, and making data platform-based

5. Asset activation

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (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, 2020 AND 2019 (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, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YFY INC. AND SUBSIDIARIES

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

YFY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

YFY INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YFY INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

YFY INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

YFY INC.

2020 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

March 19, 2021

YFY INC.

Procedures for Lending funds to other parties

(IV) Ratification

YFY INC.

Comparison table of Amended Provisions of the Procedures for Lending funds to other parties

YFY Inc.

Procedure for Making Endorsements and Guarantees

YFY Inc.

YFY AGM Information 2021