YH - AGM Information 2021 | FinancialReports.eu

Code: 2007

==> picture [447 x 58] intentionally omitted <==

2021 Shareholders’ Meeting

Program

Time: June 23, 2021

I. Procedure and Agenda of Annual Shareholders’ Meeting

YIEH HSING ENTERPRISE CO., LTD. 2021 Annual Shareholders’ Meeting Procedure

Time: June 23, 2021 at 9 a.m.

Place: No. 57, Jinxue Rd., Ziguan Dist., Kaohsiung City 826002, Taiwan (Ziyi Community Center)

I. Report attending number of shares

II. Call meeting to order

III. Chairman’s address

IV. Reported Matters

V. Acknowledged Matters

VI. Matters for Discussion

VII. Extemporary Motions

VIII. Adjournment

YIEH HSING ENTERPRISE CO., LTD. 2021 Annual Shareholders’ Meeting Agenda

Chairman’s address
Reported matters:
(1) 2020 Business Report
(2) 2020 Audit Committee’s Auditor’s Annual Financial Statements
(3) 2020 Endorsements/Guarantees Report
Acknowledged Matters:
(1) Acknowledgment of 2020 annual final accounting books and statements
(2) Acknowledgment of 2020 annual appropriation of loss
Matters for Discussion
(1) Amendment of “Rules of Procedure for Shareholders’ Meeting”
Extemporary Motions
Adjournment

Table of Contents Pages
I. Procedure and Agenda of Annual Shareholders’ Meeting……………….………………….…....1
II. Reported Matters……………………………………………………………….………………..4
i. 2020 Business Report………………………………………………….……………….…...4
ii. 2020 Audit Committee ’s Auditor’s Annual Financial Statements ….……………..…….36
iii. 2020 Endorsements/Guarantees Report…………………………….…………………....37
III. Acknowledged Matters………………………………………………………………………..38
i. Acknowledgment of 2020 annual final accounting books and statements…..............……38
ii. Acknowledgment of 2020 annual appropriation of loss……………………….....……....38
IV. Matters for Discussion………………………………………………………………………...39
i. Amendment of`“`Rules of Procedure for Shareholders’ Meeting”……………….………39
V. Extemporary Motions………………………………………………………………………….39
VI. Adjournment………………………………………………………………………………….39
VII. Attachment………………………………………………………………………………...…40
i. Comparison of Amendments of the Company’s “Rules of Procedure for Shareholders’
Meeting”…………………………………………………………………………………..40
VIII. Appendix…………………………………………………………………………………….43

II. Reported Matters

1. 2020 Business Report

(1) 2020 Business Results:

i. 2020 Review of Market Overview
a. Rise and fall of 2020 stainless steel wire rods market

The year 2020 was the first year of ban on mines in Indonesia, the focus of the market was originally put on the variation brought from ban on mines; however, the unexpected epidemic of COVID 19 interrupted original operating logic of nickel. The first quarter suffered from the infliction caused by the influence of the epidemic, the average price of spot nickel was US$12,723 per ton, commodities were affected one after another. The average price of spot nickel of the second quarter was US$12,215 per ton, the epidemic situation was gradually getting better in the end of the quarter, various countries chose to stimulate economics one after another, the market direction change was expected as economics recovery. In this background, the average price of spot nickel achieved US$14,208 per ton in the beginning of the third quarter, under the boost of downstream consumption, the nickel price broke away from the weak posture. The average price of spot nickel achieved US$15,920 per ton in the beginning of the fourth quarter, rising to a high position of more than one year. Comprehensively surveying all year around, the nickel price declined first and the rose, the growth of the lowest and highest section was 30.33%.The demand of stainless steel rose and fell, the global economics suffered from the impact in the early stage the epidemic, the consumption of stainless steel was encumbered, and the price of stainless steel has hit bottom, innovated the low position of the second half of the year. In post-epidemic era, China took the lead in resuming work and production, constantly released economic stimulus policies in the meanwhile, and boosted the market demand; however, according to the concept of gold September, silver October, the anticipation of the peak season demand came to nothing, but the lower inventory still provide a certain degree of support for the price, from early September to end of November, the production and demand of stainless steel simultaneously stepped into shrinking trend, the trend and band of the price was noticeable, and the rise section enlarged. In December, the downstream demand and consumption of stainless steel performed better, the eco power rationing policy influenced the yield of stainless in some areas, under the situation of the tight supply of the spot market, the price of stainless steel rebounded slightly, formed a boost of stainless steel, the nickel price was supported by that.

b. Recovery of carbon steel wire rods in the end of year 2020
All walks of life around the world encountered an enormous challenge under the influence of the epidemic in 2020, domestic and overseas prices from January to March substantially decreased. The overseas epidemic broke out from April, major auto factories and home appliance enterprise appeared the situation of a large scope of stoppage. The demand abroad substantially decreased from April to July. Starting in September, due to the strong emotion of resuming work and production, the demand started to recover and scraped steel and iron mine increased at the same time to impel the overseas price of billet steel started to increased constantly. As the epidemic is well controlled in China, the strong domestic demand and a large amount of purchase made a support for the price of semi-finished products.

Manufacturing of China rapidly resumed work and production in October, the clearing speed of the total inventory accelerated, and furthermore, it started to reconstruct in some areas after the flood, the steel demand steadily grew, the offered price of carbon steel upstream factories of October and the fourth quarter pulled back. The material market, such as coal iron mines and scraped steel, was soaring, various countries revitalized the economy, the market outlook was getting better. The domestic demand of wire rods was strong, the orders of downstream screw industry continuously appeared, this strong market demand continued to the first quarter of the year 2021.

c. Strengthen domestic market of stainless steel and carbon steel wire rods
In the year 2020, except Act 232 of USA has constantly influenced, the export volume in various countries adopted quota control constantly restricted by the overseas market and defensive measures of European Union, and the epidemic of COVID-19 spread, the market conditions of the first half of the year was depressed, domestic orders held steady in the epidemic of the second half of the year, the export demand did not significantly recovered, the whole entity was still depressed, the operations still declined, compared with the last year. The sales of stainless steel wire rods decreased by 2,235 tons, the sales amount decreased by NT$629,188 thousand, compared with the last year 2019. The Company encountered this severe market challenge and the uncertainty, on one hand, except put a lot of effort to consolidate the supply of stainless steel wire rods of domestic sales, on the other hand, strived to expand the current demand market of carbon steel wire rods.

d. 2020 business overview

The Company’s individual revenue presented a decline trend, the annual revenue was NT$5.59 billion, decreased by NT$950 million, compared with the revenue of the last year of NT$6.54 billion. The net loss before tax of the year 2020 was NT$466 million, the loss slightly decreased, compared with the net loss before tax of the year 2019 of NT$ 627 million. The revenue of the year 2020 decreased, compared with the year 2019, mainly influenced by the epidemic of COVID-19, the demand of the international market decreased, the export sales volume of stainless steel decreased by 15%, the revenue decreased by 22%, and OEM yield decreased by 53%, caused the decreases of the revenue of the year 2020. As the yield decreased, the increase of the production costs followed, and the decrease of the demand side resulted in the market competition, caused the difficulty of creating the price difference for -
the Company, the gross margin was 2.92%. Now the Company retains the current market with all the strength, strives to expand high-value products, and improves the production process, enhances the administrative operations, controls the production costs for expecting the Company can create better profit conditions, and stand out in a new trend of the market competition.

2020 Review of the Company’s operating status

The Company’s practice results of operating plans, implementation of the budgets, financial income and expenditure, profitability analysis and research and development status are as follows:

(1) 2020 the Company’s practice results of operating plans

Individual financial statements

			Unit: NTD 1,000 Increasing/decreasing amount Variation (%) (945,484) (14.47) (1,034,822) (15.25) 89,338 35.36 (38,115) (19.38) 127,453 28.37 33,545 18.83 160,998 25.66 (11,099) (75.43) 172,097 26.80	Unit: NTD 1,000 Increasing/decreasing amount Variation (%) (945,484) (14.47) (1,034,822) (15.25) 89,338 35.36 (38,115) (19.38) 127,453 28.37 33,545 18.83 160,998 25.66 (11,099) (75.43) 172,097 26.80

Year Item	2020	2019	Increasing/decreasing amount	Variation (%)

Operating revenue	5,589,791	6,535,275	(945,484)	(14.47)

Operating costs	5,753,100	6,787,922	(1,034,822)	(15.25)

Operating margin (gross loss)	(163,309)	(252,647)	89,338	35.36

Operating expenses	158,529	196,644	(38,115)	(19.38)

Operating net profit (net loss)	(321,838)	(449,291)	127,453	28.37

Non-operating income and expenses	(144,637)	(178,182)	33,545	18.83

Net profit (net loss) before tax	(466,475)	(627,473)	160,998	25.66

Tax expense	3,615	14,714	(11,099)	(75.43)

Net profit (net loss) after tax	(470,090)	(642,187)	172,097	26.80

Consolidated financial statements

			Unit: NTD 1,000 Increasing/decreasing amount Variation (%) (963,013) (14.70) (1,034,822) (15.25) 71,809 30.54 (52,258) (21.54) 124,067 25.97 30,550 19.33	Unit: NTD 1,000 Increasing/decreasing amount Variation (%) (963,013) (14.70) (1,034,822) (15.25) 71,809 30.54 (52,258) (21.54) 124,067 25.97 30,550 19.33

Year Item	2020	2019	Increasing/decreasing amount	Variation (%)
	5,589,791	6,552,804	(963,013)	(14.70)
Operating revenue
	5,753,100	6,787,922	(1,034,822)	(15.25)
Operating costs
	(163,309)	(235,118)	71,809	30.54
Operating margin (gross loss)
	190,304	242,562	(52,258)	(21.54)
Operating expenses
	(353,613)	(477,680)	124,067	25.97
Operating net profit (net loss)
	(127,532)	(158,082)	30,550	19.33
Non-operating income and expenses


Net profit (net loss) before tax	(481,145)	(635,762)	154,617	24.32

Tax expense	3,615	17,207	(13,592)	(78.99)

Net profit (net loss) after tax	(484,760)	(652,969)	168,209	25.76

Other comprehensive income, net of tax	1,348	18,750	(17,402)	(92.81)

Total comprehensive income	(483,412)	(634,219)	150,807	23.78

Net income attributable to stockholders of the parent	(470,090)	(642,187)	172,097	26.80

Net income attributable to non-controlling interests	(14,670)	(10,782)	(3,888)	(36.06)

Total comprehensive income attributable to stockholders of the parent	(468,742)	(623,437)	154,695	24.81

Total comprehensive income attributable to non-controlling interests	(14,670)	(10,782)	(3,888)	(36.06)

(2) 2020 Implementation of the budgets:

The Company’s undisclosed financial forecasting of the year 2020 was not applicable to the undisclosed implementation of the budgets.

