YP - AGM Information 2020 | FinancialReports.eu

YIEH PHUI ENTERPRISE CO., LTD. 2020Shareholders’ Meeting

Time: 9:30 AM, June 18, 2020

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

Attendants ： The number of shares present with the stockholders attending in person is 1,343,416,466 shares or 70.91%, after deducting 18,884,000 shares with no voting rights, of the shares outstanding 1,894,443,518 shares, above the quorum for the stockholders meeting.

Director attendance ：

Director Mr.Wu, Lin-Maw Independent Director Mr.Sun, Chin-Su Independent Director Mr.Yang Der-Yuan Independent Director Mr.Chang, Wen-Yi Audit Committee Mr.Sun, Chin-Su Audit Committee Mr.Yang Der-Yuan Audit Committee Mr.Chang, Wen-Yi Remuneration Committee Mr.Sun, Chin-Su Remuneration Committee Mr.Yang Der-Yuan Remuneration Committee Mr.Chang, Wen-Yi Executive Vice President Mr.Chen, Yung-Hsien Vice President-Marketing & Sales Mr. Yang, Shih-Chi Attorney Mr.Lin,Ching-Yun CPA Mr. Hsieh Yen-Yao

Chairperson ： Mr.Wu, Lin-Maw Minute taker ： Huang, Shu-Huei

I. Meeting called to order ： at 9:30AM, the shares present of the stockholders and their delegates

have reach the quorum.

II. Chairperson Remark ： The chairman could not be present and had asked the general manager to preside the stockholders’ meeting instead.

III. Company Report

2019 Operation Report(See p.4 of the Program)
The Auditing Committee audits the final financial statement of 2019(See p. 25 of the Program )
Report on executing the share buyback (See p. 26 of the Program)

IV. Matters to Be Approved

Proposal 1 ： Proposed by the board of directors

Brief ： Approval of the 2019 Final Financial Statement

Explain ：1. The 2019 operating report, the individual entity report and consolidated financial

statement. See p. 4~24 of the Program
The individual entity report and the consolidated financial statement have been done and audited by accounts Huang, Ling-Wen and Tsai, Shu-Man of Crowe (TW) CPAs.
T he above financial statements and operating report has been audited by the Auditing

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Committee. 4. To be approved.

Resolution: approve.

The shares present are 1,343,416,466, for1,324,364,973 against 424,452 and abstain 18,627,041.

Proposal 2 ： Proposed by the board of directors Brief ： Approve the Deficit Offset Statement for 2019 Explain ： The Deficit Offset Statement for 2019 is listed as follows:

	Yieh Phui Enterprise Co., Ltd
	2019 Deficit Offset Statement
	2019	Unit:NT$
	Item	Amount
Undistributed Earnings in the beginning of 2019		717,742,787
Add：	Remeasurement on defined benefit plans recognized in retained earnings	74,829,096
Add：	Changes in associates and joint ventures accounted for using equity method	3,744,187
Less：	Changes in subsidiaries' ownership	(9,673,210)
Less：	Net loss of 2019	(1,401,080,550)
Deficit to	be offset at the end of 2019	(614,437,690)

Resolution: approve.

The shares present1,343,416,466 for 1,325,630,214, against, 967,270 and abstain 16,818,982

V. Matters for Discussion

Proposal 1 ： Proposed by the Board of Directors.

Brief ： 1. Proposal on modifying the “Rules of Procedure for Shareholders Meetings” Explain ： 1. Based on 2 January 2020 Public Announcement No.

Taiwan-Stock-Governance-10800242211of the Taiwan Stock Exchange Corporation; the company proposes to modify the “Rules of Procedure for Shareholders Meetings”
The modified and comparison table of the“ Rules of Procedure for Shareholders Meetings ”See pp28~29 and pp30~33 of the program.

Resolution: approve.

The shares present are1,343,416,466, for1,326,223,271, against 463,268, and abstain 16,729,927.

Proposal 2 ： Proposed by the Board of Directors

Brief ： Proposal on modifying “ Corporate Charter ＂ .

Explain ： 1. The compliance of the Law of Corporation Article 162 of the charter of the company has to be modified, Article 6 and Article 36 of the charter of the company has to be modified.

The modified and comparison table of the“Corporate Charter” See pp34~35 and pp36~40 of the grogram.

Resolution: approve.

The shares present are 1,343,416,466,for1,326,187,463, against503,454 and abstain 16,725,549

VI. Extempore Motions : None

VII. Adjournment

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1. The Operation of 2019

Comparing 2019 with 2018 the sale volume of Yieh Phui decreased 11.73% and that of revenue is NT$5.055 billion. Yieh Phui (China)’s sales decreased by NT$5.542 billion due to a lower sales than a year ago. The sales volume of Yieh Hsing decreased and the decreased in revenue is NT$2.206 billion. Overall, the consolidated revenue is NT$59.688 billion, an decreased of 19.18% compared to the previous year of NT$73.856 billion. The consolidated net income after tax is NT$1.7 billion, a reduction of 741.75% from NT$2.65 million of the previous year, of which NT$1.401 billion is for the mother company, comparing with the previous year of net profit after tax NT$3.08 million, a reduction of 554.15%.

