YP - AGM Information 2016 | FinancialReports.eu

Code: 2023

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2016 Shareholders’ Meeting

Handbook

Website for Public Information ： http://newmops.twse.com.tw

Date ： June 22, 2016

Location ： Ziyi Community Center, No.57, Jinxue Rd., Ziyi Vil., Ziguan Dist., Kaohsiung City

I. Procedure and Agenda of Shareholders’ Meeting

Yieh Phui Enterprise Co., Ltd

Procedure of 2016 Shareholders’ Meeting

Time and Date ： 09:30, June 22, 2016

Location: No.57, Jinxue Rd., Ziyi Vil., Ziguan Dist., Kaohsiung City

Ziyi Community Center

1. Reporting the attendance of shares

2. Call the Meeting to Order

3. Chairperson Remarks

4. Discussion

5. Management Presentation

6. Proposals

7. Discussion

8. Election Matters

9. Other Matters

10. Questions and Motions

11. Adjournment

Yieh Phui Enterprise Co., Ltd

Agenda of 2016 Shareholders’ Meeting

I. Chairperson Remarks ：

II. Discussion ：

Amendment to the “Articles of Incorporation” of the Company.

III. Management Presentation ：

2015 Business Report
Supervisors’ Review Report on 2015 Financial Statements
Amendment to the “Regulations Governing Procedure for Board of Directors Meetings” of the Company.
Stipulation of “Ethical Corporate Management Best Practice Principles” of the Company.

IV. Proposals ：

Proposal of 2015 Financial Statements.
Proposal of 2015 loss subsidization.

V. Discussion ：

Amendment to the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” of the Company.
Amendment to the “Rules Governing the Conduct of Shareholders Meeting” of the Company.
Amendment to the “Regulations Governing the Election of Directors” of the Company.
Amendment to the “Procedures for Handling Acquisition and Disposal of Assets” of the Company.
Amendment to the “Articles of Incorporation” of the Company.

VI. Election Matters

Reelection of directors.

VII. Other Matters

Release the Prohibition on Directors from Participation in Competitive Business.

VIII. Questions and Motions

IX. Adjournment

	Contents
I.	Procedure and Agenda of Shareholders’ Meeting .................................................................................................................... 1
II.	Discussion ................................................................................................................................................................................ 5
1.	Amendment to the “Articles of Incorporation” of the Company .................................................................................................... 5
III.	Management Presentation ..................................................................................................................................................... 5
1.	2015 Business Report .................................................................................................................................................................... 5
2.	Supervisors’ Review Report on 2015 Financial Statements ......................................................................................................... 29
3.	Amendment to the “Regulations Governing Procedure for Board of Directors Meetings” of the Company ............................... 30
4.	Stipulation of “Ethical Corporate Management Best Practice Principles” of the Company ......................................................... 30
IV.	Proposals ............................................................................................................................................................................... 31
1.	Proposal of 2015 Financial Statements ........................................................................................................................................ 31
2.	Proposal of 2015 loss subsidization ............................................................................................................................................. 31
V.	Discussion .................................................................................................................................................................................. 32
1.	Amendment to the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” of the Company .................. 32
2.	Amendment to the “Rules Governing the Conduct of Shareholders Meeting” of the Company .................................................. 32
3.	Amendment to the “Regulations Governing the Election of Directors” of the Company ............................................................ 32
4.	Amendment to the “Procedures for Handling Acquisition and Disposal of Assets” of the Company .......................................... 32
5.	Amendment to the “Articles of Incorporation” of the Company .................................................................................................. 33
VI.	Election Matters ................................................................................................................................................................... 34
1.	Reelection of directors ................................................................................................................................................................. 34
VII.	Other Matters ....................................................................................................................................................................... 37
1.	Release the Prohibition on Directors from Participation in Competitive Business ...................................................................... 37
VIII.	Questions and Motions .................................................................................................................................................... 37
IX.	Adjournment ........................................................................................................................................................................ 37
X.	Annex ......................................................................................................................................................................................... 38
Annex 1 Articles of Incorporation (Comparison Table of Amended Articles) ................................................................................. 38
Annex 2 Articles of Incorporation (Amended) ................................................................................................................................ 40
Annex 3 Regulations Governing Procedure for Board of Directors Meetings (Comparison Table of Amended Articles) ............... 47
Annex 4 Regulations Governing Procedure for Board of Directors Meetings (Amended) .............................................................. 52
Annex 5 Ethical Corporate Management Best Practice Principles................................................................................................... 57
Annex 6 Operation Procedures for Loaning Funds and Endorsements and Guarantees (Comparison Table of Amended Articles) 64

Annex 7 Operation Procedures for Loaning Funds and Endorsements and Guarantees (Amended) ............................................... 74
Annex 8 Rules Governing the Conduct of Shareholders Meeting (Comparison Table of Amended Articles) ................................. 83
Annex 9 Rules Governing the Conduct of Shareholders Meeting (Amended) ................................................................................. 87
Annex 10 Regulations Governing the Election of Directors (Comparison Table of Amended Articles) .......................................... 94
Annex 11 Regulations Governing the Election of Directors (Amended) ....................................................................................... 96
Annex 12 Procedures for Handling Acquisition and Disposal of Assets (Comparison Table of Amended Articles) ........................ 99
Annex 13 Procedures for Handling Acquisition and Disposal of Assets (Amended) ..................................................................... 107
Annex 14 Articles of Incorporation (Comparison Table of Amended Articles) ............................................................................. 122
Annex 15 Articles of Incorporation (Amended) ............................................................................................................................ 124
Annex 16 Position Statements of Release the Prohibition on Directors from Participation in Competitive Business ................... 131
XI. Appendix ............................................................................................................................................................................. 132
Appendix 1 Shareholding Statements for All Directors and Supervisors ....................................................................................... 132
Appendix 2 Statement of Capital Increased ................................................................................................................................... 134
Appendix 3 Dividend Policy .......................................................................................................................................................... 136

II. Discussion

Proposal 1 ： By the Board of Directors

Subject ： Amendment to the “Articles of Incorporation” of the Company 。 Description ： 1 . “Articles of Incorporation” of the Company is amended in accordance with Letter Tai-Cheng-Shan-Yi-Zi No.1041802730 of TWSE dated June 22, 2015 and Letter Jing-Shan-Zi No. 10402413890 of Ministry of Economic Affairs dated June 11, 2015, as well as amended Article 235 and revised Article 235-1 of Company Act.

The comparison table of amended articles of “Articles of Incorporation” of the Company and the full Articles after amendment (Please refer to Annex 1 and 2 for detail).

Resolution ：

III. Management Presentation

1. 2015 Business Report

The global steel market was cool off due to economic growth mitigation in Mainland China, and the falling price of crude oil led to the held back of energy equipment investment and real estate development investment, which had severe impact on the price of steel. Meanwhile, in order to solve the problem of over production in steels, Mainland China exported large amount of steels that also had severe impact on the production and sales of steel industry in Taiwan. Since the main products of the Group, galvanized steel coils and pre-painted steel coils, are sold all over the world, our revenue decreased significantly under the influence of increased steel export by China that intensified the market competition in the world. However, with the effort of flexibly adjusting the strategy of raw material procurement and effectively controlling and managing costs, the Company’s main business still maintained an outstanding result.

2015 Business Summary ：

Compared with 2014, the sales amount of original industry of Yieh Phui in 2015 decreased by 14.19% and the revenue decreased by NT$6.979 billion (23.90%); the sales amount of Yieh Phui (China) decreased by 3.44% in 2015 compared with 2014 and the 2015 revenue decreased by NT$3.910 billion (18.58%). In addition, the sales amount of Yieh Hsing in 2015 increased compared with 2014 and the 2015 revenue increased by NT$413 million. Overall, the consolidated revenue of the Company’s business result was NT$49,784,834 thousand, decreased by 17.80% compared with NT$60,567,319 thousand in the previous year; the consolidated net loss after tax was NT$(1,614,837) thousand, decreased by-271.60% compared with NT$941,034 thousand in the previous year. The net loss after tax that belonged to the parent company was NT$(953,786) thousand, decreased by 176.99% compared with NT$1,238,852 thousand in the previous year.

1. Implementation Result of Business Plan ：

Consolidated Financial Report Information

Unit ： NTD thousand

Year Item	2015	2014	Amount Increased/Decreased	Variation %
Operaiton Revenue	49,784,834	60,567,319	-10,782,485	-17.80
Operaiton Costs	46,080,342	56,131,236	-10,050,894	-17.91
Operaiton Gross Profit(Loss)	3,704,492	4,436,083	-731,591	-16.49
Operaiton Expenses	2,842,815	2,994,080	-151,265	-5.05
Operaiton Net Profit(Loss)	861,677	1,442,003	-580,326	-40.24
Non-operation Revenue and Expenses	-2,458,392	-81,685	-2,376,707	-2,909.60
Net Profit(Loss)before Tax	-1,596,715	1,360,318	-2,957,033	-217.38
Income Tax Expenses	18,122	419,284	-401,162	95.68
Net Profit (Loss) after Tax	-1,614,837	941,034	-2,555,871	-271.60
Other Comprehensive Income (net)	190,111	276,020	-85,909	-31.12
Total Amount of Comprehensive Income in this Term	-1,424,726	1,217,054	-2,641,780	-217.06
Net Profit that Belongs to the Owner of the ParentCompany	-953,786	1,238,852	-2,192,638	-176.99
Net Profit that Belongs to the Non-controllingequity	-661,051	-297,818	-363,233	-121.96
Total Amount of Comprehensive Income that Belongs to the Owner of the Parent Company	-761,465	1,498,222	-2,259,687	-150.82
Total Amount of Comprehensive Income that Belongs to the Non-controllingequity	-663,261	-281,168	-382,093	-135.89

Individual Financial Report Information

Year Item	2015	2014	Amount Increased/Decreased	Variation %
Operaiton Revenue	22,223,598	29,202,735	-6,979,137	-23.90
Operaiton Costs	20,354,559	26,980,970	-6,626,411	-24.56
Operaiton Gross Profit(Loss)	1,869,039	2,221,765	-352,726	-15.88
Operaiton Expenses	1,310,381	1,487,561	-177,180	-11.91
Operaiton Net Profit(Loss)	558,658	734,204	-175,546	-23.91
Non-operation Revenue and Expenses	-1,623,316	675,205	-2,298,521	-340.42
Net Profit(Loss)	-1,064,658	1,409,409	-2,474,067	-175.54

before Tax
Income Tax Expenses	-110,872	170,557	-281,429	-165.01
Net Profit (Loss) after Tax	-953,786	1,238,852	-2,192,638	-176.99

Budget Execution ： The Company did not disclose financial forecast in 2015. Thus, the disclosure of budget execution does not apply.
Analysis on Financial Balance and Profit-Earning Capacity ：

Consolidated Financial Report Information

Consolidated Financial Report Information
Item	2015	2014
Net cash inflow of operation activities (thousand dollars)	3,547,840	1,092,391
Equity/Assets(%)	37.98	40.68
Liabilities/Assets(%)	62.02	59.32
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	163.08	139.29
Current ratio(%)	120.89	94.00
Quick ratio(%)	77.76	57.19
Return on assets(%)	-1.03	2.46
Return on equity (%)	-5.54	3.25
Netprofit margin(%)	-3.24	1.55
Earningsper share(dollar)	-0.56	0.74
Number of shares bythe end of theyear(share)	1,718,090,576	1,668,049,102

Individual Financial Report Information

Individual Financial Report Information
Item	2015	2014
Net cash inflow of operation activities (thousand dollars)	2,677,000	-437,113
Equity/Assets(%)	57.11	60.52
Liabilities/Assets(%)	42.89	39.48
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	387.63	340.94
Current ratio(%)	58.92	46.34
Quick ratio(%)	36.44	25.21

Return on assets(%)	-1.49	3.40
Return on equity (%)	-3.61	4.69
Netprofit margin(%)	-4.29	4.24
Earningsper share(dollar)	-0.56	0.74
Number of shares bythe end of theyear(share)	1,718,090,576	1,668,049,102

Outcome of Research and Development ：

The Company has developed the surface coated steel for home appliances market and acquired the qualification of qualified supplier from many home appliances companies all over the world (such as Whirlpool, Fisher & Paykel, Japanese companies Sharp and Panasonic, etc.) and supplied pre-painted steel sheets they require.

When facing intense competition from the market in 2012, the Company strived for developing steel for markets of high quality demand. In 2013, we developed and supplied the domestic steel market in Japan, and the result was outstanding. Currently, we successfully introduce and supply 55% Al-Zn coated steel sheets (as substrate for pre-painted steel of high-end building materials) and zero spangle galvanized steel sheets (for interior building materials). The products have been sold steadily.

In order to strengthen the overall competitiveness, aside from integrating company resources, we also establish strategic cooperation relationships with Japanese steel mills and expand overseas markets. The cooperation project started shipments from December 2013 and monthly shipment quantity was enlarged in 2014 and 2015, increasing the profits of the Company.

In the aspect of product diversification, the Company has successfully developed anti-microbial metallic coated steel sheets and they were certified and adopted by domestic and overseas public constructions (such as Y.S. Sun Green Building Research Center of National Cheng Kung University in Taiwan, Hong Kong MTR railway lines, Hong Kong hospitals and large constructions in Macau). Additionally, the Company continues to develop pre-painted steel sheets for high-end interior building materials and Al-Zn coated steel sheets for the forming of cases of IT products. The Company has started mass production since 2014, and the shipments significantly increased in 2015. In 2016, the Company plans to promote our products to other IT brands to expand monthly orders; in addition, the Company also starts to develop printed pre-painted steel sheets for special applications. The product is estimated to enter mass production in 2016, which helps market expansion and product diversification.

Since the rise of the concept of global village, the European Union issued RoHS and WEEE directives in 2006. They mainly indicate that electronic appliances shall comply with the requirement that products and processes shall be environmentally friendly and be regenerated and recycled, which drew global attention and responses. During that time, the Company received

massive and long-term home appliances orders due to its accomplished environmentally friendly products and processes. Recently, the European Union issued another directive, requiring that building materials of surface coated products are also included in the 2017 and 2018 environmentally friendly directive. The Company will continue the consistently aggressive and rapid research and development mode to develop multiple product mix and multi-effects type of new products with surface treatment and paint suppliers. The Company will also combine the sales system of the whole supply chain with agents or forming plants, so that the products can seamlessly meet market demand and achieve another success in promotion and sales.

Future Development Strategy of the Company

In 2016, in order to achieve the vision of being the best steel maker and service provider in the world by 2018, the Company continues to promote Yieh Phui Production & Service System, YPS (YPS=TPM+MOT) management target. It has also promoted Yieh Phui Changes Activities in the past three years to cope with the ever-changing steel market. 2013 was the “first year of change” for Yieh Phui, and the annual slogan was “Following the changes of the steel trends, changing one’s thinking, daring to change”; 2014 was the “second year of change”, and the annual slogan was “Change and more changes, better than better”; 2015 was the “third year of change”, and the annual slogan was “Just as water retains no constant shape, so in warfare there are no constant conditions. Change with constantly changing conditions. Changes are normality.” After three years of promotions, change has become the culture for Yieh Phui. By reaching the milestone of winning the Advanced Special Award for TPM Achievement, the YPS activity was also transformed from “Touching Service” to “Supreme Service”. Thus, the change activities were transformed into innovation activities. We stipulate that 2015 is the first year of innovation, and – the annual slogan is “Catalyzing creativity through learning and modeling changing and improving”. The Company hopes that by borrowing and linking small excellent innovations of others, it can aggregate them as Yieh Phui's unique huge innovation and unfold the inspection of personal service contacts. Aside from marching towards the goal of satisfying customers’ demands and providing “Supreme Service”, the Company also heads towards the goal of reducing sales costs and improving profit-making capability in the operational aspect.

Aside from the steady business growth in Taiwan, the Company is also constructing the production lines that can produce 1.2 million metric tons of cold-rolled steel sheets and 400,000 metric tons of hot-dip galvannealed steel sheets for automobiles in Yieh Phui (China) located at the economic development zone in Changshu, Suzhou, Mainland China. The Company upgrades the technology level and enters the steel market for cars. The PLTCM (Pickling and Tandem Cold Mill) started pilot production in the first quarter of 2015, and the CAL (Continuous Annealing Line) also entered the production in the third quarter of 2015 while other production lines were

still under design, planning and construction. In addition to enter the new market of the Big City of Cars with annual capacity of 700,000 vehicles in the Riverside Industrial Park in Changshu, the Company also targets the steel market for vehicles and automotive parts for maintenance globally. Since Mainland China is a member of ASEAN+3, steel exported to Southeast Asia is granted tariff preference, which is more competitive compared with the tariff imposed on Taiwan’s exports to ASEAN countries. In the future, the annual production of galvanized steel sheets of Yieh Phui (China) will exceed 1.2 million metric tons, which is quite close to the maximum annual production of 1.3 metric tons of Yieh Phui in Taiwan. The combined maximum annual design capacity of Yieh Phui and Yieh Phui (China) would reach 2.5 million metric tons.

Crowe Horwath (TW) CPAs

Member Crowe Horwath International

12F, 21 Linshen 2nd Road, Kaohsiung, Taiwan R.O.C. TEL :(07)3312133 Rep. FAX: (07)3331710

Independent Auditor’s Report

Yieh Phui Enterprise Co., Ltd. ：

We have audited consolidated balance sheets of Yieh Phui Enterprise Co., Ltd. (the “Company”) and its subsidiaries as of December 31 2015 and 2014, as well as the consolidated comprehensive income statements, consolidated statements of changes in shareholders’ equity, and consolidated cash flow statements as of January 1 to December 31 of 2015 and 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. As prescribed in Note 4 (3) and 6 (10) of consolidated financial report, the financial reports of some subsidiaries and investments adopted equity method that are listed in the aforementioned consolidated report were not audited by us but audited by other CPAs instead. Thus, the amount in the financial reports of such companies expressed in our opinions on the aforementioned consolidated financial report is based on the audit report of other CPAs. The total amount of assets of such subsidiaries as of December 31 2015 and 2014 was $0 thousand and $668,479 thousand NTD (same as below), which accounted for 0% and 0.93% of total amount of consolidated assets respectively. The net operation revenue of 2015 and 2014 was both $0 thousand, accounting for 0% of net consolidated operation revenue; in addition, the investment adopted equity method to such affiliated enterprises as of December 31 2015 and 2014 was $4,956,947 thousand and $2,027,135 thousand respectively, accounting for 6.49% and 2.82% of total amount of consolidated assets respectively. The income proportion of affiliated enterprises and joint venture adopting equity method recognized in 2015 and 2014 was ($243,151) thousand and ($65,660 )thousand respectively, which accounted for 15.23% and (4.83%) of consolidated net profit before tax respectively.

We conduct our audits in accordance with GAAS, Generally Accepted Auditing Standards and “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public

Accountants.” Those standards and regulations require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.

In our opinion, based on the audit result and audit report by other CPAs, the consolidated financial report mentioned in the first paragraph presents fairly, in all material respects, the consolidated financial positions of the Company and its subsidiaries as of December 31 2015 and 2014, and the result of consolidated financial performance and cash flows from January 1 to December 31 of 2015 and 2014, in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and International Financial Report Standards (IFRSs), International Accounting Standards (IAS), interpretation and interpretation announcements approved by Financial Supervisory Commission (FSC).

As mentioned in Note 3 (1) of consolidated financial report, the Company and its subsidiaries are applicable to amended “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and 2013 IFRSs, IAS, interpretation and interpretation announcements (excluding IFRS 9) approved and promulgated for entering into effects by FSC on January 1 2015 for preparing financial reports, and the 2014 consolidated financial report is carried back and re-prepared. After audit, the attached consolidated balance sheet as of January 1 2014 was also carried back and re-prepared.

The Company already prepared 2015 and 2014 individual financial reports, and we have issued an audit report with unqualified opinion subsequent to revision for reference.

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CPA: Hsieh, Jen-Yao

Approval No. ： Jin-Guan-Zheng-Shen-Zi No.10200032833 March 21, 2016

Yieh Phui Enterprise Co., Ltd. and subsidiaries

Consolidated Balance Sheets

December 31, 2015, December 31, 2014 and January 1, 2014

Unit: Thousand NTD

December 31,2015	December 31, 2014 (Revised)	December 31,2015	December 31, 2014 (Revised)	January 1, 2014 (Revised)
Amount %	Amount %	Amount %	Amount %	Amount %
$9,588,066 13 125,778 - - - 478,561 1 1,512,992 2 767,624 1 264,088 - 167,866 - 148,637 - 18,471 - 5,788,170 8 1,809,265 2 624,487 1 ------------------ --------- $21,294,005 28 ------------------ --------- $9,999 - 52,425 - 462,213 1 16,551,393 22 36,094,705 47 901,616 1 2,702 - 563,591 1 65,616 - 89,392 - 272,339 - ------------------ --------- $55,065,991 72 ------------------ --------- $76,359,996 100 ------------------ ---------	$8,866,805 13 227,689 - - - 285,513 - 2,132,229 3 1,119,918 2 286,204 - 67,648 - 374,139 1 10,233 - 7,481,877 10 1,936,416 3 1,051,350 1 ----------------------- --------- $23,840,021 33 ----------------------- --------- $9,998 - 3,394,069 5 269,771 - 9,233,405 13 33,374,278 47 975,491 1 4,485 - 373,627 1 34,924 - 98,941 - 285,419 - ----------------------- --------- $48,054,408 67 ----------------------- --------- $71,894,429 100 ----------------------- ---------
		$12,183,919 16 763,696 1 749,098 1 932,487 1 27,473 - 30,932 - 1,070,757 1 38,622 - 104,520 - 590,278 1 1,122,293 2 ------------------- --------- $17,614,075 23 ------------------- --------- $1,509,312 2 27,028,674 36 103,213 - - - 44,068 1,047,081 1 9,728 - ------------------- --------- $29,742,076 39 ------------------- --------- $47,356,151 62 ------------------- --------- $17,180,905 23 4,673,787 6 2,448,261 3 327,757 - 608,642 1 645,189 1 ------------------- --------- $25,884,541 34 3,119,304 4 ------------------- --------- $29,003,845 38 ------------------- --------- $76,359,996 100 ------------------- ------------------- --------- ---------	$11,992,548 17 708,874 1 1,655,816 2 1,180,666 2 427,389 1 36,000 - 1,039,017 1 158,853 - 113,337 - 427,336 1 7,477,039 10 ------------------------ --------- $25,216,875 35 ------------------------ --------- $1,539,462 2 14,698,306 21 127,267 - - - 47,465 - 1,007,234 1 9,649 - ------------------------ --------- $17,429,383 24 ------------------------ --------- $42,646,258 59 ------------------------ --------- $16,680,490 24 4,627,688 6 2,324,376 3 327,757 - 2,649,026 4 381,002 1 ------------------------ --------- $26,990,339 38 2,257,832 3 ------------------------ --------- $29,248,171 41 ------------------------ --------- $71,894,429 100 ------------------------ ------------------------ --------- ---------	$11,699,767 18 788,558 1 1,280,044 2 1,150,437 1 1,119 - 18,163 - 864,778 1 207,170 - 92,670 - 510,104 1 7,350,227 12 ----------------------- ------ $23,963,037 36 ----------------------- ------ $- - 11,683,386 18 22,092 - 6,081 - - - 1,039,558 2 8,263 - ----------------------- ------ $12,759,380 20 ----------------------- ------ $36,722,417 56 ----------------------- ------ $16,353,422 25 4,622,016 8 2,247,179 3 454,837 1 2,024,206 3 116,205 - ----------------------- ------ $25,817,865 40 2,830,752 4 ----------------------- ------ $28,648,617 44 ----------------------- ------ $65,371,034 100 ----------------------- ----------------------------- ------

(Please refer to notes of consolidated financial statements)

Yieh Phui Enterprise Co., Ltd. and subsidiaries Consolidated Statements of Comprehensive Income From January 1, 2015 ~ December 31, 2015 and From January 1, 2014 ~ December 31, 2014

Unit: Thousand NTD

				Unit: Thousand NTD
Code 4000 5000 5900 6100 6200 6300 6000 6900 7010 7020 7050 7060 7000 7900 7950 8200 8311 8330 8349 8361 8362 8380 8399 8300 8500	Item Operating revenue Cost of revenue Gross profit Operating expenses Selling expenses Administrative expenses Research and development expenses Total operating expenses Income (loss) from operations Non-operating income and expenses Other income Other gains and losses Financial costs Share of profit (loss) of associates and joint ventures Total non-operating income and expenses Income (loss) before income tax Income tax expense Net income (loss) Other comprehensive income/loss (net): Items that are not re-classified as income Re-measurements of defined benefit plans Amount of other comprehensive income of subsidiaries, affiliated enterprises and joint ventures that is recognized by adopting the equity method Income tax items, which are related to items that are not re-classified, that may be re-classified as income afterwards: Exchange differences resulting from translating the financial statements of foreign operations Unrealized valuation gains and losses from available-for-sale financial assets Amount of other comprehensive income of subsidiaries, affiliated enterprises and joint ventures that is recognized by adopting the equity method income tax related to items that may be re-classified as income Total other comprehensive income/loss (net) Total comprehensive income for the year	Note 6(30) 6(7) 6(31) 6(32) 6(34) 6(35) 6(36)	2015 Amount % $49,784,834 100 46,080,342 92 ----------------------- ----------- $3,704,492 8 1,866,832 4 890,841 2 85,142 - ----------------------- ----------- $2,842,815 6 ----------------------- ----------- $861,677 2 ----------------------- ----------- $394,702 1 -336,830 -1 -850,919 -2 -1,665,345 -3 ----------------------- ----------- $-2,458,392 -5 ----------------------- ----------- $-1,596,715 -3 18,122 - ----------------------- ----------- $-1,614,837 -3 ----------------------- ----------- $-66,341 - -23,220 - -8,801 - -108,159 - 223,374 - 126,291 - -29,365 - ----------------------- ----------- $190,111 - ----------------------- ----------- $-1,424,726 -3 ----------------------- ----------------------- ----------- -----------	2014
				Amount %
				$60,567,319 100 56,131,236 93 ---------------------- ------------ $4,436,083 7 2,039,057 4 880,485 1 74,538 - ---------------------- ------------ $2,994,080 5 ---------------------- ------------ $1,442,003 2 ---------------------- ------------ $323,676 1 434,377 1 -904,339 -1 64,601 - ---------------------- ------------ $-81,685 1 ---------------------- ------------ $1,360,318 3 419,284 1 ---------------------- ------------ $941,034 2 ---------------------- ------------ $21,768 - -28,861 - 1,752 - 658,751 1 -151,017 -109,002 - 113,867 1 ---------------------- ------------ $276,020 - ---------------------- ------------ $1,217,054 2 ---------------------- ---------------------- ------------ ------------

	Net income (loss) attributable to:
8610	Owners of the parent (profit/loss)		$-953,786	-2	$1,238,852	2
8620	Non-controlling interests (profit/loss)		-661,051	-1	-297,818	-
			-----------------------	-----------	----------------------	------------
8600	Total		$-1,614,837	-3	$941,034	2
			-----------------------	-----------	----------------------	------------
	Total comprehensive income attributable to:
8710	Owners of the parent (profit/loss)		$-761,465	-2	$1,498,222	2
8720	Non-controlling interests (profit/loss)		-663,261	-1	-281,168	-
			-----------------------	-----------	----------------------	------------
8700	Total		$-1,424,726	-3	$1,217,054	2
			-----------------------	-----------	----------------------	------------
	Basic earnings per share
9750	Basic earnings per share	6(37)	$-0.56		$0.72
			-----------------------		----------------------
			-----------------------		----------------------

(Please refer to notes of consolidated financial statements)

Yieh Phui Enterprise Co., Ltd. and subsidiaries Consolidated Statements of Changes in Equity From January 1, 2015 ~ Decamber 31, 2015 and From January 1, 2014 ~ Decamber 31, 2014

Unit: Thousand NTD

									Unit: Th
Item Balance at January 1, 2014 Earnings appropriation and distribution Set aside legal surplus reserve Cash dividends of ordinary shares Shares dividends of ordinary shares Special surplus reserve reversal Total Net profit (loss) of the term Other comprehensive income of the term Total comprehensive income of the term Variation of affiliated enterprises and joint ventures recognized by adopting the equity method Equity changes on the ownership of subsidiaries Non-controlling equity Balance at December 31, 2014				Equityattributable to own	ers of theparent		Equity directly related to available-for-sale assets - non-current - - - - - - - $-9,217 $-9,217 - - - $-9,217	Non-controlling interests $2,830,752 - - - - - $-297,818 16,650 $-281,168 $2,676 306 -294,734 $2,257,832	Total equity
	Share capital Common share capital $16,353,422 - - 327,068 - $327,068 - - - - - - $16,680,490	Capital surplus $4,622,016 - - - - - - - - $5,672 - - $4,627,688		Retained earnings Special reserve Unappropriated earnings $454,837 $2,024,206 - -77,197 - -327,068 - -327,068 -127,080 127,080 $-127,080 $-604,253 - $1,238,852 - -5,427 - $1,233,425 - $-4,046 - -306 - - $327,757 $2,649,026		Other equity
			Legal reserve $2,247,179 77,197 - - - $77,197 - - - - - - $2,324,376	Special reserve $454,837 - - - -127,080 $-127,080 - - - - - - $327,757	Exchange difference from translating the financial statements of foreign operations $73,486 - - - - - - $551,990 $551,990 - - - $625,476	Unrealized gain (loss) on available-for-sale financial assets $42,719 - - - - - - $-277,976 $-277,976 - - - $-235,257
									$28,648,617 - -327,068 - - $-327,068 $941,034 276,020 $1,217,054 $4,302 - -294,734 $29,248,171

Earnings appropriation and
distribution:
Set aside legal surplus reserve	-	-	123,885	-	-123,885	-	-	-	-	-
Cash dividends of ordinary	-	-	-	-	-333,610	-	-	-	-	-333,610
shares
Shares dividends of ordinary	500,415	-	-	-	-500,415	-	-	-	-	-
shares
Total	$500,415	-	$123,885	-	$-957,910	-	-	-	-	$-333,610
Net profit (loss) of the term	-	-	-	-	$-953,786	-	-	-	$-661,051	$-1,614,837
Other comprehensive income of	-	-	-	-	-71,866	$-42,009	$289,899	$16,297	-2,210	190,111
the term
Total comprehensive income of	-	-	-	-	$-1,025,652	$-42,009	$289,899	$16,297	$-663,261	$-1,424,726
the term
Variation of affiliated	-	$9,924	-	-	$-45,340	-	-	-	$-2,244	$-37,660
enterprises and joint ventures
recognized by adopting the
equity method
Differences between the share	-	36,175	-	-	-	-	-	-	-36,175	-
price of actual acquisitions or
disposition of subsidiaries’
equities and the book value
Equity changes on the	-	-	-	-	-11,482	-	-	-	11,482	-
ownership of subsidiaries
Non-controlling equity	-	-	-	-	-	-	-	-	1,551,670	1,551,670
Balance at March 31, 2014	$17,180,905	$4,673,787	$2,448,261	$327,757	$608,642	$583,467	$54,642	$7,080	$3,119,304	$29,003,845

==> picture [624 x 5] intentionally omitted <==

(Please refer to notes of consolidated financial statements)

Yieh Phui Enterprise Co., Ltd. and subsidiaries Consolidated Statements of Cash Flows

From January 1, 2015 ~ Decamber 31, 2015 and From January 1, 2014 ~ Decamber 31, 2014

Unit: Thousand NTD

		Unit: Thousand NTD
Item Cash flows from operating activities Income (loss) before income tax Adjustments for: Income and expenses that do not affect cash flows: Depreciation Amortization Bad debt expenses (revenue reclassified) Net loss (gain) of financial assets and liabilities at fair value Interest expense Interest income Dividend income Loss (gain) from affiliates and joint ventures under equity method Loss (gain) on disposal of property, plant and equipment Expense transferred from property, plant and equipment Loss (gain) on disposal of non-current assets held for sale Loss (gain) on disposal of investment Impairment loss on financial assets Impairment loss on non-financial assets Gain from bargain purchase Realized gain (loss) from sale Others Total income and expenses that do not affect cash flows Changes in operating assets and liabilities Net changes in operating assets Decrease (increase) in financial assets held for trading Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable - related parties Decrease (increase) in amounts due from customers for construction contracts Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other financial assets Total net changes in operating assets Net changes in operating liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in accounts payable - related parties Decrease (increase) in amounts due to customers for construction contracts Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in advance receipts Increase (decrease) accrued pension liabilities Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments	2015 $-1,596,715 1,503,750 1,781 105 -13,055 850,919 -72,292 -12,323 1,665,345 38,373 49,627 - -10,910 2,668 886,644 -527,995 -217 - $4,362,420 $123,250 -193,222 628,784 353,355 -78,102 203,154 1,709,375 131,314 426,863 $3,304,771 $-906,718 -253,437 -399,916 -5,068 -1,083 -9,039 162,942 -26,494 $-1,438,813 $1,865,958 $6,228,378	2014
		$1,360,318 1,465,649 1,891 392 -239,478 904,339 -90,735 -17,424 -64,601 30,685 12,862 -234,199 -32,427 - 128,509 - -217 94 $1,865,340 $-551,389 1,012,028 -342,907 -569,270 -190,489 -131,083 36,682 -377,129 -184,285 $-1,297,842 $375,772 28,969 -23,030 17,837 87,191 20,197 -97,812 -10,556 $398,568 $-899,274 $966,066

(Continued on next page)

(Continued) Cash generated from (used in) operations $4,631,663 $2,326,384 Interest received 86,463 90,370 Dividends received 23,423 69,024 Interest paid -874,830 -939,575 Income tax return (paid) -318,879 -453,812 Net cash generated from (used in) operating activities $3,547,840 $1,092,391 Cash flows from investing activities:	(Continued) Cash generated from (used in) operations $4,631,663 $2,326,384 Interest received 86,463 90,370 Dividends received 23,423 69,024 Interest paid -874,830 -939,575 Income tax return (paid) -318,879 -453,812 Net cash generated from (used in) operating activities $3,547,840 $1,092,391 Cash flows from investing activities:	(Continued) Cash generated from (used in) operations $4,631,663 $2,326,384 Interest received 86,463 90,370 Dividends received 23,423 69,024 Interest paid -874,830 -939,575 Income tax return (paid) -318,879 -453,812 Net cash generated from (used in) operating activities $3,547,840 $1,092,391 Cash flows from investing activities:
Acquired available-for-sale financial assets	$-18,373	$-34,160
Acquired financial assets measured by costs	-292,442	-15,000
Disposed of financial assets measured by costs	97,576	-
Acquired from capital reduction by refunding capital stock of financial assets measured by costs - 25,243
Investment adopting equity method	-2,307,193	-588,135
Acquired subsidiaries (deducting cash acquired)	98,742	-398,814
Disposed of subsidiaries	-89,271	-
Capital reduction by refunding capital stock of investee companies adopting equity measures - 363,798
Acquired real estate, plants and equipment	-5,329,442	-4,703,367
Disposed of real estate, plants and equipment	1,713	33,461
Refundable deposits increased	-29,863	-10,052
Disposed of investment property	-	442,643
Other financial assets increased	-	-61,941
Other financial assets decreased	9,549	-
Other non-current assets increased	-	-6,948
Other non-current assets decreased	13,080	-
Net cash from(used in)investingactivities	$-7,845,924	$-4,953,272
Cash flows from financial activities:
Short-term loans increased	$-	$292,781
Short-term loans decreased	-630,629	-
Short-term bills payables increased	55,000	-
Short-term bills payables decreased	-	-80,000
Issued corporate bonds	-	1,551,720
Repaid corporate bonds	-	-1,344,338
Borrowed long-term loans	14,740,591	11,513,881
Repaid long-term loans	-8,741,797	-6,977,559
Guarantee deposits increased	79	1,386
Other financial liabilities increased	-	1,173
Other financial liabilities decreased	-7,254	-
Other non-current liabilities decreased	-3,501	-
Distributed cash dividends	-333,610	-327,068
Changes in non-controlling equity	-193,136	-294,734
Net cash generated from (used in) financial activities $4,885,743 $4,337,242 Effect of exchange rate changes on cash and cash equivalents $133,602 $209,478 Increase (decrease) in cash and cash equivalents $721,261 $685,839 Cash and cash equivalents, beginning of year 8,866,805 8,180,966 Cash and cash equivalents, end of year $9,588,066 $8,866,805

(Please refer to notes of consolidated financial statements)

Crowe Horwath (TW) CPAs Member Crowe Horwath International

12F, 21 Linshen 2nd Road, Kaohsiung, Taiwan R.O.C. TEL :(07)3312133 Rep. FAX: (07)3331710

Independent Auditor’s Report

Yieh Phui Enterprise Co., Ltd. ：

We have audited individual balance sheet of Yieh Phui Enterprise Co., Ltd. (the “Company”) as of December 31 2015 and 2014, as well as the individual comprehensive income statement, individual statement of changes in shareholders’ equity, and individual cash flow statement as of January 1 to December 31 of 2015 and 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. As prescribed in Note 6 (9) of individual financial report, the investments adopted equity method that are listed in the aforementioned individual financial report were not audited by us but audited by other CPAs instead. Thus, the amount in the financial reports of such companies expressed in our opinions on the aforementioned consolidated financial report is based on the audit report of other CPAs. The total amount of investment adopted equity method to such affiliated enterprises as of December 31 2015 and 2014 was $3,808,043 thousand and $2,457,429 thousand respectively, accounting for 8.40% and 5.51% of total amount of assets respectively. The income proportion of affiliated enterprises and joint venture adopting equity method recognized in 2015 and 2014 was ($189,732) thousand and ($93,227) thousand respectively, which accounted for 17.82% and( 6.61%) of net profit before tax respectively.