(3) Profitability analysis and research and development status:

Individual financial statements

	cial statements

Item Net cash flow from operating activities (NTD 1,000) Equities/assets (%) Liabilities/assets (%) Long term capital to property, plant and equipment ratio (%) Current ratio (%)	2020 Year	2019 Year
	(208,009)	(41,056)
	57.38	30.34
	42.62	69.66
	196.60	121.11
	83.88	93.45


Quick ratio (%)	32.23	29.51
Return on assets (%)	(3.32)	(5.70)
Return on equity (%)	(9.25)	(21.12)
Net profit ratio (%)	(8.41)	(9.83)
Earnings per share (NTD)	(0.89)	(1.21)
Number of shares in end of the year (1,000 shares)	530,652	530,652

Consolidated financial statements


Item	2020 Year	2019 Year
Net cash flow from operating activities (NTD 1,000)	(332,199)	(224,007)
Equities/assets (%)	57.38	27.03
Liabilities/assets (%)	42.62	72.97
Long term capital to property, plant and equipment ratio (%)	196.60	108.30
Current ratio (%)	83.88	107.75
Quick ratio (%)	32.23	39.04
Return on assets (%)	(2.08)	(2.49)
Return on equity (%)	(9.54)	(21.48)
Net profit ratio (%)	(8.67)	(9.96)
Earnings per share (NTD)	(0.89)	(1.21)
Number of shares in end of the year (1,000 shares)	530,652	530,652

(4) Research and development status

The Company was convinced that research and development is the vital lifeline of the industry, the Company’s research and development plan upholds the development of the business concept as follows:


Innovation	Introduced new technologies, researched new production process, developed new products, innovated operation and management, cooperatively promoted overall industry upgrade.
Growth	Constantly invested, increased enterprise vitality, improved the items and the quality of products and services to make the Company, employees and customers synchronously grow.
Responsibility	Strived to operate, protect investor’s equities. Did well environmental protection, and conserved social resources. Conscientiously took responsibilities, and gave back the society.
Sustainability	Cultivated excellent talents for cooperative management, rooted in Taiwan, expanded international perspectives, and constantly the development of sustainability.

The Company has continuously proceeded research and development new products to enhance innovative thinking, connected new thinking to expand new models, sought to improve the quality of products and operations for enhancing the management and improving services, and created more values for the Company and customers.

2. 2021Business Plan

(1) Constantly decreased the costs of carbon steel materials to expand the material resources of billet steel

The Company has constantly expanded other usable material resources of billet steel to decrease the costs of the raw materials and shorten the time course of delivery, and increased the order quantity of downstream customers to remain steady the full capacity of product lines. As COVID-19 vaccine gradually popularized, the supply and demand of global industries progressively restored order, various countries promoted infrastructure and public transportation, etc. to boost economics. American new president Biden has actively promoted the stimulus program of US$1.9 trillion, the follow-up measures of the epidemic prevention restrictions will be deregulated, and anticipated to boost business recovery. These processes will be contributive for the development of steel industry, and consequently the market atmosphere

of the first quarter of the year 2021 was anticipated to get better. As the epidemic retained stable and the economy recovered, the overall demand stabilized. Under the anticipation of rebound and strengthening of the demand of the second quarter, price increase energy still existed, and hopefully increased by quarters, anticipated to develop toward to a fast growth.

(2) Actively expanded channels of stainless steel wire rods, enlarged the market share

The domestic consumption of stainless steel wire rods of the year 2020 was 202 thousand tons, the percentage of the Company’s domestic sales slightly shrunk to 23.09%, compared with the year 2019 of 23.59%; the percentage of the export shipment shrunk to 8.90%, compared with the year 2019 of 10.87%. In stainless steel market of the year 2021, the steel industry of the present stage still encountered high tariff barriers of American Section 232 and the defensive measures of European total number restrictions, in addition, the coronavirus disrupted world economic order, caused the fierce competition, and the overall market demand weakened. Recently drove by the profitable news of COVID-19 vaccine trial, the commodity price of petroleum and basic metal, etc. has strongly rebounded from October of the last year. As the epidemic was stable and the economy recovered, the demand increased and became stronger, the stainless steel market prospect was optimistically expected. Except constantly developed European and American markets of high-end stainless steel wire rods, and besides, the Company transferred the objects of sales and services to South East Asia, controlled customers’ demand pulsation, provided overall services of excellent quality, reasonable prices and prompt delivery time, cooperated with customers to expand the market, and actively expanded sales of the Company’s stainless steel wire rods.

(3) Constantly strengthened research and development and sales

In view of the succeeding case of project research and development of high-end stainless steel type completed in 2015, it opened the integrated resources and co-development energy between the Company and downstream customers, the Company anticipated to duplicate this success experience, expanded other markets and customers through the Company’s steel composition, adjustment of production process, cooperated with customers’ paces, co-developed markets, and strived for the order opportunity. In addition, the Company cooperated with upstream raw material suppliers in the development of similar new steel types, except added the steel type combinations of 304J3A and 304M5, and developed a new dimension 5.0 mm and new steel types of 2205/303CU/430L, the Company added free-cutting wire rods AISI 303 in 2019, and completed to develop new steel type 410 in 2020, original expected development of new steel type YCS550 was postponed as the epidemic. The Company continued to develop new steel type for providing customers various options, and stabilizing the market.

(4) Energy conservation, proceeded the project of decreasing costs
Energy is the major cost of steel industry’s consumption, the Company has actively cooperated to invest in research and the innovation of manpower, in the aspects from the improvement of production process to product development, made efforts to achieve the goal of energy saving and carbon reduction, decrease resource consumption and production costs, and increase the

competitiveness at the same time. Many items of energy saving, the improvement of production process and measures has been constantly practiced from 2017, the Company will cooperate with the government’s energy policy, strive for the development of energy saving process, decrease of energy consumption and carbon emission, create the enterprise value, and increase industrial competitiveness.

(5) 2021 expected sales volume

In 2021, the Company has planned for selling stainless steel and non- stainless steel wire rods, the total sales will be 170 thousand tons, the total sales of OEM of carbon steel wire rods will be 110 thousand tons. In terms of the overall in 2021, stainless steel will be used a lot in the scopes of architecture, transport, kitchen, home appliances and industrial machinery in the future, especially long-life, energy saving, environmental protection and informatization materials are emphasized recently, and consequently the Company expected that stainless steel products will be developed toward the trends as follow: (1) In the aspect of environmental protection, used the stainless steel with heat resistant and high-temperature corrosive resistant functions. This stainless steel will be further practical in the scope of electric vehicles, automotive battery will adopt more stainless steel. In the usage of water resources, observed from the point of view of water quality protection, water pipes and the devices of water treatment will adopt excellent corrosion resistant stainless steel pipes. (2) In the aspect of long-life, various countries in Europe and America will further adopt stainless steel and stainless steel bars in the infrastructure, such as bridge, highway and rail, etc. in accordance with the evaluation methods of LCC (ratio of life and price). The past design life was 20-30 years, and now it increases to 100 years, and therefore more stainless steel products will be adopted. (3) In the aspect of informatization, there’s a demand of materials with high precision and high performance, like the equipment manufacturing semiconductor and various integrated circuit boards. As stainless steel has the character of cleaning and durability, henceforth the estimation of the demand quantity will be further enlarged.

In the part of stainless steel wire rods, to confront the demand in the future, and increase competitive capacity, except the Company actively seeks for raw material suppliers, decreases production costs, and constantly provides the competitive prices to customers, the Company should strive to develop and produce high-end products, continuously promote the high-end equipment, enhance the production technology to create the Company’s maximum benefits.

The Company’s future development strategies, external competitive environment, regulatory environment and the influence of overall business environment
(1) The Company’s future development strategies

The Company excepted to retain current American and Mainland markets, will actively expand European and South East Asian markets. In addition, the Company will transform into high-niche stainless steel products, provide for customers with high-end demand, and strive to decrease costs for stabilizing the general market, and serving the current customers. The Company constantly develops new stainless steel type with high machinability to expand the markets, and remove the

threat of low-price competition. We continuously export products with high added value to the markets, and integrate with upstream steel mills, constantly expand overseas billet steel resources to optimize the raw material supply, and provide customized products and services, expand the operation of different customer groups, seek for the Company’s best cost combinations and comprehensive operational performance. The Company’s products have been marketed for many years, the quality and services are deeply affirmed by customers, and the Company continuously drives Japanese lean management (TPM) to increase production performance continually, further strengthens the market competitiveness. YIEH HSING ENTERPRISE CO., LTD. promoted 5S activities during 2011-2013, introduced TPM activities, and challenged TPM excellent award. Promoting 5S and TPM activities has brought the great improvement effects for the Company. The yield and the gross margin significantly increased, and the malfunction and disasters substantially decreased. YIEH HSING ENTERPRISE CO., LTD. gained the affirmation on January 28, 2020, and received the excellence award. The Company implements the second phase of TPM now, centers on the personnel, gradually becomes the enterprise paying equal attention to manufacturing industry and service industry in the future, and aims to improve the quality, enhance the management, innovate products and sustainable operation.

(2) The influence of overall business environment

From the fourth quarter of the year 2020, in the aspect of the worldwide international trade, due to the spread of the epidemic of COVID-19 in Europe and America, many containers are congested at the port, it caused the situations of lacking containers and shipping spaces, and the soaring of international shipping fee, the delay of the ships’ setting sail and arrival frequently appears, it is unfavorable to the international trade, the Company utilizes the methods of estimating the shipping fee with experiences, and contacting many shipping agents, etc. to decrease the risk of business loss. The world tariff barriers, like American Section 232 and Safeguard measures of European Union, are still implemented constantly, as Taiwan lesser signed FTA with various countries, the foreign trade competitiveness gradually decreased, except confronted that international low-priced imported products influenced the domestic market, the export market often encounters the price cutting competition made by local steel mills for stabilizing the market share, the firms need the assistance of the government to obtain the tariff preference, and breath through the restriction of import shares. Encountered a severe ordeal of the international situation, external environment changed, how to decrease relevant costs of the supply chain, and the product difference, increased product’s added value, stabilized the sales channel, and retained the customer relationship, these are the key of sustaining the competitive advantages. The Company will adopt the segmentation countermeasure, use the stainless steel wire rods with the excellent quality and the prompt delivery to compete in the international market, its quality, delivery, price and service all obtain the stable support of domestic and foreign customers. To enhance the competitiveness in the Asian-pacific region, the Company will strengthen research and development and improvement of premium products, serve customers

with the optimized quality, and expand the markets.

(3) The influence of regulatory and overall business environment
i. Seeing that the iron industry is classified under resource-intensive industries, and influenced by the rise of global environmental awareness, how to effectively decrease the impact of the environment when the industry develops, it seems to become the consideration factor of sustainable operation and development policies of YIEH HSING ENTERPRISE CO., LTD. When the environment and regulations change, enterprise operation is intensively impacted by energy consumption, gas emission and water consumption, the Company realizes that, and consequently, drives the motivation of energy saving and the replacement of the low-carbon fuel in the industry, uses low carbon emission fuel, like natural gas, to substitute for high carbon emission fuel, after strived for production stabilization for many years, we immediately undertake to implement various contingency works. Included various items, such as energy saving and carbon reduction, the increase of energy efficiency, water recycling, overtime control and management and reasonable scheduling, etc., and established energy saving system, continued to actively reduce power or energy consumption, decrease the pollution sources of air and noise, efficiently increase water recycling, implement water saving, and take the responsibility of resource conservation.
ii. After Taiwan joined WTO, the import tariff of steel products decreased to 0%, became one of global most free and open markets, caused that China, Japan, Korea, Indonesia, Malaysia and other countries constantly dump excess steel to Taiwan with the unfair ultra-low price. Especially, the steel of Mainland enjoys high export tax rebate subsidies, massively dumps to various countries, it already caused that various countries around the world adopted the protection measures of anti-dumping, anti-subsidy and import defense on and another to obstruct the steel import of Mainland, force the steel of Mainland to turn dumping massively to Taiwan with the low price. After negotiated the product trade of ECFA, China still protects domestic steel industry to continually have the import tariff of 3%-10%, so under the difference of import tariff on both sides, it forms the unfair trade competitive environment.
- Except the difference of import tariff on both sides, there are still other differences of regulations on both sides, such as temporary implementation of the export tariff, import approval verification and restricts, ban on import and other conditions. Therefore, we still strong appeal the government to face the current status of steel industry’s excess of Mainland, if China cannot effectively control the harm of the environment caused by production excess of steel industry, the harm of smog will definitely cause a severe public nuisance of Taiwan in few years, so in the negotiation process of ECFA, it must consult that currently various countries of South East Asia already strengthened the measures of controlling the steel product import of Mainland, and Taiwan must not become the unfortified island of the steel product import of Mainland.
iii. The Association of Southeast Asian Nations, Japan, Korea, Australia and New Zealand sighed

RCEP on November 15, 2020, whether Taiwan’s regional economic competitiveness was marginalized or not. Taiwan continually encounters the international competitions, needs to strive for more cooperation, like strengthen the deepening cooperation with America, and makes efforts to seek for joining CPTPP. After signed RCEP, the great influence will be two new establishing FTA relationships of China and Japan, Japan and Korea, as it will increase the competitive stress of Taiwan’s products in China, Japan and Korea. The Company will actively program response plans, and properly plans for diversified layouts and expanding sales.

