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YH AGM Information 2026
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AGM Information
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輝興企業股份有限公司
YIEH HSING ENTERPRISE CO., LTD.
2026 Shareholders' Meeting
Program
Shareholders meeting be held by means :
physical shareholders meeting.
Shareholders meeting date: 2026/06/24
Shareholders meeting location:
No.38, Dazhai St., Zihe Vil., Ziguan Dist.,
Kaohsiung City Zihe Community Center.
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I. Procedure and Agenda of Annual Shareholders’ Meeting
YIEH HSING ENTERPRISE CO., LTD.
2026 Annual Shareholders’ Meeting Procedure
Time: June 24, 2026 at 9:30 am
Place: No. 38, Dazhai St., Zihe Vil., Ziguan Dist., Kaohsiung City (Zihe Community Center)
I. Report attending number of shares
II. Call meeting to order
III. Chairman’s address
IV. Reported Matters
V. Acknowledged Matters
VI. Election Matters
VII. Other Matters
VIII. Extemporary Motions
IX. Adjournment
YIEH HSING ENTERPRISE CO., LTD.
2026 Annual Shareholders’ Meeting Agenda
- Chairman’s address
- Reported matters:
(1) 2025 Business Report
(2) 2025 Audit Committee’s Auditor’s Annual Financial Statements - Acknowledged Matters:
(1) Acknowledgement of 2025 Financial Statements case
(2) Acknowledgement of the company’s 2025 loss appropriation - Election Matters
(1) Election of Directors - Other Matters:
(1) Lifting of the Non-Compete clause for Director - Extemporary Motions
- Adjournment
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Table of Contents
Pages
I. Procedure and Agenda of Annual Shareholders’ Meeting...1
II. Reported Matters...4
i. 2025 Business Report...4
ii. 2025 Audit Committee’s Auditor’s Annual Financial Statements...24
III. Acknowledged Matters...25
i. Acknowledgement of 2025 Financial Statements case...25
ii. Acknowledgement of the company’s 2025 loss appropriation...25
IV. Election Matters...26
i. Election of Directors...26
V. Other Matters...28
i. Lifting of the Non-Compete clause for Director...28
VI. Extemporary Motions...28
VII. Adjournment...28
VIII. Attachment...29
i. List of Release of the Non-Compete Prohibition on Directors...29
IX. Appendix...30
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II. Reported Matters
- 2025 Business Report
(I) 2025 Business Results:
- Retrospect of International and Taiwan Wire Rod Market Overview
(1) The stainless steel wire rod market in 2025 recovered moderately, and operated in the pattern of regional differentiation.
As a global important base of stainless steel production and processing, Taiwan was confronted with affection by international material cost and trade policies, so the wire rod and fastener industry in Taiwan faced severe competitions in the market. Since demands of customers in Europe and U.S. slowed down due to stock adjustment, the market momentum turned weak; in the meantime, Southeast Asia and China went on with price competition, which further compressed profit margins; as a result, order visibility was a bit low, and the overall international stainless steel industry presented a conservative size of shrinking volume with weak price. Because of impact from trade barriers in the first half of the year, recovery of the global economy was not as strong as expected; the entire market performed poorly; however, under the influence of nickel price fluctuation and trade policies in the second half of the year, the market found slight support. Meanwhile, due to geopolitical changes and intervention of each country's tariff measures (e.g. EU's CBAM, U.S. tariff, etc.), the market in all countries was remarkably differential with the emergence of some recovery chance.
Taiwan is one of major production countries of stainless steel wire rod in the world. In 2025, international low-price competition was intensified, so most of the domestic manufacturers adopted the model of strategic adjustment of order taking, by which they reduced acceptance of low-margin standard product export orders, but instead focused on the customized and high-quality market; in consequence, a phenomenon of "quality increase but quantity decrease" appeared in the export performance. In such a transformational process, in spite of a decline in export volume, Taiwanese manufacturers, by virtue of edges of stable quality and high trustworthiness, acquired part of international order shifting opportunities, so the export unit price and total export value remained highly competitive.
As a whole, since 2023 when the stainless steel wire industry in Taiwan bottomed out, it has gradually and moderately recovered. In 2025, the market was still situated in a consolidation phase, while the wire rod market benefited from support of rigid demands with relatively stable performance. Notwithstanding, since demand momentum was still not so obvious, and price competition was ongoing, the subsequent trend still needed to be deliberately observed.
(2) The carbon steel wire rod market in 2025 showed a pattern of "stable at the beginning, weak in the middle, and wait-and-see at the end".
In 2025, the global carbon steel market moved on the verge of recovery with challenges ahead. Affected by uneven regional demands, tariff barriers, and green transformation pressure, the global steel demands showed a pattern of "stable at the beginning, weak in the middle, and wait-and-see at the end". Mainly benefiting from development of downstream industries, such as automobile, construction, infrastructure, manufacturing industry, etc. Above all, demands in India and Southeast Asia were strong, benefiting from infrastructure and manufacturing industry shifting. On the contrary, carbon steel for construction use in the Europe and U.S. markets just achieved mediocre performance due to residual effect of high interest rates. In terms of supply, weak domestic demands in China resulted in ongoing spillover of excess capacity; low-priced wire rod
in Southeast Asia and China made impact on the international quotation, so each country was forced to launch anti-dumping investigation frequently.
The carbon steel market in Taiwan suffered a lot of macroeconomics (such as exchange rate fluctuation, net-zero carbon emission, geopolitics and trade barriers); consequently, the domestic market faced double attacks of "low-price competition from import" and "impeded export in downstream" in 2025. Although it slightly rose due to stock replenishment in the first half of the year, the price pulled back with concession under the influence of uncertainty of U.S. tariff and export hindrance of the downstream fastener industry (screw and nut).
As the green steel industry undergoes a challenging transformation toward carbon neutrality, demand for eco-friendly steel continues to rise. The automotive and construction industries are at the forefront of this transition, with demand expected to accelerate. Additionally, as raw material price declines are anticipated to slow, the overall supply-demand dynamics in the steel market are expected to improve.
(3) 2025 Business Overview
The Company reported total revenue of NT$5.283 billion in 2025, marking a decrease of NT$1.617 billion from NT$6.9 billion in 2024. However, the Company incurred a pre-tax net loss of NT$1.196 billion, worsening from a pre-tax net loss of NT$1.085 million in 2024. The decline of revenue was affected by interactive influence between three major factors of international material cost, terminal market demands, and geopolitics & trade barriers in the wire rod market; as a result, the domestic and foreign stainless steel and carbon steel wire rod market showed a conservative trend of shrinking volume with weak price in 2025. Its market retrospect and in-depth analysis were summarized as follows:
Stainless steel: Because materials of precious metals such as scrap iron, nickel, chromium, copper, etc. all oscillated within a certain range, and the unit price slowly rose, the price of stainless steel wire rod found a desirable support. However, owing to unstable international economic situation and policies, the order visibility of stainless steel wire rod was a bit low, and its profit was severely compressed, so the conservative trend of small volume with weak price appeared in the market.