We conduct our audits in accordance with auditing standards generally accepted and “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants.” Those standards and regulations require that we plan and perform the audit to obtain reasonable assurance about whether the individual financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosure in the individual financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.

In our opinion, based on the audit result and audit report by other CPAs, the individual financial report mentioned in the first paragraph presents fairly, in all material respects, the

individual financial position of the Company and its subsidiaries as of December 31 2015 and 2014,

and the result of individual financial performance and cash flows from January 1 to December 31 of 2015 and 2014, in conformity with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Crowe Horwath (TW) CPAs CPA ： Tsai, Shu-Man

CPA: Hsieh, Jen-Yao

Approval No. ： Jin-Guan-Zheng-Shen-Zi No.10200032833 March 21, 2016

Yieh Phui Enterprise Co., Ltd. Individual Balance Sheets December 31, 2015 and December 31, 2014

Unit: Thousand NTD

Code Assets Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1190 Amounts due from customers for construction contracts	Note	December 31,2015	December 31,2014 Amount % $544,208 1 213,367 - 15,494 - 1,343,200 3 908,936 2 286,204 1 102,750 - 184,373 - - - 2,936,942 8 129,218 - 60,685 - ----------------------- --------- $6,725,377 15 ----------------------- --------- $9,998 - 3,332,252 7 267,629 1 23,678,871 54 8,824,415 20 1,522,598 3 111,452 - 4,125 - 37,857 - 85,100 - ----------------------- --------- $37,874,297 85 ----------------------- --------- $44,599,674 100 ----------------------- ---------	December 31,2015	December 31,2014
		Amount %		Amount %	Amount % $8,771,913 20 489,661 1 535,548 2 708,441 2 36,725 - 438,685 1 61,726 - 70,525 - 140,862 - 3,260,040 7 ------------------------ --------- $14,514,126 32 ------------------------ --------- $2,313,840 6 126,083 - 653,286 1 2,000 - ------------------------ --------- $3,095,209 7 ------------------------ --------- $17,609,335 39 ------------------------ --------- $16,680,490 38 4,627,688 10 2,324,376 5 327,757 1 2,649,026 6 381,002 1 ------------------------ --------- $26,990,339 61 ------------------------ --------- $44,599,674 100
	6(1) 6(2) 6(3) 6(4) 7 6(5)	$1,753,811 4 100,107 - 48,443 - 951,132 2 449,474 1 264,088 1
				$7,909,065 17 439,587 1 604,833 1 515,536 1 30,932 - 451,782 2 - - 75,851 - 358,153 1 291,200 1 ------------------- --------- $10,676,939 24 ------------------- --------- $7,986,274 18 100,664 - 676,491 1 2,000 - ------------------- --------- $8,765,429 19 ------------------- --------- $19,442,368 43 ------------------- --------- $17,180,905 39 4,673,787 10 2,448,261 5 327,757 1 608,642 1 645,189 1 ------------------- --------- $25,884,541 57 ------------------- --------- $45,326,909 100
1195 Amounts due from customers for construction contracts - related parties	6(5),7	184,524 -	102,750 -

1200 Other receivable	6(6)	77,483 -	184,373 -
1220 Current tax assets		6,558 -	- -
1300 Inventories	6(7)	2,193,707 6	2,936,942 8
1410 Prepayments	6(8)	206,729 -	129,218 -
1476 Other financial assets - current	8	55,066 -	60,685 -
		------------------ ---------	----------------------- ---------
11XX Total current assets		$6,291,122 14	$6,725,377 15
		------------------ ---------	----------------------- ---------
Non-current assets
1510 Financial assets at fair value through profit or loss - non-current	6(2)	$9,999 -	$9,998 -

1523 Available-for-sale financial assets - non-current	6(10)	52,425 -	3,332,252 7

1543 Financial assets carried at cost - non-current	6(11)	460,071 1	267,629 1

1550 Investment in equity method	6(9)	27,874,922 61	23,678,871 54
1600 Property, plant and equipment	6(12)	8,939,016 20	8,824,415 20
1760 Investment properties, net	6(13)	1,288,006 3	1,522,598 3
1840 Deferred income tax assets	6(31)	275,511 1	111,452 -
1920 Refundable deposits		5,715 -	4,125 -
1980 Other financial assets - non-current	6(14)	47,422 -	37,857 -

1985 Long term prepaid rental	6(15)	82,700 -	85,100 -
		------------------ ---------	----------------------- ---------
15XX Total non-current assets		$39,035,787 86	$37,874,297 85

		------------------ ---------	----------------------- ---------
1XXX Totalassets		$45,326,909 100	$44,599,674 100
		------------------ ---------	----------------------- ---------

Yieh Phui Enterprise Co., Ltd. Individual Statements of Comprehensive Income From January 1, 2015 ~ December 31, 2015 and From January 1, 2014 ~ December 31, 2014

Unit: Thousand NTD

				Unit: Thousand NTD
Code 4000 5000 5900 6100 6200 6000 6900 7010 7020 7050 7070 7000 7900 7950 8200	Item Operating revenue Cost of revenue Gross profit Operating expenses Selling expenses Administrative expenses Total operating expenses Income (loss) from operations Non-operating income and expenses Other income Other gains and losses Financial costs Amount of income of subsidiaries, affiliated enterprises and joint ventures that is recognized by adopting the equity method Total non-operating income and expenses Income (loss) before income tax Income tax expense Net income (loss) Other comprehensive income/loss (net):	Note 6(26) 6(7) 6(27) 6(28) 6(30) 6(31)	2015 Amount % $22,223,598 100 20,354,559 91 ----------------------- ----------- $1,869,039 9 959,146 4 351,235 2 ----------------------- ----------- $1,310,381 6 ----------------------- ----------- $558,658 3 ----------------------- ----------- $276,232 1 502,611 2 -319,100 -1 -2,083,059 -9 ----------------------- ----------- $-1,623,316 -7 ----------------------- ----------- $-1,064,658 -4 -110,872 - ----------------------- ----------- $-953,786 -4 ----------------------- -----------	2014
				Amount %
				$29,202,735 100 26,980,970 92 ---------------------- ------------ $2,221,765 8 1,106,788 4 380,773 1 ---------------------- ------------ $1,487,561 5 ---------------------- ------------ $734,204 3 ---------------------- ------------ $230,376 1 484,359 1 -303,943 -1 264,413 1 ---------------------- ------------ $675,205 2 ---------------------- ------------ $1,409,409 5 170,557 1 ---------------------- ------------ $1,238,852 4 ---------------------- ------------
	Items that are not re-classified as income
8311	Re-measurements of defined benefit plans		$-50,938 -	$28,330 -
8330	Amount of other comprehensive income of subsidiaries, affiliated enterprises and joint ventures that is recognized by adopting the equity method		-29,730 -	-30,473 -
8349	Income tax items, which are related to items that are not re-classified, that may be re-classified as income afterwards:		-8,802 -	3,284 -
8362	Unrealized valuation gains and losses from available-for-sale financial assets		223,374 1	-149,312 -1
8380	Amount of other comprehensive income of subsidiaries, affiliated enterprises and joint ventures that is recognized by adopting the equity method		12,054 -	527,217 2
8399	income tax related to items that may be re-classified as income		-28,759 -	113,108 -
8300 8500 9750	Total other comprehensive income/loss (net) Total comprehensive income for the year Basic earnings per share Basic earnings per share	6(32) 6(33)	$192,321 1 $-761,465 -3 $-0.56	$259,370 1 $1,498,222 5 $0.72

(Please refer to notes of consolidated financial statements)

Yieh Phui Enterprise Co., Ltd.

Individual Statements of Changes in Equity From January 1, 2015 ~ Decamber 31, 2015 and From January 1, 2014 ~ Decamber 31, 2014

Unit: Thousand NTD

								Unit:	Thousand NTD
Item Balance at January 1, 2014				Equityattributable to owne		rs of theparent		Equity directly related to available-for-sale assets - non-current	Total equity
	Share capital Common share capital $16,353,422	Capital surplus $4,622,016		Retained earnings Special reserve Unappropriated earnings $454,837 $2,024,206			Other equity
			Legal reserve $2,247,179	Special reserve $454,837		Exchange difference from translating the financial statements of foreign operations $73,48 6	Unrealized gain (loss) on available-for-sale financial assets $42,719
									$25,817,865
Earnings appropriation and distribution								-
Set aside legal surplus reserve	-	-	77,19 7	-	-77,19 7	-	-	-	-
Cash dividends of ordinaryshares	-	-	-	-	-327,06 8	-	-	-	-327,068
Shares dividends of ordinaryshares	327,068	-	-	-	-327,068	-	-	-	-
Special surplus reserve reversal	-	-	-	-127,080	127,080	-	-	-	-
Total	$327,0 6 8	-	$77,197	$-127,080	$-604,253	-	-	-	$-327,068
Netprofit(loss)of the term	-	-	-	-	$1,238,852	-	-	-	$1,238,852
Other comprehensive income of the term	-	-	-	-	-5,427	$551,990	$-277,976	$-9,217	259,370

Total comprehensive income of the term	-	-	-	-	$1,233,425	$551,990	$-277,976	$-9,217	$1,498,222

Variation of affiliated enterprises and joint ventures recognized by adopting the equitymethod	-	$5,672	-	-	$-4,046	-	-	-	$1,626

Equity changes on the ownership of subsidiaries	-	-	-	-	-306	-	-	-	-306

Balance at December 31,2014	$16,680,490	$4,627,688	$2,324,376	$327,757	$2,649,026	$625,476	$-235,257	$-9,217	$26,990,339
Earnings appropriation and distribution:
Set aside legal surplus reserve	-	-	123,88 5	-	-123,88 5	-	-	-	-
Cash dividends of ordinary shares	-	-	-	-	-333,61 0	-	-	-	-333,610
Shares dividends of ordinary shares	500,415	-	-	-	-500,41 5	-	-	-	-

Total	$500,415	-	$123,885	-	$-957,910	-	-	-	$-333,610
Net profit (loss) of the term	-	-	-	-	$-953,786	-	-	-	$-953,786
Other comprehensive income of the term	-	-	-	-	-71,866	$-42,009	$289,899	$16,297	192,321

Total comprehensive income of the term	-	-	-	-	$-1,025,652	$-42,00 9	$289,89 9	$16,297	$-761,465

Variation of affiliated enterprises and joint ventures recognized by adopting the equitymethod	-	$9,924	-	-	$-45,340	-	-	-	$-35,416

Differences between the share price of actual acquisitions or disposition of subsidiaries’ equities and the book value	-	36,175	-	-	-	-	-	-	36,175

Equity changes on the ownership of subsidiaries	-	-	-	-	-11,48 2	-	-	-	-11,482

Balance at March 31, 2014	$17,180,905	$4,673,787	$2,448,261	$327,757	$608,642	$583,467	$54,642	$7,080	$25,884,541

==> picture [650 x 5] intentionally omitted <==

(Please refer to notes of consolidated financial statements)

Yieh Phui Enterprise Co., Ltd.

Individual Statements of Cash Flows

From January 1, 2015 ~ Decamber 31, 2015 and

From January 1, 2014 ~ Decamber 31, 2014

Unit: Thousand NTD

		Unit: Thousand NTD
Item Cash flows from operating activities Income (loss) before income tax Adjustments for: Revenue expense items that do not affect the cash flows: Depreciation Net loss (gain) of financial assets and liabilities at fair value Interest expense Interest income Dividend income Loss (gain) from affiliates and joint ventures under equity method Amount of loss (interest) of subsidiaries, affiliated enterprises and joint ventures that is recognized by adopting the equity method Loss (gain) on disposal of property, plant and equipment Expense transferred from property, plant and equipment Loss (gain) on disposal of non-current assets held for sale Loss (gain) on disposal of investment Impairment loss on non-financial assets Gain from bargain purchase Others Total income and expenses that do not affect cash flows Changes in operating assets and liabilities Net changes in operating assets Decrease (increase) in financial assets held for trading Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable - related parties Decrease (increase) in amounts due from customers for construction contracts Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other financial assets Total net changes in operating assets Net changes in operating liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Decrease (increase) in amounts due to customers for construction contracts Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in advance receipts Increase (decrease) accrued pension liabilities Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments	2015 $-1,064,658 501,676 -10,787 319,100 -2,425 -11,948 2,083,059 - 26,479 20,907 - -17,764 - -500,705 21,179 $2,428,771 $132,221 -33,124 391,182 460,523 -59,658 84,907 738,139 -77,511 5,619 $1,642,298 $69,285 -192,905 -5,793 664 5,326 217,291 -27,733 $66,135 $1,708,433 $4,137,204	2014
		$1,409,409 545,632 -223,991 303,943 -8,374 -17,015 - -264,413 21,073 5,266 -233,920 -29,538 70,671 - -501 $168,833 $-607,355 -7,793 -448,281 -452,237 -225,143 -2,760 493,466 -25,123 - $-1,275,226 $-124,214 18,664 18,562 -10,105 2,846 -203,554 -17,405 $-315,206 $-1,590,432 $-1,421,599

(Continued on next page)

(Continued) Cash generated from (used in) operations $3,072,546 $-12,190 Interest received 16,231 8,224 Dividends received 23,048 68,615 Interest paid -325,496 -296,978	(Continued) Cash generated from (used in) operations $3,072,546 $-12,190 Interest received 16,231 8,224 Dividends received 23,048 68,615 Interest paid -325,496 -296,978	(Continued) Cash generated from (used in) operations $3,072,546 $-12,190 Interest received 16,231 8,224 Dividends received 23,048 68,615 Interest paid -325,496 -296,978
Income tax return(paid)	-109,329	-204,784
Net cashgenerated from(used in)operatingactivities	$2,677,000	$-437,113
Cash flows from investing activities:
Acquired available-for-sale financial assets	$-18,373	$-
Acquired financial assets measured by costs	-292,442	-15,000
Disposed of financial assets measured by costs	97,576	-
Acquired from capital reduction by refunding capital stock of financial assets measured by costs - 25,243
Investment adopting equity method	-3,547,970	-847,765
Capital reduction by refunding capital stock of investee companies adopting equity measures 1,250,651 227,620
Acquired real estate, plants and equipment	-417,626	-629,951
Disposed of real estate, plants and equipment	-	516
Refundable deposits increased	-1,590	-8
Disposed of investment property	-	442,021
Other financial assets increased	-9,565	-857
Other non-current assets decreased	2,400	2,606
Net cash from(used in)investingactivities	$-2,936,939	$-795,575
Cash flows from financial activities:
Short-term loans increased	$-	$1,747,579
Short-term loans decreased	-862,848	-
Short-term bills payables decreased	-50,000	-50,000
Borrowed long-term loans	7,180,000	850,000
Repaid long-term loans	-4,464,000	-1,953,500
Distributed cash dividends	-333,610	-327,068
Net cashgenerated from (used in) financial activities	$1,469,542	$267,011
Increase (decrease) in cash and cash equivalents	$1,209,603	$-965,677
Cash and cash equivalents, beginning of year 544,208 1,509,885 Cash and cash equivalents, end of year $1,753,811 $544,208

==> picture [219 x 4] intentionally omitted <==

2. Supervisors’ Review Report on 2015 Financial Statements

Supervisors’ Review Report of Yieh Phui Enterprise Co., Ltd

The Board of Directors presented the 2015 Business Report of the Company, Table of Loss Subsidization, and Financial Report (including consolidated balance sheets, consolidated comprehensive income statements, consolidated statements of changes in shareholders’ equity, consolidated cash flow statement and individual financial report) audited by CPA Tasi, Shu-Man and CPA Hsieh, Jen-Yao of Crowe Horwath (TW) CPAs. The 2015 independent auditor’s report presented by Crowe Horwath (TW) CPAs claimed that the audit is complete and it presents fairly the financial position and operation performance of the Company. After review, we believe the audit is true and thus attach the independent auditor’s report made by Crowe Horwath (TW) CPAs above.

Yieh Phui Enterprise Co., Ltd

2016 Shareholders’ Meeting

Supervisor ： Hsin Yang Investment Development Enterprise Ltd Representative ： Cheng, Jen-Ying Supervisor ： Hsin Yang Investment Development Enterprise Ltd Representative ： Chang, Hung-Chin March 21, 2016

3. Amendment to the “Rules of Procedure for Meetings of the Board of Directors”

Description ： 1. Amending the “Rules of Procedure for Meetings of the Board of Directors” of the Company in accordance with Letter Jin-Guan-Zheng-Fa-Zi No. 10200531121 of FSC dated December 31, 2013, which replaces supervisors with audit committee.
Comparison table of amended articles and full content of “Rules of Procedure for Meetings of the Board of Directors” of the Company (Please refer to Annex 3 and 4 for details).

4. Stipulation of “Ethical Corporate Management Best Practice Principles”

Description ： The Company stipulates “Ethical Corporate Management Best Practice Principles” in accordance with Letter Jin-Guan-Zheng-Fa-Zi No. 1030039898 of FSC dated October 31, 2014 (Please refer to Annex 5 for details).

IV. Proposals

Proposal 1 ： Proposed by the Board of Directors

Subject ： Proposal of 2015 Financial Statements

Description ： 1. Please refer to the Handbook for 2015 Business Report, individual financial report and consolidated financial report of the Company.

Individual financial report and consolidated financial report mentioned above were audited by CPA Tsai, Su-Man and CPA Hsieh, Ren-Yao of Crowe Horwath (TW) CPAs, who presented independent auditor’s report and reviewed by supervisors. 3. We hereby propose for approval.

Resolution ：

Proposal 2 ： Proposed by the Board of Directors

Subject ： Proposal of 2015 loss subsidization

Description ： The 2015 Table of Loss Subsidization drafted by the Company is as follows ： Yieh Phui Enterprise Co., Ltd

Table of Loss Subsidization 2015

Unit: NTD

Item Amount

Undistributed earnings at the beginning of the term 1,691,116,707

－： Re-measure amount of confirmed benefit plans (71,866,109) recognized as retained earnings

－： Variation of affiliated enterprises and joint (45,339,503) ventures recognized adopting equity method －： Change of ownership equity of subsidiaries (11,482,595) －： Net loss after tax of this term (953,786,569)

Undistributed earnings by the end of the term 608,641,931

： Shareholders’ dividend bonus will not be distributed this time.

Resolution ：

V. Discussion

Proposal 1 ： Proposed by the Board of Directors

Subject ： Amendment to the “Operation Procedures for Loaning Funds and Endorsements and Guarantees” of the Company

Description ： 1. In order to cope with the business demand of the Company and regulations provided by Letter Jin-Guan-Zheng-Fa-Zi No. 10200531121 of FSC dated December 31, 2013, “Operation Procedures for Loaning Funds and Endorsements and Guarantees” of the Company is amended, which replaces supervisors with audit committee.
Comparison table of amended articles and full content of “Operation Procedures for Loaning Funds and Endorsements and Guarantees” of the Company (Please refer to Annex 6 and 7 for details).

Resolution ：

Proposal 2 ： Proposed by the Board of Directors

Subject ： Amendment to the “Rules of Procedure for Shareholders’ Meeting” of the Company

Description ： 1. Amending the “Rules of Procedure for Shareholders’ Meeting” of the Company in accordance with Letter Jin-Guan-Zheng-Fa-Zi No. 10200531121 of FSC dated December 31, 2013, which replaces supervisors with audit committee.
Comparison table of amended articles and full content of “Rules of Procedure for Shareholders’ Meeting” of the Company (Please refer to Annex 8 and 9 for details).

Resolution ：

Proposal 3 ： Proposed by the Board of Directors

Subject ： Amendment to the “Rules for Election of Directors” of the Company

Description ： 1. In order to cope with the business demand of the Company and regulations, “Rules for Election of Directors” of the Company is amended.

Comparison table of amended articles and full content of “Rules for Election of Directors” of the Company (Please refer to Annex 10 and 11 for details).

Resolution ：

Proposal 4 ： Proposed by the Board of Directors

Subject ： Amendment to the “Operational Procedures for Acquisition and Disposal of Assets” of the Company

Description ： 1. In order to cope with the business demand of the Company and regulations provided by Letter Jin-Guan-Zheng-Fa-Zi No. 10200531121 of FSC dated December 31, 2013, “Operational Procedures for Acquisition and Disposal of Assets” of the Company is amended, which replaces supervisors with audit committee.

Comparison table of amended articles and full content of “Operational Procedures for Acquisition and Disposal of Assets” of the Company (Please refer to Annex 12 and 13 for details).

Resolution ：

Proposal 5 ： Proposed by the Board of Directors

Subject ： Amendment to the “Articles of Incorporation” of the Company

Description ： 1. Due to the business demand, the Company amended Article 27, 31, 32 and 36 of “Articles of Incorporation” of the Company.
Comparison table of amended articles and full content of “Articles of Incorporation” of the Company (Please refer to Annex 14 and 15 for details).

Resolution ：

VI. Election Matters

Proposal 1 ： Proposed by the Board of Directors Subject ： Re-election of directors

Description : 1. Article 18 of “Articles of Incorporation” of the Company requires that the Company shall have 7 directors (including 3 independent directors) adopting candidate nomination system and directors shall be elected by the shareholders’ meeting from among the persons with disposing capacity. Directors serve a three-year term and may be re-elected, and the minimum shareholding ratio of directors shall comply with regulations of FSC.
Directors of the current term took office on June 20, 2013, and the term will be expired on June 19, 2016. Thus, we are planning the re-election.
The term of new directors will start from June 22, 2016 until June 21, 2019.
In accordance with Paragraph 4, 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 3% or more of the paid-in capital of the Company.
The re-election of directors was conducted in accordance with “Regulations Governing the Election of Directors”.

Election result ：

List of Candidates for Directors Nominated by Shareholders We hereby propose the list of candidates for directors in accordance with Article 192-1 of Company Act ：

No.	Account No.	Name	Education and Experience	Shares Held
1	81896	Kuo Chiao Investment & Development Co., Ltd. Representative： Lin I-Shou	Current position： Chairman of Yieh United Steel Corp. and Yieh Phui Enterprise Co., Ltd Experience： Chairman of Yieh Hsing Enterprise Co., Ltd	55,557,334
2	81896	Kuo Chiao Investment & Development Co., Ltd. Representative： Wu Lin- Maw	Current position： President of Yieh Phui Enterprise Co., Ltd, Chairman of Yieh Hsing Enterprise Co., Ltd Education： EMBA of National Sun Yat-sen University Department of Materials Science and Engineering Experience： Vice President-Global Marketing and Sales of Yieh Phui Enterprise Co.,Ltd	55,557,334
3	81896	Kuo Chiao Investment & Development Co., Ltd. Representative：	Current position： Chairman of E United Group Purchase Management Committee and Special Assistant to the Chairman Education： Department of Industrial Management, National Cheng	55,557,334

		Liang Pyng - Yeong	Kung University Experience： Vice Executive Director of General Administration Office of Yieh United Group, President of Yieh United Steel Corp., Senior Consultant and Special Assistant to the Chairmanof YiehUnited SteelCorp.
4	81896	Kuo Chiao Investment & Development Co., Ltd. Representative： Huang Ching-Tsung	Current position： Chairman of Jiayuan Investment Co., Ltd, Director of Hsin Long Investment Co., Ltd, Director of Lien Shuo Investment Co., Ltd Education： Department of Accounting, Feng Chia University Experience： Special Assistant of Eliter InternationalCorp.	55,557,334
5	(Independent Director)	Sun Chin-Su	Current position： Chairman of Li Xin Management Consulting Corp. Director of Yon Huei Corporate Management Consulting Corp. Chairman of Zi Chian Co., Ltd Independent Director of Co-Tech Development Corporation Independent Director of Yieh Hsing Enterprise Co., Ltd Education： Department of Accounting, National Cheng Kung University Experience： Practice CPA in the Republic of China for more than 40 years President of Kaohsiung City CPA Association Director of National CPA Association of the Republic of China SupervisorofCPA Associationof Taiwan Province	0
6	(Independent Director)	Hsieh Ching-Huei	Current position： Chairman of Chun Cheng Attorneys-at-Law Education： M.A., Department of Law, National Chung Hsing University Experience： Practice lawyer for more than 20 years Prosecutor, Taiwan Hsinchu District Prosecutor Office Judge, Taiwan Kaohsiung District Court Chairman of Kaohsiung Bar Association The Third term of the member of Control Yuan Director of Legal Aid Foundation Kaohsiung and PenghuBranches	0
7	(Independent Director)	Yang Der-Yuan	Current position： Professor of Department of Money and Banking, National Kaohsiung First University of Science and Technology Education： Doctor Degree in Economics, UC Santa Barbara Experience：	0

Teaching Assistant, Department of Economics, UC Santa Barbara Deputy Director of Department of Money and Banking, National Kaohsiung First University of Science and Technology Director of Department of Finance, National Kaohsiung First University of Science and Technology Director of Department of Money and Banking, National Kaohsiung First University of Science and Technology

VII. Other Matters

Proposal 1 ： Proposed by the Board of Directors

Subject ： Release the Prohibition on Directors from Participation in Competitive Business

Description ： 1. In accordance with Article 209 of 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.

In order to avoid the impact on the investment development of the Company’s directors, we plan to release the prohibition on all directors from participation in competitive business.
Positions within the scope of releasing the prohibition on all directors from participation in competitive business (Please refer to Note 16 for detail).

Resolution ：

VIII. Questions and Motions

IX. Adjournment

X. Annex

Annex 1

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Articles of Incorporation” Before and After Revision

	BEFORE THE REVISION	AFTER THE REVISION
	Article 30.1 A new clause added.	Article 30.1 An appropriate amount equivalent to 0.2% of the annual earnings (the so-called earnings refer to the net income before tax and refer to the profit before deducting remuneration to employees, directors, and supervisors), if any, as remuneration to employees and 0.1% or less as remuneration to directors and supervisors. However, an amount equivalent to the accumulated losses, if any, should be reserved in advance to make up such losses.
	Article 31 The Company’s final accounts of each year are distributed as follows: 1. The Company is in a growth stage of the industry; therefore, the residual dividend policy will be adopted in accordance with the expansion planning and profitability. 2. Distribution conditions and timing The Company’s final accounts of each year, after paying tax and making up prior losses and net of 10% legal reserve, and with the special reserve appropriated or reversed according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution.Dividends are distributed with priority and then bonuses are allocated. The allocation motion is resolved in the shareholders meeting, of which, 1% for bonus to employees and 0.2% or less for remuneration to directors and supervisors. 3. Types of dividends: Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed inordertoretainthenecessaryfunds.	Article 31 The Company’s final accounts of each year are distributed as follows: 1. The Company is in a growth stage of the industry; therefore, the residual dividend policy will be adopted in accordance with the expansion planning and profitability. 2. Distribution conditions and timing The Company’s final accounts of each year, after paying tax and making up prior losses and net of 10% legal reserve, and with the special reserve appropriated or reversed according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. The earnings distribution is proposed by the Board of Directors and resolved in the shareholders meeting. 3. Types of dividends: Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%.

Cash dividend, depending on the 4. Dividend distribution, depending on profitability, amounts to 20-100% of the the profitability, is proposed by the total dividends distributed while stock Board of Directors in accordance with dividend amounts to 0-80%. the provisions stated in the preceding 4. Dividend distribution, depending on paragraph in the general shareholders the profitability, is proposed by the meeting for resolutions. Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.

Annex 2

YIEH PHUI ENTERPRISE CO., LTD.

Articles of Incorporation

Chapter 1 General Rules

Article 1: The Company was organized pursuant to the limited corporation provisions of the Company Act and named as “Yieh Phui Enterprise Co., Ltd.”

