YP — AGM Information 2018

Jun 28, 2018

Code: 2023

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2018 Shareholders’ Meeting

Program

Web site: http://mops.twse.com.tw Time: June 21, 2018

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

I. The Procedures and the Agenda

Yieh-Phui Enterprise Co., Ltd.

Procedures for 2018 Stockholders’ Meeting

Time: 9:30 AM, June 21, 2018 Location: Ziyi Community Center, No.57, Jinxue Rd., Ziyi Vil., Ziguan Dist., Kaohsiung City Ziyi Community Center

1. Announcement of the Number of Shares Present

2. Call the Meeting to Order

3. Chairperson Remark

4. Company Report

5. Matters for Approval

6. Matters for Discussion

7. Other Motions

8. Adjournment

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Yieh Phui Enterprise Co., Ltd

Program for 2018 Stockholders’ Meeting

I. Chairperson Remarks ：

II. Company Report ：

1. 2017 Operation Report

2. The Auditing Committee audits the final financial statement of 2017

3. The report on the remuneration of the employees and directors for 2017

III. Matters for Approval ：

1. Approve the final financial statement for 2017

2. Approve the distribution of retained earnings for 2017.

IV. Matters for Discussion ：

1. The cash and stock dividends to be issued and turning the retained earnings into stockholders’ equity for 2017

2. To modify the corporate charter of Yieh-Phui.

V. Other Motions

VI. Adjournment

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Contents

I. The Procedures and the Agenda--------------------------------------------------------------------------------------- 1 II. Company Report------------------------------------------------------------------------------------------------------------------------------------ 4 1. 2017 Operation Report---------------------------------------------------------------------------------------------------------------------------- 4 2. The Auditing Committee audits the final financial statement of 2017----------------------------------------------------------------------33 3. The report on the remuneration of employees and directors for 2017-----------------------------------------------------------------------33 III. Matters for Approval -----------------------------------------------------------------------------------------------------------------------------34 1. Approve the final financial statement for 2017------------------------------------------------------------------------------------------------34 2. Approve the distribution of retained earnings for 2017.--------------------------------------------------------------------------------------34 IV. Matters for Discussion--------------------------------------------------------------------------------------------------------------------------34 1.The cash and stock dividends to be issued and turning the retained earnings into stockholders’ equity for 2017--- -----------------35 2.To modify the corporate charter of Yieh-Phui----.----------------------------------------------------------------------------------------------35 V. Other Motions- ------------------------------------------------------------------------------------------------------------------------------------ 36 VI Adjournment----------------------------------------------------------------------------------------------------------------------------------------36 VII Appendix------------------------------------------------------------------------------------------------------------------------------------------- 37 Appendix 1 Corporate Charter (Table for Comparing Modified Items)-------------------------------------------------------------------37 Appendix 2 Corporate Charter (Modified)----------------------------------------------------------------------------------------------------38 VIII Appendix-- ------------------------------------------------------------------------------------------------------------------------------------------ 45 Appendix 1 Corporate Charter------------------------------------------------------------------------------------------------------------------45 Appendix 2 Rule of Stockholders’ Meeting --------------------------------------------------------------------------------------------------52 Appendix 3 The Table of the Stock Holdings of the Directors----------------------------------------------------------------------------59 Appendix 4 The Table of Increased Capital--------------------------------------------------------------------------------------------------60 Appendix 5 Dividend Policy--------------------------------------------------------------------------------------------------------------------62

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Contents

II Company Report

1. 2017 Operation Report

With China’s acceleration of supply side reform, 65 million tons of capacity has been cut in 2016 and that of 2017 is over 50 million tons and that of medium frequency induction furnace and substandard steel is 140 million tons. The total reduction in capacity is over 115 million tons, excluding medium frequency induction furnace and substandard steel. With such effective reduction in production, the steel market has stabilized. However, in China, medium frequency induction furnaces have been converted to electric furnaces and the increase in price has pushed blast furnace mills to increase production, coupled with the strengthening in the industry, there will be many challenges in 2018. Yieh Phui is of the mid-stream of the industry with the major products of metallic coated and prepainted steel sheets for sale all over the world, having been able to control the costs and gain steady profits when confronting the competition from China.

The outline of 2017 operation report

Comparing 2017 with 2016, the volume of Yieh Phui increases 7.32% and that of revenue is NT$5.312 billion, while that of Yieh Phui (China) is NT$11.585 billion due to new production line and the increase in steel price. The volume of Yieh Hsing rises and the increase in revenue is NT$720 million. Overall, the consolidated revenue is NT$71.159 billion, an increase of 34.65% compared to the previous year of NT$52.847 billion. The consolidated net income after tax is NT$1.345 billion, a reduction of 43.44% from NT$2.379 billion of last year, of which NT$1.367 is for the mother company, comparing with last year of NT$2.502 billion, a reduction of 45.35%.

1. The Performance of Business Plan ：

Consolidated Information of Financial Statements

			Unit NT$ in(000)	Unit NT$ in(000)
Year Item	2017	2016	Changes	Changes%
Operaiton Revenue	71,158,662	52,847,410	18,311,252	34.65
Operaiton Costs	64,859,279	45,641,051	45,641,051	42.11
Operaiton Gross Profit(Loss)	6,299,383	7,206,359	-960,976	-12.59
Operaiton Expenses	4,088,009	3,362,322	725,687	21.58
Operaiton Net Profit(Loss)	2,211,374	3,844,037	-1,632,663	-42.47
Non-operation Revenue and Expenses	-406,009	-471,965	65,956	13.97
Net Profit (Loss) before Tax	1,805,365	3,372,072	-1,566,707	-46.46
Income Tax Expenses	460,055	993,527	-533,472	-53.69
Net Profit (Loss) after Tax	1,345,310	2,378,545	-1,033,235	-43.44
Other Comprehensive Income (net)	-504,626	-904,716	400,090	44.22

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Total Amount of Comprehensive Income in this Term	840,684	1,473,829	-633,145	-42.96
Net Profit that Belongs to the Ownerof theParentCompany	1,367,405	2,502,005	-1,134,600	-45.35
Net Profit that Belongs to the Non-controlling equity	-22,095	-123,460	101,365	82.10
Total Amount of Comprehensive Income that Belongs to the Owner of the ParentCompany	878,961	1,612,620	-733,659	-45.49
Total Amount of Comprehensive Income that Belongs to the Non-controllingequity	-38,277	-138,791	100,514	72.42

Financial Information of Company

Financial Information	of Company
Year Item	2017	2016	Changes	Changes%
Operaiton Revenue	29,179,218	23,867,665	5,311,553	22.25
Operaiton Costs	25,389,583	20,009,747	5,379,836	26.89
Operaiton Gross Profit(Loss)	3,789,635	3,857,918	-68,283	-1.77
Operaiton Expenses	2,328,306	1,793,191	535,115	29.84
Operaiton Net Profit(Loss)	1,461,329	2,064,727	-603,398	-29.22
Non-operation RevenueandExpenses	208,432	948,024	-739,592	-78.01
Net Profit (Loss) beforeTax	1,669,761	3,012,751	-1,342,990	-44.58
Income Tax Expenses	302,356	510,746	-208,390	-40.80
Net Profit (Loss) after Tax	1,367,405	2,502,005	-1,134,600	-45.35

1. Execution of the Budget: Yieh-Phui has not disclosed financial guidance and is not applicable to the rules on disclosing the execution of the budget.

2. Analysis of the Revenue/Expenditure and Profitability :

Consolidated Financial Report Information

Consolidated Financial Report Information
Item	2017	2016
Net cash inflow of operation activities (thousand dollars)	-1,462,060	3,375,039
Equity/Assets(%)	33.98	36.87
Liabilities/Assets(%)	66.02	63.13

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Item	2017	2016
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	152.91	153.50
Current ratio(%)	100.90	102.10
Quick ratio(%)	52.82	58.52
Return on assets(%)	2.69	3.83
Return on equity (%)	4.49	8.03
Netprofit margin(%)	1.89	4.50
Earningsper share(dollar)	0.75	1.46
Number of shares bythe end of theyear(share)	1,821,176,011	1,718,090,576

Financial Information of Company

Financial Information of Company
Item	2017	2016
Net cash inflow of operation activities (thousand dollars)	537,316	2,003,887
Equity/Assets(%)	54.65	57.09
Liabilities/Assets(%)	45.35	42.91
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	473.70	434.09
Current ratio(%)	73.79	74.03
Quick ratio(%)	38.28	38.51
Return on assets(%)	3.42	5.98
Return on equity (%)	4.94	9.37
Netprofit margin(%)	4.69	10.48
Earningsper share(dollar)	0.75	1.46
Number of shares bythe end of theyear(share)	1,821,176,011	1,718,090,576

The Summary for Research and Development

Starting from 2007, Yieh Phui has developed the market for coated steel to be used for household appliances and has been recognized by famous appliance producers such as Whirlpool, Fisher &Paykel, SHARP, and Panasonic.

Confronting with fierce market competition, Yieh Phui has been vigorously developing high end quality products for high end market and cooperating with Japanese steel firms to expand in the overseas market. We have seen good results from this collaboration since December 2013 with the volume increasing each month every year, contributing to our earnings and expecting the cumulative

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total sales to reach 120,000 tons landmark in 2017.