Chairman: Wu, Lin-Maw Managerial Officer: Chen Sen-Long Accounting supervisor: Wang ,T.H.

==> picture [101 x 30] intentionally omitted <==

國富浩華聯合會計師事務所 Crowe (TW) CPAs 80250 高雄市苓雅區四維三路 6 號 27 樓之 1 27F-1., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City 80250, Taiwan Tel +886 7 3312133 Fax +886 7 3331710 www.crowe.tw

Independent Auditors’ Report

To the Board of Directors and Shareholders Yieh Hsing Enterprise Co., Ltd.

Opinion

We have audited the consolidated financial statements of Yieh Hsing Enterprise Co., Ltd. and its subsidiaries (the “Group"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, 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, 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 the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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, we do not provide a separate opinion on these matters.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2020 are stated as follows:

Revenue recognition

Please refer to Note 4.19 to the consolidated financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for major accounting estimates and assumptions of revenue recognition; and Note 6.22 for the details of revenue recognition.

Description of key audit matter

Cause the Group engages mainly in the manufacturing and selling of wire rods and steel processed, operating revenue is one of the major item in the financial report and becomes to the concerns for users of financial statements. Therefore, we determined the revenue recognition as a key audit matter.

How the matter was addressed in our audit

Our key audit procedures included analyzing the industry trends, income types, product lines, and customers’ two-year operating income status to confirm whether there are abnormal circumstances or centralized transactions and identify possible risks; understanding and testing the internal control procedure to assess the effectiveness of the relevant internal control for revenue recognition; conducting a sample test on the sales transactions of the top ten new customers to confirm the authenticity of the sales transaction and executing sales cutoff test.

Valuation of inventory

Please refer to Note 4.8 to the consolidated financial statements for the accounting policy on inventories; Note 5.2.(4) for major accounting estimates and assumptions of inventories; and Note 6.5 for inventory valuation.

Description of key audit matter

The Group inventory amounted to $1,351,327 thousand (net of $1,356,465 thousand of total inventory less $5,138 thousand of allowance for inventory valuation loss) as of December 31, 2020, which accounted for 10.44% of total assets. The inventory valuation is measured at the lower of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgements and estimates and since inventory valuation is dependent on the influence of frequently volatile fluctuations of international metal price, we have thus included this item in the key audit matters.

How the matter was addressed in our audit:

Our key audit procedures included obtaining management’s assessment data which determines the lower of inventory cost and net realizable value; sampling estimated selling prices to the most recent sales records; and assessing the appropriateness of management's basis for estimating the net realizable value.

Other Matters

We have also audited the standalone financial statements of Yieh Hsing Enterprise Co., Ltd. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

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 the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of the 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’s 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 financia1 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 appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethica1 requirements regarding independence, and to communicate with them all re1ationships 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 Jen Yao Hsieh and Shu Man Tsai.

Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 24, 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 applied in the Republic of China.

For the convenience of readers, the independent 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.

YIEH HSING ENTERPRISE CO., LTD. CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Assets	Note	December 31,	2020	December 31,	2019
		Amount	%	Amount	%
CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Accounts receivable, net Other receivables Other receivables - related parties Current tax assets Inventories Prepayments Other financial assets - current Total Current Assets NONCURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent Financial assets at fair value through other comprehensive income or loss - noncurrent Investments accounted for using equity method Property, plant and equipment Investment properties Intangible assets Deferred tax assets Refundable deposits Net defined benefit assets - noncurrent Other financial assets – noncurrent Total Noncurrent Assets TOTAL ASSETS Liabilities and Equity	6(1) 6(2) 6(3) 6(4) 7 6(5) 6(6) 8 6(2) 6(7) 6(8) 6(9) 6(10) 6(27) 6(16) 8 6(11) 6(12) 6(13) 7 6(13) 6(14) 6(15)	$208,795 125,475 193,100 10,363 72,695 8 1,351,327 162,096 333,902	2 1 1 - 1 - 10 1 3	$458,375 84,451 71,151 18,732 144 50 1,568,026 523,109 555,308	2 - - - - - 7 3 2
		2,457,761	19	3,279,346	14
		- 4,494 5,095,539 5,091,130 134,224 - 144,839 453 10,777 -	- - 40 39 1 - 1 - - -	47,574 5,481 965,285 18,946,254 61,196 12,976 147,149 21,838 - 74,539	- - 4 81 - - 1 - - -
		10,481,456	81	20,282,292	86
		$12,939,217	100	$23,561,638	100
		$2,226,188 219,854 64,123 58,751 1,462 - 117,590 - 12,375 72 229,554	18 2 - - - - 1 - - - 2	$1,976,537 218,747 30,718 84,502 1,513 21,500 637,153 2,493 12,958 72 57,356	9 1 - - - - 3 - - - -
CURRENT LIABILITIES Short-term loans Short-term notes and bills payable Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Current tax liabilities Provisions - current Advance receipts Current portion of long-term loans Total Current Liabilities
		2,929,969	23	3,043,549	13

Liabilities and Equity	Note	December 31,	2020	December 31, 2019	December 31, 2019
		Amount	%	Amount	%
NONCURRENT LIABILITIES Long-term loans Deferred tax liabilities Net defined benefit liability - noncurrent Deposits received Total Noncurrent Liabilities TOTAL LIABILITIES EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Share Common stock Capital surplus Retained earnings Accumulated deficits Other equity Total equity attributable to owners of the parent NON-CONTROLLING INTERESTS Total Equity TOTAL LIABILITIES AND EQUITY	6(15) 6(27) 6(16) 6(17) 6(18) 6(19) 6(20) 6(21)	$2,582,483 2,204 - -	20 - - -	$14,141,823 - 4,124 3,011	60 - - -
		2,584,687	20	14,148,958	60
		5,514,656	43	17,192,507	73
		5,306,516 5,286,080 (3,164,448) (3,587)	40 41 (24) -	5,306,516 132,599 (2,697,943) (1,350)	22 1 (11) -
		7,424,561	57	2,739,822	12
		-	-	3,629,309	15
		7,424,561	57	6,369,131	27
		$12,939,217	100	$23,561,638	100

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

YIEH HSING ENTERPRISE CO., LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Note	Year Ended December 31	Year Ended December 31	Year Ended December 31
	2020		2019
	Amount	%	Amount	%
6(22) 6(5) 6(24) 6(25) 6(26) 6(27) 6(28) 6(31)	$5,589,791 (5,753,100)	100 (103)	$6,552,804 (6,787,922)	100 (104)
	(163,309) (81,847) (108,457)	(3) (1) (2)	(235,118) (94,595) (147,967)	(4) (1) (3)
	(190,304)	(3)	(242,562)	(4)
	(353,613)	(6)	(477,680)	(8)
	242 42,456 7,463 (132,265) (45,428)	- 1 - (3) (1)	700 1,952 (1,863) (133,025) (25,846)	- - - (2) -
	(127,532)	(3)	(158,082)	(2)
	(481,145) (3,615)	(9) -	(635,762) (17,207)	(10) -
	(484,760)	(9)	(652,969)	(10)
	4,494 (987) 3,817 (899) (5,077)	- - - - -	27,611 473 (1,350) (5,523) (2,461)	- - - - -
	1,348	-	18,750	-
	($483,412)	(9)	($634,219)	(10)
	($470,090) (14,670)			(10) -
		(9) -	($642,187) (10,782)
	($484,760)	(9)	($652,969)	(10)
	($468,742) (14,670)			(10) -
		(9) -	($623,437) (10,782)
	($483,412)	(9)	($634,219)	(10)
	($0.89)		($1.21)

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

YIEH HSING ENTERPRISE CO., LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

Item				Sharehold	ers of Theparent				Non-controlling Interest	Total Equity
	Common Stock	Capital Surplus	Retaine	d Earnings		Other EquityItem		Shareholders of The Parent
			Legal Reserve	Unappropriated Earnings (Accumulated Deficits)	Exchange Differences on Translating Foreign Operations	Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income	Gain (loss) on Hedging instruments
BALANCE AT JANUARY 1, 2019 Net income for 2019 Other comprehensive income (loss) for 2019, net of income tax Total comprehensive income (loss) for 2019 Changes in associates and joint ventures using the equity method Changes in ownership interests in subsidiaries Adjustment of non-controlling interests BALANCE AT DECEMBER 31, 2019 Net loss for 2020 Other comprehensive income (loss) for 2020, net of income tax Total comprehensive income (loss) for 2020 Changes in associates and joint ventures using the equity method Issuance of common stock for cash Disposal of investments/subsidiaries for using the equity method Changes in ownership interests in subsidiaries Adjustment of non-controlling interests BALANCE AT DECEMBER 31, 2020	$5,306,516 - -	$110,252 - -	$ - - -	($2,077,842) (642,187) 22,107	$296 - (2,461)	$1,707 - (896)	$4 - -	$3,340,933 (642,187) 18,750	$2,570,941 (10,782) -	$5,911,874 (652,969) 18,750
	-	-	-	(620,080)	(2,461)	(896)	-	(623,437)	(10,782)	(634,219)
	- - -	- 22,347 -	- - -	(21) - -	- - -	- - -	- - -	(21) 22,347 -	- (22,347) 1,091,497	(21) - 1,091,497
	5,306,516 - -	132,599 - -	- - -	(2,697,943) (470,090) 3,585	(2,165) - (5,077)	811 - 2,840	4 - -	2,739,822 (470,090) 1,348	3,629,309 (14,670) -	6,369,131 (484,760) 1,348
	-	-	-	(466,505)	(5,077)	2,840	-	(468,742)	(14,670)	(483,412)
	- - - - -	15,621 - 5,129,745 8,115 -	- - - - -	- - - - -	- - - - -	- - - - -	- - - - -	15,621 - 5,129,745 8,115 -	- 947,903 - (8,115) (4,554,427)	15,621 947,903 5,129,745 - (4,554,427)
	$5,306,516	$5,286,080	$ -	($3,164,448)	($7,242)	$3,651	$4	$7,424,561	$-	$7,424,561

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

YIEH HSING ENTERPRISE CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Item	Year Ended December 31	Year Ended December 31
	2020	2019
1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit and loss: Depreciation Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss of associates and joint ventures Loss on disposal and retirement of property, plant and equipment Gain on disposal of investments Total adjustments to reconcile profit and loss Changes in operating assets and liabilities Net changes in operating assets: Decrease (increase) in financial assets at fair value through profit or loss Decrease (increase) in notes receivable Decrease (increase) in accounts receivables Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other operating assets Total net changes in operating assets Net changes in operating liabilities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in advance receipts Increase (decrease) in net defined benefit liability	($481,145) 304,863 (1,810) 132,265 (242) (375) 45,428 198 (1,629)	($635,762) 330,528 1,268 133,025 (700) (645) 25,846 614 (1,075)
	478,698	488,861
	13,031 - (121,949) (97,356) 216,468 (251,034) (10,407)	(3,267) 6 173,482 22,107 226,335 (184,394) -
	(251,247)	234,269
	34,496 (25,751) (21,551) 66,453 416 - -	1,467 (20,566) (85,812) (25,280) (8,417) 3 (43,697)

Year Ended December 31

Item	2020	2019
Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities 2.CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of subsidiaries Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Decrease (increase) in other financial assets Net cash generated from (used in) investing activities 3.CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Increase in long-term loans Repayment of long-term loans Increase (decrease) in guarantee deposits received Increase (decrease) in non-controlling interests Net cash used in financing activities 4.NET INCREASE (DECREASE) IN CASH AND CASH 5.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6.CASH AND CASH EQUIVALENTS, END OF YEAR	$54,063	($182,302)
	(197,184)	51,967
	281,514	540,828
	(199,631) 242 375 (133,201) 16	(94,934) 700 645 (130,414) (4)
	(332,199)	(224,007)
	- (27,520) (192,781) 140 (2,299,439) - - 15,376 (5,614) (237,497)	95,070 (47,535) - 679 (3,330,660) 20 (21,385) - (4,768) (102,105)
	(2,747,335)	(3,410,684)
	249,651 - 1,689,000 (57,500) 900 947,903	- (612,971) 5,474,000 (2,178,000) 2,811 1,091,497
	2,829,954	3,777,337
	(249,580) 458,375	142,646 315,729
	$208,795	$458,375

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

==> picture [101 x 30] intentionally omitted <==

Independent Auditors’ Report

To the Board of Directors and Shareholders Yieh Hsing Enterprise Co., Ltd.