Article 2: The Company’s business services are as follows:
A102080 Horticulture
C801010 Basic Industrial Chemical Manufacturing
C901990 Other Non-metallic Mineral Products Manufacturing
CA01010 Iron and Steel Refining
CA01020 Iron and Steel Rolls over Extends and Crowding
CA01030 Iron and Steel Casting
CA01050 Iron and Steel Rolling, Drawing, and Extruding
CA01060 Steel Wires and Cables Manufacturing
CA02010 Metal Architectural Components Manufacturing
CA02090 Metal line Products Manufacturing
CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified
CA04010 Metal Surface Treating
CB01010 Machinery and Equipment Manufacturing
CB01990 Other Machinery Manufacturing Not Elsewhere Classified
CC01080 Electronic Parts and Components Manufacturing
CD01030 Automobiles and Parts Manufacturing
CD01040 Motor Vehicles and Parts Manufacturing
F101100 Wholesale of Flowers
F106010 Wholesale of Ironware
F111090 Wholesale of Building Materials
F113010 Wholesale of Machinery
F114030 Wholesale of Motor Vehicle Parts and Supplies
F199990 Other Wholesale Trade
F201070 Retail sale of Flowers
F206010 Retail Sale of Ironware
F211010 Retail Sale of Building Materials
F213080 Retail Sale of Machinery and Equipment
F214030 Retail Sale of Motor Vehicle Parts and Supplies
F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
F401010 International Trade
E103011 Steel Construction
H701010 Residence and Buildings Lease Construction and Development
H701040 Specialized Field Construction and Development
H701060 New County and Community Construction and Investment 35. H703090 Real Estate Commerce

H703100 Real Estate Rental and Leasing
JE01010 Rental and Leasing Business
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company was established in Kaohsiung City. When necessary, branches will be setup domestically and internationally with the resolutions of the Board of Directors.

Article 4: The total transfer investment amount of the Company is not subject to the limitation of 40% of total paid-in capital threshold defined in Article 13 of the Company Act.

Chapter 2 Stock shares

Article 5: The Company’s total authorized capital amounted to NT$20 billion with 2 billion shares issued at NT$10 per share in installments.

Article 5.1: The Company has stock shares transferred to employees at an average price lower than the actual repurchase price, has stock option certificates issued to employees at a price below the market price (net share value) that is resolved with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing two thirds of the voting rights.

Article	6:	The Company issues only order shares with the signatures or seals of three
		directors affixed and numbered. In addition, the shares cannot be issued without the
		certification of the competent authorities or the registration agency authorized by
		the competent authorities. Also, the Company’s order shares can be issued without
		stock printout; however, should contact the Securities Central Depository
		Institution for registration.
Article	7:	Shareholders should have their name/title and domicile/residence reported to the
		Company, fill out the signature card and then send it to the Company for filing. The
		loss or destruction of the seal or for other reasons the seal specimen needed to be
		replaced should be processed in accordance with the Regulations Governing the
		Handling of Stock Affairs by Public Companies.
Article	8:	The transferor and the transferee shall fill out an “Application for Transfer of
		Shares” together with the transferred shares submitted to the Company to apply for
		stock transfer that cannot be used against the Company until it is post to the
		shareholder registry.
Article	9:	The lost or damaged stocks, if any, are to be processed in accordance with the
		Company Act and general law and regulations.
Article	10:	(Deleted)
Article	11:	The stock cut-off date is 60 days prior to the general shareholders meeting, 30 days
		prior to the extraordinary shareholders meeting, or 5 days prior to the baseline date
		announced by the Company for the distribution of dividends, bonuses, and other
		benefits.

Chapter 3 Shareholders meeting

Article 12: Shareholders meetings include general shareholders meetings and extraordinary shareholders meetings. General shareholders meetings are held once a year and they are to be convened within 6 months after the fiscal year. The Board of Directors will notify all shareholders 30 days in advance. In addition, an extraordinary shareholders meeting will be convened if necessary.
Article 13: Shareholders who are unable to attend a shareholders meeting for valid reasons may issue a proxy provided by the Company with the scope of authorization specified to have the representative attended the meeting on their behalf. Attending shareholders meeting by proxy is to be handled in accordance with Article 25.1 of the Securities and Exchange Act.
Article 14: The Chairman of the Board of Directors is to chair the shareholders meeting. If the Chairman is on leave or unable to exercise powers, the meeting is to be chaired by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting.
Article 15: Shareholders of the Company are entitled to one voting right per share except for those without voting right listed in Article 179 of the Company Act.
Article 16: The resolution reached in the shareholders meeting is deemed passed that are with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing a majority of the voting right, unless otherwise provided by the Company Act.
Article 17: 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 Company may have the minutes of meeting in the preceding paragraph distributed by announcement. The minutes of meeting should be prepared in accordance with the year, month, date, place, the Chairman’s name, resolution methods, and the gist and result of the proceeding; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies.

Chapter 4 Directors and supervisors

Article 18: The Company is with 7 directors and 2 supervisors appointed by a nomination system. They are elected among the competent shareholders in the shareholders meeting in accordance with Article 198 of the Company Act. Directors and supervisors are appointed for a term of 3-year and can be appointed for the 2[nd] term. Also, the minimum shareholding ratio of the directors and supervisors shall comply with the requirements of the securities competent authorities.

A majority of the Company’s directors should not be in any of the following relationships:

Spouse
Secondary relatives

At least one of the Company’s supervisors or between the supervisors or directors

		shall not be in any of the relationship stated in preceding paragraph, unless
		otherwise approved by the competent authorities.
Article	18.1:	For the number of directors stated in the preceding paragraph, there must be at least
		two independent directors, which may not be less than one fifth of the total number
		of directors. The professional qualifications of the independent directors,
		shareholdings, part-time job constraints, the nomination and election methods, and
		other binding matters should be handled in accordance with the relevant
		requirements of the securities competent authorities.
Article	19:	Directors and supervisors at the expiry of their terms of office, due to delays in
		re-election, shall continue to perform duties until the newly elected directors and
		supervisors are ready to take over the office. However, the competent authorities
		may command the Company to complete the re-election before the deadline. If the
		re-election is not completed after the deadline, the current directors and supervisors
		will be discharged automatically after the expiry date.
Article	20:	The Board of Directors is organized by the directors with the attendance of two
		thirds of the directors and the consent of the directors representing a majority of the
		attending directors to elect the Chairman and the Vice Chairman, if necessary. The
		Chairman is to execute all business matters resolved in accordance with law and
		regulations, Articles of Association, shareholders meeting, and Board meeting.
Article	21:	A contingent election should be arranged when there is more than one third of the
		board directors dismissed or all supervisors dismissed. However, the newly elected
		directors or supervisors are to complete only the remaining tenure of the dismissed
		directors or supervisors.
Article	22:	The board meeting is convened quarterly at least. The reasons for convening the
		board meeting should be stated in the notice to directors and supervisors seven days
		in advance. An extraordinary board meeting can be convened due to an urgent
		matter. The notice of a board meeting as stated in the preceding paragraph should
		be processed in writing or by fax or e-mail. If the Chairman deems it necessary or
		when requested by two or more directors to have an extraordinary board meeting
		convened, the Chairman of the Board of Directors is to chair the board meeting. If
		the Chairman is unable to exercise powers, the meeting is to be chaired by the
		individual designated by the Chairman. If there is not an individual designated, one
		director shall be elected among the directors to chair the meeting.
Article	23:	The resolution reached in the board meeting is deemed as passed that is with the
		attendance of a majority of the directors and the consent of a majority of the
		attending directors, unless otherwise provided by the Company Act. Directors who
		are unable to attend the meeting for reasons may issue a proxy with the scope of
		authorization specified to have other director attended the meeting on their behalf;
		however, it is limited to one person, one proxy.
Article	24:	The motions resolved in the board meeting must be documented in the minutes of
		meeting, which must be signed and sealed by the Chairman and then distributed to
		all directors within 15 days after the meeting. The gist and result of the proceeding
		should be documented in the minutes of meeting; also, the minutes of meeting
		should be kept for records at the Company’s along with the shareholder’s
		attendance registry and proxies.

Article 25: Supervisors, in addition to performing job responsibilities lawfully, may attend the board meetings to express opinions but not to vote. Since the re-election of the directors and supervisors after the expiry date of the term in 2013, the Company has had an Audit Committee set up to replace the supervisors in accordance with Article 14.4 of the Securities and Exchange Act. The Audit Committee or the members of the Audit Committee are responsible for the implementation of the supervisors' job responsibilities defined in accordance with the Company Act Securities and Exchange Act, other laws and regulations, and the Articles of Association. The provisions of the Articles of Association regarding the supervisors will no longer be applicable after the Audit Committee is formed.
Article 26: The traveling expenses of the directors and supervisors, the remuneration of the independent directors, and the salaries of the Chairman and Vice Chairman are determined by the Board of Directors in accordance with the relevant standards of the industry and the listed companies. Chairman and Vice Chairman may, based on the Company’s payroll provisions, collect other compensations. The Company may purchase liability insurance for all directors and supervisors.

Chapter 5 Managers and employees

Article 27: The Company may appoint the President, Vice President, and a number of other people. The appointment and dismissal of the President and Vice President is with the consent of the majority of directors. The appointment and dismissal of the Assisting Vice President, Junior Vice President, and Managers are proposed by the President to the Chairman for approval.
Article 28: The Company by the resolutions of the Board of Directors may hire consultants or important staff.
Article 29: The appointment and dismissal of the Company’s other employees is to be handled in accordance with the Company’s Management Regulations.

Chapter 6 Final accounts

Article 30: The Company should have the following reports composed at the end of each fiscal year and then presented to the supervisors for review and approval 30 days prior to the general shareholders meeting and to be acknowledged in the general shareholders meeting.
Business operation report
Financial statements
Motion of Profit Appropriation or Deficit Compensation Statement
Article 30.1: An appropriate amount equivalent to 0.2% of the annual earnings (the so-called earnings refer to the net income before tax and refer to the profit before deducting remuneration to employees, directors, and supervisors), if any, as remuneration to employees and 0.1% or less as remuneration to directors and supervisors. However, an amount equivalent to the accumulated losses, if any, should be reserved in

advance to make up such losses.

Article 31: The Company’s final accounts of each year are distributed as follows:

Dividend policy
The industry the Company is engaged in is in a mature stage of its life cycle. The dividend policy is in support of the current and future development plans, taking into consideration the investment environment, capital requirements, domestic and international competition, and the interests of the shareholders. An amount not less than 20% of the distributable earnings is appropriated annually as the shareholder dividend and bonus. However, the accumulated distributable earnings that are less than 20% of the paid-in capital may not be distributed.
Distribution conditions and timing: The Company’s final accounts of each year, after paying tax and making up prior losses and the net of the 10% legal reserve, and with the special reserve appropriated or reserved according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. The earnings distribution is proposed by the Board of Directors and resolved in the shareholders meeting.
Types of dividends:
Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%.
Dividend distribution, depending on the profitability, is proposed by the Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.

Chapter 7 Bylaw

Article 32: The Company may conduct external guarantee business for the businesses in this industry.
Article 33: The Company’s organizational procedures and work rules are to be regulated separately by the Board of Directors.
Article 34: The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and other laws and regulations.
Article 35: The Articles of Incorporation after the resolution reached in the shareholders meeting is to be submitted to the competent authorities for approval before implementation; so is the amendment.
Article 36: The Articles of Incorporation was enacted on March 30, 1978. The first amendment was made on February 17, 1984. The second amendment was made on December 20, 1985. The third amendment was made on January 20, 1986. The fourth amendment was made on March 12, 1986. The fifth amendment was made on May 9, 1986. The sixth amendment was made on October 6, 1987. The seventh amendment was made on November 20, 1987.

The eighth amendment was made on April 14, 1988. The ninth amendment was made on May 21, 1988. The tenth amendment was made on October 28, 1989. The eleventh amendment was made on December 6, 1989. The twelfth amendment was made on March 22, 1990. The thirteenth amendment was made on July 20, 1991. The fourteenth amendment was made on October 29, 1991. The fifteenth amendment was made on April 15, 1992. The sixteenth amendment was made on October 7, 1992. The seventeenth amendment was made on December 31, 1992. The eighteenth amendment was made on May 20, 1994. The nineteenth amendment was made on April 22, 1995. The twentieth amendment was made on May 3, 1997. The twenty-first amendment was made on April 10, 1998. The twenty-second amendment was made on May 12, 1999. The twenty-third amendment was made on May 30, 2000. The twenty-fourth amendment was made on June 20, 2001. The twenty-fifth amendment was made on June 18, 2002. The twenty-sixth amendment was made on June 24, 2003. The twenty-seventh amendment was made on June 24, 2003. The twenty-eighth amendment was made on June 8, 2004. The twenty-ninth amendment was made on June 29, 2005. The thirtieth amendment was made on June 23, 2006. The thirty-first amendment was made on June 21, 2007. The thirty-second amendment was made on June 25, 2008. The thirty-third amendment was made on June 16, 2009. The thirty-fourth amendment was made on June 24, 2010. The thirty-fifth amendment was made on June 21, 2012. The thirty-sixth amendment was made on June 20, 2013. The thirty-seventh amendment was made on June 18, 2015. The thirty-eighth amendment was made on June 22, 2016.

Annex 3

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Regulations Governing Procedure for Board of Directors Meetings”

Before and After Revision

	BEFORE THE REVISION	AFTER THE REVISION
	Article 3 The Company’s board meeting is convened quarterly. The reasons for convening the board meeting should be stated in the notice to directorsand supervisorsseven days in advance. An extraordinary board meeting can be convened due to an urgent matter. The notice of a board meeting as stated in the preceding paragraph should be processed in writing or by fax or e-mail. The matters stated in Article 6 Paragraph 1 shall be illustrated in the reasons for convening the meeting not in the motion, except for in an emergency or with a propercause.	Article 3 The Company’s board meeting is convened quarterly. The reasons for convening the board meeting should be stated in the notice todirectorsseven days in advance. An extraordinary board meeting can be convened due to an urgent matter. The notice of a board meeting as stated in the preceding paragraph should be processed in writing or by fax or e-mail. The matters stated in Article 6 Paragraph 1 shall be illustrated in the reasons for convening the meeting not in the motion, except for in an emergency or with a propercause.
	Article 6 The matters to be discussed in the board meeting: I. The Company’s operating plan; II. Annual financial report and interim financial report. However, the interim financial report is not required by law to be audited by CPAs; therefore, it is not subject to this requirement; III. Regulating or amending internal control system; IV. Regulating or amending the acquisition and disposal of assets and the trade of derivatives; V. The significant financial and business operating procedures for the loaning of funds and making of endorsements/guarantees; VI. Offering, issuance, or private placement of equity-based marketable securities; VII. Appointment or dismissal of Finance Officer, Accounting Officer, and Internal Audit Officer; VIII. Donation made to the related party or major donation made to the non-related party. The charity donation for relief in a major natural disaster must be presentedfor ratification inthenext	Article 6 ok The matters to be discussed in the board meeting: I. The Company’s operating plan; II. Annual financial report and interim financial report. However, the interim financial report is not required by law to be audited by CPAs; therefore, it is not subject to this requirement; III. Regulating or amending internal control system; IV. Regulating or amending the acquisition and disposal of assets and the trade of derivatives; V. The significant financial and business operating procedures for the loaning of funds and making of endorsements/guarantees; VI. Offering, issuance, or private placement of equity-based marketable securities; VII. Appointment or dismissal of Finance Officer, Accounting Officer, and Internal Audit Officer; VIII. Donation made to the related party or major donation made to the non-related party. The charity donation for relief in a major natural disaster must be presentedfor ratification inthenext

board meeting; IX. The matters to be resolved in the shareholders meeting or by the board of directors or regulated by the competent authorities in accordance with the other law and regulations or the Articles of Incorporation.

board meeting;

IX. The matters to be resolved in the shareholders meeting or by the board of directors or regulated by the competent authorities in accordance with the other law and regulations or the Articles of Incorporation.

The so-called “related party” stated in The so-called “related party” stated in Paragraph 8 in the preceding paragraph Paragraph 8 in the preceding paragraph refers to the related party defined in refers to the related party defined in accordance with the “Regulations accordance with the “Regulations Governing the Preparation of Financial Governing the Preparation of Financial Reports by Securities Firm. The Reports by Securities Firm. The so-called “major donation made to the so-called “major donation made to the non-related party” refers to the amount non-related party” refers to the amount of each donation or the cumulative of each donation or the cumulative amount of donation made within one amount of donation made within one year to the same subject over NT$100 year to the same subject over NT$100 million, or equivalent to 1% of the net million, or equivalent to 1% of the net annual revenues stated in the most recent annual revenues stated in the most recent financial report audited by a CPA, or financial report audited by a CPA, or over 5% of the paid-in capital. over 5% of the paid-in capital. The so-called “within one year” stated in The so-called “within one year” stated in the preceding paragraph refers to one the preceding paragraph refers to one year prior to the baseline date of the year prior to the baseline date of the current board meeting; also, the donation current board meeting; also, the donation that had already been resolved in the that had already been resolved in the board meeting is excluded. board meeting is excluded. For foreign company’s stock that has no For foreign company’s stock that has no face value or the face value is not for face value or the face value is not for NT$10, the amount equivalent to 5% of NT$10, the amount equivalent to 5% of the paid-in capital stated in the preceding the paid-in capital stated in the preceding paragraph is replaced with the “2.5% of paragraph is replaced with the “2.5% of shareholders’ equity.” shareholders’ equity.” For the matters to be resolved in the For the matters to be resolved in the board meeting in accordance with board meeting in accordance with Article 15.3 of the Regulations Article 14.3 of the Stock Exchange Act, Governing Procedure for Board of the independent directors, if any, of the Directors Meetings, the independent Company shall attend the meeting in directors, if any, of the Company shall person or by proxy of the other attend the meeting in person or by proxy appointed independent directors. of the other appointed independent Opposition or reservations, if any, of the directors. Opposition or reservations, if independent directors should be stated in any, of the independent directors should the minutes of board meeting. If be stated in the minutes of board independent directors cannot attend the meeting. If independent directors cannot board meeting in person to express their attend the board meeting in person to oppositions or reservations, unless with express their oppositions or reservations, legitimate reasons, shall issue a written unless with legitimate reasons, shall opinion in advance and state it in the issue a written opinion in advance and minutes of board meeting. state it in the minutes of board meeting. Article 10 Article 10 When the board meeting is convened, When the board meeting is convened, the personnel of the relevant department the personnel of the relevant department

The so-called “related party” stated in Paragraph 8 in the preceding paragraph refers to the related party defined in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firm. The so-called “major donation made to the non-related party” refers to the amount of each donation or the cumulative amount of donation made within one year to the same subject over NT$100 million, or equivalent to 1% of the net annual revenues stated in the most recent financial report audited by a CPA, or over 5% of the paid-in capital. The so-called “within one year” stated in the preceding paragraph refers to one year prior to the baseline date of the current board meeting; also, the donation that had already been resolved in the board meeting is excluded. For foreign company’s stock that has no face value or the face value is not for NT$10, the amount equivalent to 5% of the paid-in capital stated in the preceding paragraph is replaced with the “2.5% of shareholders’ equity.”

For the matters to be resolved in the board meeting in accordance with Article 14.3 of the Stock Exchange Act, the independent directors, if any, of the Company shall attend the meeting in person or by proxy of the other appointed independent directors. Opposition or reservations, if any, of the independent directors should be stated in the minutes of board meeting. If independent directors cannot attend the board meeting in person to express their oppositions or reservations, unless with legitimate reasons, shall issue a written opinion in advance and state it in the minutes of board meeting.

or subsidiaries for the motion may be or subsidiaries for the motion may be informed to attend the board meeting. informed to attend the board meeting. The Finance Office should have relevant The Finance Office should have relevant information ready at the board meeting information ready at the board meeting for the reference of the attending for the reference of the attending directors. directors. If it is necessary, the Company may If it is necessary, the Company may invite the commissioned CPAs, invite the commissioned CPAs, attorneys, or other professionals to attorneys, or other professionals to attend the board meeting with opinions attend the board meeting with opinions expressed for the reference of the expressed for the reference of the attending directors; however, they must attending directors; however, they must have themselves excused from the have themselves excused from the meeting when the motions are in meeting when the motions are in discussion or voting. discussion or voting. Supervisors may attend the board meeting to express their opinions; also, may get involved in discussing the motion, but for matters that are exclusive to the Board of Directors, the attending supervisors are without voting right. Article 17 Article 17 Directors as a stakeholder personally or Directors as a stakeholder personally or on behalf of the legal person for the on behalf of the legal person for the meeting matters should indicate the meeting matters should indicate the important content of their stakes in the important content of their stakes in the board meeting. In addition, if it is board meeting. In addition, if it is detrimental to the interests of the detrimental to the interests of the company, the directors may not join the company, the directors may not join the discussion and voting, and must have discussion and voting, and must have themselves excused at the time of themselves excused at the time of discussion and voting. Moreover, they discussion and voting. Moreover, they may not exercise voting right on behalf may not exercise voting right on behalf of the other directors. of the other directors. The application of the resolutions For the resolutions of the Board of reached in the board meeting to the Directors, the Directors that are directors without voting rights as defined prohibited from exercising their voting in the preceding paragraph should be rights as stated in the preceding handled Mutatis Mutandis to Article 180 paragraph will not be included for the Paragraph 2 in accordance with Article count of the attending directors. 206 Paragraph 3 of the Company Law. Article 18 Article 18 The resolutions reached in the board The resolutions reached in the board meeting must be documented in the meeting must be documented in the minutes of meeting. The following minutes of meeting. The following matters should be detailed in the minutes matters should be detailed in the minutes of meeting: of meeting: I. Term (or year) of board meeting and I. Term (or year) of board meeting and the time and place; the time and place; II. Name of the Chairman; II. Name of the Chairman; III. Directors’ attendance, including the III. Directors’ attendance, including the name and number of the attendees, name and number of the attendees, directors on leave, and absentees; directors on leave, and absentees; IV. The names and titles of the IV. The names and titles of the

attendees;

V. Name of the clerk; VI. Reporting matters; VII. Discussion matters: The resolution methods and results of each motion, the statement summary of the directors, supervisors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph 1 of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, objections or reservations in writing or documented, and the written statements and opinions of independent directors issued pursuant to Article 6 Paragraph 5; VIII. Motion: The name of the motion proposer, resolution methods and results of each motion, the statement summary of the directors, supervisors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph 1 of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, and objections or reservations in writing or documented; IX. Other matters to be recorded The resolutions reached in the board meeting that are subject to the following circumstances should be documented in the minutes of meeting and disclosed on Market Observation Post System (MOPS) designated by the competent authorities within two days from the board meeting date.

The objections or reservations of independent directors documented or in writing.
A motion is not passed by the Audit Committee, if it is setup within the Company, unless with the consent of two thirds of the board directors. The attendance registry of a board meeting is an integral part of the minutes of meeting and it should be reserved throughout the duration of the Company. The presiding Chairman and the clerk must sign the minutes of meeting. In addition, it should be distributed to all directors and supervisors within fifteen days after the meeting. The minutes of

attendees;

V. Name of the clerk; VI. Reporting matters; VII. Discussion matters: The resolution methods and results of each motion, the statement summary of the directors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph 1 of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, objections or reservations in writing or documented, and the written statements and opinions of independent directors issued pursuant to Article 6 Paragraph 5; VIII. Motion: The name of the motion proposer, resolution methods and results of each motion, the statement summary of the directors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph 1 of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, and objections or reservations in writing or documented; IX. Other matters to be recorded The resolutions reached in the board meeting that are subject to the following circumstances should be documented in the minutes of meeting and disclosed on Market Observation Post System (MOPS) designated by the competent authorities within two days from the board meeting date.

The objections or reservations of independent directors documented or in writing.
A motion is not passed by the Audit Committee, if it is setup within the Company, unless with the consent of two thirds of the board directors. The attendance registry of a board meeting is an integral part of the minutes of meeting and it should be reserved throughout the duration of the Company. The presiding Chairman and the clerk must sign the minutes of meeting. In addition, it should be distributed to all directors within fifteen days after the meeting. The minutes of meeting should be classified as an important document

meeting should be classified as an important document of the Company and should be properly reserved throughout the duration of the Company. The minutes of meeting can be produced and distributed electronically.	of the Company and should be properly reserved throughout the duration of the Company. The minutes of meeting can be produced and distributed electronically.

Annex 4

YIEH PHUI ENTERPRISE CO., LTD.

Regulations Governing Procedure for Board of Directors Meetings

Article	1	The Regulations Governing Procedure for Board of Directors Meetings is stipulated for	The Regulations Governing Procedure for Board of Directors Meetings is stipulated for
		compliance in accordance with Article 26.3 Paragraph 8 of the Securities and
		Exchange Act in order to establish the Company’s excellent board meeting governance
		system, substantiate Board’s supervisory function, and enhance management functions.
Article	2	The Company’s board meeting procedure is subject to the Regulations Governing
	Procedure for Board of Directors Meetings, unless otherwise provided by the
		applicable laws and regulations and the Company’s Articles of Incorporation.
Article	3	The Company’s board meeting is convened quarterly. The	reasons for convening the
		board meeting should be stated in the notice to directors seven days in advance. An
		extraordinary board meeting can be convened due to an urgent matter.
		The notice of a board meeting as stated in the preceding paragraph should be processed
		in writing or by fax or e-mail.
		The matters stated in Article 6 Paragraph 1 shall be illustrated in the reasons for
		convening the meeting not in the motion, except for in an emergency or with a proper
		cause.
Article	4	The Board of the Company has the Finance Office designated to handle the meeting
		affaires.
		The Finance Office is to have the board meeting agenda planned with sufficient
		meeting information provided and sent together with the meeting notice.
		The directors who believe that meetings information is insufficient may make request
		to the Finance Office for additional information. If directors believe that the motion
		data is insufficient, the meeting can be postponed with a resolution of the Board of
		Directors.
Article	5	The Company’s regular board meeting agenda includes at least the following items:
		5. Reporting matters:
		Last minutes of meeting and its execution;
		Important financial and business report;
		Internal audit report;
		Other important reporting matters.
	6. Discussion matters:
		Discussion continued from the last meeting;
		Scheduled discussion of the current meeting.
	7. Motions
Article	6	The matters to be discussed in the board meeting:
		I. The Company’s operating plan;
		II. Annual financial report and interim financial report. However, the interim
		financial report is not required by law to be audited by CPAs; therefore, it is not
		subject to this requirement;
	III. Regulating or amending internal control system;
	IV. Regulating or amending the acquisition and disposal		of assets and the trade of
		derivatives;
	V. The significant financial and business operating procedures for the loaning of
		funds and making of endorsements/guarantees;
	VI. Offering, issuance, or private placement of equity-based marketable securities;
	VII. Appointment or dismissal of Finance Officer, Accounting Officer, and Internal
		Audit Officer;

VIII. Donation made to the related party or major donation made to the non-related party. The charity donation for relief in a major natural disaster must be presented for ratification in the next board meeting;
IX. The matters to be resolved in the shareholders meeting or by the board of directors or regulated by the competent authorities in accordance with the other law and regulations or the Articles of Incorporation.

The so-called “within one year” stated in the preceding paragraph refers to one year prior to the baseline date of the current board meeting; also, the donation that had already been resolved in the board meeting is excluded. For foreign company’s stock that has no face value or the face value is not for NT$10, the amount equivalent to 5% of the paid-in capital stated in the preceding paragraph is replaced with the “2.5% of shareholders’ equity.” For the matters to be resolved in the board meeting in accordance with Article 14.3 of the Stock Exchange Act, the independent directors, if any, of the Company shall attend the meeting in person or by proxy of the other appointed independent directors. Opposition or reservations, if any, of the independent directors should be stated in the minutes of board meeting. If independent directors cannot attend the board meeting in person to express their oppositions or reservations, unless with legitimate reasons, shall issue a written opinion in advance and state it in the minutes of board meeting.

Article 7 The Company should have had the attendance registry ready for the signature of the attending directors. Directors who have attended the meeting on video conference are deemed as attending the meeting in person. However, the signature card shall be faxed over for the substitute of “signing the attendance registry in person.” The directors who are unable to attend the meeting may appoint another director to attend the meeting by proxy and with the scope of authorization detailed for the meeting subjects.

The proxy referred to in Paragraph 2 is limited to one representative only.

Article 8 Board meetings shall be convened at the Company’s premises during the office hours. However, board meetings can also be convened at the location and time that is convenient and suitable for board directors’ attending.
Article 9 Chairman convenes and chairs the Company’s board meeting. The first board meeting of each term is to be convened by the director who receives the most electoral votes in the shareholders meeting; also, the convening director is to chair the meeting. If there are two or more conveners, one of the conveners is elected to chair the meeting. If the Chairman is on leave or unable to exercise powers for reasons; the meeting is to be chaired by the Vice Chairman. If the Vice Chairman is also on leave or unable to exercise powers for reasons, the Chairman is to have one of the directors designated to exercise powers. If the Chairman does not have a director designated to exercise power, the proxy is to be elected among the directors.
Article 10 When the board meeting is convened, the personnel of the relevant department or subsidiaries for the motion may be informed to attend the board meeting. The Finance Office should have relevant information ready at the board meeting for the reference of the attending directors.

If it is necessary, the Company may invite the commissioned CPAs, attorneys, or other professionals to attend the board meeting with opinions expressed for the reference of

		the attending directors; however, they must have themselves excused from the meeting
		when the motions are in discussion or voting.
Article	11	The Company should have the entire board meeting reserved by audio or video
		recording and stored for at least five years in an electronic form, if necessary.
		For the litigation filed involving the matters resolved in the board meeting before the
		expiry of the data reservation period as stated in the preceding paragraph, the related
		video or audio recording data must be reserved until the end of the legal proceedings.
		For the board meeting held by a video conference, the related audio and video
		recording data is an integral part of the minutes of meeting and should be reserved
		throughout the duration of the Company.
Article	12	The Chairman shall call the meeting to order at the meeting time with the mandatory
		attendance rate. If the number of directors attending the board meeting is not legally
		sufficient, the Chairman may announce to have the meeting postponed, which is
		limited to two postpones. If there remains insufficient attendance rate after two
		postpones, the Chairman may have the board meeting reconvened in accordance with
		Article 3.
Article	13	The motion discussion in the board meeting should be conducted in accordance with
		the scheduled agenda in the meeting notice and may not be changed without the
		consent of a majority of the attending directors.
		The Chairman may not have the meeting adjourned discretionally without the consent
		of a majority of the attending directors.
		If the directors at the meeting in session are less than a majority of the attending
		directors, the Chairman shall announce to have the meeting suspended temporarily
		upon the request of the director at the meeting in session as stated in the first paragraph
		of the preceding Article.
Article	14	The Chairman may have the questions raised by the attending directors replied
		personally or by the designated personnel or by the attending professionals with
		relevant and necessary information provided.
		The Chairman may instruct directors to stop speaking if they have repeated comments
		on the same motion or spoken outside the scope of the motion that affect other
		director’s speech or interfere with the meeting procedures.
Article	15	The Chairman who believes that the motion in discussion is ready for voting may
		announce discretionally to stop discussion and start to vote.
		The motion voted in the board meeting is deemed as passed with the attending
		directors consulted by the Chairman and no objection raised.
		The Chairman is to have the motion resolved in the board meeting in accordance with
		one of the following requirements; however, majority votes shall prevail if there is any
		objection raised by the attending directors:
		I. Vote by a show of hands or voting machine;
		II. Vote by a roll-call;
		III. Voting;
		IV. Vote by the means determined by the Company.
		The so-called “all attending directors” in the first two paragraphs exclude the directors
		without voting rights that are defined in Article 17 Paragraph 1.
Article	16	Motions are resolved and passed with a majority vote of the attending directors, unless
		otherwise provided in the Company Act and the Company’s Articles of Incorporation.
		The amendment or substitute of the same motion, if any, is to be merged into the
		original motion by the Chairman for determining the voting priority. However, if one
		of the motions is passed, the other motions shall be deemed as vetoed without the need
		of further voting.
		The scrutineers and counting personnel that are needed for voting on a motion are to be
		designated by the Chairman; however, the said scrutineers must be appointed from the
		board directors.
		The results of the vote should be reported at the scene and then documented.

For the matters resolved in the boarding meeting that are defined as material information in accordance with the governing law and regulations and Taiwan Stock Exchange Corporation (the ROC GTSM), the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS).

Article 17 Directors as a stakeholder personally or on behalf of the legal person for the meeting matters should indicate the important content of their stakes in the board meeting. In addition, if it is detrimental to the interests of the company, the directors may not join the discussion and voting, and must have themselves excused at the time of discussion and voting. Moreover, they may not exercise voting right on behalf of the other directors.

For the resolutions of the Board of Directors, the Directors that are prohibited from exercising their voting rights as stated in the preceding paragraph will not be included for the count of the attending directors.

Article 18 The resolutions reached in the board meeting must be documented in the minutes of meeting. The following matters should be detailed in the minutes of meeting:
I. Term (or year) of board meeting and the time and place; II. Name of the Chairman;
III. Directors’ attendance, including the name and number of the attendees, directors on leave, and absentees;
IV. The names and titles of the attendees;
V. Name of the clerk;
VI. Reporting matters;
VII. Discussion matters: The resolution methods and results of each motion, the statement summary of the directors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph 1 of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, objections or reservations in writing or documented, and the written statements and opinions of independent directors issued pursuant to Article 6 Paragraph 5;
VIII. Motion: The name of the motion proposer, resolution methods and results of each motion, the statement summary of the directors, specialists, and others, the names of the directors who are a stakeholder according to Paragraph 1 of the preceding Article, the content of the stake, the reasons for having themselves excused or not-excused, recusal situations, and objections or reservations in writing or documented;
IX. Other matters to be recorded

The resolutions reached in the board meeting that are subject to the following circumstances should be documented in the minutes of meeting and disclosed on Market Observation Post System (MOPS) designated by the competent authorities within two days from the board meeting date.