1. The Performance of Business Plan ：

Consolidated Information of Financial Statements Unit NT$ in (000)

Year Item	2019	2018	Changes	Changes%
Operaiton Revenue	59,687,597	73,856,189	-14,168,592	-19.18
Operaiton Costs	57,138,479	67,944,988	-10,806,509	-15.90
Operaiton Gross Profit(Loss)	2,549,118	5,911,201	-3,362,083	-56.88
Operaiton Expenses	3,444,311	4,452,691	-1,008,380	-22.65
Operaiton Net Profit(Loss)	-895,193	1,458,510	-2,353,703	-161.38
Non-operation Revenue andExpenses	-1,090,273	-1,102,964	12,691	1.15
Net Profit (Loss) before Tax	-1,985,466	355,546	-2,341,012	-658.43
Income Tax Expenses	-285,181	90,602	-375,783	-414.76
Net Profit (Loss) after Tax	-1,700,285	264,944	-1,965,229	-741.75
Other Comprehensive Income (net)	-329,270	-21,012	-308,258	1,467.06
Total Amount of Comprehensive Income in thisTerm	-2,029,555	243,932	-2,273,487	-932.02
Net Profit that Belongs to the Owner of the Parent Company	-1,401,081	308,506	-1,709,587	-554.15
Net Profit that Belongs to the Non-controlling equity	-299,204	-43,562	-255,642	586.85
Total Amount of Comprehensive Income that Belongs to the Owner oftheParent Company	-1,745,191	293,049	-2,038,240	-695.53
Total Amount of	-284,364	-49,117	-235,247	478.95

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Comprehensive Income that Belongs to the Non-controlling equity

Financial Information of Company

Year Item	2019	2018	Changes	Changes%
Operaiton Revenue	24,971,014	30,026,324	-5,055,310	-16.84
Operaiton Costs	24,305,157	27,587,558	-3,282,401	-11.90
Operaiton Gross Profit(Loss)	665,857	2,438,766	-1,772,909	-72.70
Operaiton Expenses	1,238,112	1,562,679	-324,567	-20.77
Operaiton Net Profit(Loss)	-572,255	876,087	-1,448,342	-165.32
Non-operation Revenue and Expenses	-1,168,073	-587,176	-580,897	98.93
Net Profit (Loss) beforeTax	-1,740,328	288,911	-2,029,239	-702.38
Income Tax Expenses	339,247	19,595	319,652	1,631.29
Net Profit (Loss) after Tax	-1,401,081	308,506	-1,709,587	-554.15

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.
Analysis of the Revenue/Expenditure and Profitability :

Consolidated Financial Report Information

Item	2019	2018
Net cash inflow of operation activities (thousand dollars)	2,821,675	2,336,596
Equity/Assets(%)	32.77	34.05
Liabilities/Assets(%)	67.23	65.95
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	130.12	146.73
Current ratio(%)	75.73	93.56
Quick ratio(%)	40.66	47.75
Return on assets(%)	-0.76	1.46
Return on equity (%)	-5.96	0.89
Netprofit margin(%)	-2.85	0.36
Earningsper share(dollar)	-0.73	0.16

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Item	2019	2018
Number of shares by the end of the year (share)	1,913,327,518	1,875,811,292

Financial Information of Company	Financial Information of Company	Financial Information of Company
Item	2019	2018
Net cash inflow of operation activities (thousand dollars)	421,321	2,043,610
Equity/Assets(%)	54.22	54.84
Liabilities/Assets(%)	45.78	45.16
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	472.25	504.59
Current ratio(%)	53.14	62.43
Quick ratio(%)	25.87	28.66
Return on assets(%)	-2.15	1.30
Return on equity (%)	-5.22	1.11
Netprofit margin(%)	-5.61	1.03
Earningsper share(dollar)	-0.73	0.16
Number of shares by the end of the year (share)	1,913,327,518	1,875,811,292

Research and Deveplopment

Due to the global trend of environmental friendliness, major enterprises across the world have joined RE100, promising to use 100% renewable energy. This act has increased the demand of their supply chain for green energy. Promoting power generation via renewable means and reducing the demand of fossil fuel has been an international trend. The government of Taiwan has also put that as a national goal, aiming to have 20% power generation to be green (only 4.6% in 2018). Among these, the solar power will be over 70% from 2.5GW in 2018 to 20GW in 2025.

The Legislative Yuan passed the modification of the “Act of Developing Renewable Energy” on April 12, 2019 and implemented on May 1 the same year, stipulating that big power users have to establish or purchase a certain amount of green power. On February 26, the Ministry of Economic Affairs announced the enactment of the implementation of “Big Users Rules” to be started in April 2020. Users of power over 5000KW have to use 10% renewable energy. That is, 10% or 500KW of the power has to come from owned/bought green power with five years grace period. Also, there is early bird discount program. If done before 2023, it has to be only 8% and 9% before

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There are four options to satisfy the rule, self-built power generation, purchase of voucher or power, set up energy storage, or payment of NT$4.06 per unit. No doubt, the demand for green energy will soar to conform to the new regulation. Since the quality of solar panel bracket varies widely, Yieh Phui has dedicated to develop products of PhuizerFan 、 PhuizerMax . and COLORFAN to satisfy such needs.Yieh Phui is determined to be an SSRSS (Solar Steel Racket Solution Supplier) based in Taiwan and deploys suitable materials to deal with the drastic environment of Taiwan, Yieh Phui formally presents the prepainted steel for roof-top photo-electric system brackets and the prepainted steel for ground photo-electric system. Moreover, on April 7, 2020 Yieh Phui has cooperated with Greenharvest (subsidiary of SinoGreenergy Consultancy, in charge of developing and building solar photo-electric generation), Pro Chain Technology (specializing in roof-top photo-electric system construction) and Bo Di Energy (specializing in the design and processing of the solar photo-electric system brackets), signing cooperation agreement and establishing “Glory Grand Alliance”, the best national team in the photo-electric industry,offering comprehensive solution to various solar generation projects with real-time services and suitable steel materials. Such sales in 2019 and 2020 has reached 75,000 tons. The quality has won the praise of enterprises and power generators around the world, doing our part of renewables.