Opinion

We have audited the accompanying standalone balance sheets of Yieh Hsing Enterprise Co., Ltd. (the “Company") as of December 31, 2020 and 2019, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2020 and 2019, and its standalone financial performance and its standalone 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 standalone Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the standalone financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company's standalone financial statements for the year ended December 31, 2020 are stated as follows:

Revenue recognition

Please refer to Note 4.17 to the standalone financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for major accounting estimates and assumptions of revenue recognition; and Note 6.19 for the details of revenue recognition.

Description of key audit matter

Cause the company engages mainly in the manufacturing and selling of wire rods and steel processed, operating revenue is one of the major item in the financial report and becomes to the concerns for users of financial statements. Therefore, we determined the revenue recognition as a key audit matter.

How the matter was addressed in our audit

Valuation of inventory

Please refer to Note 4.7 to the standalone financial statements for the accounting policy on inventories; Note 5.2.(4) for major accounting estimates and assumptions of inventories; and Note 6.4 for inventory valuation.

Description of key audit matter

The Company's inventory amounted to $1,351,327 thousand (net of $1,356,465 thousand of total inventory less $5,138 thousand of allowance for inventory valuation loss) as of December 31, 2020, which accounted for 10.44% of total assets. The inventory valuation is measured at the lower of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgements and estimates and since inventory valuation is dependent on the influence of frequently volatile fluctuations of international metal price, we have thus included this item in the key audit matters.

How the matter was addressed in our audit:

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

Management is responsible for the preparation and fair presentation of the standalone 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 the standalone financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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’s 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 Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone financial statements.

Identify and assess the risks of material misstatement of the standalone 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 standalone 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 standalone financia1 statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the company 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 standalone 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 Jen Yao Hsieh and Shu Man Tsai.

Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 24, 2021

Notice to Readers

For the convenience of readers, the independent auditors’ report and the accompanying standalone 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 standalone financial statements shall prevail.

YIEH HSING ENTERPRISE CO., LTD. STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Assets	Note	December 31,	2020	December 31,	2019
		Amount	%	Amount	%
CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Accounts receivable, net Other receivables Other receivables - related parties Current tax assets Inventories Prepayments Other financial assets - current Total Current Assets NONCURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent Financial assets at fair value through other comprehensive income or loss - noncurrent Investments accounted for using equity method Property, plant and equipment Investment properties Deferred tax assets Refundable deposits Net defined benefit assets - noncurrent Total Noncurrent Assets TOTAL ASSETS Liabilities and Equity	6(1) 6(2) 6(3) 7 6(4) 8 6(2) 6(5) 6(6) 6(7) 6(8) 6(24) 6(14) 6(9) 6(10) 6(19) 7 6(11) 6(12) 6(13)	$208,795 125,475 193,100 10,363 72,695 8 1,351,327 162,096 333,902	2 1 1 - 1 - 10 1 3	$246,453 81,465 71,151 14,196 - 15 1,568,026 41,688 329,840	3 1 1 - - - 17 - 4
		2,457,761	19	2,352,834	26
		- 4,494 5,095,539 5,091,130 134,224 144,839 453 10,777	- - 40 39 1 1 - -	47,574 5,481 965,285 5,378,094 134,224 147,149 453 -	1 - 11 59 1 2 - -
		10,481,456	81	6,678,260	74
		$12,939,217	100	$9,031,094	100
		$2,226,188 219,854 64,123 58,751 1,462 - 117,590 12,375 72 229,554	18 2 - - - - 1 - - 2	$1,976,537 218,747 29,627 84,336 1,513 20,524 116,612 12,064 450 57,356	23 2 - 1 - - 1 - - 1
CURRENT LIABILITIES Short-term loans Short-term notes and bills payable Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Provisions - current Advance receipts Current portion of long-term loans Total Noncurrent Liabilities
		2,929,969	23	2,517,766	28

Liabilities and Equity	Note	December 31,	2020	December 31, 2019	December 31, 2019
		Amount	%	Amount	%
NONCURRENT LIABILITIES Long-term loans Deferred tax liabilities Net defined benefit liability - noncurrent Other noncurrent liability - others Total Noncurrent Liabilities TOTAL LIABILITIES EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Share Common stock Capital surplus Retained earnings Accumulated deficits Other equity Total Equity TOTAL LIABILITIES AND EQUITY	6(13) 6(24) 6(14) 6(6) 6(15) 6(16) 6(17) 6(18)	$2,582,483 2,204 - -	20 - - -	$2,810,456 - 4,124 958,926	31 - - 11
		2,584,687	20	3,773,506	42
		5,514,656	43	6,291,272	70
		5,306,516 5,286,080 (3,164,448) (3,587)	40 41 (24) -	5,306,516 132,599 (2,697,943) (1,350)	59 1 (30) -
		7,424,561	57	2,739,822	30
		$12,939,217	100	$9,031,094	100

The accompanying notes are an integral part of the financial statements.

YIEH HSING ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Note	Year Ended December 31	Year Ended December 31	Year Ended December 31
	2020		2019
	Amount	%	Amount	%
6(19) 6(4) 6(21) 6(22) 6(23) 6(24) 6(25) 6(26)	$5,589,791 (5,753,100)	100 (102)	$6,535,275 (6,787,922)	100 (104)
	(163,309) (80,633) (77,896)	(2) (2) (1)	(252,647) (93,007) (103,637)	(4) (1) (2)
	(158,529)	(3)	(196,644)	(3)
	(321,838)	(5)	(449,291)	(7)
	207 42,687 7,462 (132,092) (62,901)	- 1 - (3) (1)	423 2,724 (1,757) (132,325) (47,247)	- - (2) (1)
	(144,637)	(3)	(178,182)	(3)
	(466,475) (3,615)	(8) -	(627,473) (14,714)	(10) -
	(470,090)	(8)	(642,187)	(10)
	4,494 (987) 3,817 (899) (5,077)	- - - - -	27,611 473 (1,350) (5,523) (2,461)	- - - - -
	1,348	-	18,750	-
	($468,742)	(8)	($623,437)	(10)
	($0.89)		($1.21)

The accompanying notes are an integral part of the financial statements.

YIEH HSING ENTERPRISE CO., LTD. STANDALONE STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

Item	Common Stock	Capital Surplus	Retained Earnings	Retained Earnings		Other EquityItem		Total Equity
			Legal Reserve	Unappropriated Earnings (Accumulated Deficits)	Exchange Differences on Translating Foreign Operations	Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income	Gain (loss) on Hedginginstruments
BALANCE AT JANUARY 1, 2019 Net loss for 2019 Other comprehensive income (loss) for 2019, net of income tax Total comprehensive income (loss) for 2019 Changes in associates and joint ventures using the equity method Changes in ownership interests in subsidiaries BALANCE AT DECEMBER 31, 2019 Net loss for 2020 Other comprehensive income (loss) for 2020, net of income tax Total comprehensive income (loss) for 2020 Changes in associates and joint ventures using the equity method Disposal of investments/subsidiaries for using the equity method Changes in ownership interests in subsidiaries BALANCE AT DECEMBER 31, 2020	$5,306,516 - -	$110,252 - -	$ - - -	($2,077,842) (642,187) 22,107	$296 - (2,461)	$1,707 - (896)	$4 - -	$3,340,933 (642,187) 18,750
	-	-	-	(620,080)	(2,461)	(896)	-	(623,437)
	- -	- 22,347	- -	(21) -	- -	- -	- -	(21) 22,347
	5,306,516 - -	132,599 - -	- - -	(2,697,943) (470,090) 3,585	(2,165) - (5,077)	811 - 2,840	4 - -	2,739,822 (470,090) 1,348
	-	-	-	(466,505)	(5,077)	2,840	-	(468,742)
	- - -	15,621 5,129,745 8,115	- - -	- - -	- - -	- - -	- - -	15,621 5,129,745 8,115
	$5,306,516	$5,286,080	$-	($3,164,448)	($7,242)	$3,651	$4	$7,424,561

The accompanying notes are an integral part of the financial statements.

YIEH HSING ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Item	Year Ended December 31	Year Ended December 31
	2020	2019
1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit and loss: Depreciation Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss of associates, subsidiaries and joint ventures Loss on disposal and retirement of property, plant and equipment Gain on disposal of investments Total adjustments to reconcile profit and loss Changes in operating assets and liabilities Net changes in operating assets: Decrease (increase) in financial assets at fair value through profit or loss Decrease (increase) in notes receivable Decrease (increase) in accounts receivables Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other operating assets Total net changes in operating assets Net changes in operating liabilities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in advance receipts Increase (decrease) in net defined benefit liability	($466,475) 304,644 (1,796) 132,092 (207) (375) 62,901 198 (1,633)	($627,473) 330,156 1,254 132,325 (423) (645) 47,247 615 (686)
	495,824	509,843
	10,035 - (121,949) (71,904) 216,699 (120,420) (10,407)	(656) 6 173,482 21,828 226,335 (19,731) -
	(97,946)	401,264
	34,496 (25,585) (20,575) 1,825 311 (378) -	5,696 (20,535) (85,297) (40,714) (6,507) 4 (43,697)

Item	Year Ended December 31	Year Ended December 31
	2020	2019
Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities 2.CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Increase in other financial assets Decrease in other financial assets Net cash generated from (used in) investing activities 3.CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Increase in long-term loans Repayment of long-term loans Net cash generated from (used in) financing activities 4.NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6.CASH AND CASH EQUIVALENTS, END OF YEAR	($9,906)	($191,050)
	(107,852)	210,214
	387,972	720,057
	(78,503) 207 375 (130,095) 7	92,584 423 645 (134,718) 10
	(208,009)	(41,056)
	- - 140 (17,878) (4,062) -	95,070 (47,535) 679 (50,441) - 18,658
	(21,800)	16,431
	249,651 - - (57,500)	- (612,971) 2,875,000 (2,178,000)
	192,151	84,029
	(37,658) 246,453	59,404 187,049
	$208,795	$246,453

The accompanying notes are an integral part of the financial statements.