1.The objections or reservations of independent directors documented or in writing.

2.A motion is not passed by the Audit Committee, if it is setup within the Company, unless with the consent of two thirds of the board directors. The attendance registry of a board meeting is an integral part of the minutes of meeting and it should be reserved throughout the duration of the Company. The presiding Chairman and the clerk must sign the minutes of meeting. In addition, it should be distributed to all directors within fifteen days after the meeting. The minutes of meeting should be classified as an important document of the Company and should be properly reserved throughout the duration of the Company.

The minutes of meeting can be produced and distributed electronically.

Article 19 When the board of directors authorizes the Chairman to exercise the power of the Board during the recess in accordance with the Company’s Articles of Incorporation,

except for the matters and transactions to be resolved in the board meeting in accordance with the law and regulations and the transactions conducted with the related party, the content of authorization is as follows:

I. According to the Company’s division of responsibilities handbook;

II. According to Company’s management regulations, systems, and rules; III. The appointment of the transfer invested company’s directors and supervisors. Article 20 The Regulations Governing Procedure for Board of Directors Meetings will be implemented from the date of its announcement.

Annex 5

YIEH PHUI ENTERPRISE CO., LTD.

Ethical Corporate Management Best Practice Principles

Article 1 (Purpose and scope of application)

The “Ethical Corporate Management Best Practice Principles” are enacted to help the Company establish an ethical management corporate culture and comprehensive development with a structured reference provided to establish good business operation.

The Company should have its ethical corporate management best practice principles enacted in accordance with the Principles that are applicable to the corporations and organizations of subsidiaries, foundations with an over-50% donation amount accumulated directly or indirectly, and other agencies or legal persons with real controlling power (referred to as “corporations and organizations” hereinafter).

Article 2 (Prohibiting unethical conduct)

The directors, supervisors, managers, employees, proxies, or individuals with real controlling power (referred to as the “real controllers” hereinafter) of the Company, while engaging in commercial activities, may not directly or indirectly offer, promise, demand, or accept any illegal gains, or commit any unethical conduct, including unethical, illegal, or breaches of fiduciary duty, for obtaining or maintaining benefits (referred to as “unethical conduct” hereinafter).

The individuals subject to the restriction of unethical conduct in the preceding paragraph include public officials, candidates for political participation, political parties or party members, as well as any public or private enterprises, or institutions and their directors (executors), supervisors, managers, employees, real controllers, or other stakeholders.

Article 3 (Interests classification)

The “interests” in the Principles refers to anything valuable, including money, gifts, commissions, job positions, services, benefits, and kickbacks in any form or name. However, normal social etiquette that is occasional and without the risk of affecting the specific rights and obligations is not subject to such restriction.

Article 4 (Regulatory compliance)

The Company should comply with the Company Law, the Securities Exchange Act, Business Accounting Law, Political Contributions Law, Corruption Offences Ordinance, the Government Procurement Law, Public Officials Anti-Conflict of Interest Law, the TWSE/GTSM regulations, or other business-related regulations for the implementation of the ethical corporate management.

Article 5 (Policies)

The Company should be based on the operating concepts of integrity, transparency, and responsibility to enact policies based on the foundation of integrity and to establish good corporate governance and risk control mechanisms in order to create a business environment for sustainable development.

Article 6 (Prevention programs)

The ethical corporate management policy of the Company should be prepared with the specific operation of ethical management and prevention of unethical conduct enacted clearly and comprehensively (referred to as the “prevention programs” hereinafter), including operating procedures, guidelines for conduct, and education and training.

The Company should have prevention programs enacted in compliance with the relevant local laws and regulations where the Company and the Group corporations and organizations are located. The Company should communicate with the employees, unions, major business counterparties, or other stakeholders while enacting the prevention programs.

Article 7 (Scope of prevention programs)

The Company should analyze the business activities with a higher risk of unethical conduct within the scope of business and with the relevant preventive measures enhanced. The Company should include at least the following preventive measures while enacting the prevention programs:

Bribing and accepting bribes;
Providing illegal political contributions;
Improper charitable donations or sponsorships;
Offering or accepting unreasonable gifts, hospitality, or other illegal gains;
Infringement of business secrets, trademarks, patents, copyrights, and other intellectual property rights;
Engaging in unfair competition;
Products and services at the time of research and development, procurement, production, supply, or sale, directly or indirectly harming the equity, health, and safety of consumers or other stakeholders.

Article 8 (Commitment and implementation)

The Company and their group corporations and organizations should express their ethical corporate management policy explicitly in the Articles of Association and external documents. Also, the Board of Directors and management should actively fulfill the commitment to ethical corporate management policy and implement it in the internal management and commercial activities.

Article 9 (Ethical business activities)

The Company should be based on the ethical corporate management principle to conduct commercial activities fairly and transparently.

The Company should consider the legality and involvement in unethical conduct of their agents, suppliers, customers, or other trade counterparties before conducting business; also, they should avoid doing business with anyone who has committed an unethical conduct.

The contracts signed by Company with their agents, suppliers, customers, or other trade counterparties should include the terms of complying with the ethical corporate management policy and that contractual clauses can be terminated or rescinded at any time when the trade counterparty has committed any unethical conduct.

Article 10 (Prohibiting bribing and accepting bribes)

The Company and their directors, supervisors, managers, employees, proxies, and real

controllers, while engaging in business operation, may not directly or indirectly offer, promise, demand, or accept any illegal gains from or to customers, agents, contractors, suppliers, public officials, or other stakeholders.

Article 11 (Prohibiting offering illegal political contributions)

The Company and their directors, supervisors, managers, employees, proxies, and real controllers that make donations to political parties, participate in political organization, or make direct or indirect donations personally must be in conformity with the Political Donations Act and the Company’s relevant internal operating procedures; also, they shall not thereby seek commercial benefits or trade advantages.

Article 12 (Prohibiting improper charitable donations or sponsorships)

The Company and their directors, supervisors, managers, employees, proxies, and real controllers should have charitable donations or sponsorships, if any, made in conformity with the relevant laws and regulations and internal operating procedures that cannot be disguised bribery.

Article 13 (Prohibiting unreasonable gifts, hospitality, or other improper benefits)

The Company and their directors, supervisors, managers, employees, proxies, and real controllers should not directly or indirectly offer or accept any unreasonable gifts, hospitality, or other illegal gains for the purpose of establishing a business relationship or affecting commercial transactions.

Article 14 (Prohibiting infringement of intellectual property rights)

The Company and their directors, supervisors, managers, employees, proxies, and real controllers should comply with intellectual property laws and regulations, internal operating procedures, and contractual provisions. Intellectual property may not be used, leaked, disposed of, damaged, or infringed upon without the consent of the intellectual property right owner.

Article 15 (Prohibiting engaging in unfair competition)

The Company should engage in business activities in accordance with the relevant competition laws and regulations; also, they may not fix prices, manipulate bidding, restrict production and product quotas, or share or divide the market by having customers, suppliers, operational areas, or the type of business assigned.

Article 16 (Preventing products or services from damaging stakeholders)

The Company and their directors, supervisors, managers, employees, proxies, and real controllers should have research and development, procurement, production, supply, or sales of products and services complying with the relevant laws and regulations and international guidelines, ensuring information transparency and safety of products and services, enacting and announcing consumer’s or other stakeholder’s equity protection policies, and implementing them in operational activities in order to prevent products or services from damaging the equity, health, and safety of consumers or other stakeholders directly or indirectly. When there is sufficient evidence to identify the potential risk of the instruments and services detrimental to the consumer’s and other stakeholder’s safety and health, in principle, such product lot should be recalled and such service should be ceased immediately.

Article 17 (Organization and responsibility)

The directors, supervisors, managers, employees, proxies, and real controllers of the Company should exercise due diligence as an administrator to urge the Company to prevent unethical conduct and to periodically review the effectiveness of its implementation and continuous improvement in order to ensure the implementation of the ethical corporate management policy.

The Company for substantiating ethical corporate management should set up dedicated units under the administration of the Board of Directors to be responsible for the ethical corporate management police and the enactment, supervision, and implementation of the prevention programs, to be in charge of the following matters mainly, and to report to the Board of Directors periodically:

Assist in having integrity and moral values blended into the Company’s business strategy, and enact the relevant preventive measures to ensure an ethical corporate management in accordance with the laws, regulations, and systems.
Enact the prevention programs to prevent unethical conduct, and enact the “Procedures for Ethical Management and Guidelines for Conduct” for each prevention program.
Plan internal organization, job positions, and job responsibilities. Arrange a mutual check and balance mechanism for operating activities with a high risk of unethical conduct within the scope of business operation.
Promote and coordinate ethical corporate management policy advocacy and training.
Plan the reporting system and ensure the effectiveness of its implementation.
Assist the Board of Directors and the management to audit and assess the effectiveness of the preventive measures established for the implementation of ethical corporate management, and regularly assess the compliance of the related business processes with a report issued.

Article 18 (Business compliance)

The directors, supervisors, managers, employees, proxies, and real controllers of the Company should comply with the laws and regulations and prevention programs at the time of executing business.

Article 19 (Avoiding conflicts of interest)

The Company should enact policies to prevent conflicts of interest in order to identify, monitor, and manage the risk of unethical conduct resulting from conflicts of interest; also, they should provide appropriate channels for the directors, supervisors, managers, and other attending stakeholders at the Board meeting to voluntarily explain the presence or absence of potential conflicts of interest with the Company.

The directors, supervisors, managers, and other attending stakeholders at the Board meeting of the Company, when the proposals of the Board of Directors are in conflict of interest with them or the institutional shareholders they represent, should detail the material information of the conflict of interest in the Board meeting. If such conflict of interest is detrimental to the Company’s interest, they may not participate in the process of discussion and voting; also, they should be excused from the discussion and voting and may not exercise any voting right on behalf of other directors. Directors should be self-disciplined without rendering inappropriate support mutually.

The directors, supervisors, managers, employees, proxies, and real controllers of the Company should not take advantage of the job position or job influence to obtain illegal gains for themselves, their spouses, parents, children, or any other person.

Article 20 (Accounting and Internal Control)

The Company should arrange an effective accounting system and internal control system for the operating activities with high risk of unethical conduct, and may not establish any external account or keep a secret account; also, should be ready for review at any time in order to ensure the continuing effectiveness of the system design and implementation.

The internal audit unit of the Company should periodically audit the compliance of the system stated in the preceding paragraph with an audit report prepared and presented to the Board of Directors; also, they may appoint certified public accountants to perform audits with the services of professionals contracted, when necessary.

Article 21 (Operating procedures and guidelines for conduct)

The Company should have the “Procedures for Ethical Management and Guidelines for Conduct” enacted in accordance with Article 6 to specifically regulate the directions for the business performance of the directors, supervisors, managers, employees, and real controllers, which include at least the following:

Offering or accepting illegal gains criteria;
Procedures for offering legitimate political contributions;
Procedures for offering legitimate chartable donations or sponsorships, and the standard of charitable donations;
The requirements of avoiding job-related conflicts of interest, and its reporting and handling procedures;
The requirements of keeping confidential and commercially sensitive information in confidence;
The specification and procedures for the suppliers, customers, and business counterparties committing unethical conduct;
Procedures for handling violations committed against the “Ethical Corporate Management Best Practice Principles;”
Disciplinary actions against the offenders;

Article 22 (Education and training and performance evaluation)

The Chairman, President, or the management of the Company should regularly convey the importance of integrity to the directors, employees, and proxies.

The Company should periodically organize educational training and advocacy for the directors, supervisors, managers, employees, proxies, and real controllers; also, they should invite the counterparties engaged in business with the Company to participate and help them fully understand the Company’s determination in realizing ethical corporate management, policies, prevention programs, and the consequences of committing an unethical conduct.

The Company should have the ethical corporate management policies, staff performance evaluation, and human resources policies combined with a clear and effective reward and punishment system established.

Article 23 (Reporting system)

The Company should have a specific reporting system enacted and implemented that includes at least the following:

Establish and publish the internal independent reporting mailbox and hotline, or commission other external independent institutions to provide a reporting mailbox and hotline for the use of the Company’s internal and external personnel.

Designate the specific individual or unit to handle the reporting matters. Reporting matters involving the board of directors or top management should be reported to the independent directors or supervisors; also, enact the classification of the reporting matters and the related Procedures for Investigation Standards.
Record and reserve the reporting matters, investigation, investigation result, and documentation.
Keep the identity of whistleblowers and the contents of the reporting matter in confidence. 5. Adopt measures to protect whistleblowers from any mistreatment.
Incentives to whistleblowers;

The specific individuals or units of the Company that are designated to handle the reporting matters should have independent directors or supervisors informed in writing upon identifying significant irregularities or the potential damages and losses to the Company, and with a report prepared.

Article 24 (Disciplinary and Appeal System)

The Company should clearly enact and publish the disciplinary action and grievance system for any unethical conduct identified; also, immediately disclose the job title and name of the offender in the Company’s internal Website, date of violation, and violation descriptions and handling.

Article 25 (Information disclosure)

The Company should establish and promote the quantitative data of ethical corporate management, continue to analyze and assess the effectiveness of promoted ethical corporate management policies, disclose the implementation measures for ethical corporate management, the execution, the aforementioned quantitative data, and the implementation achievement on the Company’s website, annual report, and prospectus; also, disclose the content of the “Ethical Corporate Management Best Practice Principles” in MOPS.

Article 26 (Ethical management policies and measures review and amendment)

The Company should pay attention to the development of the domestic and international ethical corporate management norms, and encourage the directors, supervisors, managers, and employees to propose suggestions for improving the Company’s ethical corporate management policies and the implementation measures in order to enhance the implementation and effectiveness of the Company’s ethical corporate management.

Article 27 (Implementation)

The “Ethical Corporate Management Best Practice Principles” of the Company should be implemented with the approval of the Board of Directors and should be forwarded to each supervisor and presented in the shareholders’ meeting, so is the amendment.

The Company with independent directors appointed should have the opinions of each independent director taken into consideration when having the “Ethical Corporate Management Best Practice Principles” presented to the Board of Directors for discussion in accordance with the requirements stated in the preceding paragraph. Also, the objections or reservations of each independent director should be documented in the Minutes of the Board Meeting. If independent directors cannot attend the Board meeting personally to express their oppositions or reservations, unless it is justified, they should issue a written opinion in advance that should be documented in

the Minutes of the Board Meeting.

For the Company with an Audit Committee organized, the specific provisions of the “Ethical Corporate Management Best Practice Principles” for supervisors are applicable to the Audit Committee.

Annex 6

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees”

Before and After Revision

	BEFORE THE REVISION	AFTER THE REVISION
	Article 5 Total loaning of funds and individual loan limit The Company’s total loaning of funds is limited to 40% of the Company’s net worth, in which, the limit of loaning of funds to each company is subject to the following criteria: I. The total and individual loaning of fundto the single subsidiary of the Companyis limited to 40% of the Company’s net worth. II. The total loaning of funds to the company or firm conducting business with the Company is limited to 40% of the Company’s net worth. The loaning of funds to each individual company is limited to the total business transaction amount between the two companies within the year. The so-called “business transaction amount” meant for the higher of the purchase amount or sales amount between the two companies. III. The loaning of funds to the companies or firms in need is limited to 40% of the Company’s net worth. The loaning of fund to individual company or firm is limited to 5% of the Company’s net worth. IV. The loaning of funds to foreign companies with 100% voting shares held by the Company directly or indirectly is limited to 40% of the Company’s net worth. The borrowers referred to in the preceding paragraph must provide sufficient collateral for the loaning of funds from the Company; however, the Company’s subsidiaries are exempted from the requirement of providing collateral for loaning of funds.	Article 5 Total loaning of funds and individual loan limit The Company’s total loaning of funds is limited to 40% of the Company’s net worth, in which, the limit of loaning of funds to each company is subject to the following criteria: I. The total and individual loaning of fundsto the subsidiaries of the Company is limited to 40% of the Company’s net worth. II. The total loaning of funds to the company or firm conducting business with the Company is limited to 40% of the Company’s net worth. The loaning of funds to each individual company is limited to the total business transaction amount between the two companies within the year. The so-called “business transaction amount” meant for the higher of the purchase amount or sales amount between the two companies. III. The loaning of funds to the companies or firms in need is limited to 40% of the Company’s net worth. The loaning of fund to individual company or firm is limited to 5% of the Company’s net worth. IV. The loaning of funds to foreign companies with 100% voting shares held by the Company directly or indirectly is limited to 40% of the Company’s net worth. The borrowers referred to in the preceding paragraph must provide sufficient collateral for the loaning of funds from the Company; however, the Company’s subsidiaries are exempted from the requirement of providing collateral for loaning of funds.
	Article 8 The Company’s endorsement/guarantee is limited to the following objects: I.The companies that conduct business	Article 8 The Company’s endorsement/guarantee is limited to the following objects: I.The companies that conduct business

transactions with the Company. transactions with the Company. II. The companies that are with over 50% II. The companies that are with over 50% voting shares held by the Company voting shares held by the Company directly or indirectly. directly or indirectly. III. The companies that own over 50% III. The companies that own over 50% voting shares of the Company directly or voting shares of the Company directly or indirectly. indirectly. IV. The companies that are with 100% IV. The companies that are with 100% voting shares held by the Company voting shares held by the Company directly or indirectly. directly or indirectly. The Company may make The Company may make endorsements/guarantees for the endorsements/guarantees for the companies that are with over 90% voting companies that are with over 90% voting shares held by the Company directly or shares held by the Company directly or indirectly and it is for an amount limited indirectly and it is for an amount limited to 10% of the invested company’s net to 10% of the invested company’s net worth. However, the worth. However, the endorsements/guarantees made for the endorsements/guarantees made for the companies that are with 100% voting companies that are with 100% voting shares held by the Company directly or shares held by the Company directly or indirectly are not subject to this indirectly are not subject to this restriction. restriction. The mutual guarantees between the The mutual guarantees between the industry or co-builder for the need of industry or co-builder for the need of undertaking engineering projects undertaking engineering projects according to the contract signed, or, the according to the contract signed, or, the endorsement/guarantee made for the endorsement/guarantee made for the invested company by the shareholders invested company by the shareholders proportionally to their shareholding ratio proportionally to their shareholding ratio due to a joint investment, or, joint due to a joint investment, or, joint performance bond for the pre-sale house performance bond for the pre-sale house contract by the industry in accordance contract by the industry in accordance with the Consumer Protection Law are with the Consumer Protection Law are not subject to the restrictions in the not subject to the restrictions in the preceding paragraphs. Therefore, preceding paragraphs. Therefore, making of endorsements/guarantees is making of endorsements/guarantees is permitted. The so-called “investment” in permitted. The so-called “investment” in the preceding paragraph meant for the the preceding paragraph meant for the funding made by public companies funding made by the companies directly directly or through the invested company or through the invested company with with 100% voting shares held by the 100% voting shares held by the public public companies. companies. Article 11 Article 11 The Company’s “Procedures for The Company’s “Procedures for Loaning of Funds” Loaning of Funds” I. Resolution of the Board of Directors I. Resolution of the Board of Directors The loaning of fund quota granted to one The loaning of fund quota granted to one single enterprise should be with the single enterprise should be with the consent of the Board of Directors. consent of the Board of Directors. Carefully assess whether the loaning of Carefully assess whether the loaning of funds is in compliance with the funds is in compliance with the “Procedures for Loaning of Funds” “Procedures for Loaning of Funds” before granting the loans and it should before granting the loans and it should be presented to the Board of Directors be presented to the Board of Directors

for resolutions along with the evaluation for resolutions along with the evaluation of the Finance Office; moreover, the of the Finance Office; moreover, the decision-making process cannot be decision-making process cannot be reassigned to any other person. reassigned to any other person. The loaning of funds between the The loaning of funds between the Company and its subsidiaries or among Company and its subsidiaries or among the subsidiaries should be presented to the subsidiaries should be presented to the Board of Directors for resolutions in the Board of Directors for resolutions in accordance with the provisions in the accordance with the provisions in the preceding paragraph. In addition, the preceding paragraph. In addition, the Chairman may be authorized to grant Chairman may be authorized to grant certain loans amount to one borrower certain loans amount to one borrower that is resolved in the board meeting that is resolved in the board meeting distributed in installments or revolving distributed in installments or revolving use within one year. use within one year. The so-called “certain loan amount” in The so-called “certain loan amount” in the preceding paragraph, unless the preceding paragraph, unless otherwise in compliance with Article 8 otherwise in compliance with Article 5 Paragraph 1 Clause 4, means that the Paragraph 1 Clause 4, means that the Company or its subsidiaries are Company or its subsidiaries are authorized to grant loans to one authorized to grant loans to one enterprise for an amount limited to 10% enterprise for an amount limited to 10% of the enterprise’s net worth in the most of the enterprise’s net worth in the most recent financial statements. recent financial statements. The opinions of the independent The opinions of the independent directors should be included for directors should be included for consideration when the proposal is consideration when the proposal is discussed in the Company’s Board discussed in the Company’s Board meeting. In addition, the agreement and meeting. In addition, the agreement and disagreement and the reasons for disagreement and the reasons for disagreement should be detailed in the disagreement should be detailed in the minutes of board meeting. minutes of board meeting. II. Detailed review procedures II. Detailed review procedures (I)…………. (I)…………. (II)………….. (II)………….. (III)…………… (III)…………… (IV)…………. (IV)…………. (V)…………. (V)…………. (VI)………… (VI)………… III. Subsequent control of the loan III. Subsequent control of the loan amount and procedures for amount and procedures for non-performing loan non-performing loan (I) Frequently observe the finance, (I) Frequently observe the finance, business, and the related letter of credit business, and the related letter of credit of the borrower and guarantor after the of the borrower and guarantor after the loan distributed. If there is any collateral loan distributed. If there is any collateral collected, observe whether there is any collected, observe whether there is any change in the value, in case of major change in the value, in case of major changes in the collateral value, the changes in the collateral value, the Chairman should be notified Chairman should be notified immediately to give instructions for immediately to give instructions for proper handling. proper handling. (II) If the borrower has the loan repaid (II) If the borrower has the loan repaid on or before the due date, the interest on or before the due date, the interest

payable should be calculated for payable should be calculated for payment along with the principals. The payment along with the principals. The promissory note for the loan can be promissory note for the loan can be returned or mortgage can be cancelled returned or mortgage can be cancelled only when the loan is repaid in full. only when the loan is repaid in full. (III) Borrower shall have the principle IV. Finance Officer should assess the and interest of loan repaid in full on the situation of loaning of funds and due date. If the loan cannot be repaid on appropriate adequate allowance for bad the due date with a loan extension debts; also, disclose the information of needed, an application should be filed in loaning of funds and provide the related advance for the approval of the Board of information to the CPAs for Directors. The extension of each loan implementing necessary auditing may not be for more than three months procedures. and it is limited to one extension. The V. If the change of circumstances causes Company is entitled to have had the the Company’s borrowers not complying collateral disposal or the recourse of loan with the requirements or the loan amount from the guarantor discretionally balance exceeding the quota, the against the offenders. Company should have a corrective plan IV. Finance Officer should assess the formed and then delivered to the Audit situation of loaning of funds and Committee, and complete the corrective appropriate adequate allowance for bad action in accordance with the project debts; also, disclose the information of schedule. loaning of funds and provide the related information to the CPAs for implementing necessary auditing procedures. V. If the change of circumstances causes the Company’s borrowers not complying with the requirements or the loan balance exceeding the quota, the Company should have a corrective plan formed and then delivered to each supervisor, and complete the corrective action in accordance with the project schedule. Article 12 Article 12 The Company’s “Procedures for Making The Company’s “Procedures for Making of Endorsements/Guarantees” of Endorsements/Guarantees” I. The Company’s decision-making unit I. The Company’s decision-making unit and levels of authority for handling the and levels of authority for handling the making of endorsements/guarantees: making of endorsements/guarantees: (I)………… (I)………… (II)……….. (II)……….. (III) The Company when intending to (III) The Company, when intending to make endorsements/guarantees for make endorsements/guarantees for others should have the “Procedures for others, should have the “Procedures for Making of Endorsements/Guarantees” Making of Endorsements/Guarantees” enacted and has it passed in the Board enacted with the consent of the Audit meeting, distributed to each supervisor, Committee, passed in the Board and resolved in the shareholders meeting, and resolved in the meeting. If an objection is raised by a shareholders meeting. If an objection is director in writing or recorded, the raised by a director in writing or Company should have the objection recorded, the Company should have the presented to each supervisor and to be objection presented in the shareholders’

	discussed in the shareholders meeting; so is the amendment. When the Company has the “Procedures for Making of Endorsements/Guarantees” presented to the Board of Directors for discussion in accordance with the requirements stated in the preceding paragraph, the Company should take full account of the opinions of the independent directors. In addition, the agreement and disagreement and the reasons for disagreement should be detailed in the minutes of board meeting. The Company when not intending to make endorsements/guarantees for others should report it to the Board or Directors for approval and will be exempted from the obligation of stipulating the “Procedures for Making of Endorsements/Guarantees.” The subsequent endorsements/guarantees process shall be handled in accordance with the requirements stated in the preceding paragraphs. (IV) If the Company due to business operations needs to have the endorsements/guarantees amount expanded exceeding the quota defined in Article 9,it may not be processed without the resolution and consent of the Board of Directors and the signatures of a majority of the directors; also, the “Procedures for Making of Endorsements/Guarantees” must be amended and ratified in the shareholders meeting. If it is not resolved and approved in the shareholders meeting, a plan for eliminating the excessive loaning of fund within a certain period of time should be proposed. II. The Company’s “Procedures for Making of Endorsements/Guarantees” is as follows: (I) For the process of endorsements/guarantees, the Finance Officer should examine the itemized review of qualifications, ensure the loan quota complying with the requirements of the “Procedures for Making of Endorsements/Guarantees,” determine whether there are incidents to be noticed and declared mandatorily in accordance withthe application filed by each		meeting for discussion; so is the amendment. When the Company has the “Procedures for Making of Endorsements/Guarantees” presented to the Board of Directors for discussion in accordance with the requirements stated in the preceding paragraph, the Company should take full account of the opinions of the independent directors. In addition, the agreement and disagreement and the reasons for disagreement should be detailed in the minutes of board meeting. The Company when not intending to make endorsements/guarantees for others should report it to the Board or Directors for approval and will be exempted from the obligation of stipulating the “Procedures for Making of Endorsements/Guarantees.” The subsequent endorsements/guarantees process shall be handled in accordance with the requirements stated in the preceding paragraphs. (IV) If the Company, due to business operations, needs to have the endorsements/guarantees amount expanded exceeding the quota defined in Article 9,it may not be processed without the resolution and consent of the Board of Directors and the signatures of a majority of the directors for the possible losses resulted from exceeding the threshold of endorsements/guarantees; also, the “Procedures for Making of Endorsements/Guarantees” must be amended and ratified in the shareholders meeting. If it is not resolved and approved in the shareholders meeting, a plan for eliminating the excessive loaning of funds within a certain period of time should be proposed. II. The Company’s “Procedures for Making of Endorsements/Guarantees” is as follows: (I) For the process of endorsements/guarantees, the Finance Officer should examine the itemized review of qualifications, ensure the loan quota complying with the requirements of the “Procedures for Making of Endorsements/Guarantees,”determine

endorsement/guarantee object and whether there are incidents to be noticed analyze the business operations and and declared mandatorily in accordance financial and credit conditions of the with the application filed by each endorsement/guarantee object to assess endorsement/guarantee object and and document the risk of analyze the business operations and endorsements/guarantees, and shall financial and credit conditions of the obtain collateral when necessary. The endorsement/guarantee object to assess endorsements/guarantee contents, and document the risk of reasons, and risk assessment result endorsements/guarantees, and shall approved by the Chairman should be obtain collateral when necessary. The presented to the Board of Directors for endorsements/guarantee contents, discussion and approval. The reasons, and risk assessment result endorsements/guarantees within the approved by the Chairman should be authorized quota will be reviewed and presented to the Board of Directors for approved by the Chairman discretionally discussion and approval. The in accordance with the credit and endorsements/guarantees within the financial status of the authorized quota will be reviewed and endorsement/guarantee object. approved by the Chairman discretionally (II) The Finance Office shall have the in accordance with the credit and endorsements/guarantees registry financial status of the prepared. The endorsements/guarantees endorsement/guarantee object. approved by the Board of Directors or (II) The Finance Office shall have the reviewed and approved by the Chairman endorsements/guarantees registry are to be stamped and sealed in prepared. The endorsements/guarantees accordance with the prescribed approved by the Board of Directors or procedures. In addition, the information reviewed and approved by the Chairman of the commitments and guarantee are to be stamped and sealed in matters, the name of the guaranteed accordance with the prescribed enterprise, the risk assessment result, procedures. In addition, the information endorsement/guarantee amount, obtained of the commitments and guarantee collateral, and the conditions of matters, the name of the guaranteed cancelling endorsement/guarantee and enterprise, the risk assessment result, date should be detailed in the registry for endorsement/guarantee amount, obtained records. Moreover, the related notes, collateral, and the conditions of agreements, etc. should be photocopied cancelling endorsement/guarantee and for safekeeping. date should be detailed in the registry for (III) The Finance Office shall prepare the records. Moreover, the related notes, monthly statement for the guarantee agreements, etc. should be photocopied matters occurred and cancelled for for safekeeping. control, trace, notice, and declaration. (III) The Finance Office shall prepare The contingent loss of the monthly statement for the guarantee endorsement/guarantee should be matters occurred and cancelled for assessed and recognized quarterly. Also, control, trace, notice, and declaration. disclose the information of The contingent loss of endorsement/guarantee in the financial endorsement/guarantee should be statements and provide the related assessed and recognized quarterly. Also, information to the CPAs for disclose the information of implementing necessary auditing endorsement/guarantee in the financial procedures. statements and provide the related (IV) If the endorsement/guarantee object information to the CPAs for was initially in compliance with the implementing necessary auditing provisions of Article 8 but was not procedures. subsequently, or, the (IV) The Finance Officer before the endorsement/guaranteed amount endorsement/guarantee expiry date

exceeding the quota subsequently caused should take the initiative to inform the by changes in the calculation basis, the guaranteed enterprise to collect the endorsement/guarantee amount of the promissory note from the bank or object or the overrun amount must be creditor institution and have the eliminated upon the expiration of the endorsement/guarantee related deed and contract, or the Finance Officer is to document destroyed. draft up a plan for eliminating the III. The Company’s endorsement/guarantee amount of the endorsement/guarantee special specimen object or the overrun amount within the seals safekeeping and the procedures for specific time period authorized by the the use of specimen seals: Chairman and the result should be (I) The Company shall designate the reported to the Board of Directors. corporate specimen seals that were filed (V) The Finance Officer before the with the Ministry of Economic Affairs endorsement/guarantee expiry date for business registration as the specific should take the initiative to inform the specimen seals for guaranteed enterprise to collect the endorsement/guarantee; also, the said promissory note from the bank or specimen seals are placed under the creditor institution and have the custody of the Chairman’s secretary with endorsement/guarantee related deed and the consent of the Board of Directors. document destroyed. The change of the specimen seals III. The Company’s custodian must be reported to the Board endorsement/guarantee special specimen of Directors for approval and the custody seals safekeeping and the procedures for of the specimen seals will be transferred the use of specimen seals: thereafter. (I) The Company shall designate the (II) After the endorsement/guarantee corporate specimen seals that were filed resolved by the Board of Directors or with the Ministry of Economic Affairs approved by the Chairman, the Finance for business registration as the specific Office is to fill out the “Impression specimen seals for Application Form” to have the seal endorsement/guarantee; also, the said affixed on the document along with the specimen seals are placed under the record of approval and custody of the Chairman’s secretary with endorsement/guarantee agreement or the consent of the Board of Directors. guaranteed notes at the seal custodian’s The change of the specimen seals with the approval of the Chairman. custodian must be reported to the Board (III) The specimen seals custodian should of Directors for approval and the custody check whether the approved record is of the specimen seals will be transferred enclosed, whether the “Impression thereafter. Application Form” approved by the (II) After the endorsement/guarantee Chairman, and whether the document resolved by the Board of Directors or applied for impression is correct before approved by the Chairman, the Finance affixing the specimen seals on the Office is to fill out the “Impression documents. The “Impression Application Application Form” to have the seal Form” should be marked for affixed on the document along with the identification upon the completion of record of approval and affixing specimen seals on the endorsement/guarantee agreement or documents. guaranteed notes at the seal custodian’s (IV) For the guarantees made for foreign with the approval of the Chairman. companies, the Letter of Guarantee is to (III) The specimen seals custodian should be signed by the Chairman or the check whether the approved record is President with the authorization of the enclosed, whether the “Impression Board of Directors. Application Form” approved by the IV. If the change of circumstances Chairman, and whether the document causes the Company’s applied for impression is correct before endorsement/guarantee object to no

affixing the specimen seals on the longer complying with the requirements documents. The “Impression Application or the loan balance exceeding the quota, Form” should be marked for the Company should have a corrective identification upon the completion of plan formed and then delivered to the affixing specimen seals on the Audit Committee, and complete the documents. corrective action in accordance with the (IV) For the guarantees made for foreign project schedule. companies, the Letter of Guarantee is to be signed by the Chairman or the President with the authorization of the Board of Directors. IV. If the change of circumstances causes the Company’s endorsement/guarantee object not complying with the requirements or the loan balance exceeding the quota, the Company should have a corrective plan formed and then delivered to each supervisor, and complete the corrective action in accordance with the project schedule. Article 13 Article 13 The “Procedures for Announcing and The “Procedures for Announcing and Declaring the Company’s Loaning of Declaring the Company’s Loaning of Funds and Making of Funds and Making of Endorsements/Guarantees” is as follows: Endorsements/Guarantees” is as follows: I. The Finance Office is to have the I. The Finance Office is to have the loaning of funds and making of loaning of funds and making of endorsements/guarantees by the endorsements/guarantees by the Company and its subsidiaries of the prior Company and its subsidiaries of the prior month along with the sales report month along with the sales report announced before the 10th day of this announced before the 10th day of this month and declared on the information month and declared on the information reporting website designated by the reporting website designated by the Financial Supervisory Commission. Financial Supervisory Commission. II. In addition to noticing and declaring II. In addition to noticing and declaring the loaning of funds and making of the loaning of funds and making of endorsement/guarantee balance monthly, endorsement/guarantee balance monthly, when the loaning of funds and making of when the loaning of funds and making of endorsement/guarantee by the Company endorsement/guarantee by the Company and its subsidiaries meets one of the and its subsidiaries meets one of the following criteria, the Finance Office following criteria, the Finance Office should submit relevant information for should submit relevant information for announcement and declaration within 2 announcement and declaration within 2 days from the Event Date and declared days from the Event Date and declared on the information reporting website on the information reporting website designated by Financial Supervisory designated by Financial Supervisory Commission (or within 7 days from the Commission Event Date for overseas subsidiaries): (I)………… (I)………… (II)……….. (II)……….. (III)………. (III)………. (IV)………. (IV)………. (V)……….. (V)……….. (VI)……….