Carbon steel: Restricted by international requirements of zero emission and rigid environmental protection regulations, which further disturb the global market by influencing the global market through a low-price competition strategy, the price of carbon steel wire rod market showed a trend of "cold trading volume with high prices and high volatility. Strong domestic demands supported the domestic price, while weakness of the export market, along with interference of imported steel materials, imposed restrictions on price rise, resulting in a conservative situation of mediocre volume with weak price.
In conclusion, the steel market in 2025 has been characterized by uncertainty, influenced by factors such as the global economic slowdown, raw material price fluctuations, the impact of low-priced steel products from China, changes in trade policies, and geopolitical tensions. Despite these challenges, with an increase in global infrastructure investment, the emergence of post-war reconstruction demand, and supply chain adjustments, the Company has proactively focused on improving its production processes. By maintaining consistent product quality and offering a comprehensive range of specifications, the Company seeks to expand its international market share,
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enhance product turnover rates, and optimize production capacity utilization. The Company is committed to strengthening its existing markets while also targeting potential customers, positioning itself ahead of the steel market recovery to meet future demand growth.
2. Review of the Company Operation in 2025
The results of the company's business plan implementation, budget implementation, financial revenue and expenditure, profitability analysis and research and development status last year (2025) are as follows :
(1) 2025 Business Plan Implementation Results
Financial Report
Unit: NT$ Thousand
| Year Item | 2025 | 2024 | Amount Increase/Decrease | Change Ratio |
|---|---|---|---|---|
| Operating Income | 5,283,228 | 6,899,957 | (1,616,729) | (23.43) |
| Operating Cost | 5,906,279 | 7,427,223 | (1,520,944) | (20.48) |
| Gross Operating Profit (Loss) | (623,051) | (527,266) | (95,785) | (18.17) |
| Operating Expenses | 194,688 | 202,601 | (7,913) | (3.91) |
| Net Operating Profit (Loss) | (817,739) | (729,867) | (87,872) | (12.04) |
| Non-operating income and expenses | (384,076) | (355,102) | (28,974) | (8.16) |
| Net Profit (Loss) Before Tax | (1,201,815) | (1,084,969) | (116,846) | (10.77) |
| Income Tax Expenses | 15,440 | 850 | 14,590 | 1716.47 |
| Net Profit (Loss) After Tax | (1,186,375) | (1,084,119) | (102,256) | (9.43) |
(2) 2025 Budget Implementation :
The company didn't disclose financial forecast in 2025, so the disclosure of the budget implementation status did not apply.
(3) Financial income and expenditure and profitability analysis :
Financial Report
| Item | 2025 | 2024 |
|---|---|---|
| Net cash flow from operating activities (NT$1,000) | (658,065) | (614,329) |
| Equity/Asset (%) | 34.22 | 42.03 |
| Liability/Asse t(%) | 65.78 | 57.97 |
| Long-term fund to property, plant, and equipment ratio (%) | 140.06 | 175.75 |
| Current Ratio (%) | 40.97 | 62.08 |
| Quick Ratio (%) | 13.98 | 28.00 |
| Asset-to-remuneration ratio (%) | (8.23) | (7.31) |
| Equity-to-remuneration ratio (%) | (24.84) | (18.57) |
| Profit margin (%) | (22.46) | (15.71) |
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| Earnings per share (NT$) | (2.24) | (2.04) |
|---|---|---|
| Number of shares at year end (1,000 shares) | 530,652 | 530,652 |
(4) Research and Development
The company believes that the main lifeline of an enterprise lies in research and development. The company's research and development plan adheres to the following business philosophy:
| Innovation | Introduce new technologies, research new processes, develop new products, innovate management, and jointly promote overall industrial upgrading. |
|---|---|
| Growth | Continue to invest, enhance the vitality of the enterprise, improve the items and quality of products and services, and enable the company, employees and customers to grow together. |
| Responsibility | Work hard to protect the rights and interests of investors. Implement environmental protection and maintain social resources. Fulfill corporate responsibility and give back to the society. |
| Sustainability | Cultivate outstanding talents for joint management, root in Taiwan, set our sights on the world and be sustainable. |
The company continues to carry out the research and development of new products with lean and innovative thinking. We link the innovative thinking to explore new models. The company also pursues the further promotion of products and operation quality and strives to create more value for the company and customers with lean management and optimal service.
(II) 2026 Business Plan
- Conduct multiple development in keeping with steel billet material sources, and reinforce expansion of non-stainless steel wire rod sales territory.
Acquisition of steel billet materials is substantially important for the single rolling mills; they must look for suppliers who can cooperate with them on a long-term and stable basis, and steady application of steel billet quality and prompt continuation of its volume are both crucial keys of stable selling. Being able to stabilize these two aspects in the capacity of a production manufacturer which, except China Steel Corporation, has the most complete sizes in the wire rod market, we can supply steel billet materials in coordination with multiple-size production; there is still a huge potential of growth in the territory of non-stainless steel wire rod.
- Enlarge items of steel grades of stainless steel wire rod, and further expand production application area.
Comparatively, stainless steel wire rod is classified as a product market with small volume but large items. The domestic surface demands in 2025 amounted to 136 thousand tons with about 40 items of steel types. It was required to seek suitable steel billet material sources for each item in line with restructure and optimization of production equipment to provide customers with more comprehensive, popular, and diversified choices. For this sake, we became the main supplier in terms of stable sales volume for import, while we will extend our sales and services via export throughout the world in order to achieve the company's objective of overall expansive selling.
- Continue to strengthen product research, development and sales
The Company continues to strive for integrating the upstream customers so that both of us can jointly
develop demands of new steel grade market of downstream customers. Since 2018, we have developed, one by one, new steel grades and new sizes of wire dimeter; for example, in 2018, we increased the steel grade combination of 304J3A and 304M5, and developed new sizes of 5.0mm; in addition, we also developed the new steel grades of 2205/303CU/430L in the same year; in 2019 the Company launched the fast-cutting stainless steel AISI 303; in 2020, development of 410 new steel grades was completed; in 2023, new steel grades of 409Cb and YCS 550 were developed; in 2024, the Company developed 1215MS high-speed cutting steel and 10B21/10B33. The Company will continue to develop new steel grades to provide customers with different choices and consolidate the market.
- Conserve energy and carry out cost reduction projects
Energy is the major source of cost consumption in the steel industry. With the active cooperation, the Company inputs the research and innovation manpower. We are committed to achieving the goal of energy conservation and carbon reduction from process improvement to product development in order to reduce both the energy consumption and the production cost and enhance competitiveness. Since 2015, we have carried out a number of improved processes and measures; our significant performance included conversion of the fuel system from heavy oil to natural gas combustion in the Pingnan Factory in October 2021, reinvestment in power generation by renewable solar energy, etc in 2022. A variety of energy-saving and carbon reduction measures brought forth abundant results in electricity and carbon conservation. At present, we have reported the average electricity saving rate in 2025 has exceeded 2%, better than the government's policy goal of 1.5%. Besides, with regard to performance of solar green power, in 2025, our power generation reached approximately 2.136 million kWh, which reduced carbon emission by about 1,012 tons.