2. 2020 Audit Committee’s Auditor’s Annual Financial Statements

Report of the Auditing Committee

Yieh Hsing Enterprise Co., Ltd.

The board of directors has prepared the 2020 operating report, consolidated financial statement, which includes the individual entity report, and the deficit offset, among which has been audited and signed off by Crowe Horwath (TW)CPAs. The operating report, consolidated financial statement and the the deficit offset have been audited by the auditing committee and no abnormality found. Thus, the report has been released according to Article 14-4 and Article 219 of the Company Act. Herein kindly ask for approval.

The 2021 the Stockholder’s Meeting of Yieh Hsing .

Chairman of the Auditing Committee: Yang Der-Yuan

March 24, 2021

3. 2020 Endorsements/Guarantees Report

Unit: NT$1,000

				Unit: NT$1,000

Company’s name of endorsements/ guarantees	Endorsed/gua ranteed object’s name	The highest balance of endorsements/ guarantees of 2020	The balance of end of term endorsements/ guarantees of 2020	Explanation
Kingsgarden International Co., Ltd. (Original subsidiary of Yieh Hsing Enterprise Co., Ltd.)	Great Emperor Hotel Co., Ltd. (Original subsidiary of Yieh Hsing Enterprise Co., Ltd.)	7,186,000	7,186,000	The amount in the left column was the amount of endorsements/guaran tees, as Yieh Hsing Enterprise Co., Ltd. lost the control of Kingsgarden International Co., Ltd. in the first quarter of the year 2020.
Great Emperor Hotel Co., Ltd. (Original subsidiary of Yieh Hsing Enterprise Co., Ltd.)	Kingsgarden International Co., Ltd. (Original subsidiary of Yieh Hsing Enterprise Co., Ltd.)	7,413,000	7,413,000	The amount in the left column was the amount of endorsements/guaran tees, as Yieh Hsing Enterprise Co., Ltd. lost the control of Great Emperor Hotel Co., Ltd. in the fourth quarter of the year 2020.

III. Acknowledged Matters

One

Proposal: 2020 annual final accounting books and statements, for your approval (proposed by board of directors).

Explanation:

(1) 2020 business report, individual financial statements and consolidated financial statements, please refer to the meeting agenda.
(2) Individual financial statements and consolidated financial statements were audited by accountants Hsieh, Jen-Yao and Tsai, Shu-Man of Crowe, Taiwan, and the audit report has been offered.
(3) The preceding financial statements and business report were audited by Audit Committee.
(4) For your approval.

Resolution:

TWO

Proposal: 2020 loss appropriation, for your approval (proposed by board of directors). Explanation:

(1) 2020 loss appropriation is as follows:

YIEH HSING ENTERPRISE CO., LTD.

2020 Loss Appropriation

YIEH HSING ENTERPRISE CO., LTD. 2020 Loss Appropriation
	Unit: NTD
Item	Amount
Beginning accumulated deficit Plus: Variable number of associates and joint ventures for using equity method Plus: Defined welfare plan Re-measurement on defined benefit included in retained earnings	(2,697,943,393) 475 3,584,654
Accumulated deficit after adjusted Plus: 2020 after-tax net loss	(2,694,358,264) (470,090,776)
Accumulated item: Plus: Capital reserve - unrealized profit or loss of intra group trade	3,164,449,040
Ending accumulated deficit	0

Chairman: Wu, Lin-Maw Managerial Officer: Chen Sen-Long Accounting supervisor: Wang,T.H.

(2) For your approval. Resolution:

IV. Matters for Discussion

One

Proposal: Amendment of “Rules for Procedures for Shareholders’ Meetings” (proposed by board of directors)

Explanation:

(1) According to Tai Cheng Chih Li no. 10900094681of June 3, 2020 and Tai Cheng Chih Li letter no. 11000014461 of Jan. 28, 2021, coordinated with the Company Act, Securities and Exchange Act and relevant sub-law to amend the contents, and revised Article 2, 8 and 13 of “Rules for Procedures for Shareholders’ Meetings”.
(2) The Comparison of amended articles of “Rules for Procedures for Shareholders’ Meetings”, please refer to the attachment 1; the full amended texts, please refer to appendix 2.
(3) For your discussion.

Resolution:

V. Extemporary Motions

VI. Adjournment

VII. Attachment

Attachment 1

YIEH HSING ENTERPRISE CO., LTD.

Comparison Table for the “Rules of Procedure for Shareholders Meetings”

Before and After Revision

	BEFORE THE REVISION		AFTER THE REVISION
	Article 2(Convening shareholder meeting and meeting notice) Items 1 to 3 omitted. The election or dismissal of directors, change in the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the company’s dissolution, merger, segmentation, or the matters stated in Article 185 Paragraph 1 of the Company Act, must be itemized and explain the main themes, not to be proposed via extempore motion.The main content has to be posted at the web site specified by the authority or the company, with the web address clearly shown on the notification. If convening the stockholders’ meeting has stated the re-election of directors with the date to take up the post, after the election is done then the date to take up the post cannot be changed with extempore motion or any other measures. Shareholders who have held more than 1% of the total outstanding shares may propose motions in writingto		Article2(Convening shareholder meeting and meeting notice) Items 1 to 3 omitted. The election or dismissal of directors, change in the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the company’s dissolution, merger, segmentation, or the matters stated in Article 185 Paragraph 1 of the Company Act,matters concerning Item 1 of Article 26 and Article 43 Item 6 of Securities and Exchange Act and Regulations Governing the Offering and Issuance of Securities by Securities Issuers Item 1 of Article 56 and Item 2 of Article 60,must be itemized and explain the main themes, not to be proposed via extempore motion. If convening the stockholders’ meeting has stated the re-election of directors with the date to take up the post, after the election is done then the date to take up the post cannot be changed with extempore motion or any other measures. Shareholders who have

the Company’s shareholders meeting. held more than 1% of the total outstanding However, they are limited to one motion shares may propose motions in writing to and the remaining proposed motions will the Company’s shareholders meeting. not be included for discussion. In addition, However, they are limited to one motion However, if the proposal by the and the remaining proposed motions will stockholders is to ask the company to not be included for discussion.The Board of enhance public interests or to comply with Directors may not have the motions social responsibility, the board has to list it proposed by shareholders that are subject to into the agenda. The Board of Directors Article 172.1 Paragraph 4 of the Company may not have the motions proposed by Law included for discussion. Stockholders shareholders that are subject to Article may propose matters that may encourage 172.1 Paragraph 4 of the Company Law the company to promote public benefits or included for discussion. social responsibility. Based on the The following is omitted. procedural regulation of Item 1 of Article 172 of the Company Act, the number of such proposals is limited to one. The rest of them will not be discussed. The following is omitted.

Article8 Items 1 omitted. Article 8 Items 1 omitted. The Chairman shall call the meeting to The Chairman shall call the meeting to order order at the meeting time; however, the at the meeting time, and at the same time Chairman may announce to have the announces related information on nonmeeting postponed if there is without the voting shares and the number of shares attendance of the shareholders representing present. However, the Chairman may a majority of the outstanding stock shares, announce to have the meeting postponed if which is limited to two postpones and for a there is without the attendance of the total time of less than one hour. If there shareholders representing a majority of the remains insufficient attendance of the outstanding stock shares, which is limited to shareholders representing one third of the two postpones and for a total time of less outstanding stock shares after two than one hour. If there remains insufficient postponements, the Chairman may have the attendance of the shareholders representing shareholders meeting reconvened. one third of the outstanding stock shares The following is omitted. after two postponements, the Chairman may have the shareholders meeting reconvened. The following is omitted.

Article 13 (Election matters) Article 13 (Election matters) The election of directors in the The election of directors in the shareholders shareholders meeting, if any, should be meeting, if any, should be handled in handled in accordance with the election accordance with the election regulations regulations defined by the Company; also, defined by the Company; also, the election the election result should be announced at result should be announced at the scene, the scene, including the list of the elected including the list of the elected directors directors and the respective elected voting and the respective elected voting rights, and rights. the listed of director losing the election and The following is omitted. the number of shared voted for them. The following is omitted.

VIII. Appendix

Appendix 1. Articles of Incorporation

YIEH HSING ENTERPRISE CO., LTD.

Articles of Incorporation

Amended and approved by shareholders’ meeting on June. 17, 2020

Chapter 1. General Provision

Article 1: The Company organized in accordance with the Company Act, and named YIEH HSING ENTERPRISE CO., LTD.
Article 2: The Company’s operating business is as follow:
(1) Surface treatment of stainless steel wire rods, carbon steel wire rods, free-cutting wire rods, alloy steel wire rods, rolling door materials, iron tubes, stainless steel tubes, mechanical components, steel belts, packing iron belts, canisters and alloy steel, manufacturing and processing, wholesale and retail, and domestic sales and export business.
(2) Processing and manufacturing, buying and selling, domestic sales and export business of various components of motorcycles and bicycles, and hardware components.
(3) Authorized constructor to construct public housing, renting and selling of commercial buildings.
(4) Iron plate processing, design, processing and sales of combined steel frames.
(5) Design, processing, manufacturing and sales of the mechanical body.
(6) Process, manufacturing and sales of galvanized iron sheets, painted iron plates and coldpressed steel plates.
(7) Process, manufacturing, domestic selling and export business of rolling steel, steelmaking, molding steel, steel wires, iron wires.
(8) Operations of ranches and livestock farms.
(9) Manufacturing, processing, buying and selling, import and export trade business of various pulps, paper and relevant products’ raw materials.
(10) Whole plant machinery and equipment of steel plants, power plants, petrochemical plants, incineration plants, and water treatment plants, contracting of design, manufacturing, installation and repair of pipeline, pipeline support, tower troughs, ventilation equipment, flues, dust collectors, fire extinguisher systems, pressure vessels, boilers, annealing furnaces, heating furnaces, conveyors and cranes.
(11) Except licensing business, non-prohibited or restricted business of the Business Act.
Article 2-1: Due to business needs, the Company shall externally guarantee to handle matters of guarantees in accordance with the Company’s operating procedures of endorsements/guarantees.
Article 3: The Company established the head office in Kaohsiung City, shall establish domestic and

overseas branches approved by the solution of board of directors when it’s necessary.

Article 4: The Company’s announcement methods shall be implemented in accordance with Article 28 of the Company Act.

Chapter 2. Shares

Article 5: (1) The Company’s total capital was set as NT$ 12 billion, separated into 1.2 billion shares, the price per share was NT$10, and issued by several times.
Article 5-1: (Deleted).
Article 6: (Deleted).
Article 7: The Company’s stocks were nominative, a director representing the Company shall sign or stamp on them, and the stocks can be issued after signed and approved in accordance with the regulations. The Company may be exempted from printing any share certificate for the shares issued in accordance with Article 161-2 of the Company Act or other relevant regulations, but shall register the issued bonds with a centralized securities depositary enterprise and follow the regulations of that enterprise, handled by way of book-entry transfer.
Article 8: The change and transfer fo a stock shall not be altered within 60 days prior to the convening date of a regular shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.