On product differentiation, Yieh Phui has successfully developed anti-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-end prepainted 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 2018, 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. In 2019, Yieh Phui has successfully developed PVF prepainted steel products, which outperform PVDF and can be used to endure corrosion, weather and great processing for high end construction markets.

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

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to EU that may cause cancers, deformation and toxicity to the human reproductive system. Up to the end of 2019, there have been 216 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. Recently, EU asks again to set a deadline on the use of steel products that contain hexavalent chromium and other 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; In 2019, Yieh Phui has developed environment-friendly surface processing to replace oiled one as a measure to deal with the defensive tariff of EU. The sale is above 580,000 tons annually, a breakthrough of the global crunch. Yieh Phui has reached a sales and promotion record.

Corporate Strategies for Future Development

To maintain stable growth, Yieh Phui is getting the fourth expansion done in Changshu Economic Development Zone, Jiangsu, of Yieh Phui (China). The total production of hot-dip galvanizing in Taiwan and China has reached 26 million tons per year, becoming the largest independent coated steel sheet producer in the world. The fourth expansion of Yieh Phui (China) includes a one-million ton pickling and tandem cold mill (PLTCM), 500,000 tons of continuous annealing line (CAL), a 400,000 tons of hot-dip galvanizing line that can produce galvannealed steel sheets and a 220,000 tons of coil coating line. In addition, under the third hot-dip galvanizing line, an aluminum coated equipment is added. The products of the expansion will supply the massive cars and appliances markets in China.

Yieh Phui and Yieh Phui (China) both can produce hot-dip galvanized, hot-dip 5% Al-Zn coated, and hot-dip 55% Al-Zn coated steel coils. In addition Yieh Phui (China) can produce hot-dip Al-Zi coated steel coils and prepainted hot-dip galvanized steel coils using the above materials as a base with all sorts of variety and sizes to satisfy the needs of one-stop shopping for customers worldwide. The competitiveness and profitability is second to none.

In recent years, under the dual-production base model formed by Yieh Phui and Yieh Phui (China), the Company has begun to reinforce dual-axis operations through developing export markets outside of China and the niche markets. In response to the environmental trends, we have also been actively developing green steel products, aiming to exceed the competitors in the industry through the blue ocean strategy. In addition to the domestic market of China, Yieh Phui (China) pays

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attention to the ASEAN market after RCEP to deal with the tariff differences via Taiwan and China, adjusting production accordingly. This will enhance our market share and competitiveness in ASEAN and other world markets. This will strengthen Yieh Phui’s position as a global steel enterprise.

To promote safe and healthy living environment, Yieh Phui has pioneered the supply of “Anti-Microbial Coated Steel Sheets”. In 2018, to deal with rigorous concerns on hygiene of living, Yieh Phui developed “PhuizerGreen  AMC Plus and ColorGreen AMC Plus  ”. The products of “PhuizerGreen  AMC Plus”, “ColorGreen AMC Plus  ”, and “ColorGreen AS & AMC Plus  ” all conform to the environmental regulation of RoHS and REACH of EU and are leading the trend of the time.

The product of hot-dip 5% Al-Zn coated and Al-Mg-Zn coated steel sheets are easy to process and highly anti-corrosion, suitable for use in solar power installation, satisfying the needs for green power worldwide.

Therefore, the business strategy of Yieh Phui is to keep on promoting the sale in non-US and emerging markets, enhancing the alliance with locals, offering close/timely services, developing high quality products around the world. Impact from competition, legal environment, and overall economy

I.The impact of external environment to domestic market ：

Cheap imports of steel products poured into Taiwan, filling the market with low-price, low-quality materials that pose potential risks to people’s lives and the quality of public infrastructure. As a countermeasure, the government joined the domestic coated steel manufacturers to put forward anti-dumping complaints against China and South Korea in 2016. The 5-year-term anti-dumping duty has been inflicted since August 22, 2016. Nonetheless, attempts of low-price steel imports from other countries to enter the Taiwanese market still sustained, and the Company will continuously assess the effects on the domestic market.

Besides, the US started the implementation of section 232 on March 23, 2018 and has imposed 25% duty on imported steel products, arousing protectionism worldwide, impacting Taiwan’s steel business and rendering supply to exceed demand. The price competition is fierce and down-stream customers tend to be conservative. On the other hand, the trade war between China and the US has made the prospect of China’s economy and the steel market dubious. To avoid any adverse impact, many Taiwanese producers based in China have moved to southeastern Asia or back to Taiwan. The whole scenario needs time to observe. The development of the industry has been restricted.

For the domestic market, the investment has slowed down and the clampdown on farmhouses, building on farmland and tearing down on new violations have contributed to the lower the demand for galvanized steel products, hurting the domestic market. In contrast, the policy on

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electricity, green energy, solar/wind power all will increase the demand for related industries and help the sale of galvanized steel products. On the other hand, the trade war between the US and China seems to have slowed down for the phase 1 agreement signed in January 2020. However, the impact is still not clear. As a result, many Taiwanese producers based in China have moved back to Taiwan to avoid further impact, a niche for domestic market.