- Expected Sales Volume in 2026
For 2026, the Company plans to sell approximately 305,000 tons of stainless steel and non-stainless steel wire rod.
Globally, steel demand is expected to moderately rebound in the future in 2026. Emerging and developing regions will drive growth in global demand. Moreover, boosted by the global trend of net-emission, the steel industry is accelerating its steps to move towards green transformation. As observed by the World Steel Association, growth of future steel demands will depend on not only quantity but even "the development direction of "low carbonization" and "highly-added value". Every country's steel plants are actively importing EAF steelmaking, hydrogen-based reduction, and renewable energy application for the purpose of reducing strength of carbon emission. Meanwhile, policies like EU's CBAM also urged steel companies to improve their carbon reduction ability in order to maintain their international competitiveness. Although green transformation will increase short-term operating cost and capital expenditure, in a long-term sense, those steel companies which possess low-carbon processes and environmental-friendly edges will even have opportunities to gain competition edge during the reorganization process of global supply chain, and become the key role in the future steel market development. In response to the future trend of green transformation with improved competitiveness, the Company will endeavor to develop material suppliers, and utilize production line optimization to reduce production cost with a view to continuing to provide customers with competitive prices, and we will also develop high-end products at the same time, continue to promote equipment sophistication, and improve production technology in order to create maximum benefits
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for the Company.
(III) The Company’s future development strategy and impact of external competitive environment, regulatory environment, and general business environment
1. Future Development Strategy of the Company
In addition to continuing intensive cultivation of the existing U.S. market, the Company will exploit, on an active basis, the European and Southeast Asia markets in order to diversify regional risks, and expand selling territory. As far as product strategy is concerned, we will gradually transform to put emphasis on high-niche stainless steel products, identify customers with high-end application demands, and meanwhile make use of process optimization and cost control to maintain competitiveness of general products, and stabilize existing customers. We will continue to develop new stainless steel grades with high processability to increase product differentiation and get rid of threats of low-price competition.
In terms of supply chain and market layout, the Company will strengthen sales proportion of high value-added products, and unite the upstream steel mills to continuously exploit foreign steel billet sources in order to optimize the structure of material supply. In the meantime, we make use of customized products and services to expand management of different customer bases, and improve overall operating performance.
In order to deploy the future steel market and reinforce competition edge of the wire rod market, the Company has additionally established BIC wire rod production equipment in the Pingnan Wire Factory for the purpose of optimizing its wire rod size combination in May 2021. In addition, we increased the wire sizing and reducing mill unit, and replaced the wire finishing mill unit in order to effectively control wire specifications, improve product quality, and increase customers’ purchasing intention. In the said plan, the reorganization and upgrading of each equipment in the Pingnan Wire Factory has been completed; the total investment amount was expected to reach about NT$1.273 billion, and installation thereof has been completed one after another in 2023.
Concurrently, with a view to promoting process optimization, improving economies of scale effects, and reducing energy consumption and pollution emission, in 2025, the Company has successively invested NT$1.05 billion round in the Pingnan Factory for buildup of the pickling line and solution treatment furnace in order to optimize its stainless steel wire rod process. In addition, we installed the equipment of drawing machine to extend our products into the straight rod market, and expand product combination for consolidating our competitiveness in the solid bar market.
In respect of sustainable development, the Company also imported the power generation equipment of renewable solar energy in order to reduce energy consumption and greenhouse gas emission, and continue to promote sustainable development of our operations and the environment.
2. The impact of the external competitive environment
In 2018, the United States imposed Section 232 tariffs on steel and aluminum exports from Europe. Subsequently, the European Union imposed retaliatory tariffs on certain products exported from the United States. Since January 2022, the United States has replaced the steel and aluminum Section 232 tariffs with tariff rate quotas (TRQ). In response, the European Union has fully suspended retaliatory tariffs on certain products exported from the United States. Both parties have agreed to suspend tariff
imposition until December 31, 2023. On December 19, 2023, the European Union announced the extension of the suspension of tariffs related to the steel dispute with the United States until March 31, 2025. Despite efforts by our government to negotiate tariff rate quotas with the United States, we have not received this advantage. Therefore, theoretically, our exports may be crowded out. Tariff imposition may weaken competition and increase supply chain costs, necessitating appropriate responses from the Company. Furthermore, with the implementation of the Regional Comprehensive Economic Partnership (RCEP), encompassing the largest population and economic scale, and the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) absorbing new members, global economic and trade dynamics, as well as supply chains, are further restructuring. Due to our small domestic market size, our country must adhere to trade liberalization and participate in regional economic integration to avoid marginalization in international trade competition. Domestic industries are threatened and impacted by the importation of low-priced goods due to market openness, requiring substantial assistance and attention from the government. In the face of changing external environments, reducing supply chain-related costs, product differentiation, enhancing product added value, stabilizing sales channels, and maintaining customer relationships are crucial for maintaining competitive advantages.
The Company will adopt differentiated strategies, competing in the international market with high-quality and promptly delivered stainless steel wire rod elements, supported by stable support from domestic and international customers in terms of quality, delivery, price, and service. To strengthen competitiveness in the Asia-Pacific region, we will also enhance research and development of premium products and improvements to serve customers and expand markets with the best quality.
- The impact of regulatory environment and general business environment
(1) Regulations of environmental protection and carbon emission
Accompanied with global emphasis on climate change issues, all countries, one by one, strengthen carbon emission management, energy use efficiency, and related disclosure requirements. The steel industry is one of high energy-intensive industries, so changes of relevant laws and regulations might increase operating cost or capital expenditure. The Company will continue to keep an eye on development of policies, face challenges of carbon fee collection, and adopt effective carbon reducing strategies to reduce cost, increase competitiveness, and create business opportunities. The creation of a carbon pricing mechanism will not only determine the company's future payment obligations based on carbon emissions but will also accelerate its carbon tracking efforts and drive ESG-related carbon reduction initiatives. While low-carbon practices present challenges, they also offer vast opportunities. By taking the lead in carbon reduction and embracing the shift early, the Company expects to gain a competitive advantage, which will be instrumental in supporting its long-term sustainable development.
(2) International trade and tariff policy
In recent years, the global economic and trade situation experienced a lot of changes. Taking industry protection and national security into consideration, all countries adopt trade measures one after another, such as tariff adjustment, anti-dumping duty, countervailing duty, import quota, etc. It made material impact on the international competition environment of the steel industry. Steel
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products belong to commodity of high international liquidity. Changes of trade policies will directly affect competitiveness of export price, market access conditions, customers' purchasing decision-making, and even sales volume and profit-gaining performance. Besides, execution of the regional economic integration agreement and the bilateral free trade agreement might also change each market's tariff structure and supply sources layout, and turn out to be competition edges or disadvantageous factors. If major export markets raise tariff or launch remedy investigation, operational uncertainty and order-taking risks might increase. The Company will continue to pay attention to the tendency of international economic and trade policies, and adjust market development and product sales strategies in due course. Moreover, we diversify market, enhance the proportion of high value-added products, and improve service quality so as to reduce impact made by changes of trade policies on our operation.