(VI)………. If the subsidiary is not a public company If the subsidiary is not a public company in Taiwan and is with the notice and in Taiwan and is with the notice and declaration to be made as stated in declaration to be made as stated in Paragraph 5 or Paragraph 6, it should be Paragraph 5 or Paragraph 6, it should be handled by the parent company instead. handled by the parent company instead. Article 14 Article 14 Other matters to be handled Other matters to be handled I. If the Company’s subsidiary intends to I. If the Company’s subsidiary intends to arrange loaning of funds, the public arrange loaning of funds, the company company should command the should command the subsidiary to have subsidiary to have the “Procedures for the “Procedures for Loaning of Funds” Loaning of Funds” stipulated in stipulated in accordance with the accordance with the “Procedures for “Procedures for Loaning of Funds and Loaning of Funds and Making of Making of Endorsements/Guarantees by Endorsements/Guarantees by Public Public Companies;” also, it should be Companies;” also, it should be handled handled in accordance with the in accordance with the prescribed prescribed operating procedures. operating procedures. II. The subsidiary’s “Procedures for II. The subsidiary’s “Procedures for Making of Endorsements/Guarantees” is Making of Endorsements/Guarantees” is stipulated and handled in accordance stipulated and handled in accordance with the Company’s. The subsidiaries with the Company’s. The subsidiaries are to have the endorsement/guarantee are to have the endorsement/guarantee amount, object, and deadline reported to amount, object, and deadline reported to the Company before the 5th day of each the Company before the 5th day of each month; however, it should be reported to month; however, it should be reported to the Company immediately for notice and the Company immediately for notice and declaration process when meeting the declaration process when meeting the standards set in Article 13 Paragraph 1 standards set in Article 13 Paragraph 1 Clause 2. Clause 2. III. The endorsement/guarantee and the III. The endorsement/guarantee and the related matters of the Company and its related matters of the Company and its subsidiaries within the business year subsidiaries within the business year should be reported in the shareholders should be reported in the shareholders meeting of the following year. meeting of the following year. IV. Internal auditors should have the IV. Internal auditors should have the “Procedures for Loaning of Funds and “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” Making of Endorsements/Guarantees” and its implementation audited at least and its implementation audited at least quarterly with a written record prepared. quarterly with a written record prepared. The Audit Committee should be Supervisors should be informed in informed in writing immediately for any writing immediately for any major major nonconformity identified. nonconformity identified. Article 17 Article 17 The “Procedures for Loaning of Funds The “Procedures for Loaning of Funds and Making of and Making of Endorsements/Guarantees” is stipulated Endorsements/Guarantees” must be done in accordance with the resolutions of the with the consent of the Audit Board of Directors, presented to the Committee, resolution of the Board of supervisors, and resolved in the Directors, and approved in the shareholders’ meeting before shareholders’ meeting before implementation. If an objection is raised implementation, so is the amendment. by a director in writing or recorded, the

Company should have the objection presented to each supervisor and to be discussed in the shareholders meeting; so is the amendment.

Annex 7

YIEH PHUI ENTERPRISE CO., LTD.

Procedures for Loaning of Funds and Making of Endorsements/Guarantees

Article 1: The “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” are stipulated to substantiate the Company’s loaning of funds and making of endorsements/guarantees in order to reduce operating risks.

Article 2: The “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” are stipulated in accordance with the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” of the Financial Supervisory Commission.
Article 3: The Company’s loaning of funds and making endorsements/guarantees should be processed in accordance with the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees,” unless otherwise provided by other law and regulations that shall prevail.
Article 4: In terms of the objects for the loaning of funds by the Company, according to Article 15 of the Company Law, the Company’s funds may not be loaned to the shareholders or any other except for in the following circumstances:
I. The companies or firms that have business deals conducted with the Company.
II. The companies or firms that are with the need of short-term financing.
III. The foreign companies with 100% voting shares held by the Company directly or indirectly;
- The so-called “short-term” in the preceding paragraph meant for one year; however, if the Company’s operating cycle is longer than one year, it is subject to the business cycle.
- The financing period of the foreign companies with 100% voting shares held by the Company directly or indirectly is subject to the requirements of Article 6. The loaning of funds for the business transactions conducted between the Company and other companies or firms should be processed in accordance with Article 5 Paragraph 1 Clause 2. The loaning of funds for short-term financing is limited to the following circumstances:
- (I) The short-term financing needed for business operation of the company with over 20% shares held by the Company.
- (II) The short-term financing needed for raw material procurement or working capital of other companies or firms.
Article 5: Total loaning of funds and individual loan limit

The Company’s total loaning of funds is limited to 40% of the Company’s net worth, in which, the limit of loaning of funds to each company is subject to the following criteria:

I. The total and individual loaning of funds to the subsidiaries of the Company is limited to 40% of the Company’s net worth.
II. The total loaning of funds to the company or firm conducting business with the Company is limited to 40% of the Company’s net worth. The loaning of funds to each individual company is limited to the total business transaction amount between the two companies within the year. The so-called “business transaction amount” meant for the higher of the purchase amount or sales amount between the two companies.
III. The loaning of funds to the companies or firms in need is limited to 40% of the Company’s net worth. The loaning of fund to individual company or firm is

limited to 5% of the Company’s net worth.

IV. The loaning of funds to foreign companies with 100% voting shares held by the Company directly or indirectly is limited to 40% of the Company’s net worth. The borrowers referred to in the preceding paragraph must provide sufficient collateral for the loaning of funds from the Company; however, the Company’s subsidiaries are exempted from the requirement of providing collateral for loaning of funds.
Article 6: Financing period and interest-bearing methods
I. Period: The financing period of each loaning of funds may not exceed 1 year from the date of the loan granted. However, the financing period for the foreign companies with 100% voting shares held by the Company directly or indirectly may not exceed 10 years in response to the need of business operation.
II. Interest rate: Interest rate is determined depending on the financial market interest rate at the time; however, it may not be less than the maximum interest rate of short-term borrowings from financial institutions. The Company has loan interest accrued monthly and it may be adjusted depending on the actual practice under a special circumstance with the approval of the Board of Directors.
Article 7: The endorsements/guarantees referred to in this “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” include:
I. Financing endorsements/guarantees:
- (I) Checks discount financing.
- (II) The making of endorsements/guarantees for the financing of other companies.
- (III) The checks issued to non-financial businesses as collateral for the financing of the Company.
II. Tariff endorsements/guarantees: The making of endorsements/guarantees for the tariff matters of the Company or other companies.
III. Other endorsements/guarantees: The other endorsements/guarantees are other than those that are classified into the two categories in the preceding paragraphs. The Company offers properties or real properties to be mortgaged or pledged as collateral for the loans of other companies that is to be processed in accordance with the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees.”
Article 8: The Company’s endorsement/guarantee is limited to the following objects:
I. The companies that conduct business transactions with the Company.
II. The companies that are with over 50% voting shares held by the Company directly or indirectly.
III. The companies that own over 50% voting shares of the Company directly or indirectly.
IV. The companies that are with 100% voting shares held by the Company directly or indirectly.

The Company may make endorsements/guarantees for the companies that are with over 90% voting shares held by the Company directly or indirectly and it is for an amount limited to 10% of the invested company’s net worth. However, the endorsements/guarantees made for the companies that are with 100% voting shares held by the Company directly or indirectly are not subject to this restriction. The mutual guarantees between the industry or co-builder for the need of undertaking engineering projects according to the contract signed, or, the endorsement/guarantee made for the invested company by the shareholders proportionally to their shareholding ratio due to a joint investment, or, joint performance bond for the pre-sale house contract by the industry in accordance with the Consumer Protection Law are not subject to the restrictions in the preceding paragraphs. Therefore, making of endorsements/guarantees is permitted. The so-called “investment” in the preceding

paragraph meant for the funding made by the companies directly or through the invested company with 100% voting shares held by the public companies. Article 9: The Company’s total making of endorsements/guarantees amount may not exceed the Company’s net worth; in addition, the making of endorsements/guarantees amount for one single subsidiary may not exceed the subsidiary’s net worth depending on the actual business operation of the subsidiary. The total making of endorsements/guarantees amount by the Company and its subsidiaries as a whole shall not exceed twice of the net worth of the Company, for a single enterprise shall not exceed one-third of the Company’s net worth. The making of endorsements/guarantees due to business operation shall not exceed the total transaction amount with the Company within the year (the higher of the sales or purchase amount between the two companies). The so-called “net worth” is based on the most recent financial statements audited or reviewed by the CPAs. Article 10: The so-called “subsidiary” and “parent company” in the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” should be recognized in accordance with the definition given in the “Regulations Governing the Preparation of Financial Reports by Securities Firms.”

The financial reports of public companies are prepared in accordance with the International Financial Reporting Standards (IFRSs), in which, the so-called “net worth” means the “Shareholders’ Equity of Parent Company” in the balance sheet that is prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.” The so-called “notice and declaration” in the “Regulations Governing the Preparation of Financial Reports by Securities Firms” means to have information posted on the information reporting website designated by the Financial Supervisory Commission. The so-called “Event Date” in the “Regulations Governing the Preparation of Financial Reports by Securities Firms” means the deal signing date, payment date, board resolution date, or other date with the transaction counterparty and transaction amount sufficiently determined, whichever is sooner (earlier).

Article 11: The Company’s “Procedures for Loaning of Funds” 8. Resolution of the Board of Directors

The loaning of fund quota granted to one single enterprise should be with the consent of the Board of Directors. Carefully assess whether the loaning of funds is in compliance with the “Procedures for Loaning of Funds” before granting the loans and it should be presented to the Board of Directors for resolutions along with the evaluation of the Finance Office; moreover, the decision-making process cannot be reassigned to any other person.

The loaning of funds between the Company and its subsidiaries or among the subsidiaries should be presented to the Board of Directors for resolutions in accordance with the provisions in the preceding paragraph. In addition, the Chairman may be authorized to grant certain loans amount to one borrower that is resolved in the board meeting distributed in installments or revolving use within one year.

The so-called “certain loan amount” in the preceding paragraph, unless otherwise in compliance with Article 5 Paragraph 1 Clause 4, means that the Company or its subsidiaries are authorized to grant loans to one enterprise for an amount limited to 10% of the enterprise’s net worth in the most recent financial statements.

The opinions of the independent directors should be included for consideration when the proposal is discussed in the Company’s Board meeting. In addition, the agreement and disagreement and the reasons for disagreement should be detailed

in the minutes of board meeting.

Detailed review procedures
(I) The borrowing enterprise or firm when requesting loans should have the Letter of Declaration delivered to the Company.
(II) To ensure the borrowing company or firm having the loan amount repaid before deadline, the Company depending on the need may request the borrowing company or firm to issue a 1-year promissory note for the loan amount with the maturity date in blank and the Company as the payee, and protest exemption, which will be returned to the borrowing company or firm once the loan is fully repaid.
(III) The application form should be reviewed by the highest supervisor of the Finance Office in advance as follows:
1. The necessity and reasonableness of the loaning of funds.
2. The credit and risk evaluation on the borrowers.
3. Assessing the impact on the Company operational risk, financial status, and shareholders’ equity.
4. Whether or not to obtain collateral and assess the value of the collateral.
(IV) The application form reviewed by the Finance Officer along with the evaluation result of the Finance Officer is to be presented to the Board of Directors for discussion.
(V) After the resolution reached by the Board of Directors, the Finance Officer issues and submits the voucher for the issuance of a check to the Chairman for approval.
(VI) Upon the approval of the Chairman, the Finance Officer is to have a check issued and processed in accordance with the following requirements:
1. The check must be stamped and crossed to prohibit endorsement and transfer; also, it is made payable to “limit deposit ×× bank account no. ×× company account;” so is the repayment.
2. The contents of the “Borrowing Companies or Firms Registry” include the borrowers, amount, the Board approval date, the funds distribution date, and the matters stated in Clause (3) to be carefully assessed for controlling the loan amount; so is the repayment.
3. Interest is accrued at the end of each month.
4. Prepare the Borrowing Companies or Firms Statement at the end of each month for notice and declaration accordingly.
Subsequent control of the loan amount and procedures for non-performing loan
(I) Frequently observe the finance, business, and the related letter of credit of the borrower and guarantor after the loan distributed. If there is any collateral collected, observe whether there is any change in the value, in case of major changes in the collateral value, the Chairman should be notified immediately to give instructions for proper handling.
(II) If the borrower has the loan repaid on or before the due date, the interest payable should be calculated for payment along with the principals. The promissory note for the loan can be returned or mortgage can be cancelled only when the loan is repaid in full.
Finance Officer should assess the situation of loaning of funds and appropriate

adequate allowance for bad debts; also, disclose the information of loaning of funds and provide the related information to the CPAs for implementing necessary auditing procedures.

If the change of circumstances causes the Company’s borrowers to no longer comply with the requirements or the loan balance exceeding the quota, the Company should have a corrective plan formed and then delivered to each supervisor, deliver the related corrective action to the Audit Committee, and complete the corrective action in accordance with the project schedule.
Article 12: The Company’s “Procedures for Making of Endorsements/Guarantees”
I. The Company’s decision-making unit and levels of authority for handling the making of endorsements/guarantees:
- (I) The Company shall have the endorsements/guarantees approval handled in accordance with Paragraph 2 of this Article after the resolution reached by the Board of Directors. However, to meet the need for adequate timing, for a total loan amount of NT$1 billion and a loan amount to one single enterprise for NT$500 million, the Chairman is authorized by the Board of Directors to make a decision first and report it in the latest Board meeting for ratification.
- (II) The Company before making endorsements/guarantees for the companies that are with over 90% voting shares held by the Company directly or indirectly in accordance with Article 8 Paragraph 2 should have it reported to the Board of Directors for resolutions. However, the endorsements/guarantees made for the companies that are with 100% voting shares held by the Company directly or indirectly are not subject to this restriction.
- (III) The Company, when intending to make endorsements/guarantees for others, should have the “Procedures for Making of Endorsements/Guarantees” enacted with the consent of the Audit Committee, passed in the Board meeting, and resolved in the shareholders meeting. If an objection is raised by a director in writing or recorded, the Company should have the objection presented in the shareholders’ meeting for discussion; so is the amendment.

When the Company has the “Procedures for Making of Endorsements/Guarantees” presented to the Board of Directors for discussion in accordance with the requirements stated in the preceding paragraph, the Company should take full account of the opinions of the independent directors. In addition, the agreement and disagreement and the reasons for disagreement should be detailed in the minutes of board meeting.

The Company when not intending to make endorsements/guarantees for others should report it to the Board or Directors for approval and will be exempted from the obligation of stipulating the “Procedures for Making of Endorsements/Guarantees.” The subsequent endorsements/guarantees process shall be handled in accordance with the requirements stated in the preceding paragraphs.

(IV) If the Company, due to business operations, needs to have the endorsements/guarantees amount expanded exceeding the quota defined in Article 9, it may not be processed without the resolution and consent of the Board of Directors and the signatures of a majority of the directors for the possible losses resulted from exceeding the threshold of

endorsements/guarantees; also, the “Procedures for Making of Endorsements/Guarantees” must be amended and ratified in the shareholders meeting. If it is not resolved and approved in the shareholders meeting, a plan for eliminating the excessive loaning of funds within a certain period of time should be proposed.

II. The Company’s “Procedures for Making of Endorsements/Guarantees” is as follows:
(I) For the process of endorsements/guarantees, the Finance Officer should examine the itemized review of qualifications, ensure the loan quota complying with the requirements of the “Procedures for Making of Endorsements/Guarantees,” determine whether there are incidents to be noticed and declared mandatorily in accordance with the application filed by each endorsement/guarantee object and analyze the business operations and financial and credit conditions of the endorsement/guarantee object to assess and document the risk of endorsements/guarantees, and shall obtain collateral when necessary. The endorsements/guarantee contents, reasons, and risk assessment result approved by the Chairman should be presented to the Board of Directors for discussion and approval. The endorsements/guarantees within the authorized quota will be reviewed and approved by the Chairman discretionally in accordance with the credit and financial status of the endorsement/guarantee object.
(II) The Finance Office shall have the endorsements/guarantees registry prepared. The endorsements/guarantees approved by the Board of Directors or reviewed and approved by the Chairman are to be stamped and sealed in accordance with the prescribed procedures. In addition, the information of the commitments and guarantee matters, the name of the guaranteed enterprise, the risk assessment result, endorsement/guarantee amount, obtained collateral, and the conditions of cancelling endorsement/guarantee and date should be detailed in the registry for records. Moreover, the related notes, agreements, etc. should be photocopied for safekeeping.
(III) The Finance Office shall prepare the monthly statement for the guarantee matters occurred and cancelled for control, trace, notice, and declaration. The contingent loss of endorsement/guarantee should be assessed and recognized quarterly. Also, disclose the information of endorsement/guarantee in the financial statements and provide the related information to the CPAs for implementing necessary auditing procedures.
(IV) The Finance Officer before the endorsement/guarantee expiry date should take the initiative to inform the guaranteed enterprise to collect the promissory note from the bank or creditor institution and have the endorsement/guarantee related deed and document destroyed.
III. The Company’s endorsement/guarantee special specimen seals safekeeping and the procedures for the use of specimen seals:
(I) The Company shall designate the corporate specimen seals that were filed with the Ministry of Economic Affairs for business registration as the specific specimen seals for endorsement/guarantee; also, the said specimen seals are placed under the custody of the Chairman’s secretary with the consent of the Board of Directors. The change of the specimen seals custodian must be reported to the Board of Directors for approval and the custody of the specimen seals will be transferred thereafter.
(II) After the endorsement/guarantee resolved by the Board of Directors or

approved by the Chairman, the Finance Office is to fill out the “Impression Application Form” to have the seal affixed on the document along with the record of approval and endorsement/guarantee agreement or guaranteed notes at the seal custodian’s with the approval of the Chairman.

  - (III) The specimen seals custodian should check whether the approved record is enclosed, whether the “Impression Application Form” approved by the Chairman, and whether the document applied for impression is correct before affixing the specimen seals on the documents. The “Impression Application Form” should be marked for identification upon the completion of affixing specimen seals on the documents.

  - (IV) For the guarantees made for foreign companies, the Letter of Guarantee is to be signed by the Chairman or the President with the authorization of the Board of Directors.

IV. If the change of circumstances causes the Company’s endorsement/guarantee object to no longer complying with the requirements or the loan balance exceeding the quota, the Company should have a corrective plan formed and then delivered to the Audit Committee, and complete the corrective action in accordance with the project schedule.
Article 13: The “Procedures for Announcing and Declaring the Company’s Loaning of Funds and Making of Endorsements/Guarantees” is as follows:
I. The Finance Office is to have the loaning of funds and making of endorsements/guarantees by the Company and its subsidiaries of the prior month along with the sales report announced before the 10[th] day of this month and declared on the information reporting website designated by the Financial Supervisory Commission.
II. In addition to noticing and declaring the loaning of funds and making of endorsement/guarantee balance monthly, when the loaning of funds and making of endorsement/guarantee by the Company and its subsidiaries meets one of the following criteria, the Finance Office should submit relevant information for announcement and declaration within 2 days from the Event Date and declared on the information reporting website designated by Financial Supervisory Commission:
- (I) For the endorsement/guarantee balance of the Company and its subsidiaries amounted to 50% or more of the company’s net worth on the most recent financial statements; and the loaning of fund balance by the Company and its subsidiaries amounted to 20% or more of the company’s net worth on the most recent financial statements.
- (II) For the endorsement/guarantee balance of the Company and its subsidiaries to one single enterprise amounted to 20% or more of the company’s net worth on the most recent financial statements and the loaning of fund balance by the Company and its subsidiaries to one single enterprise amounted to 10% or more of the company’s net worth on the most recent financial statements.
- (III) For the endorsement/guarantee balance of the Company and its subsidiaries to one single enterprise amounted to NT$10 million or more and endorsement/guarantee, long-term investment, and loaning of fund balance to one single enterprise amounted to 30% or more of the company’s net worth on the most recent financial statements.
- (IV) For the cumulative loaning of fund and endorsement/guarantee amount

exceeding the total business transaction amount conducted with the company within the year due to the consideration of business operations.

(V) For the new endorsement/guarantee of the Company and its subsidiaries amounted to NT$30 million or more and 5% or more of the company’s net worth on the most recent financial statements.
(VI) For the new loaning of funds of the Company and its subsidiaries amounted to NT$10 million or more and 2% or more of the company’s net worth on the most recent financial statements.

If the subsidiary is not a public company in Taiwan and is with the notice and declaration to be made as stated in Paragraph 5 or Paragraph 6, it should be handled by the parent company instead.

Article 14: Other matters to be handled

I. If the Company’s subsidiary intends to arrange loaning of funds, the company should command the subsidiary to have the “Procedures for Loaning of Funds” stipulated in accordance with the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees by Public Companies;” also, it should be handled in accordance with the prescribed operating procedures.
II. The subsidiary’s “Procedures for Making of Endorsements/Guarantees” is stipulated and handled in accordance with the Company’s. The subsidiaries are to have the endorsement/guarantee amount, object, and deadline reported to the Company before the 5[th] day of each month; however, it should be reported to the Company immediately for notice and declaration process when meeting the standards set in Article 13 Paragraph 1 Clause 2.
III. The endorsement/guarantee and the related matters of the Company and its subsidiaries within the business year should be reported in the shareholders meeting of the following year.
IV. Internal auditors should have the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” and its implementation audited at least quarterly with a written record prepared. The Audit Committee should be informed in writing immediately for any major nonconformity identified.
Article 15: Managers and organizers who have violated the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” of the Financial Supervisory Commission and the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” will be punished in accordance with the “Disciplinary Act” of the Company.
Article 16: If the endorsement/guarantee object is the subsidiary with a net worth less than 50% of paid-in capital, the relevant subsequent control measures should be specified. If the stock shares of the subsidiary has no face value or the face value is not for NT$10, the paid-in capital calculated in accordance with the provisions in the preceding paragraph should be the total of the capital stock plus additional paid-in capital – premium.
Article 16.1: The foreign companies defined in Article 165.1 of the Securities and Exchange Act (hereinafter referred to as the “foreign company”) may have the loaning of funds and making of endorsements/guarantees handled in accordance with the “Procedures for Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.”

Foreign companies without the use of specimen seals are not subject to the requirements of Article 12 Paragraph 3.

The net worth that is calculated by foreign company in accordance with the

“Procedures for Loaning of Funds and Making of Endorsements/Guarantees by Public

Companies” meant for the “Shareholders’ Equity of Parent Company” in the balance sheet.

Article 17: The “Procedures for Loaning of Funds and Making of Endorsements/Guarantees” must be done with the consent of the Audit Committee, resolution of the Board of Directors, and approved in the shareholders’ meeting before implementation, so is the amendment.

Annex 8

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Rules Governing the Conduct of Shareholders Meeting”

Before and After Revision

BEFORE THE REVISION AFTER THE REVISION Article 2 Article 2 (Convening shareholder meeting and (Convening shareholder meeting and meeting notice) meeting notice) The Company’s shareholders meeting The Company’s shareholders meeting shall be convened by the Board of shall be convened by the Board of Directors, unless otherwise provided by Directors, unless otherwise provided by law and regulation. law and regulation. The Company shall have the cause of The Company shall have the cause of action and descriptive information for action and descriptive information for each motion, including the shareholders each motion, including the shareholders meeting notice, proxy, case for meeting notice, proxy, case for acknowledgement and discussion, acknowledgement and discussion, election or dismissal of directors and election or dismissal of directors made supervisors made into an electronic file into an electronic file and posted on the and posted on the Market Observation Market Observation Post System Post System (MOPS) thirty days prior to (MOPS) thirty days prior to the general the general shareholders meeting or shareholders meeting or fifteen days fifteen days prior to the extraordinary prior to the extraordinary shareholders shareholders meeting. It shall also have meeting. It shall also have the the shareholders meeting agenda shareholders meeting agenda handbook handbook and supplemental information and supplemental information made into made into an electronic file and posted an electronic file and posted on the on the MOPS twenty-one days prior to MOPS twenty-one days prior to the the general shareholders meeting or general shareholders meeting or fifteen fifteen days prior to the extraordinary days prior to the extraordinary shareholders meeting. The shareholders shareholders meeting. The shareholders meeting agenda handbook and meeting agenda handbook and supplemental information should be supplemental information should be made available fifteen days prior to the made available fifteen days prior to the shareholders meeting and available to shareholders meeting and available to shareholders at any time upon request shareholders at any time upon request and on display at the Company and the and on display at the Company and the Shareholder Service Office. In addition, Shareholder Service Office. In addition, it should be distributed to the it should be distributed to the shareholders at the meeting. shareholders at the meeting. The meeting notice and announcement The meeting notice and announcement should be prepared with the reasons for should be prepared with the reasons for convening the meeting stated. The convening the meeting stated. The meeting notice and announcement can meeting notice and announcement can be prepared in an electronic form with be prepared in an electronic form with the consent of the counterparties. the consent of the counterparties. The election or dismissal of directors The election or dismissal of directors, and supervisors, change in the Articles change in the Articles of Incorporation, of Incorporation, the company’s the company’s dissolution, merger, dissolution, merger, segmentation, or the segmentation, or the matters stated in

Article 185 Paragraph 1 of the Company Act, Article 26.1 and Article 43.6 of the Securities and Exchange Act, and Article 56.1 and Article 60.2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be illustrated in the reasons for convening the meeting not in the motion. Shareholders who have held more than 1% of the total outstanding shares may propose motions in writing to the Company’s shareholders meeting. However, they are limited to one motion and the remaining proposed motions will not be included for discussion. In addition, 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. The Company is to have the accepting shareholder’s proposal, 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.

matters stated in Article 185 Paragraph 1 of the Company Law and Article 26.1 and Article 43.6 of the Securities and Exchange Act shall be illustrated in the reasons for convening the meeting not in the motion.

Shareholders who have held more than 1% of the total outstanding shares may propose motions in writing to the Company’s shareholders meeting. However, they are limited to one motion and the remaining proposed motions will not be included for discussion. In addition, 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.

The Company is to have the accepting shareholder’s proposal, 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.

text of the motions will not be included The motion proposed by shareholders is for discussion. The motion-proposing limited to 300 words and the remaining shareholders shall attend the general text of the motions will not be included shareholders meeting in person or by for discussion. The motion-proposing proxy; also, shall get involved in the shareholders shall attend the general discussion of the motion. shareholders meeting in person or by The Company shall have the motion proxy; also, shall get involved in the proposing shareholders informed with discussion of the motion. the handling results prior to the The Company shall have the motion shareholders meeting notice date. In proposing shareholders informed with addition, the motion complies with the the handling results prior to the requirements of this Article are listed in shareholders meeting notice date. In the meeting notice. The Board of addition, the motion complies with the Directors shall give reasons for the requirements of this Article are listed in proposed motions that are not included the meeting notice. The Board of for discussion in the shareholders Directors shall give reasons for the meeting. proposed motions that are not included for discussion in the shareholders meeting. Article 5 Article 5 (placement of attendance registry) (placement of attendance registry) The Company shall have the reporting The Company shall have the reporting time, place, and other considerations time, place, and other considerations stated in the shareholders meeting stated in the shareholders meeting notice. notice. The shareholders meeting reporting time The shareholders meeting reporting time referred to in the preceding paragraph referred to in the preceding paragraph

shall be 30 minutes prior to the meeting shall be 30 minutes prior to the meeting started. There should be clear signs at started. There should be clear signs at the reporting place with adequate staff the reporting place with adequate staff assigned to handle the process. assigned to handle the process. Shareholders or shareholders’ Shareholders or shareholders’ representatives (hereinafter referred to as representatives (hereinafter referred to as “shareholders”) shall attend the meeting “shareholders”) shall attend the meeting with the attendance certificate, with the attendance certificate, attendance registry card, or other attendance registry card, or other documents presented. The Company documents presented. The Company shall not arbitrarily demand shareholders shall not arbitrarily demand shareholders to produce additional identification to produce additional identification documents for attending the shareholders documents for attending the shareholders meeting. The proxy solicitors shall have meeting. The proxy solicitors shall have their identity documents ready for their identity documents ready for verification. verification. The Company should have the The Company should have the attendance registry ready for the attendance registry ready for the signature of the attending shareholders, signature of the attending shareholders, or the attending shareholders shall or the attending shareholders shall submit the attendance registry card submit the attendance registry card instead. instead. The Company shall have the agenda The Company shall have the agenda handbook, annual reports, attendance handbook, annual reports, attendance certificate, statement slip, votes, and certificate, statement slip, votes, and other conference materials delivered to other conference materials delivered to the attending shareholders. In addition, the attending shareholders. In addition, for the election of directors and for the election of directors, if any, the supervisors, if any, the electoral ballots electoral ballots should be enclosed. should be enclosed. The government agency or legal person The government agency or legal person that is a shareholder may have more than that is a shareholder may have more than one representative assigned to attend the one representative assigned to attend the shareholders meeting. The legal person shareholders meeting. The legal person that is delegated to attend the that is delegated to attend the shareholders may have only one shareholders may have only one representative assigned to attend the representative assigned to attend the meeting. meeting. Article 6 Article 6 (Shareholders meeting presiding (Shareholders meeting presiding chairman and attending staff) chairman and attending staff) The Chairman of the Board of Directors The Chairman of the Board of Directors shall chair the shareholders meeting shall chair the shareholders meeting when the Board of Directors convenes it. when the Board of Directors convenes it. If the Chairman is on leave or unable to If the Chairman is on leave or unable to exercise powers; the meeting is to be exercise powers; the meeting is to be chaired by the Vice Chairman. If there is chaired by the Vice Chairman. If there is no Vice Chairman appointed, the Vice no Vice Chairman appointed, the Vice Chairman is also on leave, or unable to Chairman is also on leave, or unable to exercise powers, the Chairman is to have exercise powers, the Chairman is to have one general director designated to one general director designated to exercise powers. If there is not any exercise powers. If there is not any general director appointed, one director general director appointed, one director shall be designated to chair the meeting. shall be designated to chair the meeting.