Chapter 3 Shareholders’ meeting

Article 9: Shareholders’ meeting shall be of two kinds: a regular shareholder’s meeting and a special shareholders’ meeting, the regular shareholder’s meeting shall be convened by board of directors within six months after close of each fiscal year. The regular shareholder’s meeting shall be convened in accordance with the regulations when it’s necessary.
Article 10: When a shareholder is unable to attend a shareholders’ meeting in person for any cause, he/she/it shall show a proxy issued by the Company stating therein the scope of power authorized to the proxy, signed or stamped to authorize the proxy to attend, except Article 177 of the Company Act, the shareholder’s authorized attending method shall be handled in accordance with Regulations Governing the Use of Proxies for Attendance at Shareholders Meetings of Public Companies provided by the central competent authority.
Article 11: Except Clause 3, Article 157 of the Company Act, the Company’s shareholders have one voting right per share, but companies have various matters of Item 2, Article 179 of the Company Act, and have no voting right.
Article 12: Resolutions at a shareholders' meeting shall, unless otherwise provided for in Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 12-1: If a shareholders meeting is convened by the board of directors, unless otherwise provided for the Company Act, the meeting shall be chaired by the chairman. When the chairman is unable to attend the meeting, shall be handled in accordance with Article

208 of the Company Act, if the chair 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 chair through agreement of a majority of the votes represented by the attending shareholders Chapter4. Board of directors and Audit Committee Article 13: The board of directors of the Company shall have at least seven directors, adopt the candidates’ nomination system. The term of their respective offices is three years, and he/she may be eligible for re-election. The number of the Company's shares held by a director shall be handled in accordance with Rules and Review Procedures for Director and Supervisor Share Ownership Ratio at Public Companies provided by the central competent authority. Article 13-1: In the preceding director’s quota of the Company, the number of the independent director shall not have less than three people, and less than one-fifth of director’s seats. An independent director’s the qualifications, shareholding, part-time restrictions, nomination and election methods and other governing rules shall be followed, and handled in accordance with the regulations provided by the central competent authority of securities. Article 14: Board of directors is organized by directors, the board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, the chairman shall externally represent the Company. The Company shall add a vice chairman to assist the chairman in accordance with the preceding election method. Some consultants shall be hired by the resolution of board of directors when it’s necessary. Article 14-1: Unless otherwise provided for in Company Act, a resolution required by a majority of all shareholders attending, decided by a majority of the attending shareholders, in case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting, but a director may accept the appointment to act as the proxy of one other director only. Article 14-2: In case a shareholders ’meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person. Article 14-3: A meeting of board of directors shall be convened at least one time each quarter, when the meeting is convened, the cause(s) or subject(s) of a convention to be convened shall be indicated, a notice shall be given to each shareholder no later than 7 days prior to the scheduled meeting date. In the case of emergency, a meeting of the board of directors may be convened at any time. The notice set forth in the preceding three Paragraph may be effected by means of writing, E-mail or fax to notice all directors. Article 14-4: The company may added an audit committee in accordance with Article 14-4 of Securities Exchange Act, the audit committee or audit committee’s members shall in charge of exercising the power and authority of a supervisor prescribed in the Company

Act, Securities Exchange Act and other regulations. The Company’s board of directors may establish other functional committees, their organizational regulations are approved by board of directors.

Article 15: The chairman is on leave or unable to exercise his power and authority for any cause, his/her proxy shall be handled in accordance with Article 208 of the Company Act. Article 16: Monthly receiving transportation allowance of all directors, the remuneration of independent directors, and salaries of the chairman and the vice chairman, shall be determined by the board of directors in accordance with the relevant standards of the same industry and listed companies, the chairman and the vice chairman may receive other giving in accordance with relevant regulations of the Company’s salary package, the Company may purchase the liability insurance for all directors.

Chapter 5. Managerial Officer

Article 17: The Company may establish a managerial officer, and his/her appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6. Accounting

Article 18: Upon close of each fiscal year, the board of directors shall prepare various reports and financial statements in accordance with Item1, Article 228 of the Company Act, reports and financial statements shall be approved by the audit committee, and after approved by the resolution of board of directors, shall be approved by a regular shareholders’ meeting.
Article 19: When the Company has an amount of profit of the year (the term “a amount of profit”
means pre-tax benefits deducted the distribution of employee’s remuneration, it shall appropriate two-thousandth or more as employees’ remuneration, and one-thousandth or less as directors’ remuneration. However, the company’s accumulated losses shall have been reserved the accumulated amount in advance.
Article 20: The life cycle of the Company’s industry is in the period of maturity, the dividend policy is coordinated with current and future development programs, considered the investment environment, capital needs , and domestic and overseas competition status, and taken the factors of shareholders’ interests, etc. into consideration, the allocation of distributed surplus earnings is not lower than 20% of distributed shareholders’ dividends, however, when accumulated distributed surplus earnings is lower than 20% of paid-in capital, it may not be allocated, when the Company’s general financial accounts of the year has a surplus, it shall withhold tax, then cover the loss of past years, in addition, the Company shall appropriate 20% as legal reserve first, appropriate discretely appropriated retained earnings as regarded the needs, when the Company has earnings in the current year, preference dividends shall be prior to distribute, then as such balance and accumulated undistributed earnings of past years, the Company shall distribute shareholders’ bonus (stock dividends of shareholders’ bonus distribution are 0%-80%, cash dividends are 20%-100%), the preceding earning distribution ratio and the cash dividend ratio, when the Company’s yield of the current year, the cash position and operations have needs, board of directors may

submit it to a shareholders’ meeting for a resolution of adjustment.

Chapter 7. Supplemental Provisions

Article 21: Unsettled affairs of the Articles of Incorporation shall be handled in accordance with the Company Act.

Article 22: The Articles of Incorporation was drawn up on June 20, 1978. The 1st amendment was made on July 5, 1979. The 2nd amendment was made on January 14, 1980. The 3rd amendment was made on June 14, 1980. The 4th amendment was made on November 1, 1980. The 5th amendment was made on June 1, 1981. The 6th amendment was made on September 1, 1981. The 7th amendment was made on November 11, 1981. The 8th amendment was made on January 5, 1982. The 9th amendment was made on May 10, 1982. The 10th amendment was made on May 27, 1982. The 11th amendment was made on December 15, 1982. The 12th amendment was made on March 1, 1983. The 13th amendment was made on April 30, 1983. The 14th amendment was made on November 22, 1983. The 15th amendment was made on May 9, 1986. The 16th amendment was made on January 10, 1987. The 17th amendment was made on February 10, 1987. The 18th amendment was made on March 7, 1988. The 19th amendment was made on May 14, 1988. The 20th amendment was made on May 2, 1989. The 21st amendment was made on May 19, 1990. The 22nd amendment was made on June 14, 1991. The 23rd amendment was made on June 29, 1992. The 24th amendment was made on June 30, 1994. The 25th amendment was made on June 30, 1995. The 26th amendment was made on May 16, 1996. The 27th amendment was made on May 28, 1997. The 28th amendment was made on June 8, 1998. The 29th amendment was made on June 25, 1999. The 30th amendment was made on June 23, 2000. The 31st amendment was made on June 21, 2001. The 32nd amendment was made on June 14, 2002. The 33rd amendment was made on June 19, 2003 (1). The 34th amendment was made on June 19, 2003 (2). The 35th amendment was made on June 30, 2006 (1).

The 36th amendment was made on June 30, 2006 (2). The 37th amendment was made on December 8, 2006. The 38th amendment was made on June 25, 2008. The 39th amendment was made on April 29, 2009. The 40th amendment was made on June 23, 2010. The 41st amendment was made on June 21, 2011. The 42nd amendment was made on June 10, 2014. The 43rd amendment was made on June 17, 2015. The 44th amendment was made on June 14, 2016. The 45th amendment was made on June 21, 2017. The 46th amendment was made on June 19, 2019. The 47th amendment was made on June 17, 2020.

YIEH HSING ENTERPRISE CO., LTD. Chairman: Wu, Lin-Maw

Appendix 2. Rules of Procedure for Shareholders Meetings (After fixing)

YIEH HSING ENTERPRISE CO., LTD.

Rules of Procedure for Shareholders Meetings

Proposed revision by shareholders’ meeting on June. 23, 2021

Article 1 The Company’s shareholder meeting is subject to the Rules of Procedure for Shareholder Meetings, unless otherwise provided by the applicable laws and regulations and the Company’s Articles of Incorporation.

Article 2 (Convening shareholder meeting and meeting notice)

The Company’s shareholders meeting shall be convened by the Board of Directors, unless otherwise provided by law and regulation. The Company shall have the cause of action and descriptive information for each motion, including the shareholders meeting notice, proxy, case for acknowledgement and discussion, election or dismissal of directors made into an electronic file and posted on the Market Observation Post System (MOPS) thirty days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. It shall also have the shareholders meeting agenda handbook and supplemental information made into an electronic file and posted on the MOPS twenty-one days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. The shareholders meeting agenda handbook and supplemental information should be made available fifteen days prior to the shareholders meeting and available to shareholders at any time upon request and on display at the Company and the

professional stock registrar and transfer agent designated by the Company. In addition, it should be distributed to the shareholders at the meeting.

The meeting notice and announcement should be prepared with the reasons for convening the meeting stated. The meeting notice and announcement can be prepared in an electronic form with the consent of the counterparties.

The election or dismissal of directors, change in the Articles of Incorporation, reduction of capital, application for the approval of

ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the company’s dissolution, merger, segmentation, or the matters stated in Article 185 Paragraph 1 of the Company Act,matters concerning Item 1 of Article 26 and Article 43 Item 6 of Securities and Exchange Act and Regulations Governing the Offering and Issuance of Securities by Securities Issuers Item 1 of Article 56 and Item 2 of Article 60, must be itemized and explain the main themes, not to be proposed via extempore motion. If convening the stockholders’ meeting has stated the re-election of directors with the date to take up the post, after the election is done then the date to take up the post cannot be changed with extempore motion or any other measures. Shareholders who have held more than 1% of the total outstanding shares may propose motions in writing to the Company’s shareholders meeting. However, they are limited to one motion and the remaining proposed motions will not be included for discussion.The Board of Directors may not have the motions proposed by shareholders that are subject to Article 172.1 Paragraph 4 of the Company Law included for discussion.

Stockholders may propose matters that may encourage the company to promote public benefits or social responsibility. Based on the procedural regulation of Item 1 of Article 172 of the Company Act, the number of such proposals is limited to one. The rest of them will not be discussed.

The Company is to have the accepting shareholder’s proposal, in writing or by electronic means, the acceptance place, and acceptance time announced prior to the stock cut-off date before convening the shareholders meeting. In addition, the acceptance period shall not be less than ten days.

The motion proposed by shareholders is limited to 300 words and the remaining text of the motions will not be included for discussion. The motion-proposing shareholders shall attend the general shareholders meeting in person or by proxy; also, shall get involved in the discussion of the motion.

The Company shall have the motion proposing shareholders informed with the handling results prior to the shareholders meeting notice date. In addition, the motion complies with the requirements of this Article are listed in the meeting notice. The Board of Directors shall give reasons for the proposed motions that are not included for discussion in the shareholders meeting.

Article 3 Shareholders may attend the meeting by the representative each time with the scope of authorization stated in the proxy provided by the Company.
Each shareholder is entitled to have one proxy issue for one representative designated only. In addition, the proxy must be delivered to the Company five days before the shareholders meeting. For the proxy issued in duplication, the first delivery shall prevail, unless the first delivered proxy is revoked by declarations.
If the shareholders after the delivery of proxy to the Company decide to attend the shareholders meeting in person or to exercise voting rights in writing or by electronic means, shall have the Company notified in writing to have the proxy revoked two days prior to the shareholders meeting. For any delay in revoking the proxy, the voting right of the representative by proxy shall prevail.
Article 4 (The principle of convening shareholders meeting place and time) Shareholders meetings shall be convened at the Company’s premise or at the location that is convenient and suitable for shareholders’ attending; also, the meeting shall not be started before 9:00am or after 3:00pm. The opinions of the independent directors, if any, should be fully considered in determining the meeting place and time.
Article 5 (placement of attendance registry)

The Company shall have the reporting time, place, and other considerations stated in the shareholders meeting notice.

The shareholders meeting reporting time referred to in the preceding paragraph shall be 30 minutes prior to the meeting started. There should be clear signs at the reporting place with adequate staff assigned to handle the process.