(3) Impact of material-end market fluctuation (price and exchange rate)
The Company's main production cost is significantly affected by prices of steel billet, scrap steel, nickel, chromium and energy. With sharp fluctuation, the commodity market price is liable to be affected by global supply and demand changes, geopolitical risks, supply status of minerals, and capital flow of the financial market. If raw material price rises substantially within a short period, production cost might be raised with gross margin compressed. On the contrary, rapid price fall might also cause risk of decline in inventory value. In addition, part of the Company's material purchase and product selling is priced in foreign currencies, so fluctuation of exchange rates will affect purchasing cost, sales revenue, and exchange loss/profit performance. If new Taiwan dollar causes significant appreciation and depreciation against main trading currencies, impact might be made on operating performance and financial achievements. The Company will apply appropriate stock control, flexible quotation mechanism and exchange rate risk management measures in order to reduce impact of exchange rate fluctuation on our operation.
(4) Global economy and industry conditions
In October 2025, the World Seel Association released a short-term demands forecast (2025 - 2026), indicating the global steel demands bottomed out in 2025, and is expected to slightly rebound to 1.773 billion tons in 2026 with an annual growth of 1.3%, which suggested the industry was moving, step by step, from downturn to moderate recovery.
Momentum of this wave of growth mainly came from resilience of the global economy; major economies continue to promote investment in infrastructure with the support of factors such as gradual loosening of the financial environment, etc. However, performance was still different region by region. Among them, under the influence of weak local real estate market, local fiscal pressure, and trade conflicts, steel demands in China were estimated to decline by 2.0% in 2025; 1% will be further dropped in 2026. Despite converged decline, the overall demands are still at an adjustment stage. Notwithstanding trade conflicts warm up, cost rises, and geopolitical uncertainties still exist, the market is still filled with cautious optimism, to the effect that the global steel demands will enter a phase of moderate growth in 2026.
Between 2025 and 2026, growth momentum of the global steel demands is mainly contributed by India, part of ASEAN, Middle East, and North Africa. In particular, growth in India is obvious with an annual growth of up to 9%. It is estimated that in 2026, the steel demands in India will
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increase by 75 million tons, compared with 2020, which mainly benefits from infrastructure investment, urbanization development, and expansion of manufacturing industry. In the past, the steel industry was over-dependent on China; however, as construction momentum in China gradually slowed down, the global economic momentum will be transferred, step by step, to India, and countries in Southeast Asia, Middle East, and Africa. Each emerging market will become core growth engine. In comparison, the mature markets (e.g. Europe and U.S.) step into a period of low growth, and demand momentum in Northeast Asia is still weak, so recovery will be relatively delayed.
In conclusion, as estimated, in 2026, steel demands will moderately rebound; however, attention should be paid to the factors such as tense situation of global trade, geopolitical uncertainties, cost rise in the manufacturing industry, etc., which might bring potential risks for recovery of steel demands. All in all, the steel industry is moving from bottom to initial recovery. Its future development will tend to be moderate with regional differentiation.
Chairman: Wu, Lin-Maw Managerial Officer: Huang, Chuan-Hsiang Accounting supervisor: Shih, Fun-Yun
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Crowe
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 accompanying balance sheets of Yieh Hsing Enterprise Co., Ltd. (the “Company”) as of December 31, 2025 and 2024, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the code the of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the 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 financial statements for the year ended December 31, 2025 are stated as follows:
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Revenue recognition
Please refer to Note 4.17 to the financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for Critical Accounting Judgments and Major Sources of Estimation and Assumption Uncertainty of revenue recognition; and Note 6.20 for the details of revenue recognition.
Description of key audit matter
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 statements 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 were 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 4.7 to the financial statements for the accounting policy on inventories; Note 5.2.(5) for Critical Accounting Judgments and Major Sources of Estimation and Assumption Uncertainty of inventories; and Note 6.4 for inventory valuation.
Description of key audit matter
The Company's inventory was $1,022,190 thousand as of December 31, 2025, which accounted for 8% 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.
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Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards of 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 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.
Crowe
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in Our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and review of the work performed by the group engagement team members, and for forming the Company audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2025 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.
16
Crowe
The engagement partners on the audit resulting in this independent auditors’ report are Chih Fu Huang and Ling Wen Huang.
Crowe (TW) CPAs
Kaohsiung, Taiwan
Republic of China
March 6, 2026
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 financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.
17
YIEH HSING ENTERPRISE CO., LTD.
BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| Assets | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| CURRENT ASSETS | Note | Amount | % | Amount | |
| Cash and cash equivalents | 6(1) | $ 142,530 | 1 | $ 213,093 | |
| Financial assets at fair value through profit or loss - current | 6(2) | 12,361 | - | 17,832 | |
| Notes receivable, net | 62 | - | - | ||
| Accounts receivable, net | 6(3) | 90,427 | 1 | 268,791 | |
| Accounts receivable - related parties, net | 7 | 4,802 | - | 5,603 | |
| Other receivables | 3,310 | - | 12,421 | ||
| Other receivables - related parties, net | 7 | 9,475 | - | 387 | |
| Current tax assets | 359 | - | 627 | ||
| Inventories | 6(4) | 1,022,190 | 8 | 1,086,840 | |