II. The impact of external environment to the market of China ：

Between 2008 and 2015,China has rapidly expanded its steel production and exports. Many countries around the world have retaliated, forcing China to implement supply side reform. In 2016, China strongly cuts steel capacity; in 2017 China further enforced cuts on dirty steel and allows no production during winter. China has started restriction on steel production since 2018. With more stringent environment concerns, restricted realty market, global protectionism, and on-going trade war between the US and China, China will continue to reform its steel market. As to enhance domestic market, reduce the taxes overall, and expand investment on infrastructure, China has reduced the steel export since 2016, benefiting the operation of the steel industry of the world.

III. The impact of external environment to the export market ：

In the global market, due to anti-dumping of numerous countries and defensive measures against China’s dumping, Taiwan has been adversely affected, particularly the accusation on anti-dumping and anti-subsidy by the US. The most severe impact is the section 232 imposition of 25% tariff on steel and aluminum, causing the dramatic increase of the price of steel and reducing customers’ demand for imported products willing to purchase what is necessary. According to the announcement of the U.S.Department of Commerce on the anti-dumping of anti-erosion products of Yieh Phui, the assessment of the second year review is 0.51%, much better than the other sued and beneficial to our competitiveness.

To deflect the impact of US 232 tariff on steel and aluminum and to avoid all the steel swarming to EU, EU has implemented the final defense of steel for three years since February 2, 2019. With the impact of Brexit and its economy stutters, IMF lowers the economic growth of Eurozone down to 1.3% for 2020, another 0.1% down since previous estimate.

The negotiation of RCEP had been concluded in November 2019 and expected to be signed in 2020, with ten nations of ASEAN and China with other five nations, excluding India. Most major Asian countries join the agreement except Taiwan. Thus, China, Japan, and South Korea would enjoy beneficial tariff rate and be more competitive. In addition, Vietnam has new capacity and more efficient utilization, increasing difficult time to Taiwan steel producers.

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Australia is completely exempt from section 232 and their steel mills will export more to the US, reducing their sales to the domestic market, good news for companies exporting to Australia.

In October 2019, the World Steel Association predicted the demand for steel will increase 3.9% and 1.7% in 2019 and 2020, respectively. However, due to the COVID-19 outbreak, the short term prospect will be dubious, though the long term future still looks good. Overall, the world steel market is full of challenges with aggravating short term swings and has to be dealt with cautiously in a timely fashion.

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

Independent Auditors’ Report

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

Opinion

We have audited the accompanying standalone balance sheets of Yieh Phui Enterprise Co., Ltd. (the “Company") as of December 31, 2019 and 2018, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2019 and 2018, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the standalone Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the standalone financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company's standalone financial statements for the year ended December 31, 2019 are stated as follows:

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Independent Auditors’ Report

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

Opinion

We have audited the consolidated financial statements of Yieh Phui Enterprise Co., Ltd. and its subsidiaries (the “Group"), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Revenue recognition

Please refer to Note 4.23 to the consolidated financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for major accounting estimates and assumptions of revenue recognition; and Note 6.31 for the details of revenue recognition.

Description of key audit matter

Due to fierce competition in the industry, the Group may be affected by the growth of its performance and competition in the same industry, which increases the risk of recognition of operating income. Therefore, we determined the revenue recognition for those product lines and customers with significant sales increase in 2019 as a key audit matter.

How the matter was addressed in our audit

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

Valuation of inventory

Please refer to Note 4.8 to the consolidated financial statements for the accounting policy on inventories; Note 5.2.(6) for major accounting estimates and assumptions of inventories; and Note 6.6 for inventory valuation.

Description of key audit matter

The Group's inventory amounted to $7,749,584 thousand (net of $8,169,123 thousand of total inventory less $419,539 thousand of allowance for inventory valuation loss) as of December 31, 2019, which accounted for 9.25% of total assets. The inventory valuation is measured at the lower of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical 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.

How the matter was addressed in our audit:

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

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Other Matters

We did not audit the financial statements of certain associates accounted for using equity method. Those financial statements were audited by the other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements was based solely on the reports of the other independent accountants. Investments in these associates amounted to $4,796,695 thousand and $4,779,519 thousand, representing 5.73% and 5.49% of total consolidated assets as of December 31, 2019 and 2018, and the share of profit of these associates accounted for using equity method amounted to $17,752 thousand and ($424,772) thousand, representing (0.89%) and (119.47%) of total consolidated income before income tax for the years then ended, respectively. In addition, the share of other comprehensive income of these associates accounted for using equity method amounted to ($578) thousand and $27,756 thousand, representing 0.18% and (132.10%) of total consolidated comprehensive income for the years then ended, respectively.

We have also audited the standalone financial statements of Yieh Phui Enterprise Co., Ltd. as of and for the years ended December 31, 2019 and 2018 on which we have issued an unmodified opinion with emphasis of matter.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

－14－

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in Our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financia1 statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant ethica1 requirements regarding independence, and to communicate with them all re1ationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably

－15－

be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Ling Wen Huang and Shu Man Tsai.

Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 17, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

－16－

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

				(In Thousands of	(In Thousands of	New Taiwan Dollars)
Assets	Note	December 31, 2019		December 31, 2018		Liabilities and Equity	Note	December 31, 2019		December 31, 2018
		Amount	%	Amount	%			Amount	%	Amount	%
CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Contract assets - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Current tax assets Inventories Prepayments Noncurrent assests held for sale Other financial assets - current Total Current Assets NONCURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent Financial assets at fair value through other comprehensive income or loss - noncurrent Investments accounted for using equity method Property, plant and equipment Right-of-use asset Investment properties Intangible assets Deferred tax assets Other noncurrent assets Refundable deposits Other financial assets - noncurrent Long-term prepaid rent Total Noncurrent Assets TOTAL ASSETS	6(1) 6(2) 6(31) 6(3) 6(4) 7 6(5) 6(6) 6(7) 6(8) 6(9) 6(2) 6(10) 6(11) 6(12) 6(13) 6(14) 6(15) 6(36) 6(16) 6(17) 8 6(18)	$5,023,717 428,279 822,605 845,312 1,682,946 789,857 193,409 10,559 7,749,584 1,935,447 23,342 1,405,930	6 1 1 1 2 1 - - 9 2 - 2	$5,522,926 285,944 532,786 1,650,972 1,990,296 1,166,014 274,801 12,577 10,347,451 1,893,869 218,096 1,109,111	6 - 1 2 2 1 - - 14 2 - 1	CURRENT LIABLITIES Short-term loans Short-term notes and bills payable Financial liabilities at fair value through profit or loss - current Contract liabilities - current Notes payable Accounts payable Other payables Current tax liabilities Provisions - current Liabilties directly associated with noncurrent assets held for sale Lease liabilities - current Advance receipts Current portion of long-term loans Total Current Liabilities NONCURRENT LIABILITIES Long-term loans Deferred tax liabilities Lease liabilities - noncurrent Long-term deferred revenue Net defined benefit liability - noncurrent Guarantee deposits Total Noncurrent Liabilities Total Liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity attributable to owners of the parent NON-CONTROLLING INTERESTS Total Equity TOTAL LIABILITIES AND EQUITY	6(19) 6(20) 6(2) 6(31) 6(21) 6(22) 6(8) 6(13) 6(23) 6(23) 6(36) 6(13) 6(24) 6(25) 6(26) 6(27) 6(28) 6(29) 6(30)	$15,597,746 931,272 - 972,787 799,965 1,188,827 1,651,603 3,486 90,806 7,630 7,813 72 6,359,286	19 1 - 1 1 1 2 - - - - - 8	$16,001,636 837,598 7,437 1,410,498 1,156,449 1,245,748 1,557,229 153,410 111,092 62,423 - 69 4,183,655	19 1 - 2 1 1 2 - - - - - 5
		$20,910,987	25	$25,004,843	29
		$289,289 709,886 14,661,318 43,146,104 526,096 622,562 432,499 983,851 11,590 925,853 532,827 -	- 1 18 50 1 1 1 1 - 1 1 -	$1,011,252 715,117 15,492,641 41,118,529 - 776,270 452,363 583,658 7,534 1,350,617 114,465 434,304	1 1 18 46 - 1 1 1 - 2 - -
								$27,611,293	33	$26,727,244	31
								$28,009,760 2,533 81,469 29,577 550,777 17,533	33 - - - 1 -	$29,894,253 17,547 - 32,854 733,314 14,749	34 - - - 1 -
								$28,691,649	34	$30,692,717	35
								$56,302,942	67	$57,419,961	66
								$19,133,275 4,884,281 2,866,052 559,232 (614,438) (978,171)	23 6 3 1 (1) (1)	$18,758,113 4,883,218 2,835,202 636,655 1,233,913 (559,232)	22 6 3 1 1 (1)
		$62,841,875	75	$62,056,750	71

								$25,850,231 1,599,689	31 2	$27,787,869 1,853,763	32 2
								$27,449,920	33	$29,641,632	34
		$83,752,862	100	$87,061,593	100			$83,752,862	100	$87,061,593	100

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

－17－

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

Item	Note	Year Ended December 31	Year Ended December 31	Year Ended December 31
		2019		2018
		Amount	%	Amount	%
OPERATING REVENUE OPERATING COST GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses INCOME (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income Other gains and losses Finance costs Share of loss of associates and joint ventures Total non-operating income and expenses INCOME (LOSS) BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments designated as at fair value through other comprehensive income Share of other comprehensive income (loss) of associates and joint ventures Income tax benefit (expense) related to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Share of other comprehensive income (loss) of associates and joint ventures Income tax benefit related to items that may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) NET INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests Total TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests Total EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share Diluted earnings (loss) per share	6(31) 6(6) 6(33) 6(34) 6(35) 6(36) 6(37) 6(38) 6(38)	$59,687,597 (57,138,479)	100 (95)	$73,856,189 (67,944,988)	100 (93)
		$2,549,118 (2,380,383) (954,670) (91,803) (17,455)	5 (4) (2) - -	$5,911,201 (3,280,971) (1,068,227) (100,245) (3,248)	7 (5) (1) - -
		($3,444,311)	(6)	($4,452,691)	(6)
		($895,193)	(1)	$1,458,510	1
		$660,856 632,134 (1,315,673) (1,067,,590)	1 1 (2) (2)	$1,254,320 (20,238) (1,264,244) (1,072,802)	2 - (2) (1)
		($1,090,273)	(2)	($1,102,964)	(1)
		($1,985,466) 285,181	(3) -	$355,546 (90,602)	- -
		($1,700,285)	(3)	$264,944	-
		84,399 (15,997) (19,582) (16,880) (317,854) (116,231) 72,875	- - - - (1) - -	(32,943) 5,241 30,031 3,043 (125,682) 74,598 24,700	- - - - - - -
		($329,270)	(1)	($21,012)	-
		($2,029,555)	(4)	$243,932	-
		($1,401,081) (299,204)	(2) (1)	$308,506 (43,562)	- -
		($1,700,285)	(3)	$264,944	-
		($1,745,191) (284,364)	(4) -	$293,049 (49,117)	- -
		($2,029,555)	(4)	$243,932	-
		($0.73)		$0.16
		($0.73)		$0.16