On product differentiation, Yieh Phui has successfully developedanti-microbial metallic coated steel sheets – regular spangle, used for the pipes for air-conditioning, and gained recognition by the public construction projects of Hong Kong, such as MRT and hospitals, and those of Macao. Yieh Phui continues to develop other high endprepainted steel sheets and Al-Zn coated steel sheets for inner panels of ovens. The sales have steadily increased in 2016 and expected to expand in the projects of other appliances. In addition, Yieh Phui has finalized the production of Printed Prepainted Steel Sheets (wood & hairline patterns) for special applications in the industry and will deliver those products in 2017, enhancing the market prospect and the diversity of our offers. In 2017, Yieh Phui plans to develop coated steel with anti-microbial plus and anti-fingerprint treatment to be used in ducting and green construction materials in hospitals and luxurious residences, enhancing market expansion and product diversification.

The trend of globalization has triggered the EU to issue the regulation of RoHS and WEEE, which focus on the recycling of electronic appliances, environment friendly production and their re-use. This policy has won the recognition of the whole world and Yieh Phui has developed products compliant with those regulations and earned big and long-term orders of major appliance producers. Later on in 2007 the EU issued REACH, controlling 16 ingredients in the materials, mixtures and products exporting to EU that may cause cancers, deformation and toxicity to the human reproductive system. Up to the end of 2016, there have been 173 such items and they have been put into Yieh Phui’s quality control and auditing system to protect the environment and the health of consumers. In September 2018, EU may have new environmental instructions on construction materials like metallic and color coated steel sheets. The company has been aggressively and speedily developing multi-combination and multi-purpose products with suppliers of surface treatment and paints, becoming the first among Taiwan’s competitors to produce outdoor environmentally protective coated steel products. Yieh Phui will cooperate with the sales channels of the supply chain of dealers and roll formers, making sure that our products will reach the world market seamlessly and in a timely fashion to score another great performance in expansion and sales.

Corporate Strategies for Future Development

The vision of Yieh Phui is to become the best steel maker and service provider in the world. To achieve this goal and with the TPM Campaign reaching the fifth stage, Yieh Phui Production & Service System (YPS) will move forward from the fourth stage of “YPS=TPM+MOT” to the fifth “YPS is excellent, TPM is perfect and MOT is outstanding”. Since 2013,Yieh Phui has started a series of changes to deal with the volatility of the steel market. Thus, 2013 is the very first year of Yieh Phui to start the “campaign for changes”. The slogan for the year is “adapting to the trend of steel market, changing the attitude and eager to change”. The slogan for the second year, 2014, is “change and more changes, better than better.” As the campaign reaches the third year, the slogan becomes there is “Just as water retains no constant shape, so in warfare there are no constant conditions. Change with constantly changing conditions. Changes are normality.” We must

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endeavor to make all necessary adjustments. For the efforts of the past three years, the corporate culture of Yieh Phui has evolved and reached a landmark of being awarded the “Advanced Special Award for TPM Achievement”. The YPS campaign has evolved from “touching service” to “supreme service”. Thus, the campaign for changes has now been turned to innovation and 2016 is the first year of innovation with the slogan “catalyzing creativity through learning and modeling--changing and improving,” short for utilization, learning from others, collaboration and innovation. 2017 is the second year of innovation and the slogan is “keep innovating and expanding product and service differentiation, creating greatest value for customers and Yieh Phui”. 2018 is the third year of innovation with the slogan of “new epoch, new realities, new thinking, and new forms commit to growth not only in volume but value.”

With excellence in production and outstanding services to promote sales and explore potential markets, the company will continue to innovate to offer more differentiation in products, services and marketing, creating the best value for customers and Yieh Phui coupled with enhancing the satisfaction for services and targeting the sales level of individual positions. In addition to satisfying the demand of customers and outstanding services, the company will make every effort to reduce the cost of sales and increase profitability.

In addition to Yieh Phui’s steady growth in Taiwan, since 2015 Yieh Phui (China) has expanded its operation in Changshu Economic Development Zone, Jiangsu, China, producing one million tons of cold-rolled steel sheets for automobiles and 400,000 tons of hot-dip galvannealed steel sheets for automobiles, advancing its technology in the market of steel sheets for automobiles. The first stage of this expansion ofpickling and tandem cold mill (PLTCM) had been finished and started production on February 15, 2015, while the production ofcontinuous annealing line (CAL) was done on August 15, 2015, No. 3 continuous coil coating line on February 21, 2017, and No. 4 continuous hot-dip galvanizing line has been available on January 18, 2018. Besides aiming for the 700,000 car market in Riverside Industrial Park, Changshu, Yieh Phui (China) also focuses on the market of cars and car parts around the world. China is a member of ASEAN and its steel enjoys preferential tariff treatment. As a result, the steel products in China are more competitive than those produced in Taiwan for the sale in ASEAN. Then, the production of coated steel sheets in Yieh Phui (China) will reach 1.3 million tons, equivalent to Yieh Phui’s once highest record of 1.3 million tons in Taiwan. For the combined eight production lines of hot-dip galvanizing lines in Taiwan and China, the capacity will reach 2.6 million tons.

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Crowe Horwath (TW) CPAs Crowe Horwath (TW) CPAs Member Crowe Horwath International

27F-1., No.6, Siwei 3rd Rd., Lingya Dist., 27F-1., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City, Taiwan R.O.C. Tel:(07)3312133 Main line Fax:(07)3331710

Independent Auditors’ Report

To Yieh Phui Enterprise Co., Ltd.

Auditors’ Opinions

We have audited the Consolidated Balance Sheet of Yieh Phui Enterprise Co., Ltd. and its subsidiaries (hereinafter referred to as Yieh Phui Group) as of 31 December 2017 and 2016, the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements (including Summary of Significant Accounting Policies) for the periods from January 1 to December 31, 2017 and 2016.

In our opinion, based on our audits and other auditors’ reports (please refer to other paragraphs), the afore-mentioned Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of Yieh Phui Group as of December 31, 2017 and 2016, and its consolidated financial performance and consolidated cash flows for the periods from January 1 to December 31, 2017 and 2016 in conformity with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) to the extent endorsed and effected by the Financial Supervisory Commission.

Basis for Opinion

We planned and conducted our audits in accordance with Rules Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards in the Republic of China. Our responsibility under the above mentioned regulations will be further explained in the section titled "Accountant's Responsibility in Auditing the Consolidated Financial Statements". We have stayed independent from Yieh Phui Group as required by The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled other responsibilities as stipulated by the norm. Based on our audits and other auditors’ reports, we believe we have obtained sufficient and appropriate audit evidence to serve as a basis for our opinion.

Key Audit Matters

Key Audit Matters refer to most vital matters in the process of auditing of 2017 Consolidated Financial Statement of Yieh Phui Group based on our professional judgment. Such matters have been dealt with in the course of of auditing and compiling the Consolidated

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Financial Statements and in the preparation of our audit opinion. As such, we do not respond to each key matter individually. Key Audit Matters for the Yieh Phui Group’s Consolidated Financial Statements for the year ended December 31, 2017 are stated as follows:

• I. Timing of Sales Revenue Recognition

Please see Note 4(29) of the Consolidated Financial Statements for accounting policies regarding revenue recognition; please see note 5(2)1 of the Consolidated Financial Statements for critical accounting estimates and assumptions regarding revenue recognition; please see note 6(31) of the Consolidated Financial Statement for details regarding revenue recognition. Description of key audit matters:

The timing of sales revenue recognition has to do with confirming the time of transfer of ownership and risk to the customer. Since the sales conditions for each major customer may differ, Yieh Phui Group determines whether to transfer the ownership and risk of goods sold to the customer according to the trading conditions of each order. As the timing of recognizing the sales revenue may have a major impact on Yieh Phui Group's financial performance, we have thus included it as one of the key audit matters.

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Audit Process Adopted:

Our audit process included understanding and testing the effectiveness of the design and execution of internal control over the timing of sales revenue recognition; sampling and testing the trading terms between the Company and its major customers, and performing deadline test to determine the appropriateness of revenue recognition timing.

II. Inventory Valuation

Please refer to Note 4(13) of the Consolidated Financial Statements for accounting policies regarding inventory valuation; please refer to Note 5(2)5. of the Consolidated Financial Statements for critical accounting estimates and assumptions regarding inventory valuation and Note 6(7) of the Consolidated Financial Statements for details of inventory valuation. Description of key audit matters:

Yieh Phui Group's inventory amounted to NT$ 9,993,445 thousand (net of NT$ 10,353,869 thousand of total inventory costs less NT$ 360,424 thousand of allowance for inventory valuation losses) as of 31 December 2017, which accounted for 11.46% of total assets. The inventory valuation is measured at the lower of the value of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgments and estimates and since inventory valuation is dependent on the influence of frequently volatile fluctuations of international metal price, we have thus included this item in the key audit matters.

Audit Process Adopted:

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

Other Matters

We do not audit the financial statements of some associates that have been included in the afore-mentioned Consolidated Financial Statements. They were audited by other auditors. Therefore, any value of such financial statements we have used to form our opinion for the afore-mentioned Consolidated Financial Statements are based on other auditors’ reports. The value of investments in the afore-mentioned associates recognized under the equity method as of December 31, 2017 and 2016 were NT$ 5,394,163 thousand and NT$ 5,358,441 thousand respectively, accounting for 6.18% and 6.53% of total assets. The share of profit (loss) of associates and joint ventures recognized under equity method in 2017 and 2016 were NT$ 82,282 thousand and NT$ 146,399 thousand respectively, accounting for 4.56% and 4.34% of income before tax.

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Yieh Phui Enterprise Co., Ltd. has prepared its Parent Only Financial Statements, on which we have issued an unqualified audit report for reference.