| Prepayments | 213,519 | 2 | 55,489 | ||
| Other financial assets - current | 8 | 377,497 | 3 | 420,792 | |
| Total Current Assets | 1,876,532 | 15 | 2,081,875 | ||
| NONCURRENT ASSETS | |||||
| Financial assets at fair value through other comprehensive income or loss - noncurrent | 6(5) | 2,505 | - | 3,163 | |
| Investments accounted for using equity method | 6(6) | 4,065,839 | 33 | 4,471,727 | |
| Property, plant and equipment | 6(7) | 5,546,047 | 45 | 5,301,295 | |
| Investment properties | 6(8) | 609,565 | 5 | 608,833 | |
| Deferred tax assets | 6(25) | 152,623 | 1 | 134,686 | |
| Refundable deposits | 143 | - | 143 | ||
| Net defined benefit assets - noncurrent | 6(15) | 89,037 | 1 | 60,011 | |
| Other noncurrent assets - other | 6(9) | 6,371 | - | 8,620 | |
| Total Noncurrent Assets | 10,472,130 | 85 | 10,588,478 | ||
| TOTAL ASSETS | $ 12,348,662 | 100 | $ 12,670,353 |
18
| Liabilities and Equity | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| CURRENT LIABILITIES | Note | Amount | % | Amount | % |
| Short-term loans | 6(10) | $ 3,001,134 | 25 | $ 2,316,518 | 18 |
| Short-term notes and bills payable | 6(11) | 79,869 | 1 | 249,883 | 2 |
| Contract liabilities - current | 6(20) | 28,713 | - | 66,306 | 1 |
| Notes payable | 71,296 | 1 | 94,175 | 1 | |
| Accounts payable - related parties | 7 | 18,505 | - | 24,642 | - |
| Other payables | 6(12) | 161,638 | 1 | 163,897 | 1 |
| Other payables - related parties | 7 | 509,985 | 4 | 4,680 | - |
| Current income tax liabilities | 1,225 | - | - | - | |
| Provisions - current | 6(13) | 33,601 | - | 38,451 | - |
| Advance receipts | 308 | - | 308 | - | |
| Current portion of long-term loans | 6(14) | 674,360 | 5 | 394,663 | 3 |
| Total Current Liabilities | 4,580,634 | 37 | 3,353,523 | 26 | |
| NONCURRENT LIABILITIES | |||||
| Long-term loans | 6(14) | 3,470,623 | 28 | 3,926,696 | 31 |
| Deferred tax liabilities | 6(25) | 71,857 | 1 | 65,349 | 1 |
| Total Noncurrent Liabilities | 3,542,480 | 29 | 3,992,045 | 32 | |
| TOTAL LIABILITIES | 8,123,114 | 66 | 7,345,568 | 58 | |
| EQUITY | |||||
| Share capital | 6(16) | ||||
| Common stock | 5,306,516 | 43 | 5,306,516 | 42 | |
| Capital surplus | 6(17) | 295,447 | 2 | 539,890 | 4 |
| Retained earnings | 6(18) | ||||
| Accumulated deficits | (1,381,384) | (11) | (536,365) | (4) | |
| Other equity | 6(19) | 4,969 | - | 14,744 | - |
| Total Equity | 4,225,548 | 34 | 5,324,785 | 42 | |
| TOTAL LIABILITIES AND EQUITY | $ 12,348,662 | 100 | $ 12,670,353 | 100 |
The accompanying notes are an integral part of the financial statements
YIEH HSING ENTERPRISE CO., LTD.
STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Note | Year Ended December 31 | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Amount | % | Amount | % | ||
| OPERATING REVENUE | 6(20) | $ 5,283,228 | 100 | $ 6,899,957 | 100 |
| OPERATING COST | 6(4) | (5,906,279) | (112) | (7,427,223) | (108) |
| GROSS PROFIT(LOSS) | (623,051) | (12) | (527,266) | (8) | |
| OPERATING EXPENSES | |||||
| Selling and marketing expenses | (91,731) | (2) | (107,524) | (2) | |
| General and administrative expenses | (102,957) | (2) | (95,077) | (1) | |
| Total operating expenses | (194,688) | (4) | (202,601) | (3) | |
| INCOME (LOSS) FROM OPERATIONS | (817,739) | (16) | (729,867) | (11) | |
| NON-OPERATING INCOME AND EXPENSES | |||||
| Interest income | 3,174 | - | 4,430 | - | |
| Other income | 6(22) | 19,158 | - | 5,528 | - |
| Other gains and losses | 6(23) | (4,035) | - | 24,162 | - |
| Finance costs | 6(24) | (196,308) | (4) | (191,682) | (3) |
| Share of loss of subsidiaries, associates and joint ventures | (206,065) | (3) | (197,540) | (2) | |
| Total non-operating income and expenses | (384,076) | (7) | (355,102) | (5) | |
| INCOME (LOSS) BEFORE INCOME TAX | (1,201,815) | (23) | (1,084,969) | (16) | |
| INCOME TAX EXPENSE | 6(25) | 15,440 | - | 850 | - |
| NET INCOME (LOSS) | (1,186,375) | (23) | (1,084,119) | (16) | |
| OTHER COMPREHENSIVE INCOME (LOSS) | 6(26) | ||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
| Remeasurement of defined benefit plans | |||||
| Unrealized gain (loss) on investments in equity instruments | 27,377 | - | 24,515 | - | |
| at fair value through other comprehensive Income | (658) | - | (701) | - | |
| Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures | (2,893) | - | (1,644) | - | |
| Income tax expense (benefit) related to items that will not be reclassified subsequently to profit or loss | (5,475) | - | (4,903) | - | |
| Items that may be reclassified subsequently to profit or loss: | |||||
| Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures | (6,202) | - | 11,006 | - | |
| Total other comprehensive income (loss), net of income tax | 12,149 | - | 28,273 | - | |
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ (1,174,226) | (23) | $ (1,055,846) | (16) | |
| EARNINGS PER SHARE | |||||
| Basic earnings (loss) per share | 6(27) | $ (2.24) | $ (2.04) | ||
| Diluted earnings (loss) per share | 6(27) | $ (2.24) | $ (2.04) |
The accompanying notes are an integral part of the financial statements.
YIEH HSING ENTERPRISE CO., LTD.
STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| Item | Common Stock | Capital Surplus | Retained Earnings | Other Equity Item | 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 Hedging instruments | ||||
| BALANCE AT JANUARY 1, 2024 | $ 5,306,516 | $ 1,479,871 | $ 337 | $ (440,840) | $ 4,506 | $ 1,629 | $ 4 | $ 6,352,023 |
| Appropriation and distributions of prior years’ earnings: | ||||||||
| The statutory surplus reserve covers the loss | - | - | (337) | 337 | - | - | - | - |
| Changes in associates and joint ventures using the equity method | - | 28,656 | - | (48) | - | - | - | 28,608 |
| Capital surplus used to offset accumulated deficit | - | (968,637) | - | 968,637 | - | - | - | - |
| Net income (loss) for 2024 | - | - | - | (1,084,119) | - | - | - | (1,084,119) |
| Other comprehensive income (loss) for 2024, net of income tax | - | - | - | 19,668 | 11,006 | (2,401) | - | 28,273 |
| Total comprehensive income (loss) for 2024 | - | - | - | (1,064,451) | 11,006 | (2,401) | - | (1,055,846) |
| BALANCE AT DECEMBER 31, 2024 | 5,306,516 | 539,890 | - | (536,365) | 15,512 | (772) | 4 | 5,324,785 |
| Appropriation and distributions of prior years’ earnings: | ||||||||
| Changes in associates and joint ventures using the equity method | - | 74,961 | - | 28 | - | - | - | 74,989 |
| Capital surplus used to offset accumulated deficit | - | (319,404) | - | 319,404 | - | - | - | - |
| Net income (loss) for 2025 | - | - | - | (1,186,375) | - | - | - | (1,186,375) |
| Other comprehensive income (loss) for 2025, net of income tax | - | - | - | 21,924 | (6,202) | (3,573) | - | 12,149 |
| Total comprehensive income (loss) for 2025 | - | - | - | (1,164,451) | (6,202) | (3,573) | - | (1,174,226) |
| BALANCE AT DECEMBER 31, 2025 | $ 5,306,516 | $295,447 | $ - | $ (1,381,384) | $ 9,310 | $ (4,345) | $ 4 | $ 4,225,548 |
The accompanying notes are an integral part of the financial statements.