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

－18－

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

Common Stock		Retained Earnings			Other EquityItem	Other EquityItem		Unrealized Gain (Loss) on Available-for-sale Financial Assets	Shareholders of the parent	Non-controlling Interests	Total Equity
	Capital Surplus	Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translating Foreign Operations	Unrealized Gain (Loss) On Financial Assetsat Fair Value Through Other Comprehensive Income	Gain (Loss) on Hedging Instruments
$18,211,760 -	$4,873,770 -	$2,698,462 -	$327,757 -	$2,366,597 51,160	($697,778) -	$- 123,526	$6,390 -	$54,733 (54,733)	$27,841,691 119,953	$1,794,170 3,515	$29,635,861 123,468
18,211,760 - - - 546,353 - - -	4,873,770 - - - - 6,930 - -	2,698,462 136,740 - - - - - -	327,757 - 308,898 - - - - -	2,417,757 (136,740) (308,898) (364,235) (546,353) 34,815 308,506 (24,807)	(697,778) - - - - - - (26,025)	123,526 - - - - - - 35,086	6,390 - - - - - - 289	- - - - - - - -	27,961,644 - - (364,235) - 41,745 308,506 (15,457)	1,797,685 - - - - 204 (43,562) (5,555)	29,759,329 - - (364,235) - 41,949 264,944 (21,012)
-	-	-	-	283,699	(26,025)	35,086	289	-	293,049	(49,117)	243,932
- - - -	2,518 - - -	- - - -	- - - -	(100,928) (45,924) - 720	- - - -	- - - (720)	- - - -	- - - -	(98,410) (45,924) - -	98,410 45,924 (39,343) -	- - (39,343) -
18,758,113 - - 375,162 - - - -	4,883,218 - - - - (73) - -	2,835,202 30,850 - - - - - -	636,655 - - - (77,423) - - -	1,233,913 (30,850) (187,581) (375,162) 77,423 3,744 (1,401,081) 74,829	(723,803) - - - - - - (366,243)	157,892 - - - - - - (52,355)	6,679 - - - - - - (341)	- - - - - - - -	27,787,869 - (187,581) - - 3,671 (1,401,081) (344,110)	1,853,763 - - - - 1,689 (299,204) 14,840	29,641,632 - (187,581) - - 5,360 (1,700,285) (329,270)
-	-	-	-	(1,326,252)	(366,243)	(52,355)	(341)	-	(1,745,191)	(284,364)	(2,029,555)
- - -	1,136 - -	- - -	- - -	- (9,673) -	- - -	- - -	- - -	- - -	1,136 (9,673) -	(1,136) 9,673 20,064	- - 20,064
$19,133,275	$4,884,281	$2,866,052	$559,232	($614,438)	($1,090,046)	$105,537	$6,338	-	$25,850,231	$1,599,689	$27,449,920

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

－19－

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Item	Year Ended December 31	Year Ended December 31
	2019	2018
1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjudtments to rewncile profit and loss : Depreciation Amortization Expected credit loss Net gain on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss of associates and joint ventures Loss on disposal and retirement of property, plant and equipment Transfer of property, plant and equipment to expenses Gain on investment properties Gain on disposal of noncurrent assets held for sale Gain on disposal of investments Impairment loss recognized on nonfinancial assets Others Total adjudtments to rewncile profit and loss Changes in operating assets and liabilities Net changes in oprating assets: Decrease (increase) in financial assets as at fair value through profit or loss Decrease (increase) in contract assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivables Decrease (increase) in accounts receivables - related parties Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments	($1,985,466) 1,728,926 42,353 17,455 (2,958) 1,315,673 (124,964) (106,632) 1,067,590 26,700 16,394 (341,434) (401,121) (20) - (217)	$355,546 1,739,734 10,701 3,248 (41,609) 1,264,244 (105,056) (34,213) 1,072,802 30,138 23,825 - - (115,938) 42,889 (217)
	3,237,745	3,890,548
	23,615 (290,493) 805,737 289,776 377,419 130,600 2,597,867 (49,671)	(23,452) (129,575) (261,060) 489,021 (406,959) 58,527 (302,601) 1,149,647

－20－

Item	Year Ended December 31	Year Ended December 31
	2019	2018
Decrease (increase) in other financial assets Total net changes in operating assets Net changes in oprating liabilities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in advance receipts Increase (decrease) in net defined benefit liability Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities 2.CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of subsidiaries (deducting cash received) Proceeds from capital reduction of investments accounted for using equity mothod Acquisition of noncurrent assests held for sale Proceeds from disposal of noncurrent assets held for sale Acquisition of property, plant and equipment	576	783
	3,885,426	574,331
	(437,711) (356,484) (56,921) (35,189) (20,286) 3 (98,138)	(524,662) (660,045) 131,317 (40,050) (3,013) (41) (240,074)
	(1,004,726)	(1,336,568) (762,237) 3,128,311
	2,880,700
	6,118,445
	4,132,979 125,400 106,632 (1,325,093) (218,243)	3,483,857 102,796 82,213 (1,248,176) (84,094)
	2,821,675	2,336,596
	(15,000) 4,234 - 550,145 (372,387) 203 - 679 (1,652) 566,075 (4,251,566)	- 2,352 (605,179) - (95,105) 617,884 (30,375) 21,981 - 62,423 (4,245,853)