Responsibility of the management and the governing body for the Consolidated Financial Statements

It is the management’s responsibility to fairly present the Consolidated Financial Statements in conformity with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) to the extent endorsed and effected by the Financial Supervisory Commission, and to sustain internal controls respecting preparation of the Consolidated Financial Statements so as to avoid material misstatements due to fraud or errors therein.

In preparing the Consolidated Financial Statements, the responsibility of management includes assessing Yieh Phui Group’s ability to continue as a going concern, disclosing going concern matters, as well as adopting going concern accounting, unless the management intends to liquidate Yieh Phui Group or terminate the business, or no practicable measure other than liquidation or termination of the business can be taken.

The governing bodies of Yieh Phui Group (including the Audit Committee) have the responsibility to oversee the financial reporting process. The Accountants’ Responsibility in Auditing the Consolidated Financial Statements

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The purpose of our audit is to provide reasonable assurance that the Consolidated Financial Statements as a whole contains no material misstatements, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. "Reasonable assurance" refers to a high level of assurance. Nevertheless, our audit, which was carried out according to GAAS, does not guarantee that a material misstatement(s) will be detected in the Consolidated Financial Statements. There may still be material misstatements due to fraud or errors. If it could have been reasonably anticipated that misstated amounts, individually or in aggregate, could have influenced the economic decisions made by the users of the Consolidated Financial Statements, it will be deemed as material.

We have exercised professional judgment and maintained professional skepticism while abiding by GAAS in our audit. The following tasks have also been performed:

1. Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Consolidated Financial Statements; designed and carried out appropriate countermeasures for the assessed risks; and obtained sufficient and appropriate evidence as the basis for the audit report. As fraud may involve collusion, forgery, deliberate omissions, false statements, or violations of internal controls, the risk of an undetected material misstatement due to fraud is greater than that due to errors.

2. Acquired necessary understanding of internal controls pertaining to the audit so as to provide appropriate audit procedures under such circumstances. Nevertheless, the purpose of such an understanding is not to provide any opinion on the effectiveness of the internal controls of Yieh Phui Group.

3. Evaluated the appropriateness of the accounting policies adopted by management and the rationality of the accounting estimates and the relevant disclosures.

4. Concluded on the appropriateness of the management’s use of going concern basis of accounting, and determined whether there existed events or circumstances that might cast significant uncertainty over Yieh Phui Group’s ability to continue as a going concern. If we believe there may be factors causing significant uncertainties, we are required to remind the users of the Consolidated Financial Statements in our audit report of the relevant disclosures therein, or to amend our report if inappropriate disclosure was made. Our conclusion is based on the audit evidence obtained as of the date of the audit report. However, future events or circumstances may cause Yieh Phui Group to cease to continue as a going concern.

5. Evaluated the overall presentation, structure and content of the Consolidated Financial Statements (including the related notes), and determined whether the Consolidated Financial Statements present related transactions and events fairly.

6. Obtained adequate and appropriate audit evidence regarding financial information of

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members of the Group so as to express opinions for the Consolidated Financial Statements. We are responsible for the direction, supervision and execution of auditing the Group, and for formation of an audit opinion.

Communications between us and the company’s governing body take account of the scope and timing of the planned audit and significant audit findings, including any significant deficiencies in the internal controls during the audit process.

We have also provided the governing body with our statement of independence in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicated with the governing body all relationships and other matters that may be deemed to have an influence on our independence (including safeguard measures).

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From the matters communicated with the governing body, we determined the key audit matters for Yieh Phui Group’s Consolidated Financial Statements for the year ended in December 31, 2017. Such matters have been explicitly stated in our audit report, unless laws or regulations prevent their disclosures, or, in extremely rare cases, we decide not to communicate such matters in our audit report in consideration that the reasonably anticipated adverse impacts of such communication would be greater than the public interest it would promote.

Crowe Horwath (TW) CPAs CPA: Huang Ling-Wen

CPA: Hsieh, Jen-Yao

No. of the official approval: FSC No. 10200032833 March 21, 2018

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Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries
Consolidated Balance Sheets
December 31, 2017, and December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Code Notes Assets	December 31, 2	017	December 31,	2016:	Code Notes Liabilities and Equity	December 31, 20	17	December 31, 2016:
	Amount	％	Amount	％		Amount	％	％ Amount
1100 6(1) 1110 6(2) 1150 6(3) 1170 6(4) 1180 7 1190 6(5) 1195 6(5)、7 1200 6(6) 1220 130X 6(7) 1410 6(8) 1476 6(9) 11XX 1510 6(2) 1523 6(11) 1543 6(12) 1546 6(13) 1550 6(10) 1600 6(14) 1760 6(15) 1780 1840 6(36) 1920 1980 8 1985 6(16) 15XX 1XXX Total asset Chairperson: Lin, I-Shou Long-term prepaid rent Total non-current assets Deferred income tax assets Refundable deposits Other financial assets - non-current Property, plant and equipment Investment property, net Intangible assets Bond investments with no active market-non-current Investments accounted for using equity method Available-for-sale financial assets - non-current Financial assets carried at cost - non-current Non-current assets Financial assets at fair value through profit or loss - non-current Other financial assets - current Total current assets Current income tax assets Inventories Prepayments Construction contract receivable Construction contract receivables – related parties Other receivables Notes receivable - net Accounts receivable- Net Accounts receivable - related parties, net Cash and Cash Equivalents Financial assets at fair value through profit or loss - current	$7,704,425 49,534 1,389,916 2,511,585 759,908 175,452 192,200 277,705 12,308 9,993,445 3,032,728 1,236,064 ---------------- 27,335,270 ---------------- 9,999 44,910 551,462 554,755 17,412,043 39,326,842 988,576 8,880 609,736 69,570 63,827 252,478 ---------------- 59,893,078 ---------------- $87,228,348 ================	9 - 2 3 1 - - - - 12 3 1 ---- 31 ---- - - 1 1 20 45 1 - 1 - - - ---- 69 ---- 100	$8,133,181 119,868 730,552 2,171,582 922,244 301,108 344,415 256,374 1,611 8,249,118 2,172,408 1,011,781 ---------------- 24,414,242 ---------------- 9,999 46,575 484,126 206,305 17,060,270 37,867,059 944,835 9,533 569,580 64,492 95,928 263,546 ---------------- 57,622,248 ---------------- $82,036,490 ================ Man	10 - 1 3 1 - - - - 11 3 1 ---- 30 ---- - - 1 - 21 46 1 - 1 - - - ---- 70 ---- 100 ==== (Pl ager: Wu Lin	2100 6(17) 2110 6(18) 2120 6(2) 2150 2170 2190 6(5) 2200 6(19) 2230 2250 6(20) 2310 2320 6(21) 21XX 2540 6(23) 2570 6(36) 2630 6(25) 2640 6(24) 2645 25XX 2XXX 3110 6(26) 3200 6(27) 3310 6(28) 3320 6(28) 3350 6(28) 3400 6(29) 31XX 36XX 6(30) 3XXX 1XXX ease refer to Notes to the Financial Statements) -Mao Non-controlling interests Total equity Total liabilities and equity Legal reserve Special reserve Undistributed earnings Other equity Total equity attributable to shareholders of the parent company Capital of common shares Capital surplus Retained earnings Equity attributable to shareholders of the parent company Capital Total non-current liabilities Total liabilities Net defined benefit liability - non- current Deposits received Long-term loans Deferred income tax liabilities Long-term deferred revenue Total current liabilities Non-current liabilities Long-term liabilities - current portion Current income tax liabilities Provision - current Advance receipt Accounts payable Construction contract payable Other payables Financial liabilities at fair value through profit or loss - current Notes payable Current liabilities Short-term loan Short-term bills payable	$15,825,523 989,011 21,033 1,816,494 1,114,431 14,331 1,634,147 1,124 102,183 1,888,764 3,685,344 ---------------- 27,092,385 ---------------- 29,282,172 227,177 35,669 940,445 14,639 ---------------- 30,500,102 ---------------- 57,592,487 ---------------- 18,211,760 4,873,770 2,698,462 327,757 2,366,597 -636,655 ---------------- 27,841,691 1,794,170 ---------------- 29,635,861 ---------------- $87,228,348 ================ Ac	19 1 - 2 1 - 2 - - 2 4 ---- 31 ---- 34 - - 1 - ---- 35 ---- 66 ---- 21 6 3 - 3 -1 ---- 32 2 ---- 34 ---- 100 ==== counting Man	$10,514,507 13 679,013 1 - - 2,094,250 3 1,193,816 1 29,402 - 1,700,788 2 381,176 - 70,347 - 2,132,926 3 5,115,562 6 ---------------- ---- 23,911,787 29 ---------------- ---- 26,632,474 33 115,349 - 38,396 - 1,075,766 1 18,739 - ---------------- ---- 27,880,724 34 ---------------- ---- 51,792,511 63 ---------------- ---- 17,180,905 21 4,737,131 6 2,448,261 3 327,757 - 3,010,948 4 -167,351 - ---------------- ---- 27,537,651 34 2,706,328 3 ---------------- ---- 30,243,979 37 ---------------- ---- $82,036,490 100 ================ ==== ager: LIN,CHIEN-HUNG

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Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries
Consolidated Statements of Comprehensive Income
January 1, 2017 ~ December 31, 2017