YIEH HSING ENTERPRISE CO., LTD.
STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| Item | Year Ended December 31 | |
|---|---|---|
| 2025 | 2024 | |
| 1. CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income (loss) before income tax | ($1,201,815) | ($1,084,969) |
| Adjustments to reconcile profit and loss: | ||
| Depreciation | 303,551 | 303,233 |
| Amortization expense | 2,249 | 2,249 |
| Net loss (gain) on financial assets and liabilities at fair value through profit or loss | (500) | 210 |
| Interest expense | 196,308 | 191,682 |
| Interest income | (3,174) | (4,430) |
| Dividend income | (600) | (450) |
| Share of loss of subsidiaries, associates and joint ventures | 206,065 | 197,540 |
| Loss on disposal and retirement of property, plant and equipment | 2,607 | 1,609 |
| Property, plant and equipment transferred to expenses | 10,500 | 1,928 |
| Loss (gain) on disposal of investments | 812 | (650) |
| Loss (gain) on disposal of investments accounted for using equity method | (732) | (19,338) |
| Total adjustments to reconcile profit and loss | 717,086 | 673,583 |
| Changes in operating assets and liabilities | ||
| Net changes in operating assets: | ||
| Decrease (increase) in financial assets at fair value through profit or loss | 5,159 | (456) |
| Decrease (increase) in notes receivable | (62) | 37 |
| Decrease (increase) in accounts receivables | 179,165 | (140,995) |
| Decrease (increase) in other receivables | - | (4,854) |
| Decrease (increase) in inventories | 64,650 | 50,642 |
| Decrease (increase) in prepayments | (158,030) | (2,381) |
| Decrease (increase) in other operating assets | (1,649) | (1,337) |
| Total net changes in operating assets | 89,233 | (99,344) |
| Net changes in operating liabilities: | ||
| Increase (decrease) in contract liabilities | (37,593) | 40,670 |
| Increase (decrease) in notes payable | (22,879) | (10,895) |
| Increase (decrease) in accounts payable | (6,137) | 24,642 |
| Increase (decrease) in other payables | (252) | (3,012) |
| Increase (decrease) in provisions | (4,850) | 25,690 |
| Increase (decrease) in advance receipts | - | 6 |
| Year Ended December 31 | ||
|---|---|---|
| Item | 2025 | 2024 |
| Total net changes in operating liabilities | $(71,711) | $77,101 |
| Total net changes in operating assets and liabilities | 17,522 | (22,243) |
| Total adjustments | 734,608 | 651,340 |
| Cash generated from (used in) operations | (467,207) | (433,629) |
| Interest received | 3,197 | 4,405 |
| Dividends received | 600 | 450 |
| Interest paid | (194,684) | (185,299) |
| Income tax paid (refund) | 29 | (256) |
| Net cash generated from (used in) operating activities | (658,065) | (614,329) |
| 2.CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of investments accounted for using the equity method | (14,854) | - |
| Disposal of investments accounted for using equity method | 280,160 | - |
| Proceeds from capital reduction of investees accounted for using | 411 | 271 |
| equity method | ||
| Acquisition of property, plant and equipment | (558,207) | (375,531) |
| Proceeds from disposal of property, plant and equipment | 81 | 254 |
| Increase in other financial assets | - | (74,940) |
| Decrease in other financial assets | 43,295 | - |
| Net cash generated from (used in) investing activities | (249,114) | (449,946) |
| 3.CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term loans | 684,616 | 799,380 |
| Increase in short-term notes and bills payable | (170,000) | - |
| Proceeds from long-term loans | 218,000 | 280,000 |
| Repayment of long-term loans | (396,000) | (276,000) |
| Increase other payables - related parties | 500,000 | - |
| Net cash generated from (used in) financing activities | 836,616 | 803,380 |
| 4.NET INCREASE (DECREASE) IN CASH AND CASH | ||
| EQUIVALENTS | (70,563) | (260,895) |
| 5.CASH AND CASH EQUIVALENTS AT THE BEGINNING OF | 213,093 | 473,988 |
| THE PERIOD | ||
| 6.CASH AND CASH EQUIVALENTS AT THE END OF THE | $142,530 | $213,093 |
| THE PERIOD |
- 2025 Audit Committee’s Auditor’s Annual Financial Statements
Report of the Auditing Committee
Yieh Hsing Enterprise Co., Ltd.
The board of directors has prepared the 2025 operating report, financial statement and the deficit offset, among which has been audited and signed off by Crowe Horwath (TW)CPAs. The operating report, financial statement and the deficit offset have been audited by the auditing committee and no abnormality found. Thus, the report has been released according to Article 14-4 and Article 219 of the Company Act. Herein kindly ask for approval.
To
The 2026 the Stockholder’s Meeting of Yieh Hsing.
Chairman of the Auditing Committee: Yang Der-Yuan
March 6, 2026
25
III. Acknowledged Matters
【Case 1】Board of Directors’ Proposal
Proposal: Acknowledgement of 2025 Financial Statements Case
Description:
- For the Company's 2025 annual business report, the company financial statements, please refer to this meeting agenda.
- The company 2025 financial statements have been audited by CPAs Chih-Fu Huang and Ling-Wen Huang of Crowe Horwath United Accounting Firm, and an audit report has been issued.
- The above-mentioned financial statements and business report have been reviewed by the Audit Committee.
- Please acknowledge
Resolution :
【Case 2】Board of Directors’ Proposal
Proposal: Acknowledgement of the company’s 2025 loss appropriation
Description: 1. 2025 loss appropriation is as follows:
Yieh-Hsing Enterprises Co, Ltd.
Loss Appropriation
2025
Unit: NT$
| Item | Amount |
|---|---|
| Beginning accumulated deficit | (216,960,348) |
| Add:2025 after-tax net loss | (1,186,376,017) |
| Changes in related companies and joint ventures recognized using the equity method | 28,193 |
| Other comprehensive profit and loss (remeasurement of defined benefit plan in 2025) | 21,923,582 |
| Deficit pending compensation at period end | (1,381,384,590) |
Chairman: Wu, Lin-Maw Manager: Huang, Chuan-Hsiang Accounting Director: Shih, Fun-Yun
- No dividends will be distributed this year
- Please acknowledge
Resolution :
IV. Election Matters
【Case 1】Board of Directors’ Proposal
Proposal: Election of Directors, for your election.
Description: 1. According to Article 13 of the Company’s Articles of Incorporation, the Company shall appoint six to seven directors (including three independent directors) under the candidate nomination system. Directors shall be elected by the shareholders’ meeting from persons with legal capacity, for a term of three years, and may be re-elected for consecutive terms. The minimum shareholding ratio of directors shall comply with the regulations prescribed by the Financial Supervisory Commission.