If the Chairman does not have a If the Chairman does not have a representative designated to exercise representative designated to exercise power, the representative is to be elected power, the representative is to be elected among the general directors or directors. among the general directors or directors. The power of the Chairman referred to The power of the Chairman referred to in the preceding paragraph exercised by in the preceding paragraph exercised by the general directors or directors that the general directors or directors that must be someone who has served for must be someone who has served for more than six months and understands more than six months and understands the Company’s financial condition and the Company’s financial condition and business operation. The same applies for business operation. The same applies for the Chairman who is the representative the Chairman who is the representative of the director that is a legal person. of the director that is a legal person. The shareholders meeting convened by The shareholders meeting convened by the Board of Directors should be chaired the Board of Directors should be chaired by the Chairman in person and attended by the Chairman in person and attended in person by a majority of the board by a majority of the board directors and directors and at least one supervisor and at least one delegate from each one delegate from each functional functional committee; also, the committee ; also, the attendance should attendance should be documented in the be documented in the minutes of the minutes of the meeting. meeting. For the shareholders meeting convened For the shareholders meeting convened by other than the Board of Directors, the by other than the Board of Directors, the convener shall chair the meeting. If there convener shall chair the meeting. If there are more than two conveners, one of the are more than two conveners, one of the conveners should be elected to chair the conveners should be elected to chair the meeting. meeting. The Company may appoint the The Company may appoint the contracted attorney, CPA, or the related contracted attorney, CPA, or the related personnel to attend the shareholders personnel to attend the shareholders meeting. meeting. Article 13 Article 13 (Election matters) (Election matters) The election of directors and supervisors The election of directors in the in the shareholders meeting, if any, shareholders meeting, if any, should be should be handled in accordance with handled in accordance with the election the election regulations defined by the regulations defined by the Company; Company; also, the election result also, the election result should be should be announced at the scene, announced at the scene, including the list including the list of the elected directors of the elected directors and the and supervisors and the respective respective elected voting rights. elected voting rights. The electoral ballots of the election The electoral ballots of the election matters in the preceding paragraph matters in the preceding paragraph should be sealed and signed by the should be sealed and signed by the scrutineers and properly safeguarded for scrutineers and properly safeguarded for at least one year. However, it must be at least one year. However, it must be reserved until the end of the legal reserved until the end of the legal proceedings that is filed by shareholders proceedings that is filed by shareholders in accordance with Article 189 of the in accordance with Article 189 of the Company Law. Company Law.

Annex 9

YIEH PHUI ENTERPRISE CO., LTD.

Rules Governing the Conduct of Shareholders Meeting

Amended on 6.22.2016

Article	1	The Company’s shareholder meeting is subject to the Rules of Procedure for
		Shareholder Meetings, unless otherwise provided by the applicable laws and
		regulations and the Company’s Articles of Incorporation.
Article	2	(Convening shareholder meeting and meeting notice)
		The Company’s shareholders meeting shall be convened by the Board of Directors,
		unless otherwise provided by law and regulation.
		The Company shall have the cause of action and descriptive information for each
		motion, including the shareholders meeting notice, proxy, case for acknowledgement
		and discussion, election or dismissal of directors made into an electronic file and
		posted on the Market Observation Post System (MOPS) thirty days prior to the general
		shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. It
		shall also have the shareholders meeting agenda handbook and supplemental
		information made into an electronic file and posted on the MOPS twenty-one days
		prior to the general shareholders meeting or fifteen days prior to the extraordinary
		shareholders meeting. The shareholders meeting agenda handbook and supplemental
		information should be made available fifteen days prior to the shareholders meeting
		and available to shareholders at any time upon request and on display at the Company
		and the Shareholder Service Office. In addition, it should be distributed to the
		shareholders at the meeting.
		The meeting notice and announcement should be prepared with the reasons for
		convening the meeting stated. The meeting notice and announcement can be prepared
		in an electronic form with the consent of the counterparties.
		The election or dismissal of directors, change in the Articles of Incorporation, the
		company’s dissolution, merger, segmentation, or the matters stated in Article	185
		Paragraph 1 of the Company Act, Article 26.1 and Article 43.6 of the Securities and
		Exchange Act, and Article 56.1 and Article 60.2 of the Regulations Governing the
		Offering and Issuance of Securities by Securities Issuers shall be illustrated in the
		reasons for convening the meeting not in the motion.
		Shareholders who have held more than 1% of the total outstanding shares may propose
		motions in writing to the Company’s shareholders meeting. However, they are limited
		to one motion and the remaining proposed motions will not be included for discussion.
		In addition, 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.
		The Company is to have the accepting shareholder’s proposal, the acceptance place,
		and acceptance time announced prior to the stock cut-off date before convening the
		shareholders meeting. In addition, the acceptance period shall not be less than ten days.

		The motion proposed by shareholders is limited to 300 words and the remaining text of
		the motions will not be included for discussion. The motion-proposing shareholders
		shall attend the general shareholders meeting in person or by proxy; also, shall get
		involved in the discussion of the motion.
		The Company shall have the motion proposing shareholders informed with the
		handling results prior to the shareholders meeting notice date. In addition, the motion
		complies with the requirements of this Article are listed in the meeting notice. The
		Board of Directors shall give reasons for the proposed motions that are not included for
		discussion in the shareholders meeting.
Article	3	Shareholders may attend the meeting by the representative each time with the scope of
		authorization stated in the proxy provided by the Company.
		Each shareholder is entitled to have one proxy issue for one representative designated
		only. In addition, the proxy must be delivered to the Company five days before the
		shareholders meeting. For the proxy issued in duplication, the first delivery shall
		prevail, unless the first delivered proxy is revoked by declarations.
		If the shareholders after the delivery of proxy to the Company decide to attend the
		shareholders meeting in person or to exercise voting rights in writing or by electronic
		means, shall have the Company notified in writing to have the proxy revoked two days
		prior to the shareholders meeting. For any delay in revoking the proxy, the voting right
		of the representative by proxy shall prevail.
Article	4	(The principle of convening shareholders meeting place and time)
		Shareholders meetings shall be convened at the Company’s premise or at the location
		that is convenient and suitable for shareholders’ attending; also, the meeting shall not
		be started before 9:00am or after 3:00pm. The opinions of the independent directors, if
		any, should be fully considered in determining the meeting place and time.
Article	5	(placement of attendance registry)
		The Company shall have the reporting time, place, and other considerations stated in
		the shareholders meeting notice.
		The shareholders meeting reporting time referred to in the preceding paragraph shall be
		30 minutes prior to the meeting started. There should be clear signs at the reporting
		place with adequate staff assigned to handle the process.
		Shareholders or shareholders’ representatives (hereinafter referred to as “shareholders”)
		shall attend the meeting with the attendance certificate, attendance registry card, or
		other documents presented. The Company shall not arbitrarily demand shareholders to
		produce additional identification documents for attending the shareholders meeting.
		The proxy solicitors shall have their identity documents ready for verification.
		The Company should have the attendance registry ready for the signature of the
		attending shareholders, or the attending shareholders shall submit the attendance
		registry card instead.
		The Company shall have the agenda handbook, annual reports, attendance certificate,
		statement slip, votes, and other conference materials delivered to the attending
		shareholders. In addition, for the election of directors, if any, the electoral ballots
		should be enclosed.
		The government agency or legal person that is a shareholder may have more than one
		representative assigned to attend the shareholders meeting. The legal person that is

		delegated to attend the shareholders may have only one representative assigned to	delegated to attend the shareholders may have only one representative assigned to
		attend the meeting.
Article	6	(Shareholders meeting presiding chairman and attending staff)
		The Chairman of the Board of Directors shall chair the shareholders meeting when the
		Board of Directors convenes it. If the Chairman is on leave or unable to exercise
		powers; the meeting is to be chaired by the Vice Chairman. If there is no Vice
		Chairman appointed, the Vice Chairman is also on leave, or unable to exercise powers,
		the Chairman is to have one general director designated to exercise powers. If there is
		not any general director appointed, one director shall be designated to chair the
		meeting. If the Chairman does not have a representative designated to exercise power,
		the representative is to be elected among the general directors or directors.
		The power of the Chairman referred to in the preceding paragraph exercised by the
		general directors or directors that must be someone who has served for more than six
		months and understands the Company’s financial condition and	business operation.
		The same applies for the Chairman who is the representative of the director that is a
		legal person.
		The shareholders meeting convened by the Board of Directors should be chaired by the
		Chairman in person and attended in person by a majority of the board directors and at
		least one supervisor and one delegate from each functional committee; also, the
		attendance should be documented in the minutes of the meeting.
		For the shareholders meeting convened by other than the Board of Directors, the
		convener shall chair the meeting. If there are more than two conveners, one of the
		conveners should be elected to chair the meeting.
		The Company may appoint the contracted attorney, CPA, or the	related personnel to
		attend the shareholders meeting.
Article	7	(Shareholders meeting audio or video recording as evidence)
		The Company shall have the process of accepting shareholders’	reporting to the
		meeting, the meeting in progress, and vote counting recorded in	audio and video
		uninterruptedly.
		The audio and video data stated in the preceding paragraph shall be kept for at least
		one year. However, the relevant video or audio data must be reserved until the end of
		the legal proceedings that is filed in accordance with Article 189 of the Company Law.
Article	8	The attendance at the shareholders meeting shall be based on the ownership of stock
		shares. The attending shares are based on the signatures on the attendance registry or
		the attendance registry card submitted, and the number of shares used to exercise
		voting rights in writing or electronically.
		The Chairman shall call the meeting to order at the meeting time; however, the
		Chairman may announce to have the meeting postponed if there	is without the
		attendance of the shareholders representing a majority of the outstanding stock shares,
		which is limited to two postpones and for a total time of less than one hour. If there
		remains insufficient attendance of the shareholders representing	one third of the
		outstanding stock shares after two postponements, the Chairman may have the
		shareholders meeting reconvened. If there remains insufficient attendance of the
		shareholders but with more than one third of the outstanding stock shares after two
		postpones, a pseudo-resolution can be reached in accordance with Article 175

		Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to
		shareholders with a meeting to be convened within one month.
		If the attending shareholders represent a majority of the outstanding stock shares
		before the end of the meeting, the Chairman may have the pseudo-resolution proposed
		to be resolved in the shareholders meeting in accordance with Article 174 of the
		Company Law.
Article	9	(Motion discussion)
		The Chairman of the Board of Directors shall determine the agenda of the shareholders
		meeting convened by the Board of Directors. The shareholders meeting should be
		conducted in accordance with the scheduled agenda and may not be changed without a
		resolution reached in the shareholders meeting.
		For the shareholders meeting convened by other than the Board of Directors, the
		provisions of the preceding paragraph shall apply mutatis mutandis.
		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.
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.
Article	11	Calculation of the voting shares and recusal system)

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

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

The shareholders who are the stakeholders of the motion in discussion that are detrimental to the interests of the Company may not join the voting process and may not exercise voting rights on behalf of other shareholders. The stock shares without voting rights stated in the preceding paragraph may not be included in the number of voting rights of the attending shareholders. Except for the trust agencies or the stock service agencies authorized by the securities competent authorities, the voting rights by proxy of the representative designated by two or more shareholders may not exceed 3% of the total outstanding stock shares. In addition, the voting rights exceeding the threshold will not be counted. Article 12 Shareholders are entitled to one voting right per share except for those subject to restrictions or those without voting right listed in Article 179 Paragraph 2 of the Company Law.

The votes can be casted in writing or electronically in the shareholders meeting of the Company (the company to adopt electronic voting according to the proviso in Article 177.1 Paragraph 1 of the Company Law: the company is to have voting rights exercised electronically and in writing in the shareholders meeting). When the voting right is exercised in writing or electronically, the method should be stated in the shareholders meeting notice. Shareholders who have exercised their voting rights in writing or by an electronic mean will be deemed as to attend the shareholders meeting in person. However, in respect of the motion or the amendment to the original motion in the shareholders meeting, it will be considered as a waiver; therefore, the Company should avoid proposing a motion and amendment to the original motion. For the voting right exercised in writing or electronically in the preceding paragraph, the intention should be expressed to the Company two days prior to the shareholders meeting. For the intention expressed in duplication, the first delivery shall prevail, unless the first delivered intention is revoked by declarations.

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

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

The motion voted in the shareholders meeting is deemed as passed with the attending shareholders consulted by the Chairman and no objection raised, which is with the

same effectiveness as a vote. For any objection raised, the respective motion should be resolved by a vote as stated in the preceding paragraph. If all motions are voted by shareholders on a case-by-case basis, the results of shareholder approval, objection, and waiver should be posted on the Market Observation Post System (MOPS) in the shareholders meeting date. The amendment or substitute of the same motion, if any, is to be merged into the original motion by the Chairman for determining the voting priority. However, if one of the motions is passed, the other motions shall be deemed as vetoed without the need of further voting. The scrutineers and counting personnel that are needed for voting on a motion are to be designated by the Chairman; however, the said scrutineers must be appointed among the shareholders. The votes casted in the shareholders meeting or the vote count of an election should be held at the venue open to the attendees. In addition, the vote count result should be announced at the scene, including the number of voting rights and with the records kept. Article 13 (Election matters) The election of directors in the shareholders meeting, if any, should be handled in accordance with the election regulations defined by the Company; also, the election result should be announced at the scene, including the list of the elected directors and the respective elected voting rights. 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, and the gist and result of the proceeding throughout the duration of the Company and should be kept for records permanently. The resolution methods in the preceding paragraph are for the Chairman to consult the opinions of shareholders; also, for the motions without any objection from the shareholders, it should be documented as “with the attending shareholders consulted by the Chairman and no objection raised.” However, for the motion with any objection from the shareholders, the voting methods, the passing voting rights, and voting right ratio should be detailed and documented. Article 15 (Public announcement) The statistic reports of the number of shares solicited by the solicitors and the number of shares by proxy that is prepared in accordance with the specific format should be disclosed at the scene of the meeting.

For the matters resolved in the shareholders meeting that are defined as material information in accordance with the governing law and regulations and stock competent authorities, the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS). Article 16 (The maintenance and order of meeting venue) The shareholders meeting staffs shall wear identification card or armbands. The Chairman may instruct the monitors or security guards to assist maintaining order at the meeting venue. Monitors or security guards at the scene to assist in maintaining order should wear “Monitor” armbands or identification cards. The Chairman may stop the shareholders who use the loudspeaker equipment that is not provided by the Company from speaking in the meeting. Shareholders who have violated the Rules, Governing the Conduct of Shareholders Meetings, disobeyed the instruction of the Chairman, and hindered the meeting process without complying with the discipline guidelines, the Chairman may command the picketers or the security guards to have the offenders escorted to leave the meeting venue. Article 17 (Meeting in recess and in session) The Chairman may announce the meeting as in recess at his discretion, may have the meeting suspended upon the occurrence of force majeure and may announce the meeting as back in session, depending on the actual practice. If the meeting venue cannot be used continuingly before the end of the meeting with all scheduled motions discussed, a resolution can be reached in the shareholders meeting to find another venue for the meeting to be held continuously. The shareholders meeting may resolve to have the meeting postponed or continued within 5 days in accordance with Article 182 of the Company Law. Article 18: The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.

Annex 10

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Regulations Governing the Election of Directors”

Before and After Revision

	BEFORE THE REVISION		AFTER THE REVISION
	Article 3 The election of the Company’s directors andsupervisors ishandled in accordance with the open ballot method. In terms of the elector’s open ballot method, the name of the elector is indicated by the attendance card number printed on the ballot. The elector’s equity stated in the shareholders registry shall prevail. Each stock share contains the number of voting rights equivalent to the number of directorsand supervisorsto be elected; also, the voting rights can be casted to one or more candidates.		Article 3 The election of the Company’sdirectors is handled in accordance with the open ballot method. In terms of the elector’s open ballot method, the name of the elector is indicated by the attendance card number printed on the ballot. The elector’s equity stated in the shareholders registry shall prevail. Each stock share contains the number of voting rights equivalent to the number of directors to be elected; also, the voting rights can be cast for one or more candidates.
	Article 7 The Chairman is to have several scrutineers ,tellers,and counting personnel appointed at the beginning of the election to execute the relevant missions.		Article 7 The Chairman is to have several scrutineers and counting personnel appointed at the beginning of the election to execute the relevant missions.
	Article 9 Electors must indicate the name and account number of the candidates on each ballot. If the candidate is a government agency or legal person, the name of the government agency or legal person and their representatives must be filled in the “candidate” column of each ballot.		Article 9 Electors must indicate the name and account number or I.D. Card Numberof the candidates on each ballot. If the candidate is a government agency or legal person, the name of the government agency or legal person and their representatives must be filled in the “candidate”columnofeachballot.
	Article 11 The ballots with any of the following conditions are considered as invalid votes. (1) The ballots prescribed in the Regulations Governing the Election of Directors and Supervisors are not used. (2) Blank ballots are casted into the ballot box. (3) The ballots are illegible beyond recognition. (4) The name of the candidate on the ballot is different from the shareholder registry. (5) The name of the candidate on the ballot is same as other shareholders, but lack of the shareholders account number		Article 11 The ballots with any of the following conditions are considered as invalid votes. (1) The ballots prepared by the Board of Directors which are not used. (2) Blank ballots are cast into the ballot box. (3) Ballots which are torn, damaged, or stained and the name of the candidate elected on the ballot is beyond recognition. Ballots are illegible or obliterated; however, writing corrections or additions and deletions are not subject to such restrictions. (4) The name or title and account number of the candidate elected on the ballot

	detailed for identification. (6) In addition to the candidate’s name, shareholder’s account number, and the number of distribution rights, the ballot is filled with other graphics and written text. (7) The number of candidates elected and filled in the ballot exceeds the quota.		who is a shareholder is different from the information in the shareholder registry. (5) The name of the candidate on the ballot is same as other shareholders, but lack of the shareholders account number or I.D. Card number detailed for identification. (6) In addition to the candidate’s name, shareholder’s account number, I.D. Card number, corporate I.D. number, and the number of distribution rights, the ballot is filled with other written text. (7) Failure to have the attendance card submitted to complete the check-in procedure. (8) The name of two or more than two candidates is filled in on the ballot. (9) The candidate stated on the ballot is a non-shareholder natural person whose name is different from the identification document. (10) The independent directors or non-independent directors stated on the ballot are not on the candidate list of independent directors or non-independent directors. (11) The candidate stated on the ballot is a legal person or the representative of the institutional shareholder; also, the name of the legal person or institution shareholders and account number on the ballot are different from the information in the shareholder registry.
	Article 12 The votes are to be counted in public at the end of the voting. The Chairman is to announce the voting results. The Company’s Board of Directors will issue acertificateto each elected directorand supervisor.		Article 12 The votes are to be counted in public at the end of the voting. The Chairman is to announce the voting results. The Company’s Board of Directors will issue anoticeto eachdirector.

Annex 11

YIEH PHUI ENTERPRISE CO., LTD.

Regulations Governing the Election of Directors

Article	1:	The Regulations Governing the Election of Directors and Supervisors are enacted in
		accordance with the Company Act and the Company’s Articles of Incorporation.
		The election of the Company’s directors and supervisors is to be processed in
		accordance with the Regulations Governing the Election of Directors and
		Supervisors.
Article	2:	The election of the Company’s directors and supervisors is to be held in the
		shareholders meeting.
Article	3:	The election of the Company’s directors is handled in accordance with the open
		ballot method. In terms of the elector’s open ballot method, the name of the elector
		is indicated by the attendance card number printed on the ballot. The elector’s equity
		stated in the shareholders registry shall prevail. Each stock share contains the
		number of voting rights equivalent to the number of directors and supervisors to be
		elected; also, the voting rights can be cast for one or more candidates.
Article	4:	For the number of the Company’s directors and supervisors to be elected according
		to the Company’s Articles of Incorporation, the candidates are elected as
		independent directors, directors, or supervisors in that order depending on the votes
		received from the electronic voting platform and vote statistics. If two or more
		candidates received the same votes that made the number of elected exceeding the
		quota, it will be resolved by a draw. Also, the Chairman is to take a draw on behalf
		of those who did not appear to take a draw.
		The candidate who has been elected as a director and supervisor at the same time in
		the preceding paragraph should decide to act as a director or supervisor, or, the
		candidate who has been elected as a director or supervisors and then is disqualified
		due to inconsistent personal data or the governing laws and regulations will be
		replaced by the candidate who had received the highest votes in the original election
		that is to be announced in the shareholders meeting.
Article	5:	The representatives of the government agency or legal person that is a shareholder
		can be elected as the director or supervisor. If there is more than one representative
		delegated, each representative can be elected separately but may not be elected at the
		same time as the director and supervisor.
Article	6:	The Board of Directors should have ballots printed with the Company’s seal affixed.
		In addition, the attendance card number and voting rights should be printed on the

ballots. Ballots will not be printed for those votes casted electronically.

Article 7: The Chairman is to have several scrutineers and counting personnel appointed at the beginning of the election to execute the relevant missions. Article 8: The Board of Directors is to prepare the ballot boxes and the scrutineers are to have them opened for inspection before voting. Article 9: Electors must indicate the name and account number or I.D. Card Number of the candidates on each ballot. If the candidate is a government agency or legal person, the name of the government agency or legal person and their representatives must be filled in the “candidate” column of each ballot. Article 10: The director’s ballots casted for the election of directors and independent directors should be counted and elected separately. Article 11: The ballots with any of the following conditions are considered as invalid votes. (1) The ballots prepared by the Board of Directors which are not used.

(2) Blank ballots are cast into the ballot box.
(3) Ballots which are torn, damaged, or stained and the name of the candidate elected on the ballot is beyond recognition. Ballots are illegible or obliterated; however, writing corrections or additions and deletions are not subject to such restrictions.
(4) The name or title and account number of the candidate elected on the ballot who is a shareholder is different from the information in the shareholder registry.
(5) The name of the candidate on the ballot is same as other shareholders, but lack of the shareholders account number or I.D. Card number detailed for identification.
(6) In addition to the candidate’s name, shareholder’s account number, I.D. Card number, corporate I.D. number, and the number of distribution rights, the ballot is filled with other written text.
(7) Failure to have the attendance card submitted to complete the check-in procedure.
(8) The name of two or more than two candidates is filled in on the ballot.
(9) The candidate stated on the ballot is a non-shareholder natural person whose name is different from the identification document.
(10)The independent directors or non-independent directors stated on the ballot are not on the candidate list of independent directors or non-independent directors.
(11)The candidate stated on the ballot is a legal person or the representative of the institutional shareholder; also, the name of the legal person or institution shareholders and account number on the ballot are different from the

		information in the shareholder registry.
Article	12:	The votes are to be counted in public at the end of the voting. The Chairman is to
		announce the voting results. The Company’s Board of Directors will issue a notice
		to each elected director.
Article	13:	The elected directors and supervisors who do not comply with Article 26.3
		Paragraph 3 Clause 4 of the Securities and Exchange Act will be disqualified.
Article	14:	The matters that are not addressed in the Regulations Governing the Election of
		Directors and Supervisors will be governed in accordance with the Company Act
		and the Company’s Articles of Incorporation
Article	15:	The Regulations Governing the Election of Directors and Supervisors is
		implemented after it is resolved in the shareholders meeting; so is the amendment.

Annex 12

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Procedures for Handling Acquisition and Disposal of Assets”

	Before and After Revision	Before and After Revision	Before and After Revision
	BEFORE THE REVISION		AFTER THE REVISION
	Article 6 Procedures for Handling Acquisition and Disposal of Assets 1. Assessment and operating procedures (1) Thepurchase and saleof marketable securities investment is conducted in accordance with the investment revolving operations of the Company’s internal control system. (2) The Company’s acquisition or disposal of the membership card, intangible assets, real estate, and equipment is conducted in accordance with the fixed assets revolving proceduresof the Company’s internal control system. 2. The Company’spurchase and saleof marketable securities investment should be approved by the President and Chairman and must also be resolved by the Board of Directors if it is for an amount over NT$300 million. 3. The Company’s acquisition or disposal of membership card, intangible assets, real estate, and equipment is conducted in accordance with the following requirements: (1) Acquisition: The Company’s acquisition of membership card, intangible assets, real estate, and equipment after the process of price inquiry, comparison, and bargainingfor an amount less than NT$200,000 should be presented to the President for approval. For an amount more than NT$200,000, it should be presented to the Chairman for approval and for an amount more than NT$300 million, it should be presented in the shareholders meeting for resolutions. (2) Disposal: The Company’s disposal or sale of membership card, intangible assets, real estate, and equipment should be specially proposed by the original using department withthereasons		Article 6 Procedures for Handling Acquisition and Disposal of Assets 1. Assessment and operating procedures (1) Theacquisition or disposalof marketable securities investments is conducted in accordance with the investment revolving operations of the Company’s internal control system. (2) The Company’s acquisition or disposal of membership cards, intangible assets, real estate, and equipment is conducted in accordance withthe Company’s internal control system general management and fixed assets, plants, and equipment revolving procedures. 2. The Company’sacquisition or disposal of marketable securities investment should be approved by the President and Chairman and must also be resolved by the Board of Directors if it is for an amount over NT$300 million. 3. The Company’s acquisition or disposal of membership card, intangible assets, real estate, and equipment is conducted in accordance with the following requirements: (1) Acquisition: The Company’s acquisition of membership cards, intangible assets, real estate, and equipment after the process of price inquiry, comparison, and bargaining should be presented to the competent supervisor for approval.For an amount of more than NT$300 million, it should be presented to the Board of Directors for resolutions. (2) Disposal: The Company’s disposal or sale of membership cards, intangible assets, real estate, and equipment should be specially proposed by the original using department with the reasons explained and with the process of price inquiry, comparison, and bargaining

	explained and with the process of price inquiry, comparison, and bargaining handled by the property custodian or department before presenting it to the President for approval if it is for an amount less than NT$200,000, to the Chairman if it is for an amount more than NT$200,000, and presenting in the shareholders meeting for resolutionsif it is for an amount more than NT$300 million.		handled by the property custodian, and then presented to the competent supervisor for approval. For an amount of more than NT$300 million, it should be presented to the Board of Directors for resolutions.
	Article 7 When the Company has the acquisition and disposal of assets handled in accordance with the “Procedures for Handling Acquisition and Disposal of Assets” or other law and regulations that requires the process to be presented to the Board of Directors for discussion, the Company should take full account of the opinions of the independent directors. Also, the disagreement or reservation should be detailed in the minutes of board meeting; moreover,the minutes of meeting should be delivered to each supervisor. If the Company has an Audit Committee setup, amaterial assets or derivative transaction must be approved by a majority of the Audit Committee members; also, it must be submitted to the Board of Directors for resolutions. If a majority of the Audit Committee members does not approve it, it should be approved by two thirds of the board directors and the resolutions of the Audit Committee should be documented in the minutes ofboardmeeting.		Article 7 When the Company has acquisition and disposal of assets handled in accordance with the “Procedures for Handling Acquisition and Disposal of Assets” or other laws and regulations that requires the process to be presented to the Board of Directors for discussion, the Company should take full account of the opinions of the independent directors. Also, the disagreements or reservations should be detailed in the minutes of the board meeting. A material assets or derivative transaction must be approved by a majority of the Audit Committee members; also, it must be submitted to the Board of Directors for resolutions. If a majority of the Audit Committee members does not approve it, it should be approved by two thirds of the board of directors and the resolutions of the Audit Committee should be documented in the minutes of the board meeting.
	Article 8 The acquisition of the real estate not used in business operation and marketable securities investment of the Company and its subsidiaries is subject to the following restrictions: 1. The acquisition of the marketable securities investment and real estate not used in business operation by the Company and its subsidiaries shall not exceed 150% of the Company’s net worth at the time. 2. Each marketable securities investment amount of the Company and its subsidiaries shall not exceed 50% of the Company’snet worthat the time.		Article 8 The acquisition of real estate not used in business operation and marketable securities investment of the Company and its subsidiaries is subject to the following restrictions: 1. The acquisition of marketable securities investment and real estate not used in business operation by the Company and its subsidiaries shall not exceed 150% of the Company’s net worth at one time. 2. Each marketable securities investment amount of the Company and its subsidiaries shall not exceed 50% of the Company’snet worthat the time.

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Article9 Article 9 The procedures for handling acquisition The procedures for handling acquisition and disposal of assets by the subsidiary and disposal of assets by the subsidiary of the Company of the Company 1. The subsidiary of the Company shall 1. A subsidiary of the Company shall have the “Procedures for Handling have the “Procedures for Handling Acquisition and Disposal of Assets” Acquisition and Disposal of Assets” stipulated in accordance with the stipulated in accordance with the requirements and have it passed in the requirements and have it resolved in the Board meeting, distributed to each Audit Committee and/or Board of supervisor, and resolved in the Directors and/or Shareholders’ meeting shareholders meeting. If an objection is for enforcement; the amendments should raised by a director in writing or be processed the same way. recorded, the Company should have the 2. If the subsidiary of the Company is not objection presented to each supervisor. a public company with an acquisition or 2. If the subsidiary of the Company is disposal of assets subject to the notice not a public company with an acquisition and declaration requirements of Article or disposal of assets subject to the notice 32, the Company should handle the and declaration requirements of Article notice and declaration process, post it on 32, the Company should handle the the Internet reporting system, and notice and declaration process, post it on present it for inspection. the Internet reporting system, and 3. If the subsidiaries stated in the present it for inspection. preceding paragraph with an acquisition

If the subsidiary of the Company is not a public company with an acquisition or disposal of assets subject to the notice and declaration requirements of Article 32, the Company should handle the notice and declaration process, post it on the Internet reporting system, and present it for inspection. 3. If the subsidiaries stated in the preceding paragraph with an acquisition or disposal of assets subject to the notice and declaration requirements of 20% paid-in capital or 10% total assets in Article 32 Paragraph 1, it is based on the Company’s paid-in capital or total assets.
If the subsidiaries stated in the preceding paragraph with an acquisition or disposal of assets subject to the notice and declaration requirements of 20% paid-in capital or 10% total assets in Article 32 Paragraph 1 Clause 5, it is based on the Company’s paid-in capital or total assets.