Unit: In Thousands of New Taiwan Dollars

Code Note Item	2017		2016
	Amount	％	％ $52,847,410 100 45,641,051 86 ----------------- ---- 7,206,359 14 2,284,023 4 976,487 2 101,812 - ----------------- ---- 3,362,322 6 ----------------- ---- 3,844,037 8 ----------------- ---- 265,050 - -177,374 - -789,831 -1 230,190 - ----------------- ---- -471,965 -1 ----------------- ---- 3,372,072 7 993,527 2 ----------------- ---- 2,378,545 5 ----------------- ---- -71,478 - -26,336 - -11,383 - -849,812 -2 -5,850 - -104,959 - -142,336 - ----------------- ---- -904,716 -2 ----------------- ---- $1,473,829 3 ================= ==== 2,502,005 5 -123,460 - ----------------- ---- $2,378,545 5 ================= ==== 1,612,620 3 -138,791 - ----------------- ---- $1,473,829 3 ================= ==== $1.37 ================= Amount
4000 6(31) 5000 6(7) 5900 6100 6200 6300 6000 6900 7010 6(32) 7020 6(33) 7050 6(34) 7060 7000 7900 7950 6(36) 8200 8311 8320 8349 8361 8362 8370 8399 8300 6(37) 8500 8610 8620 8600 8710 8720 8700 9750 6(38) Total Basic earnings per share (NTD) Basic earnings per share Total Total comprehensive income (loss) attributable to: Shareholders of the parent company (net income/loss) Non-controlling interest (net income/loss) Total comprehensive income (loss) Net income (loss) attributable to: Shareholders of the parent company (net income/loss) Non-controlling interest (net income/loss) Share of other consolidated loss (profit) of associates and joint ventures recognized under equity method Income tax expense (profit) relating to items that may be reclassified to profit or loss. Other comprehensive income (loss), net Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign financial statements Unrealized valuation gain (loss) on available- for-sale financial assets Other comprehensive income (loss), net Items that are not reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other comprehensive income (loss) of associates and joint ventures recognized under equity method income tax expenses (benefits) related to items that are not subsequently reclassified Net income (loss) before tax Income tax expense (gains) Net income (loss) Other gains and losses Finance costs Share of the loss (profit) of associates and joint ventures recognized under equity method Total non-operating income and expenses Total operating expenses Operating income (loss) Non-operating income and expenses Other income Gross profit (loss) Operating expenses Selling expense Administrative expense Research and development expenses Operating revenue Operating costs	$71,158,662 64,859,279 ----------------- 6,299,383 2,895,049 1,096,333 96,627 ----------------- 4,088,009 ----------------- 2,211,374 ----------------- 287,320 263,704 -1,120,195 163,162 ----------------- -406,009 ----------------- 1,805,365 460,055 ----------------- 1,345,310 ----------------- 2,578 -30,121 -6,312 -337,699 -1,665 -229,281 -85,250 ----------------- -504,626 ----------------- $840,684 ================= 1,367,405 -22,095 ----------------- $1,345,310 ================= 878,961 -38,277 ----------------- $840,684 ================= $0.75 =================	100 91 ---- 9 3 2 - ---- 5 ---- 4 ---- - - -1 - ---- -1 ---- 3 1 ---- 2 ---- - - - - - - - ---- -1 ---- 1 ==== 2 - ---- 2 ==== 1 - ---- 1 ====

Chairperson: Lin, I-Shou

(Please refer to Notes to the Financial Statements)
Manager: Wu Lin-MaoAccounting Manager:  LIN,CHIEN-HUNG

－17－

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries
Consolidated Statements of Changes in Equity
January 1, 2017 ~ December 31, 2017
January 1, 2016 ~ December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Item	Capital	Capital surplus	R	etained earnings			Other Equity Items	$7,080 - 4,305 ---------------- 4,305 ---------------- - - - - ---------------- 11,385 - - - ---------------- - ---------------- - -4,995 ---------------- -4,995 ---------------- - - - - ---------------- $6,390 ================ Profit (loss) on the effective portion of cash flow hedging	$3,119,304 $29,003,845 -123,460 2,378,545 -15,331 -904,716 ---------------- ---------------- -138,791 1,473,829 ---------------- ---------------- -566 -2,671 -45,136 - 2,541 - -231,024 -231,024 ---------------- ---------------- 2,706,328 30,243,979 - - - -687,236 - - ---------------- ---------------- - -687,236 ---------------- ---------------- -22,095 1,345,310 -16,182 -504,626 ---------------- ---------------- -38,277 840,684 ---------------- ---------------- 107 4,183 -131,235 - 22,996 - -765,749 -765,749 ---------------- ---------------- $1,794,170 $29,635,861 ================ ================ Non-controlling interests Total Equity
						Exchange differences on translation of foreign financial statements	Unrealized gain (loss) of available-for-sale financial assets
	Capital of common shares		Legal reserve	Special reserve	Undistributed earnings
Balance, December 31, 2017 Changes in associated companies and joint ventures accounted for using equity method Difference between the price received from acquisition or disposal of interest in subsidiaries and book value Changes in ownership interests in subsidiaries Non-controlling interests Net income (loss) Other comprehensive income (loss) Total comprehensive income (loss) Earnings allocation and distribution: Legal reserve Cash dividends for common stocks Stock dividends for common stocks Total Difference between the price received from acquisition or disposal of interest in subsidiaries and book value Changes in ownership interests in subsidiaries Non-controlling interests Balance, December 31, 2016 Other comprehensive income (loss) Total comprehensive income (loss) Changes in associated companies and joint ventures accounted for using equity method Balance, January 1, 2016 Net income (loss)	$17,180,905 - - ---------------- - ---------------- - - - - ---------------- 17,180,905 - - 1,030,855 ---------------- 1,030,855 ---------------- - - ---------------- - ---------------- - - - - ---------------- $18,211,760 ================	$4,673,787 - - ---------------- - ---------------- 9,543 45,136 8,665 - ---------------- 4,737,131 - - - ---------------- - ---------------- - - ---------------- - ---------------- 5,404 131,235 - - ---------------- $4,873,770 ================	$2,448,261 - - ----------------- - ----------------- - - - - ----------------- 2,448,261 250,201 - - ----------------- 250,201 ----------------- - - ----------------- - ----------------- - - - - ----------------- $2,698,462 =================	$327,757 - - --------------- - --------------- - - - - --------------- 327,757 - - - --------------- - --------------- - - --------------- - --------------- - - - - --------------- $327,757 ===============	$608,642 2,502,005 -76,845 ---------------- 2,425,160 ---------------- -11,648 - -11,206 - ---------------- 3,010,948 -250,201 -687,236 -1,030,855 ---------------- -1,968,292 ---------------- 1,367,405 -19,140 ---------------- 1,348,265 ---------------- -1,328 - -22,996 - ---------------- $2,366,597 ================	$583,467 - -809,765 ---------------- -809,765 ---------------- - - - - ---------------- -226,298 - - - ---------------- - ---------------- - -471,480 ---------------- -471,480 ---------------- - - - - ---------------- $-697,778 ================	$54,642 - -7,080 ---------------- -7,080 ---------------- - - - - ---------------- 47,562 - - - ---------------- - ---------------- - 7,171 ---------------- 7,171 ---------------- - - - - ---------------- $54,733 ================

Chairperson: Lin, I-Shou

(Please Refer to Notes to the  Consolidated Financial Statements)
Manager: Wu Lin-Mao

Accounting Manager:  LIN,CHIEN-HUNG

－18－

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Consolidated Statements of Cash Flows

January 1, 2017 ~ December 31, 2017
January 1, 2016 ~ December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Dividend received Interest paid Income tax refunded (paid) Net cash provided by (used in) operating activities Total net changes in operating assets and liabilities Total adjustments Cash inflow (outflow) from operations Interest received Increase (decrease) in provision Increase (decrease) in advance receipts Increase (decrease) in defined benefit liability, net Total net changes in operating liabilities Net changes in operating liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in construction contract payable Increase (decrease) in other payables (Increase) decrease in other receivables (Increase) decrease in inventories (Increase) decrease in prepayments (Increase) decrease in other financial assets Total net changes in operating assets Net changes in operating assets (Increase) decrease in held-for-trading financial assets (Increase) decrease in notes receivable (Increase) decrease in accounts receivable (Increase) decrease in accounts receivable - related parties (Increase) decrease in construction contract receivables Impairment loss on non-financial assets Others Total income and expense items Changes in operating assets and liabilities: Dividend income Share of the loss (profit) of associates and joint ventures recognized under equity method Loss (gain) on disposal and retirement of property, plant and equipment Reclassification of property, plant and equipment to expense Gain (loss) on disposal of investment Impairment loss on financial assets Amortization Bad debt provision (restated as income) Net loss (gain) from financial assets and liabilities at fair value through profit or loss Interest expense Interest income Cash flows from operating activities Net income (loss) before tax Adjustments: Income and expense item: Depreciation Item

$1,805,365 $3,372,072 1,660,759 1,474,184 23,492 1,377 -174 - 35,418 -12,682 1,120,195 789,831 -101,638 -49,136 -73,952 -8,250 -163,162 -230,190 -309,013 25,766 9,211 17,355 -15 -200 1,060 - 13,534 52,796 -217 -217 ----------------- ----------------- 2,215,498 2,060,634 ----------------- ----------------- 55,105 17,814 -659,449 -251,768 -339,650 -660,075 161,920 -153,344 277,871 -213,569 -17,074 -90,234 -1,744,327 -2,468,253 -860,320 -362,043 -615 2,204 ----------------- ----------------- -3,126,539 -4,179,268 ----------------- ----------------- -277,756 1,345,152 -79,385 233,856 -15,071 -1,530 -99,234 280,274 31,836 -34,173 -244,162 1,542,648 -132,743 -42,793 ----------------- ----------------- -816,515 3,323,434 ----------------- ----------------- -3,943,054 -855,834 ----------------- ----------------- -1,727,556 1,204,800 ----------------- ----------------- 77,809 4,576,872 97,381 49,113 179,347 25,950 -1,126,859 -801,322 -689,738 -475,574 ----------------- ----------------- -1,462,060 3,375,039 ----------------- ----------------- 2016 2017