Shareholders or shareholders’ representatives (hereinafter referred to as “shareholders”) shall attend the meeting with the attendance certificate, attendance registry card, or other documents presented. The Company shall not arbitrarily demand shareholders to produce additional identification documents for attending the shareholders meeting. The proxy solicitors shall have their identity documents ready for verification.

The Company should have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the attendance registry card instead.

The Company shall have the agenda handbook, annual reports, attendance certificate, statement slip, votes, and other conference materials delivered to the attending shareholders. In addition, for the election of directors, if any, the electoral ballots should be enclosed. The government agency or legal person that is a shareholder may have more than one representative assigned to attend the shareholders meeting. The legal person that is delegated to attend the shareholders may have only one representative assigned to attend the meeting.

Article 6 (Shareholders meeting presiding chairman and attending staff)

The Chairman of the Board of Directors shall chair the shareholders meeting when the Board of Directors convenes it. If the Chairman is on leave or unable to exercise powers; the meeting is to be chaired by the Vice Chairman. If there is no Vice Chairman appointed, the Vice Chairman is also on leave, or unable to exercise powers, the Chairman is to have one general director designated to exercise powers. If there is not any general director appointed, one director shall be designated to chair the meeting. If the Chairman does not have a representative designated to exercise power, the representative is to be elected among the general directors or directors. The power of the Chairman referred to in the preceding paragraph exercised by the general directors or directors that must be someone who has served for more than six months and understands the Company’s financial condition and business operation. The same applies for the Chairman who is the representative of the director that is a legal person.

The shareholders meeting convened by the Board of Directors should be chaired by the Chairman in person and attended by a majority of the board directors and the chair of the auditing committee showing up in person and at least one delegate from each functional committee; also, the attendance should be documented in the minutes of the meeting.

For the shareholders meeting convened by other than the Board of Directors, the convener shall chair the meeting. If there are more than two conveners, one of the conveners should be elected to chair the meeting.

The Company may appoint the contracted attorney, CPA, or the

related personnel to attend the shareholders meeting.

Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly.
The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.
Article 8 The attendance at the shareholders meeting shall be based on the ownership of stock shares. The attending shares are based on the signatures on the attendance registry or the attendance registry card submitted, and the number of shares used to exercise voting rights in writing or electronically.
The Chairman shall call the meeting to order at the meeting time, a nd at the same time announces related information on non-voting shares and the number of shares present. However, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month.

If the attending shareholders represent a majority of the outstanding stock shares before the end of the meeting, the Chairman may have the pseudo-resolution proposed to be resolved in the shareholders meeting in accordance with Article 174 of the Company Law.

Article 9 (Motion discussion)

meeting should be conducted in accordance with the scheduled agenda and may not be changed without a resolution reached in the shareholders meeting.

For the shareholders meeting convened by other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

The Chairman may not have the meeting adjourned discretionally before the meeting agenda in the preceding two paragraphs completed with all motions discussed. For the violation of the Chairman against the Rules of Procedure for Shareholder Meetings by having the meeting adjourned discretionally, the other board directors shall promptly assist the attending shareholders to elect a Chairman to continue the meeting in accordance with the legal procedures and with the consent of the attending shareholders representing a majority of the voting rights.

The Chairman should give the amendments and motions proposed by shareholders an opportunity for full explanation and discussion; also, the Chairman who believes that the motion in discussion is ready for voting may announce to stop discussion and start voting, There has to be sufficient time for casting ballot

Article 10 (Shareholders’ statement)

Shareholders who have submitted statement slips but do not speak in the meeting are considered as having made no statement. For any discrepancy found between the opinions given in the meeting and the statement slip submitted, the opinions given in the meeting shall prevail.

Shareholders may not comment twice on the same motion without the consent of the Chairman and may not be for more than five minutes each time. However, The Chairman may instruct shareholders to stop speaking if they have spoken outside the scope of the motion.

The other shareholders unless with the consent of the Chairman and the speaking shareholder may not interrupt the speech of the shareholder. In addition, the Chairman will stop the violators.

If the institutional shareholders have two or more representatives delegated to attend the meeting, only one of the representatives may speak on the same motion.

The Chairman may have the questions raised by the attending shareholders replied personally or by the designated personnel.

Article 11 (Calculation of the voting shares and recusal system)

The count of the votes casted in the shareholders meeting shall base on the ownership of stock shares.

For the count of the votes casted in the shareholders meeting, the shares held by the shareholders without voting rights will not be included for the calculation of the total outstanding stock shares.

The shareholders who are the stakeholders of the motion in discussion that are detrimental to the interests of the Company may not join the voting process and may not exercise voting rights on behalf of other shareholders.

The stock shares without voting rights stated in the preceding paragraph may not be included in the number of voting rights of the attending shareholders.

Except for the trust agencies or the stock service agencies authorized by the securities competent authorities, the voting rights by proxy of the representative designated by two or more shareholders may not exceed 3% of the total outstanding stock shares. In addition, the voting rights exceeding the threshold will not be counted.

Article 12 Shareholders are entitled to one voting right per share except for those subject to restrictions or those without voting right listed in Article 179 Paragraph 2 of the Company Law.

For the voting right exercised in writing or electronically in the preceding paragraph, the intention should be expressed to the

Company two days prior to the shareholders meeting. For the intention expressed in duplication, the first delivery shall prevail, unless the first delivered intention is revoked by declarations.

After exercising their voting rights in writing or by an electronic mean, if the shareholders decide to attend the shareholders meeting in person, they shall have the intension of exercising voting right in writing or in an electronic mean revoked the same way it was expressed two days prior to the shareholders meeting. For any delay in revoking the intension expressed, the voting right exercised in writing or in an electronic mean shall prevail. If the voting rights are exercised in writing or by electronic means; also, proxy is issued for the representative to attend the shareholders meeting, the voting rights exercised by proxy shall prevail.

The motion voted in the shareholders meeting is deemed as passed with the consent of a majority of the attending shareholders, unless otherwise provided by the Company Law and the Company’s Articles of Incorporation. In terms of voting, the Chairman or the designee shall announce the total number of voting rights of the attending shareholders for each motion proposed.

The motion voted in the shareholders meeting is deemed as passed with the attending shareholders consulted by the Chairman and no objection raised, which is with the same effectiveness as a vote. For any objection raised, the respective motion should be resolved by a vote as stated in the preceding paragraph. If all motions are voted by shareholders on a case-by-case basis, the results of shareholder approval, objection, and waiver should be posted on the Market Observation Post System (MOPS) in the shareholders meeting date. The amendment or substitute of the same motion, if any, is to be merged into the original motion by the Chairman for determining the voting priority. However, if one of the motions is passed, the other motions shall be deemed as vetoed without the need of further voting. The scrutineers and counting personnel that are needed for voting on a motion are to be designated by the Chairman; however, the said scrutineers must be appointed among the shareholders.

The votes casted in the shareholders meeting or the vote count of an election should be held at the venue open to the attendees. In addition, the vote count result should be announced at the scene, including the number of voting rights and with the records kept.

Article 13 (Election matters)

The election of directors in the shareholders meeting, if any, should be handled in accordance with the election regulations defined by the Company; also, the election result should be announced at the scene, including the list of the elected directors and the respective elected voting rights and the listed of director losing the election and the number of shared voted for them.

The electoral ballots of the election matters in the preceding paragraph should be sealed and signed by the scrutineers and properly safeguarded for at least one year. However, it must be reserved until the end of the legal proceedings that is filed by shareholders in accordance with Article 189 of the Company Law.

Article 14 The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The production and distribution of the minutes of meeting can be handled electronically.

The Company may have the minutes of meeting in the preceding paragraph distributed by posting it on the Marketing Observation Post System (MOPS).

The minutes of meeting should be prepared in accordance with the year, month, date, place, the Chairman’s name, resolution methods, The snapshot of the agenda and the votes casted, including the number of shares, must be recorded. If there is an election for diretors, the shares must be recorded for each candidate .and the gist and result of the proceeding throughout the duration of the Company and should be kept for records permanently.

The resolution methods in the preceding paragraph are for the Chairman to consult the opinions of shareholders; also, for the motions without any objection from the shareholders, it should be documented as “with the attending shareholders consulted by the Chairman and no objection raised.” However, for the motion with any objection from the shareholders, the voting methods, the passing voting rights, and voting right ratio should be detailed and documented.

Article 15 (Public announcement)

The statistic reports of the number of shares solicited by the solicitors and the number of shares by proxy that is prepared in

accordance with the specific format should be disclosed at the scene of the meeting.

For the matters resolved in the shareholders meeting that are defined as material information in accordance with the governing law and regulations and stock competent authorities, the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS).

Article 16 (The maintenance and order of meeting venue)

The shareholders meeting staffs shall wear identification card or armbands.

The Chairman may instruct the monitors or security guards to assist maintaining order at the meeting venue. Monitors or security guards at the scene to assist in maintaining order should wear “Monitor” armbands or identification cards.

The Chairman may stop the shareholders who use the loudspeaker equipment that is not provided by the Company from speaking in the meeting.

Shareholders who have violated the Rules, Governing the Conduct of Shareholders Meetings, disobeyed the instruction of the Chairman, and hindered the meeting process without complying with the discipline guidelines, the Chairman may command the picketers or the security guards to have the offenders escorted to leave the meeting venue.

Article 17 (Meeting in recess and in session)

The Chairman may announce the meeting as in recess at his discretion, may have the meeting suspended upon the occurrence of force majeure and may announce the meeting as back in session, depending on the actual practice.

If the meeting venue cannot be used continuingly before the end of the meeting with all scheduled motions discussed, a resolution can be reached in the shareholders meeting to find another venue for the meeting to be held continuously.

The shareholders meeting may resolve to have the meeting postponed or continued within 5 days in accordance with Article 182 of the Company Law.

Article 18 The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.

Appendix 3. Rules of Procedure for Shareholders Meetings (Before orrection)

YIEH HSING ENTERPRISE CO., LTD.

Rules of Procedure for Shareholders Meetings

Amended and approved by shareholders’ meeting on June. 17, 2020

Article 1 The Company’s shareholder meeting is subject to the Rules of Procedure for Shareholder Meetings, unless otherwise provided by the applicable laws and regulations and the Company’s Articles of Incorporation.
Article 2 (Convening shareholder meeting and meeting notice)
The Company’s shareholders meeting shall be convened by the Board of Directors, unless otherwise provided by law and regulation. The Company shall have the cause of action and descriptive information for each motion, including the shareholders meeting notice, proxy, case for acknowledgement and discussion, election or dismissal of directors made into an electronic file and posted on the Market Observation Post System (MOPS) thirty days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. It shall also have the shareholders meeting agenda handbook and supplemental information made into an electronic file and posted on the MOPS twenty-one days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. The shareholders meeting agenda handbook and supplemental information should be made available fifteen days prior to the shareholders meeting and available to shareholders at any time upon request and on display at the Company and the professional stock registrar and transfer agent designated by the Company. In addition, it should be distributed to the shareholders at the meeting.

The election or dismissal of directors, change in the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the company’s

dissolution, merger, segmentation, or the matters stated in Article 185 Paragraph 1 of the Company Act, must be itemized and explain the main themes, not to be proposed via extempore motion. The main content has to be posted at the web site specified by the authority or the company, with the web address clearly shown on the notification.

If convening the stockholders’ meeting has stated the re-election of directors with the date to take up the post, after the election is done then the date to take up the post cannot be changed with extempore motion or any other measures.