－21－

Item	Year Ended December 31	Year Ended December 31
	2019	2018
Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Decrease (increase) in other receivables Acquisition of intangible assets Acquisition of right-of-use assets Acquisition of investment properties Proceeds from disposal of investment properties Decrease (increase) in other financial assets Decrease (increase) in other noncurrent assets Net cash used in investing activities 3.CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Increase (decrease) in short-term notes and bills payable Increase in long-term loans Repayment of long-term loans Increase (decrease) in guarantee deposits received Repayments of principal of lease liabilities Increase (decrease) in other noncurrent liabilities Cash dividends paid Increase (decrease) in non-controlling interests Net cash generated from (used in) financing activities 4.EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 5.NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 7.CASH AND CASH EQUIVALENTS, END OF YEAR	329 424,764 - (4,768) (1,187) (13,930) 434,619 (715,757) (4,056)	20,471 (1,277,718) 46,072 - - (8,229) - 75,532 4,213
	(3,399,255)	(5,411,531)
	(403,890) 94,000 8,669,625 (8,378,067) 2,784 (9,325) (3,277) (187,581) 20,064	176,113 (150,000) 7,711,366 (6,602,770) 110 - (2,815) (364,235) (75,770)
	(195,667)	691,999
	274,038	201,437
	(499,209) 5,522,926	(2,181,499) 7,704,425
	$5,023,717	$5,522,926

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

－22－

Revenue recognition

Please refer to Note 4.18 to the standalone financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for major accounting estimates and assumptions of revenue recognition; and Note 6.26 for the details of revenue recognition.

Description of key audit matter

Due to fierce competition in the industry, the Company may be affected by the growth of its performance and competition in the same industry, which increases the risk of recognition of operating income. Therefore, we determined the revenue recognition for those product lines and customers with significant sales increase in 2019 as a key audit matter.

How the matter was addressed in our audit

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

Valuation of inventory

Please refer to Note 4.7 to the standalone financial statements for the accounting policy on inventories; Note 5.2.(6) for major accounting estimates and assumptions of inventories; and Note 6.6 for inventory valuation.

Description of key audit matter

The Company's inventory amounted to $3,314,013 thousand (net of $3,475,207 thousand of total inventory less $161,194 thousand of allowance for inventory valuation loss) as of December 31, 2019, which accounted for 6.95% of total assets. The inventory valuation is measured at the lower of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical 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.

How the matter was addressed in our audit:

Other Matters

－23－

of total standalone assets as of December 31, 2019 and 2018, and the share of profit of these associates accounted for using equity method amounted to $17,477 thousand and ($417,282) thousand, representing (1.00%) and (144.43%) of total standalone income before income tax for the years then ended, respectively. In addition, the share of other comprehensive income of these associates accounted for using equity method amounted to ($857) thousand and $27,596 thousand, representing 0.25% and (178.53%) of total standalone comprehensive income for the years then ended, respectively.

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

Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of the standalone financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company’s or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

－24－

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in Our auditors' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financia1 statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

－25－

The engagement partners on the audit resulting in this independent auditors’ report are Ling Wen Huang and Shu Man Tsai.

Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 17, 2020

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying standalone financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and standalone financial statements shall prevail.

－26－

YIEH PHUI ENTERPRISE CO., LTD. STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Assets	Note	December 31, 2019	December 31, 2019	December 31,	2018	Liabilities and Equity	Note	December 31, 2019	December 31, 2019	December 31, 2018	December 31, 2018
		Amount	%	Amount	%			Amount	%	Amount	%
CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Contract assets - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Current tax assets Inventories Prepayments Noncurrent assests held for sale Other financial assets - current Total Current Assets NONCURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent Financial assets at fair value through other comprehensive income or loss - noncurrent Investments accounted for using equity method Property, plant and equipment Right-of-use asset Investment properties Deferred tax assets Refundable deposits Other financial assets - noncurrent Long-term prepaid rent Total Noncurrent Assets TOTAL ASSETS	6(1) 6(2) 6(26) 6(3) 6(4) 7 6(5) 6(6) 6(7) 6(8) 8 6(2) 6(9) 6(10) 6(11) 6(12) 6(13) 6(31) 6(14) 8 6(15)	$665,530 307,571 740,413 4,936 1,099,058 250,730 162,291 48 3,314,013 175,341 23,342 55,236	1 1 2 - 2 1 - - 7 - - -	$327,063 227,960 535,243 28,911 895,226 710,459 213,603 6,508 3,783,904 278,228 218,096 285,559	1 - 1 - 2 1 - - 8 1 - 1	CURRENT LIABLITIES Short-term loans Short-term notes and bills payable Financial liabilities at fair value through profit or loss - current Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Current tax liabilities Provisions - current Liabilties directly associated with noncurrent assets held for sale Lease liabilities - current Current portion of long-term loans Total Current Liabilities NONCURRENT LIABILITIES Long-term loans Deferred tax liabilities Lease liabilities - noncurrent Net defined benefit liability - noncurrent Guarantee deposits Total Noncurrent Liabilities Total Liabilities Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other Equity Total Equity TOTAL LIABILITIES AND EQUITY	6(16) 6(17) 6(2) 6(26) 7 6(18) 6(19) 6(8) 6(12) 6(20) 6(20) 6(31) 6(12) 6(21) 6(22) 6(23) 6(24) 6(25)	$8,136,122 598,840 - 500,945 615,689 496,418 339,516 401,777 - 50,819 7,630 9,639 1,636,335	18 1 - 1 1 1 1 1 - - - - 3	$7,628,382 499,472 1,998 826,831 626,515 703,792 6,742 474,542 131,576 67,958 62,423 - 1,000,945	16 1 - 2 1 1 - 1 - - - - 2
		$6,798,509	14	$7,510,760	15
		$220,577 704,405 29,201,599 7,386,910 303,393 964,339 799,215 1,139,390 160,138 -	- 1 62 15 1 2 2 3 - -	$790,797 710,093 31,068,139 7,656,732 - 1,115,497 389,068 1,295,104 46,875 83,597	2 1 61 15 - 2 1 3 - -
								$12,793,730	27	$12,031,176	24
								$8,319,270 - 209,141 504,003 2,100	18 - - 1 -	$10,216,633 16,825 - 612,159 2,000	20 - - 1 -
								$9,034,514	19	$10,847,617	21
								$21,828,244	46	$22,878,793	45
								$19,133,275 4,884,281 2,866,052 559,232 (614,438) (978,171)	40 10 6 1 (1) (2)	$18,758,113 4,883,218 2,835,202 636,655 1,233,913 (559,232)	37 10 6 1 2 (1)
		$40,879,966	86	$43,155,902	85