(to be continued)

－19－

Cash and cash equivalents, end of the period Item Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of the period Increase in deposits received Decrease in deposits received Decrease in other non-current liabilities Cash dividends distributed Changes in non-controlling interests Decrease in short-term loans Increase in short-term bills payables Decrease in short-term bills payables Repayment of Bonds Increase in long-term loan Repayment of long-term loan Decrease in other non-current assets Net cash provided by (used in) investing activities Cash flows from financing activities: Increase in short-term loans Disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Acquisition of investment property Increase in other financial assets Cash flows from investing activities: Acquisition of Bond investments with no active market Acquisition of financial assets measured at cost Disposal of financial assets carried at cost Acquisition of investment accounted for using equity method Acquisition of subsidiaries (less the cash received) Subscriptions returned due to capital reduction of investees accounted for using equity method Acquisition of property, plant and equipment

-348,450 -206,305 -68,396 -21,913 15 150 -585,976 -408,132 13 - 620 1,097 -3,428,503 -4,174,303 361,381 837 -5,078 - - 1,124 - -8,208 -16,263 -44,067 -191,567 -396,034 11,068 8,793 ----------------- ----------------- -4,271,136 -5,246,961 ----------------- ----------------- 5,311,016 - - -1,669,412 310,000 - - -85,539 -278,940 -1,237,560 9,984,035 4,284,850 -8,480,026 -979,287 - 9,011 -4,100 - -2,727 -5,672 -687,236 - -767,816 -231,024 ----------------- ----------------- 5,384,206 85,367 ----------------- ----------------- -79,766 331,670 ----------------- ----------------- -428,756 -1,454,885 8,133,181 9,588,066 ----------------- ----------------- $7,704,425 $8,133,181 ================= ================= 2017 2016

Chairperson: Lin, I-Shou

(Please Refer to Notes to the  Consolidated Financial Statements)
Manager: Wu Lin-MaoAccounting Manager:  LIN,CHIEN-HUNG

－20－

Crowe Horwath (TW) CPAs Crowe Horwath (TW) CPAs Member Crowe Horwath International

==> picture [173 x 30] intentionally omitted <==

27F. No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung, TaiwanR.O.C. Tel:(07)3312133 Main line Fax:(07)3331710

Independent Auditors’ Report

To Yieh Phui Enterprise Co., Ltd.

Auditors’ Opinions

We have audited the Standalone Balance Sheet of Yieh Phui Enterprise Co., Ltd. as of 31 December 2017 and 2016, the Standalone Statements of Comprehensive Income, Standalone Statements of Changes in Equity, Standalone Statements of Cash Flows, and Notes to Standalone Financial Statements (including Summary of Significant Accounting Policies) for the periods from January 1 to December 31, 2017 and 2016.

In our opinion, based on our audits and other auditors’ reports (please refer to other paragraphs), the afore-mentioned Standalone Financial Statements present fairly, in all material respects, the standalone financial position of Yieh Phui Enterprise Co., Ltd. as of December 31, 2017 and 2016, and its standalone financial performance and standalone cash flows for the periods from January 1 to December 31, 2017 and 2016 in conformity with Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We planned and conducted our audits in accordance with Rules Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards in the Republic of China. Our responsibility under the above mentioned regulations will be further explained in the section titled "Accountant's Responsibility in Auditing the Standalone Financial Statements". We have stayed independent from Yieh Phui Enterprise Co., Ltd. as required by The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled other responsibilities as stipulated by the norm. Based on our audits and other auditors’ reports, we believe we have obtained sufficient and appropriate audit evidence to serve as a basis for our opinion.

Key Audit Matters

Key Audit Matters refer to most vital matters in the process of auditing of 2017 Standalone Financial Statement of Yieh Phui Enterprise Co., Ltd. based on our professional judgment. Such matters have been dealt with in the course of of auditing and compiling the Standalone Financial

－21－

Statements and in the preparation of our audit opinion. As such, we do not respond to each key matter individually. Key Audit Matters for the Standalone Financial Statements of Yieh Phui Enterprise Co., Ltd. for the year ended December 31, 2017 are stated as follows: Timing of Sales Revenue Recognition

Please see Note 4(25) of the Standalone Financial Statements for accounting policies regarding revenue recognition; please see note 5(2)1 of the Standalone Financial Statements for critical accounting estimates and assumptions regarding revenue recognition; please see note 6(26) of the Standalone Financial Statement for details regarding revenue recognition.

－22－

Description of key audit matters:

The timing of sales revenue recognition has to do with confirming the time of transfer of ownership and risk to the customer. Since the sales conditions for each major customer may differ, Yieh Phui Enterprise Co., Ltd. determines whether to transfer the ownership and risk of goods sold to the customer according to the trading conditions of each order. As the timing of recognizing the sales revenue may have a major impact on the financial performance of Yieh Phui Enterprise Co., Ltd., we have thus included it as one of the key audit matters. Audit Process Adopted:

Our audit process included understanding and testing the effectiveness of the design and execution of internal control over the timing of sales revenue recognition; sampling and testing the trading terms between the Company and its major customers, and performing cut off test to determine the appropriateness of revenue recognition timing. II. Inventory Valuation

Please refer to Note 4(12) of the Standalone Financial Statements for accounting policies regarding inventory valuation; please refer to Note 5(2)5. of the Standalone Financial Statements for critical accounting estimates and assumptions regarding inventory valuation and Note 6(7) of the Standalone Financial Statements for details of inventory valuation. Description of key audit matters:

Inventory of Yieh Phui Enterprise Co., Ltd. amounted to NT$ 4,145,137 thousand (net of NT$ 4,146,681 thousand of total inventory costs less NT$ 1,544 thousand of allowance for inventory valuation losses) as of 31 December 2017, which accounted for 8.14% of total assets. The inventory valuation is measured at the lower of the value of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgments and estimates and since inventory valuation is dependent on the influence of frequently volatile fluctuations of international metal price, we have thus included this item in the key audit matters.

Audit Process Adopted:

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

Other Matters

We do not audit the financial statements of some associates that have been included in the afore-mentioned Standalone Financial Statements. They were audited by other auditors. Therefore, any value of such financial statements we have used to form our opinion for the afore-

－23－

mentioned Standalone Financial Statements are based on other auditors’ reports. The value of investments in the afore-mentioned associates recognized under the equity method as of December 31, 2017 and 2016 were NT$ 5,248,378 thousand and NT$ 4,422,752 thousand respectively, accounting for 10.30% and 9.17% of total assets. The share of profit (loss) of associates and joint ventures recognized under equity method in 2017 and 2016 were NT$ 86,232 thousand and NT$ 123,277 thousand respectively, accounting for 5.16% and 4.09% of income before tax.

Responsibility of the management and the governing body for the Standalone Financial Statements

It is the management’s responsibility to fairly present the Standalone Financial Statements in conformity with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to sustain internal controls respecting preparation of the Standalone Financial Statements so as to avoid material misstatements due to fraud or errors therein.

－24－

In preparing the Standalone Financial Statements, the responsibility of management includes assessing the ability of Yieh Phui Enterprise Co., Ltd. to continue as a going concern, disclosing going concern matters, as well as adopting going concern accounting, unless the management intends to liquidate Yieh Phui Enterprise Co., Ltd. or terminate the business, or no practicable measure other than liquidation or termination of the business can be taken.

The governing bodies of Yieh Phui Enterprise Co., Ltd. (including the Audit Committee) have the responsibility to oversee the financial reporting process.

The Accountants’ Responsibility in Auditing the Standalone Financial Statements

The purpose of our audit is to provide reasonable assurance that the Standalone Financial Statements as a whole contains no material misstatements, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. "Reasonable assurance" refers to a high level of assurance. Nevertheless, our audit, which was carried out according to GAAS, does not guarantee that a material misstatement(s) will be detected in the Standalone Financial Statements. There may still be material misstatements due to fraud or errors. If it could have been reasonably anticipated that misstated amounts, individually or in aggregate, could have influenced the economic decisions made by the users of the Standalone Financial Statements, it would be deemed as material.

We have exercised professional judgment and maintained professional skepticism while abiding by GAAS in our audit. The following tasks have also been performed:

1. Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Standalone Financial Statements; designed and carried out appropriate countermeasures for the assessed risks; and obtained sufficient and appropriate evidence as the basis for the audit report. As fraud may involve collusion, forgery, deliberate omissions, false statements, or violations of internal controls, the risk of an undetected material misstatement due to fraud is greater than that due to errors.

2. Acquired necessary understanding of internal controls pertaining to the audit so as to provide appropriate audit procedures under such circumstances. Nevertheless, the purpose of such an understanding is not to provide any opinion on the effectiveness of the internal controls of Yieh Phui Enterprise Co., Ltd..

3. Evaluated the appropriateness of the accounting policies adopted by management and the rationality of the accounting estimates and the relevant disclosures.

4. Concluded on the appropriateness of the management’s use of going concern basis of accounting, and determined whether there existed events or circumstances that might cast significant uncertainty over the ability of Yieh Phui Enterprise Co., Ltd. to continue as a going

－25－

concern. If we believe there may be factors causing significant uncertainties, we are required to remind the users of the Standalone Financial Statements in our audit report of the relevant disclosures therein, or to amend our report if inappropriate disclosure was made. Our conclusion is based on the audit evidence obtained as of the date of the audit report. However, future events or circumstances may cause Yieh Phui Enterprise Co., Ltd. to cease to continue as a going concern.