-
In this election, seven directors (including three independent directors) are to be elected under the candidate nomination system.
-
The term of office of the Company’s current directors is from June 20, 2023 to June 19, 2026, the company programs a comprehensive re-election of directors.
-
The directors elected in this election shall assume office immediately upon being elected at the annual shareholders’ meeting. The term of office of the newly elected directors shall commence on June 24, 2026 and expire on June 23, 2029.
-
In accordance with Paragraph 5, Article 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,” the shareholding ratio of all directors shall reach 4% or more of the paid-in capital of the Company.
-
The election of directors in this re-election shall be conducted in accordance with the Company’s “Rules for Election of Directors.”
-
The list of director candidates for the current election and the explanations for the continued nomination of independent directors who have served three consecutive terms are set forth below. Shareholders are requested to elect directors from among the candidates listed therein.
-
For your election.
YIEH HSING ENTERPRISE CO., LTD.
2026 Regular Shareholders’ Meeting
The Name List of Nominated Directors Issued by Shareholders
Here according to Article 192-1 of the Company Act, the name liftoff nominated director candidates is as follows:
| Number | Account number | Name | Main experiences of education (work) | Shareholding number |
|---|---|---|---|---|
| 1 | 11 | YIEH PHUI ENTERPRISE CO., LTD. | ||
| Representative: Wu, Lin-Maw | Experiences of education: | |||
| EMBA of National Sun Yat-sen University | ||||
| Department of Materials Science and Engineering of National Tsing Hua University | ||||
| Experience of work: | ||||
| General manager of Yieh Phui Enterprise Co., Ltd. | ||||
| Current position: | ||||
| Chairman of Yieh Hsing Enterprise Co., Ltd. | 304,654,650 | |||
| 2 | 11 | YIEH PHUI ENTERPRISE CO., LTD. | ||
| Representative: Lin, I-Shou | Experience of work: | |||
| Chairman of Yieh Hsing Enterprise Co., Ltd. | ||||
| Current position: | ||||
| Chairman of Yieh Phui Enterprise Co., Ltd. | 304,654,650 |
| Chairman of Yieh United Steel Corporation | ||||
|---|---|---|---|---|
| 3 | 11 | YIEH PHUI ENTERPRISE CO., LTD. Representative: Huang, Chuan-Hsiang | Experience of education: Master's degree, National Chung Hsing Experience of work: University Vice Chairperson, E United Group Current position: General manager of Yieh Hsing Enterprise Co., Ltd. | 304,654,650 |
| 4 | 125573 | YIEH UNITED STEEL CORPORATION Representative: Chen,Min-Li | Experience of education: Department of International Business, Providence University Experience of work: Director of Accounting Department of Yieh United Steel Corporation Current position: Senior Director of Accounting Department of Yieh United Steel Corporation | 85,717,552 |
| 5 | Independent director | Wu, Ming-Tong | Experience of education: Sun Yat-Sen University Master Experiences of work: Passed the metallurgy engineering technician of higher examination Passed the qualification Screening Examination for Professional Engineers of Metallurgy engineering technician The steel mill workshop director of Tang Eng Iron Works Co., Ltd. Production vice general manager of Yieh United Steel Corporation Vice Chairman of Angang Lianzhong (Guangzhou) Steel Corporation Current positions: Independent Director / Remuneration Committee of Yieh Hsing Enterprise Co., Ltd. | 0 |
| 6 | Independent director | CHENG,JEN-YING | Experience of education: Department of Accounting, Soochow University Experiences of work: Deputy General Manager of Finance and Administration of Yieh Mau Corporation | 0 |
| 7 | Independent director | Yang, Der-Yuan (Note 1) | Experience of education: Ph. D. of Economics, University of California, Santa Barbara Experiences of work: Associate Chair, Department of Finance, National Kaohsiung University of Science and Technology Chair, Department of Financial Management, National Kaohsiung University of Science and Technology Chair, Department of Finance, National Kaohsiung | 0 |
28
| | | | University of Science and Technology
Professor, Department of Finance, National
Kaohsiung University of Science and Technology
Current positions:
Professor of Department of Finance, National
Kaohsiung University of Science and Technology
Independent Director / Remuneration Committee
of Yieh Hsing Enterprise Co., Ltd.
Independent Director / Remuneration Committee
of Yieh Phui Enterprise Co., Ltd.
Sustainability Development Committee of Yieh
Phui Enterprise Co., Ltd. | |
| --- | --- | --- | --- | --- |
Note 1: Independent director candidate, Yang, Der-Yuan has served as an independent director of the Company for three sessions. He has financial professionalism and acquaintance with relevant acts, so he can help the company to a significant extent; when exercising independent director’s duties and responsibilities, he can utilize his expertise and provide professional opinions in regard to supervision of the Board of Directors. Besides, he had actively participated in operation of the Board of Directors. Taking the above-mentioned into consideration, we intend to re-nominate him to be one of the independent director candidates.
Election Results:
V. Other Matters
【Case 1】Board of Directors’ Proposal
Proposal: Lifting of the Non-Compete clause for Director, for your discussion.
Explanation:
1. According to Article 209 of the Company Act, “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
2. Avoided affecting the investment business development of the Company’s directors, programmed to lift the restrictions of all shareholders’ non-compete prohibition.
3. Programed to discharge the work contents of non-compete prohibition restrictions, please refer to Attachment 1.
4. For your discussion.
Resolution:
VI. Extemporary Motions
VII. Adjournment
29
VIII. Attachment
Attachment 1
YIEH HSING ENTERPRISE CO., LTD.
List of Release of the Non-Compete Prohibition on Directors
| Name | The Position of the Company and the Name of the Company | |
|---|---|---|
| Lin I-Shou | Chairman | Yieh United Steel Corporation、Yieh Phui Enterprise Co.,Ltd. |
| Director | Shin Phui Steel Corporation、Shin Yang Steel Co., Ltd.、Sin Bang Investment & Development Co., Ltd.、Yieh Mau Corp.、United Brightening Development Corp.、Kuo Chang Enterprise Co., Ltd.、Chao Ying Investment Development Co., Ltd.、Hong Yuh Assets Management Co., Ltd.、Long Yuan Investment Development Co., Ltd.、Shin Chun Investment Development Co., Ltd.、Chun Fong Investment Development Co., Ltd.、Shing Bang Enterprise Co., Ltd.、Chao Ying Enterprise Co., Ltd、Li Hui Development Co., Ltd.、Ji Chang Enterprise Co., Ltd.、Lien Chen Ready-Mixed Concrete Co., Ltd.、Yieh Hong Enterprise Corporation Ltd. | |
| Wu Lin-Maw | Director | Yieh Phui (China) Technomaterial Co., Ltd.、Changshu Ever Glory Trading Co.,Ltd.、Tianjin Lianfa Precision Steel Corporation、Pt. E-United Ferro Indonesia |
| Huang Chuan-Hsiang | CEO | Indonesia Representative Office |
| CHEN MIN-LI | Senior Director | Yieh United Steel Corporation |
| Yang Der-Yuan | Independent director | Yieh Phui Enterprise Co., Ltd. |
IX. Appendix
Appendix 1. Articles of Incorporation
YIEH HSING ENTERPRISE CO., LTD.