Article 11 Article 11 For the acquisition or disposal of For the acquisition or disposal of marketable securities; except for those marketable securities; except for those meet the following requirements; the meet the following requirements; the Company should collect the underlying Company should collect the underlying company’s most recent financial company’s most recent financial statements that are audited or reviewed statements that are audited or reviewed by CPAs before the Event Date as by CPAs before the Event Date as reference to assess the transaction price. reference to assess the transaction price. In addition, for the transaction amounted In addition, for the transaction amounted to 20% of the company’s paid-in capital to 20% of the company’s paid-in capital or NT$300 million or more, commission or NT$300 million or more, commission a CPA to express an opinion on the a CPA to express an opinion on the reasonableness of the trading price reasonableness of the trading price before the Event Date. If a professional before the Event Date. If a professional report is needed by the commissioned report is needed by the commissioned CPA, it should be processed in CPA, it should be processed in accordance with Article 20 of the accordance with Article 20 of the Generally Accepted Auditing Standards Generally Accepted Auditing Standards (GAAS) issued by the Accounting (GAAS) issued by the Accounting Research and Development Foundation, Research and Development Foundation, unless a market quotation of the unless a market quotation of the

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	marketable securities is available or it is otherwise provided by the Financial Supervisory Commission. (1)………. (2)……….. (3)………… (4)………… (5)……….. (6)…………. (7)……….. (8)……….. (9) Those who have acquired the fund before it is established in accordance with Article 11 Paragraph 1 of the Securities Investment and Trust Act and FSC Certificate(IV) No. 0930005249 Order dated November 1, 2004by the FinancialSupervisory Commission.		marketable securities is available or it is otherwise provided by the Financial Supervisory Commission. (1)………. (2)……….. (3)………… (4)………… (5)……….. (6)…………. (7)……….. (8)……….. (9) Those who have acquired the fund before it is established in accordance with Article 11 Paragraph 1 of the Securities Investment and Trust Act and FSC Investment (IV) No. 0990042831 Order dated September 3, 2010by the FinancialSupervisory Commission.
	Article 15 The Company’s acquisition or disposal of real estate from or to the related party, or, the Company’s and the related party’s acquisition or disposal of other assets other than the real estate for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, except for the trade of government bonds, bonds with repurchase and resale conditions, or Call (Put) domestic monetary market fund, must have the following datapresented to the Board of Directors for approval and to the supervisors for acknowledgement before signing the trade agreement and making prepayment: (1)………. (2)……….. (3)………… (4)………… (5)……….. (6)…………. (7)……….. The transaction amount referred to in the preceding paragraph should be calculated in accordance with Article 32 Paragraph 2. Also, the “within one year” refers to one year prior to the baseline date of the current event; however, the requirement is exempted if it is presented to the Board of Directors for approvaland to the supervisors for acknowledgement. Forthe acquisitionordisposalof		Article 15 The Company’s acquisition or disposal of real estate from or to the related party, or, the Company’s and the related party’s acquisition or disposal of other assets other than the real estate for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, except for the trade of government bonds, bonds with repurchase and resale conditions, or Call (Put) domestic monetary market fund, must have the following dataapproved by the Audit Committee and resolved in the Board meeting before signing the trade agreement and making prepayment: (1)………. (2)……….. (3)………… (4)………… (5)……….. (6)…………. (7)……….. The transaction amount referred to in the preceding paragraph should be calculated in accordance with Article 32 Paragraph 2. Also, the “within one year” refers to one year prior to the baseline date of the current event; however, the requirement is exempted if it is presented to the Board of Directors for approval. For the acquisition or disposal of machinery and equipment used in operationwithanamount ofNT$500

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machinery and equipment used in operation with an amount of NT$500 million or less between the Company and its subsidiaries or among the subsidiaries, the Chairman is authorized to make a decision first and report it in thelatestBoardmeetingfor ratification.		million or less between the Company and its subsidiaries or among the subsidiaries, the Chairman is authorized to make a decision first and report it in the latest Board meeting for ratification.
Article 18 If the price of the real estate acquired by the Company from the related party that is assessed in accordance with Article 16 and Article 17 is lower than the trading price, it should be handled in accordance with the follows: 1. For the spread between the real estate trading price and assessed cost, special reserve should be appropriated in accordance with Article 41 Paragraph 1 of the Securities and Exchange Act; also, it may not be applied for distribution or capitalized for stock dividend. For the Company’s investment valued in accordance with the equity method, special reserve should be appropriated for the aforementioned spread amount proportionally to the shareholding ratio in accordance with Article 41 Paragraph 1 of the Securities and Exchange Act. 2.Supervisors should have it handled in accordance with Article 218 of the Company Law. 3. The processes referred to in Paragraph 1 and Paragraph 2 should be presented in the shareholders meeting; also, the transaction details should be disclosed in the annual report and prospectus. The special reserve appropriated in accordance with the requirements stated in the preceding paragraph cannot be used until the assets purchased at high price are with allowance for loss in valuation appropriated or it is disposed, or, with proper compensation restitution made, or without evidence of unreasonableness, and with the consent of the Financial Supervisory Commission. The acquisition of real estate from the related party that is with a breach of regular operation evidenced should be processed in accordance with the preceding two paragraphs.		Article 18 If the price of the real estate acquired by the Company from the related party that is assessed in accordance with Article 16 and Article 17 is lower than the trading price, it should be handled in accordance with the follows: 1. For the spread between the real estate trading price and assessed cost, special reserve should be appropriated in accordance with Article 41 Paragraph 1 of the Securities and Exchange Act; also, it may not be applied for distribution or capitalized for stock dividend. For the Company’s investment valued in accordance with the equity method, special reserve should be appropriated for the aforementioned spread amount proportionally to the shareholding ratio in accordance with Article 41 Paragraph 1 of the Securities and Exchange Act. 2.An independent director of the Audit Committeeshould have it handled in accordance with Article 218 of the Company Act. 3. The processes referred to in Paragraph 1 and Paragraph 2 should be presented in the shareholders meeting; also, the transaction details should be disclosed in the annual report and prospectus. The special reserve appropriated in accordance with the requirements stated in the preceding paragraph cannot be used until the assets purchased at high price are with allowance for loss in valuation appropriated or it is disposed, or, with proper compensation restitution made, or without evidence of unreasonableness, and with the consent of the Financial Supervisory Commission. The acquisition of real estate from the related party that is with a breach of regular operation evidenced should be processed in accordance with the preceding two paragraphs.
Article22		Article22

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The Company engaged in derivatives The Company engaged in derivatives trading should have a registry trading should have a registry established for recording the information established for recording the information of derivatives type, amount, the Board of derivatives type, amount, the Board approval date, and the matters to be approval date, and the matters to be carefully assessed as stated in Article 20 carefully assessed as stated in Article 20 Paragraph 6, and Article 21 Paragraph 1 Paragraph 6, and Article 21 Paragraph 1 Clause 1 and Paragraph 2 Clause 1. Clause 1 and Paragraph 2 Clause 1. The Company’s internal audit staff The Company’s internal audit staff should regularly understand the should regularly understand the adequacy of the internal controls, audit adequacy of the internal controls, audit monthly the compliance with the the compliance with the Procedures for Procedures for Derivatives Trading of Derivatives Trading of the trade the trade department, analyze the department every month, analyze the transaction cycle, and prepare an audit transaction cycle, and prepare an audit report to be included in the annual report. The Audit Committee should be internal audit plan. It should be reported notified in writing for any major to the Financial Supervisory nonconformity identified. Commission and distributed to the supervisors before the end of February in the following year. The corrective action performed for the identified nonconformities should be reported to the Financial Supervisory Commission for records and to the supervisors for acknowledgement before the end of May in the following year. Article 32 Article 32 The Company’s acquisition or disposal he Company’s acquisition or disposal of of assets with any of the following assets with any of the following circumstances should have the relevant circumstances should have the relevant information documented in the information documented in the prescribed format by its nature and prescribed format by its nature and noticed and declared through the internet noticed and declared through the internet reporting system designated by the reporting system designated by the Financial Supervisory Commission Financial Supervisory Commission within two days from the Event Date: within two days from the Event Date: 1. The Company’s acquisition or 1. The Company’s acquisition or disposal of real estate from or to the disposal of real estate from or to the related party, or, the Company’s and the related party, or, the Company’s and the related party’s acquisition or disposal of related party’s acquisition or disposal of other assets other than the real estate for other assets other than the real estate for an amount more than 20% of the paid-in an amount more than 20% of the paid-in capital, 10% of the total assets, or capital, 10% of the total assets, or NT$300 million, except for the trade of NT$300 million, except for the trade of government bonds, bonds with government bonds, bonds with repurchase and resale conditions, or Call repurchase and resale conditions, or Call (Put) domestic monetary market fund. (Put) domestic monetary market fund. 2……….. 2……….. 3……….. 3……….. 4. The assets trades other than the ones 4. The assets trades other than the ones stated in the last three paragraphs or stated in the last three paragraphs or investments in Mainland China investments in Mainland China amounting to 20% of the paid-in capital amounting to 20% of the paid-in capital

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or NT$300 million, except for the or NT$300 million, except for the following circumstances: following circumstances: (1) Government bonds trade. (1) Government bonds trade. (2) Bonds with repurchase and resale (2) Bonds with repurchase and resale conditions and Call (Put) domestic conditions and Call (Put) domestic monetary market fund. monetary market fund. (3) The acquisition or disposal of assets (3) The acquisition or disposal of assets used in operation and the trade used in operation and the trade counterpart is not a related party for a counterpart is not a related party for a trade amount less than NT$500 million. trade amount less than NT$500 million. (4) The Companies investing less than (4) The Companies investing less than NT$500 million for the acquisition of NT$500 million for the acquisition of real estate by proprietary land real estate by proprietary land commissioned for construction, leased commissioned for construction, leased land commissioned for construction, land commissioned for construction, joint construction for units sharing, joint joint construction for units sharing, joint construction for percentage sharing, and construction for percentage sharing, and joint construction for sales sharing. joint construction for sales sharing. The transaction amount stated in the The transaction amount stated in the preceding paragraph is calculated in preceding paragraph is calculated in accordance with the following methods: accordance with the following methods: 1. …………. 1. …………. 2. …………. 2. …………. 3. …………. 3. …………. 4. …………. 4. …………. …………….. ……………… …………….. ……………… If the notice items pursuant to the If the notice items pursuant to the requirements are found with errors or requirements are found with errors or omissions, the Company should have omissions, the Company should have them corrected and have the complete them corrected and have the complete information noticed and declared again. information noticed and declared again. Notice format: 1. For the marketable securities of the parent company, subsidiaries, or related party traded in domestic and overseas Stock Exchange Market and GreTai Securities Market, please refer to Annex 2 for the notice matters and notice format. 2. For the acquisition of real estate by proprietary land commissioned for construction, leased land commissioned for construction, joint construction for units sharing, joint construction for percentage sharing, and joint construction for sales sharing, please refer to Annex 3 for the notice matters and notice format. 3. For the acquisition or disposal of real estate and equipment, please refer to Annex 4 for the notice format. 4. For the marketable securities, membership card, intangible assets trade,

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and financial institution’s disposal of claims not in the Stock Exchange Market and GreTai Securities Market, please refer to Annex 5 for the notice format. 5. For the investments in Mainland China, please refer to Annex 6 for the notice format. 6. For the derivatives trades reported within two days from the Event Date, please refer to Annex 7.1 for the notice format. 7. For the derivatives trades reported before the tenth day of each month, please refer to Annex 7.2 for the notice format. 8. For the merger, split, acquisition, or transfer of shares conducted; please refer to Annex 8 for the notice format.

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Annex 13

YIEH PHUI ENTERPRISE CO., LTD.

Procedures for Handling Acquisition and Disposal of Assets

Article 1: Ordinance reference

The “Procedures for Handling Acquisition and Disposal of Assets” are stipulated in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” of the Financial Supervisory Commission (hereinafter referred to as FSC).

Article 2: The acquisition or disposal of assets is to be processed in accordance with the “Procedures for Handling Acquisition and Disposal of Assets,” unless otherwise provided by law that shall prevail.
Article 3: The applicability of the “assets” defined in the “Procedures for Handling Acquisition and Disposal of Assets:”
Investments of stocks, bonds, corporate bonds, financial bonds, fund-based marketable securities, depositary receipts, call (put) warrants, beneficial securities, and assets-based securities.
Real estate (including land, houses and buildings, investment real estate, land use rights, and inventories of construction industry) and equipment.
Membership card.
Intangible assets of patents, copyrights, trademarks, and charters.
Claims (including accounts receivable, foreign exchange discount and loans, and delinquent loans) of financial institutions.
Derivatives.
Acquisition or disposal of assets through legal merger, split, acquisition, or transfer of shares.
Other important assets.
Article 4: Terminology defined in the “Procedures for Handling Acquisition and Disposal of Assets:”
Derivatives: refers to the value of the forward contract, options contracts, futures contracts, leveraged bond contracts, swap contracts, and a compound contract of the above commodities derived from the instruments of assets, interest rate, exchange rate, index, or other benefits. A “forward contract” does not include insurance contract performance contract, after-sale service contract, long-term lease contract, and long-term purchase (selling) contract.
Acquisition or disposal of assets by legal merger, split, acquisition, or transfer of shares: refers to the acquisition or disposal of assets by legal mergers, splits, or acquisitions in accordance with the Merger Law, Financial Holding Company Law, Financial Institutions Merger Act, or other law, or by issuing new stock shares in accordance with Article 156 Paragraph 8 of the Company Law for the transfer of shares from other companies (hereinafter referred to as the “transfer of shares”).
The related party and subsidiaries: The identity should be verified in accordance

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with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.”

Professional appraisers: refers to real estate appraiser or others engaged in real estate and equipment appraisal business in accordance with the law.
Event Date: refers to the contract signing date, the payment date, commission closing date, the transfer date, the Board resolution date, or other date with the transaction counterpart and transaction amount sufficiently determined, whichever is sooner (earlier). However, if the approval of the competent authorities is mandatory to the investments, one of the aforementioned dates or the competent authorities approval date whichever is sooner (earlier) shall prevail
Investment in Mainland China: refers to the investment in China in accordance with the Regulations Governing Licensing Investment or Technical Cooperation in Mainland China of the Investment Commission MOEA.
Article 5: For the appraisal report and the opinions of CPAs, attorneys, or security underwriters collected by the Company, the relevant appraisers and appraising personnel, CPAs, attorneys, or security underwriters may not be a related party of the trade parties.
Article 6: Procedures for Handling Acquisition and Disposal of Assets
Assessment and operating procedures
- (1) The acquisition or disposal of marketable securities investments is conducted in accordance with the investment revolving operations of the Company’s internal control system.
- (2) The Company’s acquisition or disposal of membership cards, intangible assets, real estate, and equipment is conducted in accordance with the Company’s internal control system general management and fixed assets, plants, and equipment revolving procedures.
The Company’s acquisition or disposal of marketable securities investment should be approved by the President and Chairman and must also be resolved by the Board of Directors if it is for an amount over NT$300 million.
The Company’s acquisition or disposal of membership card, intangible assets, real estate, and equipment is conducted in accordance with the following requirements:
- (1) Acquisition: The Company’s acquisition of membership cards, intangible assets, real estate, and equipment after the process of price inquiry, comparison, and bargaining should be presented to the competent supervisor for approval. For an amount of more than NT$300 million, it should be presented to the Board of Directors for resolutions.
- (2) Disposal: The Company’s disposal or sale of membership cards, intangible assets, real estate, and equipment should be specially proposed by the original using department with the reasons explained and with the process of price inquiry, comparison, and bargaining handled by the property custodian, and then presented to the competent supervisor for approval. For an amount of more than NT$300 million, it should be presented to the Board of Directors for resolutions.
Article 7: When the Company has acquisition and disposal of assets handled in accordance with the “Procedures for Handling Acquisition and Disposal of Assets” or other laws and regulations that requires the process to be presented to the Board of Directors for discussion, the Company should take full account of the opinions of the independent

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directors. Also, the disagreements or reservations should be detailed in the minutes of the board meeting.

A material assets or derivative transaction must be approved by a majority of the Audit Committee members; also, it must be submitted to the Board of Directors for resolutions. If a majority of the Audit Committee members does not approve it, it should be approved by two thirds of the board of directors and the resolutions of the Audit Committee should be documented in the minutes of the board meeting.

Article 8: The acquisition of real estate not used in business operation and marketable securities investment of the Company and its subsidiaries is subject to the following restrictions:
The acquisition of marketable securities investment and real estate not used in business operation by the Company and its subsidiaries shall not exceed 150% of the Company’s net worth at one time.
Each marketable securities investment amount of the Company and its subsidiaries shall not exceed 50% of the Company’s net worth at the time.
Article 9: The procedures for handling acquisition and disposal of assets by the subsidiary of the Company
A subsidiary of the Company shall have the “Procedures for Handling Acquisition and Disposal of Assets” stipulated in accordance with the requirements and have it resolved in the Audit Committee and/or Board of Directors and/or Shareholders’ meeting for enforcement; the amendments should be processed the same way.
If the subsidiary of the Company is not a public company with an acquisition or disposal of assets subject to the notice and declaration requirements of Article 32, the Company should handle the notice and declaration process, post it on the Internet reporting system, and present it for inspection.
If the subsidiaries stated in the preceding paragraph with an acquisition or disposal of assets subject to the notice and declaration requirements of 20% paid-in capital or 10% total assets in Article 32 Paragraph 1, it is based on the Company’s paid-in capital or total assets.
Article 9.1: Regarding the requirement of 10% total assets, it is based on the total assets amount in the most recent proprietary or individual financial statements that are prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.” For the Company’s stock that has no face value or the face value is not for NT$10, the requirement of “trade amount equivalent to 20% of the paid-in capital” is replaced by the “10% of shareholders’ equity.”
Article 10: The Company’s acquisition or disposal of real estate or equipment, except for the transactions with government agencies, proprietary land commissioned for construction, leased land commissioned for construction, or disposal of machinery and equipment used in operation, for an amount more than 20% of the paid-in capital or NT$300 million must be with an official appraisal report collected before the Event Date in accordance with the following requirements:
If a specific price, particular price, or special price is applied for reference of the transaction price due to a special reason, the Board of Directors should resolve the transaction in advance. Also, it should be processed the same way for any change in trading conditions.

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Two professional appraisal services must be solicited for a transaction amount more than NT$1 billion.
For the appraisal result of a professional appraiser with one of the following circumstances, except for the appraisal result of the assets acquired higher than the transaction amount or the appraisal result of the assets disposed lower than the transaction amount, the commissioned CPAs should have it processed in accordance with Article 20 of the Generally Accepted Auditing Standards (GAAS) issued by the ROC Accounting Research and Development Foundation (hereinafter referred to as the “Accounting Research and Development Foundation”).
(1) The difference between the appraisal result and the transaction amount is more than 20% of the transaction amount.
(2) The difference of appraisal results between two appraisal services or more is more than 10% of the transaction amount.
The date of the report issued by a professional appraiser may not be more than 3 months away from the contract date. However, the original appraiser is to have an opinion issued if the two dates are subject to the same announced present value and it is not over 6 months.

Article 11: For the acquisition or disposal of marketable securities; except for those meet the

following requirements; the Company should collect the underlying company’s most recent financial statements that are audited or reviewed by CPAs before the Event Date as reference to assess the transaction price. In addition, for the transaction amounted to 20% of the company’s paid-in capital or NT$300 million or more, commission a CPA to express an opinion on the reasonableness of the trading price before the Event Date. If a professional report is needed by the commissioned CPA, it should be processed in accordance with Article 20 of the Generally Accepted Auditing Standards (GAAS) issued by the Accounting Research and Development Foundation, unless a market quotation of the marketable securities is available or it is otherwise provided by the Financial Supervisory Commission.

(1) Those who have had incorporation setup by sponsorship or public share offer with cash paid to acquire marketable securities.
(2) Those who have participated in subscribing the marketable securities that is lawfully issued at the par value by the underlying company for cash capitalization.
(3) Those who have participated in subscribing the marketable securities that is issued by the wholly-owned subsidiary for cash capitalization.
(4) The listed/OTC and emerging marketable securities traded at the TWSE or GTSM.
(5) Government bonds and bonds with repurchase or resale conditions.
(6) Offshore and domestic funds.
(7) The acquisition or disposal of listed/OTC stock in accordance with the Regulations Governing Listed/OTC Securities Tender Offer or Auction of TWSE or GTSM.
(8) Those who have participated in subscribing the news shares issued by public

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companies for cash capitalization and the acquired marketable securities are not by private placement.

  - (9) Those who have acquired the fund before it is established in accordance with Article 11 Paragraph 1 of the Securities Investment and Trust Act and FSC Investment (IV) No. 0990042831 Order dated September 3, 2010 by the Financial Supervisory Commission.

  - (10) For those who have purchased or repurchased domestic private placement funds, as the investment strategy stated in the Trust Agreement that except for the security credit trade and the outstanding securities-related instrument position, the scope of investment is same as the public placement funds.

Article 12: The Company’s acquisition or disposal of membership card or intangible assets, except for the transactions with government agencies, for an amount more than 20% of the paid-in capital or NT$300 million, must be with CPAs commissioned to express an opinion on the reasonableness of the trading price before the Event Date in accordance with Article 20 of the Generally Accepted Auditing Standards (GAAS) issued by the Accounting Research and Development Foundation.
Article 12.1: The transaction amount referred to in the last three Articles should be calculated in accordance with Article 32 Paragraph 2. Also, the “within one year” refers to one year prior to the baseline date of the current event; however, the requirement is exempted if an appraisal report is collected from the professional appraiser or an opinion from the CPAs in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”
Article 13: For the acquisition or disposal of assets by a court auction process, the documents issued by the Court can be an alternative to an appraisal report or CPA’s opinion.
Article 14: For the acquisition or disposal of assets by the Company and the related party, in addition to have the related resolution procedures and trade term reasonableness assessed in accordance with Article 10, Article 13, Article 15, Article 16, Article 17, and Article 18; if the trade amount is more than 10% of the Company’s total assets, an appraisal report or an opinion of the CPA should be obtained in accordance with the requirement stated in the preceding paragraph.
The transaction amount in the preceding paragraph should be calculated in accordance with Article 12. 1.

When determining whether the transaction counterpart is a related party or not, in addition to the legal formality, the real relationship should be considered.

Article 15: The Company’s acquisition or disposal of real estate from or to the related party, or, the Company’s and the related party’s acquisition or disposal of other assets other than the real estate for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, except for the trade of government bonds, bonds with repurchase and resale conditions, or Call (Put) domestic monetary market fund, must have the following data approved by the Audit Committee and resolved in the Board meeting before signing the trade agreement and making prepayment:
The purpose, necessity, and expected benefits from the acquisition or disposal of asset.

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The reason for choosing the related party as the trade counterpart.
The data related to assessing the reasonableness of the trade terms for the real estate acquired from the related party in accordance with Article 16 and Article 17.
The initial acquisition date and price, trade counterpart and its relationship with the Company and the related party.
The monthly statement of cash income and expense forecast within one year starting from the month the contract is signed. Also, assess the necessity of the transaction and the reasonableness of the fund use.
The appraisal report received from a professional appraiser or an opinion from the CPA in accordance with the requirements stated in the last Article.
The restrictions and other important stipulations of this transaction. The transaction amount referred to in the preceding paragraph should be calculated in accordance with Article 32 Paragraph 2. Also, the “within one year” refers to one year prior to the baseline date of the current event; however, the requirement is exempted if it is presented to the Board of Directors for approval.

For the acquisition or disposal of machinery and equipment used in operation with an amount of NT$500 million or less between the Company and its subsidiaries or among the subsidiaries, the Chairman is authorized to make a decision first and report it in the latest Board meeting for ratification.

Article 16: The Company should have the reasonableness of transaction cost of the real estate acquired from the related party assessed in accordance with the following methods:
It includes the related party’s transaction price plus necessary fund interest and the cost to be borne by the buyer in accordance with the law. The “necessary fund interest cost” is calculated in accordance with the weighted average interest rate of the year the assets purchased; however, it may not be higher than the highest loan interest rate of non-financial sector announced by the Ministry of Finance.
If the related party has the underlying object mortgaged as loan collateral to a financial institution, the financial institution is to assess the total loan value of the underlying object. However, the actual cumulative loan value of the underlying object granted by the financial institution should be more than 70% of the total assessed loan value with a loan period for more than one year, unless the trade counterpart is a related party of the financial institution.

For the underlying land and housing purchased jointly, the transaction cost of land and housing can be calculated respectively in accordance with any of the methods listed in the preceding paragraph.

The cost of the real estate acquired from the related party should be assessed in accordance with the requirements of Paragraph 1 and Paragraph 2; also, a CPA should be commissioned to review and express an opinion specifically.

The real estate acquired from the related party in one of the following circumstances should be processed in accordance with Article 15 and it is not subject to the requirements of the last three paragraphs:

The related party has acquired the real estate by inheritance or donation.

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The related party has an agreement signed to acquire the real estate over 5 years ago from the current transaction.
The real estate is acquired by commissioning the related party to construct the real estate, including signing a joint construction contract, proprietary land commissioned for construction, and leased land commissioned for construction.
Article 17: If the price assessed in accordance with Paragraph 1 and Paragraph 2 is lower than the trading price, it should be handled in accordance with Article 18, except for in the following circumstances with objective evidences presented, a real estate professional appraisal report received, and a specific and reasonable opinion issued by the CPA:
The related party that has acquired or leased a prime land for construction may evidence its complying with one of the following conditions:
- (1) Prime land is assessed in accordance with the methods stated in the preceding paragraph. Housing is assessed in accordance with the total amount of related party’s construction cost plus reasonable construction profit exceeding the actual trading price. The “reasonable construction profit” is the average gross profit rate of the related party’s construction department within the last three years or the most recent gross profit rate of the construction industry published by the Ministry of Finance whichever is lower.
- (2) The other floors of the same underlying premise and land or the transaction conducted by a non-related party in the adjacent area within one year for the similar floorage. In addition, the trading conditions are equivalent according to the assessment of the reasonable floor or regional price spread in a general real estate trade.
- (3) The other floors of the same underlying premise or land or the leasing conducted by a non-related party within one year; also, the trading conditions are equivalent according to the assessment of the reasonable floor price spread in a general real estate leasing.
Prove the trading conditions for the real estate acquired from the related party is equivalent with the transaction conducted by a non-related party in the adjacent area within one year for the same floorage.

The successful transaction conducted in the adjacent area stated in the preceding paragraph refers to the real estate on the same or adjacent street that is less than 500m in radius distanced from the underlying object or it is with the similar announced present value. The “same floorage” means that the area of the real estate transaction conducted by the non-related party may not be more than 50% smaller than the underlying object. The “within one year” refers to one year prior to the baseline date for the acquisition of the real estate.

Article 18: If the price of the real estate acquired by the Company from the related party that is assessed in accordance with Article 16 and Article 17 is lower than the trading price, it should be handled in accordance with the follows:
For the spread between the real estate trading price and assessed cost, special reserve should be appropriated in accordance with Article 41 Paragraph 1 of the Securities and Exchange Act; also, it may not be applied for distribution or

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capitalized for stock dividend. For the Company’s investment valued in accordance with the equity method, special reserve should be appropriated for the aforementioned spread amount proportionally to the shareholding ratio in accordance with Article 41 Paragraph 1 of the Securities and Exchange Act.

An independent director of the Audit Committee should have it handled in accordance with Article 218 of the Company Act.
The processes referred to in Paragraph 1 and Paragraph 2 should be presented in the shareholders meeting; also, the transaction details should be disclosed in the annual report and prospectus.

The special reserve appropriated in accordance with the requirements stated in the preceding paragraph cannot be used until the assets purchased at high price are with allowance for loss in valuation appropriated or it is disposed, or, with proper compensation restitution made, or without evidence of unreasonableness, and with the consent of the Financial Supervisory Commission.

The acquisition of real estate from the related party that is with a breach of regular operation evidenced should be processed in accordance with the preceding two paragraphs.

Article 19: Procedures for Handling Acquisition and Disposal of Derivatives

The Company engaged in derivatives trading shall pay attention to the following important risk management and auditing matters control and they should be included in the “Procedures for Handling Acquisition and Disposal of Derivatives:”

Trading principles and guidelines: It shall include the type, operation or hedging strategy, division of responsibilities, performance evaluation criteria of the derivative transactions, the total contract amount of the derivative transactions, as well as the loss limit amount of all contracts and individual contract.
Risk management measures
Internal auditing system
Regular assessment methods and nonconformities handling
Article 20: The Company engaged in derivatives trading should implement the following risk management measures:
Risk management scope

The Company engaged in derivative transactions should consider the following risks with proper hedging measures implemented in advance:

(1) Credit risk management: Conduct trades mainly with the associating banks and legitimate brokers and set the trade quota in advance for each associating banks. The Finance Officer is responsible for the control without focusing business transactions on few institutions. Also, adjust the trade quote of each associating financial institution flexibly in accordance with changes in market prices.
(2) Market risk management: It is limited to the trades conducted in stock market and OTC market.
(3) Liquidity risk management: It is mainly focusing on the instruments with long trading time, high liquidity, and stable market price.
(4) Cash flow risk management: Changes in cash flow should be assessed; also,

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source of fund is limited to the proprietary fund.

(5) Operational risk management: shall comply with the authorized quota and operating procedures regulated by the Company and should have it included in the internal auditing process to avoid operating risk. Moreover, derivatives traders and personnel responsible for confirmation and settlement may not be inter-changeable. Personnel responsible for derivatives settlement shall follow up on the derivatives transactions that will be due within one week and with the derivatives traders informed to ensure correct derivatives settlement.
(6) Legal risk management: Non-stereotyped transaction contract documents shall be countersigned by the Legal Affairs Office.
Derivatives traders and personnel responsible for confirmation and settlement may not be inter-changeable.
Scope of authorization:
(1) If the derivatives transactions of the Company are for trade (investment) purpose, each transaction must be submitted to the Chairman for approval in advance.
(2) If the derivatives transactions of the Company are not for trade (hedging) purpose, it should conducted in accordance with the scope of authorization as follows: (It is based on the contract amount instead of bond amount)

Hierarchy	Dailyamount	Cumulative net amount
1. Board of Directors	Over US$20 million (notinclusive)	Over US$60 million (notinclusive)
2. Presented to the Board of Directors for ratification after the approvalofthe Chairman	Under US$20 million (not inclusive)	Under US$60 million (not inclusive)
3. Chairman	Under US$5 million (notinclusive)	Under US$15 million (notinclusive)
4. President	Under US$1 million (notinclusive)	Under US$5 million (notinclusive)

The Company has the derivatives operations assigned to the responsible units as follows in accordance with the nature of work.
Procurement Unit: Responsible for drafting up the operation strategies for the trade of instruments and futures in accordance with the scope of authorization.
Finance Office:
- (1) Responsible for drafting up the operation strategies for the trade of derivatives other than instruments and futures.
- (2) Conduct trades in accordance with the scope of authorization.
Legal Affairs Office: Responsible for reviewing the non-stereotyped transaction contract documents;
Accounting Office: Responsible for the accounting process of derivatives transactions, the preparation of financial statements, and regular data summary.
Audit Office: Understand the adequacy of internal control, including division of responsibilities and operational procedures; audit the compliance with the

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Procedures for Derivatives Trading of the trade department.

Risk measurement, monitoring, and control personnel should not be in the same department with the personnel stated in the preceding personnel; also, should report to the Board of Directors or the senior management that is not responsible for trade or position decision-making.
The department responsible for derivative transactions should base its assessment on the following criteria:
(1) Performance evaluation:
1. Non-trading:
  - (1) The Finance Office has based the performance evaluation of the realized net profit and loss position after the closing of the trade day for each trade contract on the type of instrument.
  - (2) Compare the profit and loss performance and conduct regular reviews for the target set and report it to the Chairman for review and approval.
2. Trading:
  - (1) Realized position: The Finance Office has based the performance evaluation on the actual profit or loss position.
  - (2) Unrealized position: Base the performance evaluation on the net profit and loss and total profit and loss of the open position calculated in accordance with the closing price every day.
(2) Regular assessment:
1. The Finance Office regularly reviews whether the operation performance meets the established business strategies and the risk is within the tolerable range specified in accordance with the current Income Statement.
2. The Finance Office should have the position held for trade assessed at least once a week. The position held not for trade assessed at least once every 15 days; also, the assessment report should be presented to the Chairman for review and approval.
Total contract amount and loss limit:

Non-trading transactions: The quota amount should not exceed the Company’s actual business needs.

Trading transactions: The quota amount is limited to 15% of the Company’s net worth.

All of the above and individual contract loss is limited to 15% of the contract amount.

If the changes in market causes individual contract with a loss over 10% after the transaction completed, the countermeasures must be developed and presented to the Chairman for approval.

Article 21: The Board of Directors is to monitor and manage the Company’s derivatives trades in

accordance with the following principles:

The designated senior management should monitor and control the risk of the derivative transactions at any time.

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Regularly reviews whether the performance of derivative transactions meets the established business strategies and the risk is within the tolerable range specified.

The designated senior management should manage derivatives transactions in accordance with the following principles:

Regularly assess whether the current risk management measures are appropriate and are indeed handled in accordance with the Procedures for Derivatives Trading of the Company.
Supervise trading and profit and loss situation. Take necessary responsive measures upon identifying any nonconformity and it should be immediately reported to the Board of Directors. The independent directors of the Company, if appointed, should attend the meeting to express their opinions.

The Company having authorized responsible personnel to handle derivative transactions in accordance with the Procedures for Derivatives Trading should have it reported to the most recent Board of Directors afterwards.

Article 22: The Company engaged in derivatives trading should have a registry established for recording the information of derivatives type, amount, the Board approval date, and the matters to be carefully assessed as stated in Article 20 Paragraph 6, and Article 21 Paragraph 1 Clause 1 and Paragraph 2 Clause 1.

The Company’s internal audit staff should regularly understand the adequacy of the internal controls, audit the compliance with the Procedures for Derivatives Trading of the trade department every month, analyze the transaction cycle, and prepare an audit report. The Audit Committee should be notified in writing for any major nonconformity identified.

Article 23: The Company while handling merge, split, acquisition, or transfer of shares should commission CPAs, lawyers, or securities underwriters to express an opinion on the reasonableness of the swap ratio, acquisition price, or the distribution of cash or other assets to shareholders before the resolutions reached in the board meeting; also, it should be presented to the Board of Directors for review and approval.
Article 24: The Company while engaged in the merger, split, or acquisition should have the merger, split, or acquisition agreement and the related matters composed before the shareholders meeting for distribution to shareholders along with the opinions of specialists referred to in Paragraph 1 of the preceding Article and the shareholders meeting notice for shareholders’ reference in voting on the merger, split, or acquisition proposal; unless otherwise provided by other law and regulations exempting the merger, split, or acquisition proposal from being resolved in the shareholders meeting.
If the shareholders meeting of the parties engaged in the merger, split, or
acquisition cannot be convened or resolved due to the issues of insufficient attendance rate, voting right inadequacy, or other legal restrictions, or, motions are vetoed in the shareholders meeting, the parties engaged in the merger, split, or acquisition should immediately disclose the root cause, the subsequent processing operations, and the expected date of the shareholders meeting to be convened.
Article 25: The Company while engaged in the merger, split, or acquisition, unless otherwise provided by law or for some reasons with the consent of the Financial Supervisory

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Commission in advance, should have the board meeting and shareholders meeting convened in the same day to resolve the merger, split, or acquisition matters.

The Company while engaged in the transfer of shares, unless otherwise provided by law or for some reasons with the consent of the Financial Supervisory Commission in advance, should have the board meeting and shareholders meeting convened in the same day.

The Company while engaged in the merger, split, acquisition, or transfer of shares should have the following information documented in writing and reserved for 5 years for inspection. The data in Paragraph 1 and Paragraph 2 below should be reported in the prescribed format to the Financial Supervisory Commission for records through the internet reporting system within two days after the resolutions reached in the board meeting.

Personnel basic information: including the job title, name, and identity card number (or Passport No. for foreigners) of those who engaged in the merger, split, acquisition, or transfer of shares or the project leader before the news made public.
Important Event Date: including signing a letter of intent or memorandum of understanding, commissioning finance or legal adviser, signing a contract, and the Board meeting date.
Important documents and minutes of meeting: including merge, split, acquisition, or transfer of shares plan, letter of intent or memorandum of understanding, important contracts, and minutes of board meeting.

If the counterparts of the merger, split, acquisition, or transfer of shares that the Company is engaged in are not listed companies or their stocks are not traded at the GTSM, the Company should have an agreement signed with them in accordance with the requirements stated in the preceding paragraph.