1. Evaluated the overall presentation, structure and content of the Standalone Financial Statements (including the related notes), and determined whether the Standalone Financial Statements present related transactions and events fairly.

2. Obtained adequate and appropriate audit evidence regarding financial information of entities within the Company so as to express opinions for the Standalone Financial Statements. We are responsible for the direction, supervision and execution of auditing Yieh Phui Enterprise Co., Ltd., and for formation of an audit opinion.

3. Communications between us and the Company’s governing body take account of the scope

4. and timing of the planned audit and significant audit findings, including any significant deficiencies in the internal controls during the audit process.

－26－

We have also provided the governing body with our statement of independence in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicated with the governing body all relationships and other matters that may be deemed to have an influence on our independence (including safeguard measures).

From the matters communicated with the governing body, we determined the key audit matters for Standalone Financial Statements of Yieh Phui Enterprise Co., Ltd. for the year ended in December 31, 2017. Such matters have been explicitly stated in our audit report, unless laws or regulations prevent their disclosures, or, in extremely rare cases, we decide not to communicate such matters in our audit report in consideration that the reasonably anticipated adverse impacts of such communication would be greater than the public interest it would promote.

Crowe Horwath (TW) CPAs CPA: Huang Ling-Wen

CPA: Hsieh, Jen-Yao

No. of the official approval: FSC No. 10200032833 March 21, 2018

－27－

Unit: In Thousands of New Taiwan Dollars

Yieh Phui Enterprise Co., Ltd. Balance Sheets December 31, 2017, and December 31, 2016

Code Notes Assets	December 31, 20	17	December 31, 2016:	Code Notes Liabilities and Equity	December 31, 201	7	December 31, 2016:
	Amount	％			Amount	％
1100 Cash and Cash Equivalents 6(1) 1110 6(2) 1150 6(3) 1170 6(4) 1180 7 1190 6(5) 1195 6(5)7 1200 6(6) 1210 Other receivable - related party 7 1220 Current income tax assets 130X 6(7) 1410 6(8) 1476 8 11XX 1510 6(2) 1523 6(10) 1543 6(11) 1546 6(12) 1550 6(9) 1600 6(13) 1760 6(14) 1840 6(31) 1920 1980 8 1985 Long-term prepaid rent 6(15) 15XX Total non-current assets 1XXX Total asset Chairperson: Lin, I-Shou Other financial assets - non-current Refundable deposits Deferred income tax assets Property, plant and equipment Investment property, net Investments accounted for using equity method Financial assets carried at cost - non-current Bond investments with no active market - non-current Available-for-sale financial assets - non-current Financial assets at fair value through profit or loss - non- current Non-current assets Total current assets Prepayments Other financial assets - current Inventories Other receivables Construction contract receivable Construction contract receivables – related parties Accounts receivable - related parties, net Notes receivable - net Accounts receivable- Net Financial assets at fair value through profit or loss - current Current assets	---------------- ---------------- ================ $50,942,235 41,688,147 857 86,503 43,932 366,936 8,106,718 1,332,100 30,713,470 549,321 433,401 44,910 9,999 ---------------- ---------------- 9,254,088 308,860 180,149 6,508 4,145,137 171,214 966,250 175,452 194,461 328,289 20,494 1,253,935 33,634 $1,469,705	3 - - 2 1 - - - 2 - 9 1 - ---- 18 ---- - - 1 1 60 16 3 1 - - - ---- 82 ---- 100 ====			- ---------------- ---------------- ---------------- ---------------- ---------------- - - ================ $50,942,235 Accounting Manager: -636,655 27,841,691 2,698,462 327,757 2,366,597 4,873,770 18,211,760 10,559,643 23,100,544 647,450 2,000 227,145 9,683,048 12,540,901 1,275,342 671,777 67,890 14,397 514,312 529,357 1,751 635,683 649,616 $8,180,776

－28－

Yieh Phui Enterprise Co., Ltd. Statements of Comprehensive Income January 1, 2017 ~ December 31, 2017

Unit: In Thousands of New Taiwan Dollars

Code Note 4000 6(26) 5000 6(7) 5900 6100 6200 6000 6900 7010 6(27) 7020 6(28) 7050 6(30) 7070 7000 7900 7950 Income tax expense (gains) 6(31) 8200 8311 8330 8349 8362 8380 8399 8300 6(32) 8500 == 9750 6(33) == Item Operating revenue Operating costs Gross profit (loss) Operating expenses Selling expense Administrative expense Total operating expenses Operating income (loss) Non-operating income and expenses Other income Other gains and losses Finance costs Share of loss (profit) of subsidiaries, associates and joint ventures accounted for using equity method Total non-operating income and expenses Net income (loss) before tax Net income (loss) Other comprehensive income (loss), net Items that are not reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method income tax expenses (gains) related to items that are not reclassified subsequently to profit or loss: Items that may be reclassified subsequently to profit or loss: Unrealized valuation gain (loss) on available- for-sale financial assets Share of other comprehensive income of subsidiaries, associates and joint ventures recognized under equity method Income tax expense (gains) relating to items that may be reclassified to profit or loss. Other comprehensive income (loss), net Total comprehensive income (loss) Basic earnings per share (NTD) Basic earnings per share	2017	％ 100 87 ---- 13 7 1 ---- 8 ---- 5 ---- 1 - -1 1 ---- 1 ---- 6 1 ---- 5 ---- - - - - -2 - ---- -2 ---- 3 ======= ====	2016
	$29,179,218 25,389,583 ----------------- 3,789,635 ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- ----------------- =============== =============== Amount 1,944,199 384,107 2,328,306 1,461,329 210,426 -121,104 -396,624 515,734 208,432 1,669,761 302,356 1,367,405 9,353 -34,051 -5,558 -1,665 -552,889 -85,250 -488,444 $878,961 $0.75		％ $23,867,665 100 84 ----------------- ---- 16 5 2 ----------------- ---- 7 ----------------- ---- 9 ----------------- ---- - - -1 5 ----------------- ---- 4 ----------------- ---- 13 2 ----------------- ---- 11 ----------------- ---- - - - - -3 -1 ----------------- ---- -4 ----------------- ---- 7 ============= ==== ============= Amount 20,009,747 3,857,918 1,396,827 396,364 1,793,191 2,064,727 113,804 -20,049 -355,796 1,210,065 948,024 3,012,751 510,746 2,502,005 -51,013 -37,215 -11,383 -5,850 -949,026 -142,336 -889,385 $1,612,620 $1.37

(Please refer to Notes to Standalone Financial Statements)

Chairperson: Lin, I-Shou

Manager: Wu Lin-Mao

Accounting Manager:

－29－

Yieh Phui Enterprise Co., Ltd. Statements of Changes in Equity January 1, 2017 ~ December 31, 2017 January 1, 2016 ~ December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Yieh Phui Enterprise Co., Ltd. Statements of Changes in Equity January 1, 2017 ~ December 31, 2017 January 1, 2016 ~ December 31, 2016	Unit: In Thousands of New Taiwan Dollars
Item	Capital Capital of comm Capital surplus Legal reserve Special reserve Undistributed earn Total Equity Retained earnings Exchange differences on translation of foreign financial statements Unrealized gain or loss for available- for-sale financial assets ~~The effective~~ portion of gains and losses of financial instruments designated as cash flow hedges
==== Difference between the price received from acquisition or disposal of interest in subsidiaries and book value Changes in ownership interests in subsidiaries Balance, December 31, 2017 Balance, January 1, 2016 Net income (loss) Earnings allocation and distribution: Legal reserve Cash dividends for common stocks Stock dividends for common stocks Total Other comprehensive income (loss) Total comprehensive income (loss) Net income (loss) Other comprehensive income (loss) Total comprehensive income (loss) Changes in associates and joint ventures accounted for using equity method Changes in associates and joint ventures accounted for using equity method Difference between the price received from acquisition or disposal of interest in subsidiaries and book value Changes in ownership interests in subsidiaries Balance, December 31, 2016	$17,180,905 $4,673,787 $2,448,261 $327,757 $608,642 $583,467 $54,642 $7,080 $25,884,541 - - - - 2,502,005 - - - 2,502,005 - - - - -76,845 -809,765 -7,080 4,305 -889,385 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- - - - - 2,425,160 -809,765 -7,080 4,305 1,612,620 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- - 9,543 - - -11,648 - - - -2,105 - 45,136 - - - - - - 45,136 - 8,665 - - -11,206 - - - -2,541 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- 17,180,905 4,737,131 2,448,261 327,757 3,010,948 -226,298 47,562 11,385 27,537,651 - - 250,201 - -250,201 - - - - - - - -687,236 - - - -687,236 1,030,855 - - - -1,030,855 - - - - ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- 1,030,855 - 250,201 - -1,968,292 - - - -687,236 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- - - - - 1,367,405 - - - 1,367,405 - - - - -19,140 -471,480 7,171 -4,995 -488,444 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- - - - - 1,348,265 -471,480 7,171 -4,995 878,961 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- - 5,404 - - -1,328 - - - 4,076 - 131,235 - - - - - - 131,235 - - - - -22,996 - - - -22,996 ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- ---------------- $18,211,760 $4,873,770 $327,757 $2,366,597 $-697,778 $54,733 $6,390 $27,841,691 ============ ================================================================================================= =============