Shareholders who have held more than 1% of the total outstanding shares may propose motions in writing to the Company’s shareholders meeting. However, they are limited to one motion and the remaining proposed motions will not be included for discussion. In addition, However, if the proposal by the stockholders is to ask the company to enhance public interests or to comply with social responsibility, the board has to list it into the agenda. the Board of Directors may not have the motions proposed by shareholders that are subject to Article 172.1 Paragraph 4 of the Company Law included for discussion.

Article 3 Shareholders may attend the meeting by the representative each time with the scope of authorization stated in the proxy provided by the Company.

Each shareholder is entitled to have one proxy issue for one representative designated only. In addition, the proxy must be delivered to the Company five days before the shareholders meeting. For the proxy issued in duplication, the first delivery shall prevail, unless the first delivered proxy is revoked by declarations.

If the shareholders after the delivery of proxy to the Company decide to attend the shareholders meeting in person or to exercise voting rights in writing or by electronic means, shall have the Company notified in writing to have the proxy revoked two days prior to the shareholders meeting. For any delay in revoking the proxy, the voting right of the representative by proxy shall prevail.

Article 4 (The principle of convening shareholders meeting place and time)

Shareholders meetings shall be convened at the Company’s premise or at the location that is convenient and suitable for shareholders’ attending; also, the meeting shall not be started before 9:00am or after 3:00pm. The opinions of the independent directors, if any, should be fully considered in determining the meeting place and time.

Article 5 (placement of attendance registry)

The Company shall have the reporting time, place, and other considerations stated in the shareholders meeting notice.

Shareholders or shareholders’ representatives (hereinafter referred to as “shareholders”) shall attend the meeting with the attendance certificate, attendance registry card, or other documents presented. The Company shall not arbitrarily demand shareholders to produce additional identification documents for attending the shareholders meeting. The proxy solicitors shall have their identity documents ready for verification.

The Company should have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the attendance registry card instead.

The government agency or legal person that is a shareholder may have more than one representative assigned to attend the shareholders meeting. The legal person that is delegated to attend the shareholders may have only one representative assigned to attend the meeting.

Article 6 (Shareholders meeting presiding chairman and attending staff)

The power of the Chairman referred to in the preceding paragraph exercised by the general directors or directors that must be someone who has served for more than six months and understands the Company’s financial condition and business operation. The same applies for the Chairman who is the representative of the director that is a legal person.

The Company may appoint the contracted attorney, CPA, or the related personnel to attend the shareholders meeting.

Article 7 (Shareholders meeting audio or video recording as evidence)

The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly.

The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be

reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.

Article 8 The attendance at the shareholders meeting shall be based on the ownership of stock shares. The attending shares are based on the signatures on the attendance registry or the attendance registry card submitted, and the number of shares used to exercise voting rights in writing or electronically.

The Chairman shall call the meeting to order at the meeting time; however, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month.

Article 9 (Motion discussion)

The Chairman of the Board of Directors shall determine the agenda of the shareholders meeting convened by the Board of Directors. all relevant proposals, including extempore motion and revision of original agenda , must be determined by vote,The shareholders meeting should be conducted in accordance with the scheduled agenda and may not be changed without a resolution reached in the shareholders meeting. For the shareholders meeting convened by other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

discretionally, the other board directors shall promptly assist the attending shareholders to elect a Chairman to continue the meeting in accordance with the legal procedures and with the consent of the attending shareholders representing a majority of the voting rights. The Chairman should give the amendments and motions proposed by shareholders an opportunity for full explanation and discussion; also, the Chairman who believes that the motion in discussion is ready for voting may announce to stop discussion and start voting, There has to be sufficient time for casting ballot

Article 10 (Shareholders’ statement)

Shareholders who wish to speak in the meeting shall fill out the statement slip with the gist of the statement, shareholders account number (or attendance certificate number), and account name detailed in advance for the Chairman to determine the sequence of speakers. Shareholders who have submitted statement slips but do not speak in the meeting are considered as having made no statement. For any discrepancy found between the opinions given in the meeting and the statement slip submitted, the opinions given in the meeting shall prevail.

The other shareholders unless with the consent of the Chairman and the speaking shareholder may not interrupt the speech of the shareholder. In addition, the Chairman will stop the violators.

If the institutional shareholders have two or more representatives delegated to attend the meeting, only one of the representatives may speak on the same motion.

The Chairman may have the questions raised by the attending shareholders replied personally or by the designated personnel.

Article 11 (Calculation of the voting shares and recusal system)

The count of the votes casted in the shareholders meeting shall base on the ownership of stock shares.

The stock shares without voting rights stated in the preceding paragraph may not be included in the number of voting rights of the attending shareholders.

Article 12 Shareholders are entitled to one voting right per share except for those subject to restrictions or those without voting right listed in Article 179 Paragraph 2 of the Company Law.

the company is to have voting rights exercised electronically and in writing in the shareholders meeting). When the voting right is exercised in writing or electronically, the method should be stated in the shareholders meeting notice. Shareholders who have exercised their voting rights in writing or by an electronic mean will be deemed as to attend the shareholders meeting in person. However, in respect of the motion or the amendment to the original motion in the shareholders meeting, it will be considered as a waiver; therefore, the Company should avoid proposing a motion and amendment to the original motion. For the voting right exercised in writing or electronically in the preceding paragraph, the intention should be expressed to the Company two days prior to the shareholders meeting. For the intention expressed in duplication, the first delivery shall prevail, unless the first delivered intention is revoked by declarations.

representative to attend the shareholders meeting, the voting rights exercised by proxy shall prevail.

The amendment or substitute of the same motion, if any, is to be merged into the original motion by the Chairman for determining the voting priority. However, if one of the motions is passed, the other motions shall be deemed as vetoed without the need of further voting.

The scrutineers and counting personnel that are needed for voting on a motion are to be designated by the Chairman; however, the said scrutineers must be appointed among the shareholders.

Article 13 (Election matters)

Article 14 The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The production and distribution of the minutes of meeting can be handled electronically.

The Company may have the minutes of meeting in the preceding paragraph distributed by posting it on the Marketing Observation Post System (MOPS).

Article 15 (Public announcement)

The statistic reports of the number of shares solicited by the solicitors and the number of shares by proxy that is prepared in accordance with the specific format should be disclosed at the scene of the meeting. For the matters resolved in the shareholders meeting that are defined as material information in accordance with the governing law and regulations and stock competent authorities, the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS).

Article 16 (The maintenance and order of meeting venue)

The shareholders meeting staffs shall wear identification card or armbands.

The Chairman may stop the shareholders who use the loudspeaker equipment that is not provided by the Company from speaking in the meeting.

Article 17 (Meeting in recess and in session)
The Chairman may announce the meeting as in recess at his discretion, may have the meeting suspended upon the occurrence of force majeure and may announce the meeting as back in session, depending on the actual practice.
If the meeting venue cannot be used continuingly before the end of the meeting with all scheduled motions discussed, a resolution can be reached in the shareholders meeting to find another venue for the meeting to be held continuously.
The shareholders meeting may resolve to have the meeting postponed or continued within 5 days in accordance with Article 182 of the Company Law.
Article 18 The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.

Appendix 4. Profit Distribution

1.The influence of the Company’s business performance, earnings per share and investment return rate caused by bonus shares this time:

The Company has no bonus shares this time, so it is inapplicable.

2.Summary report of actual allocating object and amounts of employees’ cash bonus, stock bonus and the amount of directors and supervisors’ remuneration of the year 2019:

The Company’s deficits appropriation was approved by the regular shareholders’ meeting of the year 2020, dividends were not allotted complying with the resolution, so it is inapplicable.

Relevant statements of 2020 employees’ salaries and directors and supervisors’ remuneration

The Company’s loss appropriation of the year 2020 was approved by the resolution of board of directors on March 24, 2021.

(1) Allotment of employees’ salaries: none.
(2) Allotment of directors and supervisors ’ remuneration: none.
(3) Differences of programed distribution amount and original expenses of employees ’ salaries and directors and supervisors ’ remuneration: Not applicable.

Appendix 5. Shareholding of All Directors

All directors’ lowest minimum legally-held shares and the legally-held shares statements registered in shareholder’s roster.

		April 25, 2021
Title	Lowest legally-held shares	Shareholding registered in shareholders roster
Director	16,980,851	390,372,202

Note: 1. According to Article 2 of rules and review procedures for Director and Supervisor Ownership Ratios at Public Companies, “a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors and shall be decreased by 20 percent”.

The Company established the audit committee, so there’s no applicable shareholding of supervisors.
Directors’ shareholding statements registered in shareholder’s roster until the date for suspension of share transfer.

share transfer.

Title	Name of shareholders	Share numbers
Chairman	Yieh Phui Enterprise Co., Ltd. `(`Representative: Wu, Lin-Maw`)`	304,654,650
Director	Yieh Phui Enterprise Co., Ltd. `(`Representative: Lin, I-Shou`)`	304,654,650
Director	Yieh Phui Enterprise Co., Ltd. `(`Representative: Chen, Sun-Long`)`	304,654,650
Director	Yieh United Steel Corporation `(`Representative: Su, Yu-Kun)	85,717,552
Independent director	Sun, Chin-Su	0
Independent director	Chang, Wei-I	0
Independent director	Yang, Der-Yuan	0
Sum of all directors		390,372,202
Total number of shares issued by the Company: 530,651,613.

3. When elected directors, the elected number, term of office, and start and end time are as follows:


Elected number		Term of office	Start and end time
Director	4	3 years	June 17, 2020-June 16, 2023
Independent director	3	3 years	June 17, 2020-June 16, 2023

AI assistant

YH — AGM Information 2021

51939_rns_2021-08-31_ec1a93db-f5a2-4d4a-af39-c4a18f6d182a.pdf

Program

I. Procedure and Agenda of Annual Shareholders’ Meeting

YIEH HSING ENTERPRISE CO., LTD. 2021 Annual Shareholders’ Meeting Agenda

Table of Contents

II. Reported Matters

1. 2020 Business Report

(1) 2020 Business Results:

d. 2020 business overview

2020 Review of the Company’s operating status

(1) 2020 the Company’s practice results of operating plans

Individual financial statements

Consolidated financial statements

(2) 2020 Implementation of the budgets:

Individual financial statements

Consolidated financial statements

(4) Research and development status

2. 2021Business Plan

(2) The influence of overall business environment

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Description of key audit matter

How the matter was addressed in our audit

Valuation of inventory

Description of key audit matter

Other Matters

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

YIEH HSING ENTERPRISE CO., LTD. CONSOLIDATED BALANCE SHEETS

YIEH HSING ENTERPRISE CO., LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YIEH HSING ENTERPRISE CO., LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YIEH HSING ENTERPRISE CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Description of key audit matter

How the matter was addressed in our audit

Valuation of inventory

Description of key audit matter

How the matter was addressed in our audit:

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

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Notice to Readers

YIEH HSING ENTERPRISE CO., LTD. STANDALONE BALANCE SHEETS

YIEH HSING ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

YIEH HSING ENTERPRISE CO., LTD. STANDALONE STATEMENTS OF CHANGES IN EQUITY

YIEH HSING ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF CASH FLOWS

2. 2020 Audit Committee’s Auditor’s Annual Financial Statements

Report of the Auditing Committee

Chairman of the Auditing Committee: Yang Der-Yuan

3. 2020 Endorsements/Guarantees Report

III. Acknowledged Matters

One

TWO

YIEH HSING ENTERPRISE CO., LTD.

IV. Matters for Discussion

One

V. Extemporary Motions

VI. Adjournment

VII. Attachment

Attachment 1

YIEH HSING ENTERPRISE CO., LTD.

Before and After Revision

VIII. Appendix

YIEH HSING ENTERPRISE CO., LTD.

Articles of Incorporation

Chapter 2. Shares

YH AGM Information 2021