Articles of Incorporation
Amended and approved by shareholders’ meeting on June,17,2025
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 cold- pressed 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 endorsement 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, Preferred shares may be issued within the number of aforementioned shares.
(2) Due to business needs, the total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-up capital as provided in Article 13 of the Company Law.
Article 5-1: (Deleted).
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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 depository enterprise and follow the regulations of that enterprise, handled by way of book-entry transfer.
Article 8: The change and transfer for 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 9-1: The company may explicitly provide for in its Articles of Incorporation that its shareholders' meeting can be held by means of visual communication network or other methods promulgated by the central competent authority.
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 the first item of 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
Chapter 4. Board of directors and Audit Committee
Article 13: The board of directors of the Company shall have at least six to 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-third 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.
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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 of a board meeting as stated in the preceding paragraph should be processed in writing or by fax or e-mail.
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 Item 1, 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 “an amount of profit” means pre-tax benefits deducted the distribution of employee’s remuneration, it shall appropriate two-thousandth or more as employees’ remuneration. Of this, more than 60% should be allocated to base-level employees’ compensation, 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
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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 10% as legal reserve first, and with the special reserve appropriated or reserved according to the operational needs or ordinances, 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%), it is to be done by issuing new shares, it has to be approved by the stockholders' meeting.
When the company has to allocate special reserve by law, for the cumulative amount of net increase in fair value of investment property in a preceding period and the cumulative net amounts of other deductions from equity in a preceding period, before distributing earnings, the company has to allocate an amount of special reserve equal to the amount allocated to undistributed earnings for the preceding period. If there remains any insufficiency, allocate it from the amount of the after-tax net profit for the period, plus items other than after-tax net profit for the period, that are included in the undistributed earnings of the period.
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.
Based on the Corporation Law Article 240 Item 5, the board of the directors may distribute dividends and bonuses in whole or in part in cash after a resolution has been adopted by a majority vote with two thirds of the members present, such a decision should report to the shareholders' meeting.
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.
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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.
The 48th amendment was made on June 22, 2022.
The 49th amendment was made on June 20, 2023.
The 50th amendment was made on June 17, 2025.
YIEH HSING ENTERPRISE CO., LTD.
Chairman: Wu, Lin-Maw
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Appendix 2. Rules of Procedure for Shareholders Meetings
YIEH HSING ENTERPRISE CO., LTD.
Rules of Procedure for Shareholders Meetings
Amended and approved by shareholders’ meeting on June. 19, 2024
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 The Company’s shareholders meeting shall be convened by the Board of Directors, unless otherwise provided by law and regulation.
Unless otherwise provided in Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
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. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular 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 Shareholder Service Office. In addition, it should be distributed to the shareholders at the meeting.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
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 rights
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of the representative by proxy shall prevail.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 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.
The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
Article 5 (Placement of attendance registry)
This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
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. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
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.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 5-1 To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
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How shareholders attend the virtual meeting and exercise their rights.
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Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
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 (at least one independent director present) 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
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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.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
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, the shares checked in on the virtual meeting platform 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, and 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 shall declare the meeting adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.
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. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 5.
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)
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
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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 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.
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.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
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
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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 rights per share except for those subject to restrictions or those without voting rights 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 rights 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 rights 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 or online, they shall have the intention of exercising voting rights 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 intention expressed, the voting rights 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 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
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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. When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual mee0ting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 5 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
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 director, 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.
Where a virtual shareholders meeting is convened, in addition to the particulars to be
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included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 15 (Public announcement)
The statistic reports of the number of shares solicited by the solicitors, the number of shares by proxy and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, that is prepared in accordance with the specific format should be disclosed at the scene of the meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during 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 continually 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 (Disclosure of information at virtual meetings)
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In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 19 (Location of the chair and secretary of virtual-only shareholders meeting)
When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 20 (Handling of disconnection)
In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors. When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, this
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Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 21 When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
Article 22 The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.
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Appendix 3. Regulations Governing the Election of Directors
YIEH HSING ENTERPRISE CO., LTD.
Regulations Governing the Election of Directors
Amended and approved by shareholders’ meeting on June 22, 2022
Article 1: Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Regulations.
Article 2: The election of the Company’s directors is to be held in the shareholders meetings, shall be conducted in accordance with the procedures of the candidate nomination system prescribed in Article 192-1 of the Company Law.
Article 3: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 4: The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 5: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Ballots will not be printed for those votes casted electronically.
Article 6: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 7: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 8: The director’s ballots casted for the election of directors and independent directors should be counted and elected separately.
Article 9: A ballot is invalid under any of the following circumstances:
- The ballot was not prepared by a person with the right to convene.
- A blank ballot is placed in the ballot box.
- The writing is unclear and indecipherable or has been altered.
- The candidate whose name is entered in the ballot does not conform to the director candidate list.
- Other words or marks are entered in addition to the number of voting rights allotted.
Article 10: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site, the board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 11: The elected directors who do not comply with Article 26-3 Paragraph 3 Clause 4 of the Securities and Exchange Act will be disqualified.
Article 12: If there are any issues that are not covered by these Regulations, they shall be handled in accordance with the Company Act, the company's Articles of Incorporation and other relevant laws and regulations.
Article 13: The Regulations Governing the Election of Directors is implemented after it is resolved in the shareholders meeting; so is the amendment.
Article 14: The Regulations Governing the Election of Directors were approved by the shareholders meeting on May 19, 1990.
The first amendment was made on June 20, 2012.
The second amendment was made on June 10, 2014.
The third amendment was made on June 21, 2017.
The fourth amendment was made on June 22, 2022.
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Appendix 4. Profit Distribution
- 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.
- Relevant statements of 2025 employees’ salaries and directors and supervisors’ remuneration. The Company’s loss appropriation of the year 2025 was approved by the resolution of board of directors on March 6, 2026.
(1) Allotment of employees’ salaries: none.
(2) Allotment of directors and supervisors’ remuneration: none.
(3) Differences of programmed distribution amount and original expenses of employees’ salaries and directors and supervisors’ remuneration: Not applicable.
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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 26, 2026
| 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”.
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The Company established the audit committee, so there’s no applicable shareholding of supervisors.
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Directors’ shareholding statements registered in shareholder’s roster until the date for suspension of 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: Huang, Chuan-Hsiang) | 304,654,650 | |
| Director | Yieh United Steel Corporation | |
| (Representative: Su, Yu-Kun) | 85,717,552 | |
| Independent director | Wu, Ming-Tong | 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. |
- 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 24, 2026-June 23, 2029 |
| Independent director | 3 | 3 years | June 24, 2026-June 23, 2029 |