Chairperson: Lin, I-Shou

Manager: Wu Lin-Mao

Accounting Manager: LIN,CHIEN-HUNG

－30－

Yieh Phui Enterprise Co., Ltd. Statements of Cash Flows January 1, 2017 ~ December 31, 2017 January 1, 2016 ~ December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Item	2017		2016
Cash flows from operating activities
Net income (loss) before tax	$1,669,761		$3,012,751
Adjustments:
Income and expense item:
Depreciation	555,656		528,387
Net loss (gain) from financial assets and liabilities at fair value through profit
or loss	912		2,118
Interest expense	396,624		355,796
Interest income	-31,238		-3,696
Dividend income	-73,652		-7,906
Share of loss (gains) of subsidiaries, associates and joint ventures accounted
for using equity method	-515,734		-1,210,065
Loss (gain) on disposal and retirement of property, plant and equipment	27,786		18,408
Reclassification of property, plant and equipment to expense	8,539		15,848
Gain (loss) on disposal of investment	-15		-150
Impairment loss on financial assets	1,060
Impairment loss on non-financial assets			2,564
Others	19,995		52,192
	-----------------		-----------------
Total income and expense items	389,933		-246,504
	-----------------		-----------------
Changes in operating assets and liabilities:
Net changes in operating assets
(Increase) decrease in held-for-trading financial assets	58,988		6,206
(Increase) decrease in notes receivable	-19,714		47,801
(Increase) decrease in accounts receivable	-7,385		-296,416
(Increase) decrease in accounts receivable - related parties	-146,545		268,590
(Increase) decrease in construction contract receivables	277,083		-198,384
(Increase) decrease in other receivables	-37,716		-62,151
(Increase) decrease in inventories	-495,122		-1,460,500
(Increase) decrease in prepayments	-24,559		-77,572
	-----------------		-----------------
Total net changes in operating assets	-394,970		-1,772,426
	-----------------		-----------------
Net changes in operating liabilities
Increase (decrease) in notes payable	-6,365		37,215
Increase (decrease) in accounts payable	-170,702		184,523
Increase (decrease) in construction contract payable	-15,068		-1,467
Increase (decrease) in other payables	-42,864		110,841
Increase (decrease) in provision	27,619		-35,580
Increase (decrease) in advance receipts	-232,972		1,150,161
Increase (decrease) in defined benefit liability, net	-48,044		-22,657
	-----------------		-----------------
Total net changes in operating liabilities	-488,396		1,423,036
	-----------------		-----------------
Total net changes in operating assets and liabilities	-883,366		-349,390
	-----------------		-----------------
Total adjustments	-493,433		-595,894
	-----------------		-----------------
Cash inflow (outflow) from operations	1,176,328		2,416,857
Interest received	29,540		3,298
Dividend received	179,047		25,606
Interest paid	-401,853		-354,151
Income tax refunded (paid)	-445,746		-87,723
	-----------------		-----------------
Net cash provided by (used in) operating activities	537,316		2,003,887
		-----------------		-------

－31－

Cash flows from investing activities:
Acquisition of Bond investments with no active market	-262,747	-170,654
Acquisition of financial assets measured at cost	-68,397	-21,913
Disposal of financial assets carried at cost	15	150
Acquisition of investment accounted for using equity method	-1,751,426	-976,981
Acquisition of property, plant and equipment	-178,732	-181,034
Disposal of property, plant and equipment	-	76
Increase in refundable deposits	-40,088	-
Decrease in refundable deposits	-	1,871
Increase in other receivable - related party	-640,000	-310,000
Acquisition of investment property	-16,263	-
Increase in other financial assets	-46,332	-32,186
Increase in other non-current assets	-	-6,709
Decrease in other non-current assets	2,906	-
	-----------------	-----------------
Net cash provided by (used in) investing activities	-3,001,064	-1,697,380
	-----------------	-----------------
Cash flows from financing activities:
Increase in short-term loans	1,994,908	-
Decrease in short-term loans	-	-1,723,197
Increase in short-term bills payables	310,000	-
Decrease in short-term bills payables	-	-100,000
Increase in long-term loan	4,600,000	1,600,000
Repayment of long-term loan	-3,830,140	-291,200
Cash dividends distributed	-687,236	-
	-----------------	-----------------
Net cash provided by (used in) financing activities	2,387,532	-514,397
	-----------------	-----------------
Net increase (decrease) in cash and cash equivalents	-76,216	-207,890
Cash and cash equivalents, beginning of the period	1,545,921	1,753,811
	-----------------	-----------------
Cash and cash equivalents, end of the period	$1,469,705	$1,545,921

============== =================

(Please refer to Notes to Standalone Financial Statements)

Chairperson: Lin, I-Shou Manager: Wu Lin-Mao Accounting Manager: LIN,CHIEN-HUNG

－32－

2. The Auditing Committee Audits the Final Financial Statement of 2017

Report of the Auditing Committee

Yieh Phui Enterprise Co., Ltd

The board of directors has prepared the 2017 operating report, consolidated financial statement, which includes the individual entity report, and the declaration of dividends, among which has been audited and signed off by Crowe Horwath (TW)CPAs. The operating report, consolidated financial statement and the declaration of dividends have been audited by the auditing committee and no abnormality found. Thus, the report has been released according to Article 14-4 and Article 219 of the Company Act. Herein kindly ask for approval.

To

the 2018 the Stockholder’s Meeting of Yieh Phui

Chairman of the Auditing Committee:Sun Chin-Su

March 21, 2018

3. The report on the remuneration of employees and directors for 2017.

• Explan : 1. The report on the remuneration of employees and directors for 2017 had been approved by the board of directors on March 21, 2018 and to be paid in cash.

• The remuneration for the employees is NT$3,349,570

• The remuneration for the directors is NT$837,392

－33－

III Matters for Approval

Proposal 1 ： Proposed by the board of directors

Brief ： Approve the final financial statements of 2017

Explain ： 1.The 2017 operating report, the individual entity report and consolidated financial

• statement. Please refer to the program of the meeting.

• The individual entity report and the consolidated financial statement have been done and audited by accounts Huang, Ling-Wen and Hsieh Yen-Yao of Crowe Horwath (TW)CPAs.I

• The above financial statements and operating report has been audited by the Auditing Committee.

• To be approved.

Resolution ：

Proposal 2 ： Proposed by the board of directors

Brief ： Approve the distribution of retained earnings for 2017

Explain ： Yieh Phui plans to distribute earnings of 2017 as the table below:

	Yieh Phui Enterprise Co., Ltd
	Earnings Distribution Table
	2017	Unit:NT$
	Item	Amount
Undistributed earnings at the beginning of the term		1,042,657,220
－：	Re‐measure amount of confirmed benefit plans recognized as retained earnings	(19,139,437)
－：	Variation of affiliated enterprises and joint ventures recognized adopting equity method	(1,329,517)
－：	Change of ownership equity of subsidiaries	(22,995,635)
+：	Net loss after tax of this term	1,367,404,267
－：	Legal reserve	(136,740,427)
－：	Special reserve	(380,897,725)
Earnings available for distribution		1,920,958,746
－：	Shareholders’ dividend	(910,588,012)
Unappropriated earnings		1,010,370,734

Resolution:

IV Matters for Discussion

－34－

Proposal 1 ： Proposed by the Board of Directors

Brief ： 1. The cash and stock dividends to be issued and turning the retained earnings into stockholders’ equity for 2017.

• Explain ： 1. To implement according to the distribution of earnings of 2017.

• 2.The cash dividend to be paid is NT$364,235,202, or NT$0.2 per share. Herein kindly asks the stockholders’ meeting to allow the board of directors to set the ex-dividend day. Hereafter, if the shares outstanding are affected by the company’s share purchase, which in turn may affect the dividend yield, then the board of directors is permitted deal with the issue all necessary means.

• The cash dividend to be paid is calculated to integer. The amount under NT$1 will be collected as the company’s other revenues.

• The amount of stock dividend is NT$546,352,810 to be used to issue new stocks to increase the capital.

• 3.The amount of stock dividend is NT$546,352,810 to be used to issue new stocks to increase the capital.

• ( i) The amount to increase the capital is NT$546,352,810 or 54,635,281 shares and the capital after the new issue is NT$18,758,112,920 or 1,875,811,292 shares

• (ii) The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.

• (iii) The issue of new stocks stated above will be done according to the list of stockholders with 30 shares per 1,000 shares. If later on the outstanding shares are changed due to the company’s share buyback and the dividend yield is changed as a result, the board of directors asks for the stockholders’ meeting to deal with all related matters with all necessary means.

• (vi) If the stock dividend above is less than one share, it will be paid by ash instead and authorize the chairman to ask designated person(s) to purchase it at par.

• (v) have the same rights and obligation as the original.

• (vi )After being approve by the authority, the board of directors ask the stockholders’ meeting for permission to set the ex-dividend day.

Resolution ：

Proposal 2 ： Proposed by the Board of Directors

Brief ： To modify the corporate charter of Yieh-Phui.

• Explain ： 1. Due to the demand of the operation of the company and to comply with related laws, the corporate charter of the Company has to be modified.

• The comparison table of the“Corporate Charter” before/after the changes are listed at attachment 1 and 2.