Article 26: The Company’s staff who is engaged in or knows about the merge, split, acquisition, or transfer shares plan should issue a written confidentiality commitment not to disclose the contents of the plan before it is made public; also, may not trade the stock and equity-based marketable securities of the companies that are engaged in the merge, split, acquisition, or transfer of shares for themselves or on behalf of others.
Article 27: The Company engaged in the merger, split, acquisition, or transfer of shares may not have the swap ratio or purchase price changed arbitrarily except for in the following circumstances. In addition, it should have the conditions for changes stipulated in the merge, split, acquisition, or transferee of shares contract.
Processing cash capitalization, issuing convertible bonds, stock dividend, issuing corporate bonds with warrants, preferred stock with warrants, stock options, and other equity-based marketable securities;
The acts, including the disposal of material assets, that affect the Company’s financial operations;
The events, including major disasters and major changes in technology, that affect the Company’s shareholder equity or the price of securities;
The adjustment made for the Treasury stock repurchased by any of the companies engaged in the merger, split, acquisition, or transferee of shares;

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The change in the main company or the number of companies that are engaged in the merger, split, acquisition, or transferee of the shares;
The additional conditions for changes illustrated in the contract that are already disclosed to the public;
Article 28: The Company engaged in the merger, split, acquisition, or transfer of shares should have the rights and obligations related to the merger, split, acquisition, or transfer of shares detailed in the contract, including the following matters:
Breach of contract.
The principles for handling the equity-based marketable securities issued or the Treasury stock repurchased before the Company extinguished due to a merger or split.
The shares of Treasury stock that can be repurchased and the handling principle after the Company’s swap baseline date.
Handling the change in the main company or the number of companies that are engaged in the transactions.
The expected project in progress and the expected project completion date;
When the project is not completed on time, the relevant procedures for convening a shareholders meeting in accordance with the law and regulations.
Article 29: If any company involved in the merger, split, acquisition, or transfer of shares after the information made public intends to engage in the merger, split, acquisition, or transfer of shares with other companies, unless the number of participating companies is reduced, the resolution is reached in the shareholders meeting, and the Board of Directors is authorized in the shareholders meeting to change the limit of authority, the participating companies may be exempted from convening a shareholders meeting in making another resolution. In addition, the procedures or legal acts completed in the original merger, split, acquisition, or transfer of shares should be repeated by all participating companies.
Article 30: The Company should have an agreement signed with the companies engaged in the merger, split, acquisition, or transfer of the shares that are not public companies in accordance with Article 25, Article 26, and Article 29.
Article 31: The Company’s Finance Office should have had the acquisition or disposal of assets related contracts, minutes of meeting, registries, appraisal reports, and the opinions of the CPAs, lawyers, or security underwriters ready at the Company, unless otherwise provided by laws, for at least five years.
Article 32: The Company’s acquisition or disposal of assets with any of the following circumstances should have the relevant information documented in the prescribed format by its nature and noticed and declared through the internet reporting system designated by the Financial Supervisory Commission within two days from the Event Date:
The Company’s acquisition or disposal of real estate from or to the related party, or, the Company’s and the related party’s acquisition or disposal of other assets other than the real estate for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, except for the trade of government bonds, bonds

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with repurchase and resale conditions, or Call (Put) domestic monetary market fund.

Conducting merger, split, acquisition, or transfer of shares.
Engaged in derivatives trading losses amounting to the loss limit amount of all contracts or individual contract regulated in the Procedures.
The assets trades other than the ones stated in the last three paragraphs or investments in Mainland China amounting to 20% of the paid-in capital or NT$300 million, except for the following circumstances:
(1) Government bonds trade.
(2) Bonds with repurchase and resale conditions and Call (Put) domestic monetary market fund.
(3) The acquisition or disposal of assets used in operation and the trade counterpart is not a related party for a trade amount less than NT$500 million.
(4) The Companies investing less than NT$500 million for the acquisition of real estate by proprietary land commissioned for construction, leased land commissioned for construction, joint construction for units sharing, joint construction for percentage sharing, and joint construction for sales sharing.

The transaction amount stated in the preceding paragraph is calculated in accordance with the following methods:

Referred to the amount of each transaction.
The cumulative amount of the acquisition or disposal of the homogeneous underlying object with the same counterpart within one year.
The cumulative acquisition or disposal (independent cumulative acquisition or cumulative disposal) amount of the same real estate development project within one year.
The cumulative acquisition or disposal (independent cumulative acquisition or cumulative disposal) amount of the same marketable securities.

The “within one year” refers to one year prior to the baseline date of the current event; however, the requirement is exempted for the part of the transaction reported in accordance with the Procedures.

The Company should have the derivatives transactions of the Company and its subsidiaries up to the end of the last month prepared in the prescribed format and posted on the information reporting system designated by the Financial Supervisory Commission before the tenth day of each month.

If the notice items pursuant to the requirements are found with errors or omissions, the Company should have them corrected and have the complete information noticed and declared again.

Article 33: The notice and declaration of the trades as stated in the preceding paragraph with any of the following circumstances should be posted on the designated website within two days from the Event Date:
The contracts of the original trade is changed, terminated, or cancelled.
The merger, split, acquisition, or transfer of shares is not completed in accordance

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with the contracted schedule.

The content of the original notice is changed.
Article 34: The responsible personnel of the Company in violation of the Procedures for Handling Acquisition and Disposal of Assets should be punished in accordance with the Company’s Disciplinary Act.

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Annex 14

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Articles of Incorporation”

Before and After Revision

	BEFORE THE REVISION		AFTER THE REVISION
	Article 27 The Company may appoint the President, Vice President, and a number of other people. The appointment and dismissal of the President and Vice President is with the consent of the majority of directors. The appointment and dismissal of the Assisting Vice President, Junior Vice President, and Managers are proposed by the President to the Chairman for approval.		Article 27 The Company appoint the President, whose appointment , dismissal and pay rate shall be as pursuant to Article 29 of Company Act.
	Article 31 The Company’s final accounts of each year are distributed as follows: 1.The Company is in a growth stage of the industry; therefore, the residual dividend policy will be adopted in accordance with the expansion planning and profitability. 2. Distribution conditions and timing The Company’s final accounts of each year, after paying tax and making up prior losses and net of 10% legal reserve, and with the special reserve appropriated or reversed according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. Dividends are distributed with priority and then bonuses are allocated. The allocation motion is resolved in the shareholders meeting, of which, 1% for bonus to employees and 0.2% or less for remuneration to directors and supervisors. 3. Types of dividends: Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%. 4. Dividend distribution, depending on the profitability,is proposed by the		Article 31 The Company’s final accounts of each year are distributed as follows: 1. Dividend policy The industry the Company is engaged in is in a mature stage of its life cycle. The dividend policy is in support of the current and future development plans, taking into consideration the investment environment, capital requirements, domestic and international competition, and the interests of the shareholders. An amount not less than 20% of the distributable earnings is appropriated annually as the shareholder dividend and bonus. However, the accumulated distributable earnings that are less than 20% of the paid-in capital may not be distributed. 2. Distribution conditions and timing: The Company’s final accounts of each year, after paying tax and making up prior losses and the net of the 10% legal reserve, and with the special reserve appropriated or reserved according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. The earnings distribution is proposed by the Board of Directors and resolved in the shareholders meeting. 3. Types of dividends: Assess capital needs in accordance with the expansion planning and profitability. Ingeneral, stockdividendis distributed

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Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.	in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%. 4. Dividend distribution, depending on the profitability, is proposed by the Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meetingfor resolutions.
Article 32 The Company may conduct external guarantee business for the businesses in thisindustry.	Article 32 The Company may conduct external guarantee business.

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Annex 15

YIEH PHUI ENTERPRISE CO., LTD. Articles of Incorporation

Chapter 1 General Rules

Article 1: The Company was organized pursuant to the limited corporation provisions of the

Company Act and named as “Yieh Phui Enterprise Co., Ltd.”

Article 2: The Company’s business services are as follows:
A102080 Horticulture
C801010 Basic Industrial Chemical Manufacturing
C901990 Other Non-metallic Mineral Products Manufacturing
CA01010 Iron and Steel Refining
CA01020 Iron and Steel Rolls over Extends and Crowding
CA01030 Iron and Steel Casting
CA01050 Iron and Steel Rolling, Drawing, and Extruding
CA01060 Steel Wires and Cables Manufacturing
CA02010 Metal Architectural Components Manufacturing
CA02090 Metal line Products Manufacturing
CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified
CA04010 Metal Surface Treating
CB01010 Machinery and Equipment Manufacturing
CB01990 Other Machinery Manufacturing Not Elsewhere Classified 53. CC01080 Electronic Parts and Components Manufacturing
CD01030 Automobiles and Parts Manufacturing
CD01040 Motor Vehicles and Parts Manufacturing
F101100 Wholesale of Flowers
F106010 Wholesale of Ironware
F111090 Wholesale of Building Materials
F113010 Wholesale of Machinery
F114030 Wholesale of Motor Vehicle Parts and Supplies
F199990 Other Wholesale Trade
F201070 Retail sale of Flowers
F206010 Retail Sale of Ironware
F211010 Retail Sale of Building Materials
F213080 Retail Sale of Machinery and Equipment
F214030 Retail Sale of Motor Vehicle Parts and Supplies
F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
F401010 International Trade
E103011 Steel Construction
H701010 Residence and Buildings Lease Construction and Development
H701040 Specialized Field Construction and Development
H701060 New County and Community Construction and Investment
H703090 Real Estate Commerce
H703100 Real Estate Rental and Leasing

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JE01010 Rental and Leasing Business
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company was established in Kaohsiung City. When necessary, branches will be setup domestically and internationally with the resolutions of the Board of Directors.
Article 4: The total transfer investment amount of the Company is not subject to the limitation of 40% of total paid-in capital threshold defined in Article 13 of the Company Act.

Chapter 2 Stock shares

Article 5: The Company’s total authorized capital amounted to NT$20 billion with 2 billion shares issued at NT$10 per share in installments.
Article 5.1: The Company has stock shares transferred to employees at an average price lower than the actual repurchase price, has stock option certificates issued to employees at a price below the market price (net share value) that is resolved with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing two thirds of the voting rights.

Article	6:	The Company issues only order shares with the signatures or seals of three
		directors affixed and numbered. In addition, the shares cannot be issued without the
		certification of the competent authorities or the registration agency authorized by
		the competent authorities. Also, the Company’s order shares can be issued without
		stock printout; however, should contact the Securities Central Depository
		Institution for registration.
Article	7:	Shareholders should have their name/title and domicile/residence reported to the
		Company, fill out the signature card and then send it to the Company for filing. The
		loss or destruction of the seal or for other reasons the seal specimen needed to be
		replaced should be processed in accordance with the Regulations Governing the
		Handling of Stock Affairs by Public Companies.
Article	8:	The transferor and the transferee shall fill out an “Application for Transfer of
		Shares” together with the transferred shares submitted to the Company to apply for
		stock transfer that cannot be used against the Company until it is post to the
		shareholder registry.
Article	9:	The lost or damaged stocks, if any, are to be processed in accordance with the
		Company Act and general law and regulations.
Article	10:	(Deleted)
Article	11:	The stock cut-off date is 60 days prior to the general shareholders meeting, 30 days
		prior to the extraordinary shareholders meeting, or 5 days prior to the baseline date
		announced by the Company for the distribution of dividends, bonuses, and other
		benefits.

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Chapter 3 Shareholders meeting

Article 12: Shareholders meetings include general shareholders meetings and extraordinary

shareholders meetings. General shareholders meetings are held once a year and they are to be convened within 6 months after the fiscal year. The Board of Directors will notify all shareholders 30 days in advance. In addition, an extraordinary shareholders meeting will be convened if necessary.
Article 13: Shareholders who are unable to attend a shareholders meeting for valid reasons may issue a proxy provided by the Company with the scope of authorization specified to have the representative attended the meeting on their behalf. Attending shareholders meeting by proxy is to be handled in accordance with Article 25.1 of the Securities and Exchange Act.
Article 14: The Chairman of the Board of Directors is to chair the shareholders meeting. If the Chairman is on leave or unable to exercise powers, the meeting is to be chaired by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting.
Article 15: Shareholders of the Company are entitled to one voting right per share except for those without voting right listed in Article 179 of the Company Act.
Article 16: The resolution reached in the shareholders meeting is deemed passed that are with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing a majority of the voting right, unless otherwise provided by the Company Act.
Article 17: 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 Company may have the minutes of meeting in the preceding paragraph distributed by announcement. The minutes of meeting should be prepared in accordance with the year, month, date, place, the Chairman’s name, resolution methods, and the gist and result of the proceeding; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies.

Chapter 4 Directors and supervisors

Article 18: The Company is with 7 directors and 2 supervisors appointed by a nomination system. They are elected among the competent shareholders in the shareholders meeting in accordance with Article 198 of the Company Act. Directors and supervisors are appointed for a term of 3-year and can be appointed for the 2[nd] term. Also, the minimum shareholding ratio of the directors and supervisors shall comply with the requirements of the securities competent authorities.
A majority of the Company’s directors should not be in any of the following relationships:
Spouse
Secondary relatives

At least one of the Company’s supervisors or between the supervisors or directors shall not be in any of the relationship stated in preceding paragraph, unless

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otherwise approved by the competent authorities.
Article 18.1: For the number of directors stated in the preceding paragraph, there must be at least two independent directors, which may not be less than one fifth of the total number of directors. The professional qualifications of the independent directors, shareholdings, part-time job constraints, the nomination and election methods, and other binding matters should be handled in accordance with the relevant requirements of the securities competent authorities.
Article 19: Directors and supervisors at the expiry of their terms of office, due to delays in re-election, shall continue to perform duties until the newly elected directors and supervisors are ready to take over the office. However, the competent authorities may command the Company to complete the re-election before the deadline. If the re-election is not completed after the deadline, the current directors and supervisors will be discharged automatically after the expiry date.
Article 20: The Board of Directors is organized by the directors with the attendance of two thirds of the directors and the consent of the directors representing a majority of the attending directors to elect the Chairman and the Vice Chairman, if necessary. The Chairman is to execute all business matters resolved in accordance with law and regulations, Articles of Association, shareholders meeting, and Board meeting.
Article 21: A contingent election should be arranged when there is more than one third of the board directors dismissed or all supervisors dismissed. However, the newly elected directors or supervisors are to complete only the remaining tenure of the dismissed directors or supervisors.
Article 22: The board meeting is convened quarterly at least. The reasons for convening the board meeting should be stated in the notice to directors and supervisors seven days in advance. An extraordinary board meeting can be convened due to an urgent matter. The notice of a board meeting as stated in the preceding paragraph should be processed in writing or by fax or e-mail. If the Chairman deems it necessary or when requested by two or more directors to have an extraordinary board meeting convened, the Chairman of the Board of Directors is to chair the board meeting. If the Chairman is unable to exercise powers, the meeting is to be chaired by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting.
Article 23: The resolution reached in the board meeting is deemed as passed that is with the attendance of a majority of the directors and the consent of a majority of the attending directors, unless otherwise provided by the Company Act. Directors who are unable to attend the meeting for reasons may issue a proxy with the scope of authorization specified to have other director attended the meeting on their behalf; however, it is limited to one person, one proxy.
Article 24: The motions resolved in the board meeting must be documented in the minutes of meeting, which must be signed and sealed by the Chairman and then distributed to all directors within 15 days after the meeting. The gist and result of the proceeding should be documented in the minutes of meeting; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies.
Article 25: Supervisors, in addition to performing job responsibilities lawfully, may attend the

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board meetings to express opinions but not to vote.

Since the re-election of the directors and supervisors after the expiry date of the term in 2013, the Company has had an Audit Committee set up to replace the supervisors in accordance with Article 14.4 of the Securities and Exchange Act. The Audit Committee or the members of the Audit Committee are responsible for the implementation of the supervisors' job responsibilities defined in accordance with the Company Act Securities and Exchange Act, other laws and regulations, and the Articles of Association. The provisions of the Articles of Association regarding the supervisors will no longer be applicable after the Audit Committee is formed.

Article 26: The traveling expenses of the directors and supervisors, the remuneration of the independent directors, and the salaries of the Chairman and Vice Chairman are determined by the Board of Directors in accordance with the relevant standards of the industry and the listed companies. Chairman and Vice Chairman may, based on the Company’s payroll provisions, collect other compensations. The Company may purchase liability insurance for all directors and supervisors.

Chapter 5 Managers and employees

Article 27: The Company may appoint the President, Vice President, and a number of other people. The appointment and dismissal of the President and Vice President is with the consent of the majority of directors. The appointment and dismissal of the Assisting Vice President, Junior Vice President, and Managers are proposed by the President to the Chairman for approval.
Article 28: The Company by the resolutions of the Board of Directors may hire consultants or important staff.
Article 29: The appointment and dismissal of the Company’s other employees is to be handled in accordance with the Company’s Management Regulations.

Chapter 6 Final accounts

Article 30: The Company should have the following reports composed at the end of each fiscal year and then presented to the supervisors for review and approval 30 days prior to the general shareholders meeting and to be acknowledged in the general shareholders meeting.
Business operation report
Financial statements
Motion of Profit Appropriation or Deficit Compensation Statement
Article 30.1: An appropriate amount equivalent to 0.2% of the annual earnings (the so-called earnings refer to the net income before tax and refer to the profit before deducting remuneration to employees, directors, and supervisors), if any, as remuneration to employees and 0.1% or less as remuneration to directors and supervisors. However, an amount equivalent to the accumulated losses, if any, should be reserved in advance to make up such losses.

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Article 31:

The Company’s final accounts of each year are distributed as follows:

Dividend policy

The industry the Company is engaged in is in a mature stage of its life cycle. The dividend policy is in support of the current and future development plans, taking into consideration the investment environment, capital requirements, domestic and international competition, and the interests of the shareholders. An amount not less than 20% of the distributable earnings is appropriated annually as the shareholder dividend and bonus. However, the accumulated distributable earnings that are less than 20% of the paid-in capital may not be distributed.

Distribution conditions and timing:

The Company’s final accounts of each year, after paying tax and making up prior losses and the net of the 10% legal reserve, and with the special reserve appropriated or reserved according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. The earnings distribution is proposed by the Board of Directors and resolved in the shareholders meeting.

Types of dividends:
Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%.
Dividend distribution, depending on the profitability, is proposed by the Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.

Chapter 7 Bylaw

Article 32: The Company may conduct external guarantee business. Article 33: The Company’s organizational procedures and work rules are to be regulated separately by the Board of Directors.
Article 34: The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and other laws and regulations.
Article 35: The Articles of Incorporation after the resolution reached in the shareholders meeting is to be submitted to the competent authorities for approval before implementation; so is the amendment.
Article 36: The Articles of Incorporation was enacted on March 30, 1978. The first amendment was made on February 17, 1984. The second amendment was made on December 20, 1985. The third amendment was made on January 20, 1986. The fourth amendment was made on March 12, 1986. The fifth amendment was made on May 9, 1986. The sixth amendment was made on October 6, 1987. The seventh amendment was made on November 20, 1987. The eighth amendment was made on April 14, 1988. The ninth amendment was made on May 21, 1988.

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The tenth amendment was made on October 28, 1989. The eleventh amendment was made on December 6, 1989. The twelfth amendment was made on March 22, 1990. The thirteenth amendment was made on July 20, 1991. The fourteenth amendment was made on October 29, 1991. The fifteenth amendment was made on April 15, 1992. The sixteenth amendment was made on October 7, 1992. The seventeenth amendment was made on December 31, 1992. The eighteenth amendment was made on May 20, 1994. The nineteenth amendment was made on April 22, 1995. The twentieth amendment was made on May 3, 1997. The twenty-first amendment was made on April 10, 1998. The twenty-second amendment was made on May 12, 1999. The twenty-third amendment was made on May 30, 2000. The twenty-fourth amendment was made on June 20, 2001. The twenty-fifth amendment was made on June 18, 2002. The twenty-sixth amendment was made on June 24, 2003. The twenty-seventh amendment was made on June 24, 2003. The twenty-eighth amendment was made on June 8, 2004. The twenty-ninth amendment was made on June 29, 2005. The thirtieth amendment was made on June 23, 2006. The thirty-first amendment was made on June 21, 2007. The thirty-second amendment was made on June 25, 2008. The thirty-third amendment was made on June 16, 2009. The thirty-fourth amendment was made on June 24, 2010. The thirty-fifth amendment was made on June 21, 2012. The thirty-sixth amendment was made on June 20, 2013. The thirty-seventh amendment was made on June 18, 2015. The thirty-eighth amendment was made on June 22, 2016. The thirty-ninth amendment was made on June 22, 2016.

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Annex 16

YIEH PHUI ENTERPRISE CO., LTD.

Position Statements of Release the Prohibition on Directors from Participation in Competitive Business

	Business	Business
NAME	The Position of the Company and the Name of the Company
Lin I-Shou	CHAIRMAN	YIEH UNITED STEEL CORP. LTD.
	DIRECTOR	YIEH HSING ENTERPRISE CORP. LTD. YIEH MAU CORP.. UNITED BRIGHTENING DEVELOPMENT CORP. KUO CHANG ENTERPRISE CO.,LTD. LONG YUAN INVESTMENT DEVELOPMENT CO., LTD SHIN CHUN INVESTMENT DEVELOPMENT CO., LTD CHUN FONGINVESTMENT DEVELOPMENT CO., LTD SHING BANG INDUSTRIAL CO., LTD. CHAO YING INDUSTRIAL CO., LTD. LI HUEI DEVELOPMENT CORP. JI CHANG ENTERPRISE CORP. LTD. GUANG LIAN STEEL (VIETNAM) CO., LTD.
Wu Lin-Maw	CHAIRMAN	YIEH HSING ENTERPRISE CORP. LTD. ASIAZONE CO., LTD. PT. GENBA MULTI MINERAL PT. GENBA INDORESOURCES
	DIRECTOR	SYNN INDUSTRIAL CO., LTD. E UNITED JAPAN CO.,LTD
Liang Pyng - Yeong	DIRECTOR	YIEH UNITED STEEL CORP. LTD. TANG ENG IRON WORKS CO.,LTD
Huang Ching-Tsung	CHAIRMAN	HONG YUH ASSETS MANAGEMENT CO., LTD.
	DIRECTOR	YIEH MAU CORP. YEOU YIH STEEL CO., LTD. YIEH HONG ENTERPRISE CO., LTD.
Hsieh Ching-Huei	INDEPENDENT DIRECTORS	YIEH HSING ENTERPRISE CORP. LTD.
Sun Chin-Su	INDEPENDENT DIRECTORS	YIEH HSING ENTERPRISE CORP. LTD.

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XI. Appendix

Appendix 1 Yieh Phui Enterprise Co., Ltd

Shareholding Statement for All Directors and Supervisors

The Statement of Minimum Shares that All Directors and Supervisors can Hold and Shares Recorded in the Shareholders’ Registry

April 30, 2016

Title	Shares that can Be Held	Shares Recorded in Shareholders’ Registry
Director	41,234,173	111,547,736
Supervisor	4,123,417	17,357,821

2.Shareholding Statement for Directors and Supervisors

April 30, 2016

	April 30, 2016
Identity	Name or Name or Legal Institution	Shares Recorded in Shareholders’ Registry
Chairman	Jiayuan Investment Co., Ltd Representative：Lin I-Shou	18,462,309
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：LiangPyng- Yeong	55,557,334
Director	Jiayuan Investment Co., Ltd Representative：Wu Lin- Maw	18,462,309
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Li,Bi-Xien	55,557,334
Director	Yiao Phui Investment Co., Ltd Representative：HuangChing-Tsung	37,528,093
Independent Director	Mr. Sun Chin-Su	0
Independent Director	Mr. Hsieh, Ching-Huei	0
Sub-total of All Directors		111,547,736

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Supervisor	Xin Yang Investment and Development Co., Ltd Representative：Cheng,Ren-Ying	17,357,821
Supervisor	Xin Yang Investment and Development Co., Ltd Representative：Chang, Hung-Chi	17,357,821
Sub-total of All Supervisors		17,357,821

133

Appendix 2

Yieh Phui Enterprise Co., Ltd

Statement of Capital Increase

Unit ： Thousand NTD; thousand

Date	Amount of Increase	Amount of Increase	Amount of Increase	Capital Resource	Purpose	Placing Rate
	Shares	Amount per Share(dollar)	Amount
2009.09	42,356	10	423,560	Stock Dividends from Retained Earnings	The capital is used for expansion projects, expanding plants, purchasing machineries and equipment or investing in other businesses.	Distributing 30 shares per 1000 shares
2010.10	72,711	10	727,110	Stock Dividends from Retained Earnings	The capital is used for expansion projects, expanding plants, purchasing machineries and equipment or investing in other businesses.	Distributing 50 shares per 1000 shares
2011.10	76,346	10	763,460	Stock Dividends from Retained Earnings	The capital is used for expansion projects, expanding plants, purchasing machineries and equipment or investing in other businesses.	Distributing 50 shares per 1000 shares
2012.10	32,065	10	320,655	Stock Dividends from Retained Earnings	The capital is used for expansion projects, expanding plants, purchasing machineries and equipment or investing in other businesses.	Distributing 20 shares per 1000 shares
2014.09	32,706	10	327,068	Stock Dividends from Retained Earnings	The capital is used for expansion projects, expanding plants, purchasing machineries and equipment or investing in other businesses.	Distributing 20 shares per 1000 shares
2015.09	50,041	10	500,414	Stock Dividends from Retained Earnings	The capital is used for expansion projects, expanding plants, purchasing machineries and equipment or	Distributing 30 shares per 1000 shares

134

investing in other businesses.

135

Appendix 3

Yieh Phui Enterprise Co., Ltd

Dividend Policy

i. Dividend Policy and Implementation by the Company ：

The dividend policy stipulated in the Company’s Articles of Incorporation is as follows ： Article 31 ： The earnings of each final account of the Company shall be distributed in

accordance with the following principles ：

  - A. The life cycle of the Company’s business is at growing stage and the remaining dividend policy will be adopted in accordance with the expansion plan and profiting capacity in the future.

  - B. Terms and timing of distribution ：

     - The Company shall first set aside ten per cent of earnings of each final account as a legal reserve after the losses have been covered and all taxes and dues have been paid. In addition, after setting aside or reversing special surplus reserve in accordance with operational demands or laws and regulations, the Company may add the accumulated undistributed earnings of the previous year to the legal reserve as the distributable earnings. The Company may also distribute dividends prior to the distribution of bonuses. The distribution shall be approved by the shareholders’ meeting. The bonus distribution for employees shall not exceed 1% while the remuneration for directors and supervisors shall not exceed 0.2%.

  - C.Types of dividends ：

     - The capital demand is evaluated in accordance with the expansion plan and profiting capacity. In principle, the dividends will be distributed as shares in order to retain the necessary capital. The distribution of cash dividends will account for 20% to 100% of the total dividends in accordance with the profits earned, while share dividends will account for 0% to 80%.

  - D.The Board of Directors will propose the dividend distribution at the shareholders’ meeting for approval in accordance with the previous paragraph depending on the operating situation of the Company.

The dividend distribution proposed in this shareholders’ meeting ：

The 2015 Table of Loss Subsidization drafted by the Company is as follows ：

Yieh Phui Enterprise Co., Ltd

Yieh Phui Enterprise Co., Ltd	Yieh Phui Enterprise Co., Ltd
Table of Loss Subsidization 2015 Unit: NTD
Item	Amount
Undistributed earnings at the beginningof the term	1,691,116,707
－：Re-measure amount of confirmed benefit plans Recognized as retained earnings	(71,866,109)

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－：Variation of affiliated enterprises and joint ventures recognized adopting equity method	(45,339,503)
－：Change of ownershipequityof subsidiaries	(11,482,595)
－：Net loss after tax of this term	(953,786,569)
Undistributed earnings by the end of the term	608,641,931

Note ： Shareholders’ dividend bonus will not be distributed this time.

ii. The impact of shares distribution on the operating performance, earnings per share and return on investment of shareholders ：

Unit ： Thousand NTD for earnings per share)

Year Item	Year Item	Year Item	2016 Note) （Estimated）
Paid-incapitalat the beginning ofthe term			17,180,905
Dividends and interest distribution of the year	Cash dividendsper share		0.0
	Shares distribution per share for capital increase out of earnings		0.0
	Shares distribution per share for capital increase out of capital reserve		－
Changes in opperating performance	Operatingincome		Not applicable(Note 2)
	Ratio increased (decreased) for operating income compared to the sameperiod of lastyear
	Netprofit after tax
	Ratio increased (decreased) for net profit after tax compared to the sameperiod of lastyear
	Earningsper share
	Ratio increased (decreased) for earnings per share compared to the sameperiod of lastyear
	Annual average return on investment (reciprocal of annual averageprice earnings ratio)
Pro forma earnings per share and price earnings ratio	If capital increase out of earnings all switched to distribution of cash dividends	_Pro forma_earnings per share	Not applicable(Note 2)
		_Pro forma_annual average return on investment
	If not conducting capital increase out of capital reserve	_Pro forma_earnings per share
		_Pro forma_annual average returnon investment
	If not conducting capital increase out of capital reserve and the capital increase out of earnings all switched to distribution of cash dividend	_Pro forma_earnings per share
		_Pro forma_annual average return on investment

137

Note 1 ： Waiting for the resolution of 2016 shareholders’ meeting Note 2 ： The Company does not have to disclose 2016 financial forecast information in accordance with the

“Regulations Governing the Publication of Financial Forecasts of Public Companies.”

138

AI assistant

YP — AGM Information 2016

51950_rns_2016-07-05_b806cf89-c5fa-4d5e-81dd-7c6f6c303452.pdf

2016 Shareholders’ Meeting

Handbook

I. Procedure and Agenda of Shareholders’ Meeting

Yieh Phui Enterprise Co., Ltd

Procedure of 2016 Shareholders’ Meeting

Yieh Phui Enterprise Co., Ltd

Agenda of 2016 Shareholders’ Meeting

I. Chairperson Remarks ：

II. Discussion ：

III. Management Presentation ：

IV. Proposals ：

V. Discussion ：

VI. Election Matters

VII. Other Matters

VIII. Questions and Motions

IX. Adjournment

Contents

II. Discussion

Proposal 1 ： By the Board of Directors

III. Management Presentation

1. 2015 Business Report

2015 Business Summary ：

1. Implementation Result of Business Plan ：

Consolidated Financial Report Information

Individual Financial Report Information

Crowe Horwath (TW) CPAs

Independent Auditor’s Report

Yieh Phui Enterprise Co., Ltd. and subsidiaries

Consolidated Balance Sheets

Yieh Phui Enterprise Co., Ltd. and subsidiaries Consolidated Statements of Comprehensive Income From January 1, 2015 ~ December 31, 2015 and From January 1, 2014 ~ December 31, 2014

Yieh Phui Enterprise Co., Ltd. and subsidiaries Consolidated Statements of Cash Flows

Independent Auditor’s Report

Yieh Phui Enterprise Co., Ltd. ：

Yieh Phui Enterprise Co., Ltd. Individual Statements of Comprehensive Income From January 1, 2015 ~ December 31, 2015 and From January 1, 2014 ~ December 31, 2014

Yieh Phui Enterprise Co., Ltd.

Individual Statements of Cash Flows

From January 1, 2015 ~ Decamber 31, 2015 and

From January 1, 2014 ~ Decamber 31, 2014

Supervisors’ Review Report of Yieh Phui Enterprise Co., Ltd

3. Amendment to the “Rules of Procedure for Meetings of the Board of Directors”

4. Stipulation of “Ethical Corporate Management Best Practice Principles”

IV. Proposals

Proposal 1 ： Proposed by the Board of Directors

Subject ： Proposal of 2015 Financial Statements

Proposal 2 ： Proposed by the Board of Directors

Subject ： Proposal of 2015 loss subsidization

V. Discussion

Proposal 1 ： Proposed by the Board of Directors

Subject ： Amendment to the “Operation Procedures for Loaning Funds and Endorsements and Guarantees” of the Company

Resolution ：

Proposal 2 ： Proposed by the Board of Directors

Subject ： Amendment to the “Rules of Procedure for Shareholders’ Meeting” of the Company

Resolution ：

Proposal 3 ： Proposed by the Board of Directors

Subject ： Amendment to the “Rules for Election of Directors” of the Company

Resolution ：

Proposal 4 ： Proposed by the Board of Directors

Subject ： Amendment to the “Operational Procedures for Acquisition and Disposal of Assets” of the Company

Proposal 5 ： Proposed by the Board of Directors

Subject ： Amendment to the “Articles of Incorporation” of the Company

VI. Election Matters

Proposal 1 ： Proposed by the Board of Directors Subject ： Re-election of directors

VII. Other Matters

Proposal 1 ： Proposed by the Board of Directors

Subject ： Release the Prohibition on Directors from Participation in Competitive Business

VIII. Questions and Motions

IX. Adjournment

Annex 1

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Articles of Incorporation” Before and After Revision

Annex 2

YIEH PHUI ENTERPRISE CO., LTD.

Articles of Incorporation

Chapter 1 General Rules

Chapter 2 Stock shares

Chapter 3 Shareholders meeting

Chapter 4 Directors and supervisors

YP AGM Information 2016