Resolution ：

－35－

V Other Motions

VI Adjournment

－36－

VII Appendix

Appendix 1

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Corporate Charter”

Before and After Revision

	BEFORE THE REVISION	BEFORE THE REVISION	AFTER THE REVISION
	Chapter 4 Directors	and supervisors	Chapter 4 Directors
	Article 18: The Company is with 7 directors 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 2nd term. Also, the minimum shareholding ratio of the directors 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: 1. Spouse 2. Secondary relatives At least one of the Company’s directors shall not be in any of the relationship stated in preceding paragraph, unless otherwise approved by the competent authorities.		Article 18: The Company is with 7 directors 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 2nd term. Also, the minimum shareholding ratio of the directors 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: 1. Spouse 2. Secondary relatives
	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 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 within20 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.
	Chapter5Managers and employees		Chapter5Managers and employees

－37－

Appendix 2

YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter

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 15. 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

－38－

37. JE01010 Rental and Leasing Business

1. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

2. 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.

3. 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.

－39－

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

• Article 18: The Company is with 7 directors 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 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

• 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,

－40－

		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 at the expiry of their terms of office, due to delays in re-election, shall
		continue to perform duties until the newly elected directors 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:	When the vacancy of directors is one third, there has to be a by-election to make up
		for the missing directors, whose term is limited to that of the current board
		members.
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 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:	Based on Article 14.4 of the Securities and Exchange Act, Yieh-Phui sets up an
		auditing committee. The committee or its members are to execute the Company
		Act, Securities and Exchange Act and other regulations that are under the purview
		of the supervisors.
		The board of directors may set up other functionaries and their charters are to be
		set by the board.

－41－

• Article 26: The traveling expenses of the directors, 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.

Chapter 5 Managers and employees

• Article 27: The company has a general managers and several vice general managers. Their commission, decommission and remuneration all follow Item 29 of the Corporation Law.

• 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: At the end of the accounting year, the board of directors has to get the following statements ready to be approved by the auditing committee and the board of directors, then to be ratified by the stockholder’s meeting.

• Operation Statement

• Financial Statement

• Dividend declaration or Statements of deficit compensated

• 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), if any, as remuneration to employees and 0.1% or less as remuneration to directors. 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

－42－

shareholders meeting.

1. Types of dividends:

2. 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%.

3. 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. 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.

－43－

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. The Forty amendment was made on June 22, 2017 The Forty-one amendment was made on June 21, 2018

－44－

VIII Appendix Appendix 1

YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter

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 73. H703090 Real Estate Commerce

－45－

1. H703100 Real Estate Rental and Leasing

2. JE01010 Rental and Leasing Business

3. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

4. 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.

5. 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 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 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:

1. Spouse

2. Secondary relatives

At least one of the Company’s directors shall not be in any of the relationship

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		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 at the expiry of their terms of office, due to delays in re-election, shall
		continue to perform duties until the newly elected directors 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:	When the vacancy of directors is one third, there has to be a by-election to make up
		for the missing directors, whose term is limited to that of the current board
		members.
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 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:	Based on Article 14.4 of the Securities and Exchange Act, Yieh-Phui sets up an

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auditing committee. The committee or its members are to execute the Company Act, Securities and Exchange Act and other regulations that are under the purview of the supervisors.

The board of directors may set up other functionaries and their charters are to be set by the board.

• Article 26: The traveling expenses of the directors, 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.

Chapter 5 Managers and employees

• Article 27: The company has a general manager and several vice general managers. Their commission, decommission and remuneration all follow Item 29 of the Company Act.

• 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: At the end of the accounting year, the board of directors has to get the following statements ready to be approved by the auditing committee and the board of directors, then to be ratified by the stockholder’s meeting.

• Operation Statement

• Financial Statement

• Dividend declaration or Statements of deficit compensated

• 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), if any, as remuneration to employees and 0.1% or less as remuneration to directors. 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: 5. 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.

1. Distribution conditions and timing:

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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.

1. 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%.

1. 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.
		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.

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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. The Forty amendment was made on June 22, 2017

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Appendix 2

YIEH PHUI ENTERPRISE CO., LTD.

Rule of Stockholders’ 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.

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		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

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		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

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		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)

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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

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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.

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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.

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Appendix 3

Yieh Phui Enterprise Co., Ltd The Table of the Stock Holding of the Directors

The Statement for the Minimum Required Holding for All Directors and Those on the Registry

April 30, 2018

Title	The shares required	The shares registere
Directors	43,708,224	58,890,774

Note:1. According to Article 2 of “ Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies ＂ , for the companies with more than two independent directors, with exception for the independent directors, the shareholding for all the directors and supervisors is down to 80%.

• 2.Yieh Phui sets up the auditing committee and is thus not applicable to the rule on the shareholding on the supervisors.

• 1.Statement of the stock holding for directors

April 30, 2018

Identity	Name or Name or Legal Institution	Shares Recorded in Shareholders’ Registry
Chairman	Kuo Chiao Investment & Development Co., Ltd. Representative：Lin I-Shou	58,890,774
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Liang Pyng - Yeong	58,890,774
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Wu Lin- Maw	58,890,774
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Huang Ching-Tsung	58,890,774
Independent Director	Mr. Sun Chin-Su	0
Independent Director	Mr. Yang Der-Yuan	0
Independent Director	Mr.Chang Wen-Yi	0
Total of All Directors		58,890,774

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Appendix 4

Yieh Phui Enterprise Co., Ltd

The Table of Increased Capital

Unit ： NT$(000); (000)hares

Date	Amount of Increase	Amount of Increase	Amount of Increase	Source of funds	Purpose	Dividend %
	Shares	NT$ per share	total
2009.09	42,356	10	423,560	shares from stock dividend	The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.	30 per thousand
2010.10	72,711	10	727,110	shares from stock dividend	The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.	50 per thousand
2011.10	76,346	10	763,460	shares from stock dividend	The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.	50 per thousand
2012.10	32,065	10	320,655	shares from stock dividend	The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.	20 per thousand

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2014.09	32,706	10	327,068	shares from stock dividend	The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.	20 per thousand
2015.09	50,041	10	500,414	shares from stock dividend	The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.	30 per thousand
2017.09	103,085	10	1,030,854	shares from stock dividend	The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.	60 per thousand

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Appendix 5

Yieh Phui Enterprise Co., Ltd

Dividend Policy

i. The dividend policy of Yieh Phui and its implementation ：

1. The dividend policy as stated in the corporate charter ：

Article 31 ： The distribution policy for the final earnings of each year is as follows ：

• A. dividend policy

The life cycle of the company’s product has reached its maturity. The dividend policy has to consider the current and future development plan, the investment environment, the demand for capital, the domestic/oversea competition and the benefits of the stockholders. Each year the company has to declare 20% of the available earnings as dividends for stockholders. However, if the accumulated available earnings are less than 20% of the accrued capital, the company may choose not to declare dividends.

• B. Conditions and timing for dividend declaration ：

• When finalizing the earnings, the company has to pay all taxes and compensate for the deficit in the past. With all that done, the company has to first deposit 10% as the required earned surplus and based on the operation needs or the law to set up or reverse special reserve, plus all the cumulative retained earnings as available to declare dividends. Then, the board of director will propose the declaration of dividends and to be decisided by the stockholder’s meeting.

• C. The types of dividends ：

• Based on the expansion plan and the profitability to evaluate the capital demand, the company generally will declare stock dividends to retain the funds needed. Based on the profitability, the cash stock dividends will be 20% to 100%, while that of the stock dividends is 0% to 80%.

• D.The declaration of dividends must consider the business operation of the company and to be proposed by the board of directors and then decided by the stockholders’ meeting..

• The dividends to be declared this stockholders’ meeting ：

• The deficit Compensation planned for 2017 is listed as follows:

Yieh Phui Enterprise Co., Ltd Earnings Distribution Table

• 2017 Unit:NT$ Item Amount

• Undistributed earnings at the beginning of the term 1,042,657,220 －： Re‐measure amount of confirmed benefit plans (19,139,437)

• recognized as retained earnings

• －： Variation of affiliated enterprises and joint (1,329,517)

• ventures recognized adopting equity method

• －： Change of ownership equity of subsidiaries (22,995,635) + ： Net loss after tax of this term 1,367,404,267 －： Legal reserve (136,740,427)

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－： Special reserve (308,897,725) Earnings available for distribution 1,920,958,746 －： Shareholders’ dividend‐ stock dividend NT$0.6 (910,588,012) Unappropriated earnings 1,010,370,734

ii. The impact of stock dividend on the operating efficiency of the company, EPS and ROE ：

Unit: NT$(000) except for EPS NT$

Year Item	Year Item	Year Item	2018(note) (Estimate)
Paid-incapital at the beginning of theterm			18,211,760
Dividends and interest distribution of the year	Cashdividends pershare		0.2
	Shares distribution per share for capital increase out ofearnings		0.3
	Shares distribution per share for capital increase out ofcapital reserve		－
Changes in business operation	Operatingincome		Not applicable(Note 2)
	Ratio increased (decreased) for operating income comparedtothe same period of lastyear
	Net profit aftertax
	Ratio increased (decreased) for net profit after tax compared to the same period of last year
	Earnings pershare
	Ratio increased (decreased) for earnings per share comparedtothe same period of lastyear
	Annual average return on investment (reciprocal of annual averageprice earnings ratio)
Pro forma EPS and P/E ratio	if the dividends were all cashI	Proformaearnings pershare	Not applicable(Note 2)
		Pro forma annual average returnon investment
	if there is no capital surplus transferred to capital	Proformaearnings pershare
		Pro forma annual average returnon investment
	if there is no capital surplus transferred to capital and the earnings transferred to capital is done by cash dividend	Proformaearnings pershare
		Pro forma annual average return on investment

Note 1 ： After the decision of 2018 stockholders’ meeting

Note 2 ： According to the regualtion of “ Regulations Governing the Publication of Financial Forecasts of Public

Companies”. Yieh Phui has no need to offer financial guidance for 2018.

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