								$25,850,231	54	$27,787,869	55
		$47,678,475	100	$50,666,662	100			$47,678,475	100	$50,666,662	100

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

－27－

YIEH PHUI ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

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

Note	Year Ended December 31	Year Ended December 31	Year Ended December 31
	2019		2018
	Amount	%	Amount	%
6(26) 6(6) 6(28) 6(29) 6(30) 6(31) 6(32) 6(33) 6(33)	$24,971,014 (24,305,157)	100 (97)	$30,026,324 (27,587,558)	100 (92)
	$665,857 (905,328) (332,784)	3 (4) (1)	$2,438,766 (1,184,854) (377,825)	8 (4) (1)
	(1,238,112)	(5)	(1,562,679)	(5)
	($572,255)	(2)	$876,087	3
	$536,971 671,353 (430,122) (1,946,275)	2 3 (2) (8)	$1,088,806 128,970 (442,745) (1,362,207)	4 - (1) (5)
	($1,168,073)	(5)	($587,176)	(2)
	($1,740,328) 339,247	(7) 1	$288,911 19,595	1 -
	($1,401,081)	(6)	$308,506	1
	$55,074 (16,454) (5,131) (11,015) (439,459) 72,875	- - - - (2) 1	($15,660) 5,410 21,455 (926) (50,436) 24,700	- - - - - -
	($344,110)	(1)	($15,457)	-
	($1,745,191)	(7)	$293,049	1
	($0.73)		$0.16
	($0.73)		$0.16

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

－28－

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

(In Thousands of New Taiwan Dollars)

Common Stock	Capital Surplus		Retained Earnings			Other EquityI	tem	Total Equity
		Legal Reserve	Special Reserve	Unappropriated Earnings (Accumulated Deficits)	Exchange Differences on Translating Foreign Operations	Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income	Unrealized Gain (Loss) on Available-for-sale Financial Assets
$18,211,760 -	$4,873,770 -	$2,698,462 -	$327,757 -	$2,366,597 51,160	($697,778) -	$ - 123,526	$54,733 (54,733)	$27,841,691 119,953
18,211,760 - - - 546,353 - - -	4,873,770 - - - - 6,930 - -	2,698,462 136,740 - - - - - -	327,757 - 308,898 - - - - -	2,417,757 (136,740) (308,898) (364,235) (546,353) 34,815 308,506 (24,807)	(697,778) - - - - - - (26,025)	123,526 - - - - - - 35,086	- - - - - - - -	27,961,644 - - (364,235) - 41,745 308,506 (15,457)
-	-	-	-	283,699	(26,025)	35,086	-	293,049
- - -	2,518 - -	- - -	- - -	(100,928) (45,924) 720	- - -	- - (720)	- - -	(98,410) (45,924) -
18,758,113 - - 375,162 - - - -	4,883,218 - - - - (73) - -	2,835,202 30,850 - - - - - -	636,655 - - - (77,423) - - -	1,233,913 (30,850) (187,581) (375,162) 77,423 3,744 (1,401,081) 74,829	(723,803) - - - - - - (366,243)	157,892 - - - - - - (52,355)	- - - - - - - -	27,787,869 - (187,581) - - 3,671 (1,401,081) (344,110)
-	-	-	-	(1,326,252)	(366,243)	(52,355)	-	(1,745,191)
- -	1,136 -	- -	- -	- (9,673)	- -	- -	- -	1,136 (9,673)
$19,133,275	$4,884,281	$2,866,052	$559,232	($614,438)	($1,090,046)	$105,537	$ -	$25,850,231

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

－29－

YIEH PHUI ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Item	Year Ended December 31	Year Ended December 31
	2019	2018
1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit and loss: Depreciation Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss of associates, subsidiaries and joint ventures Loss on disposal and retirement of property, plant and equipment Transfer of property, plant and equipment to expenses Gain on disposal of investment properties Gain on disposal of non-current assets held for sale Gain on disposal of investments Others Total adjustments to reconcile profit and loss Changes in operating assets and liabilities Net changes in oprating assets: Decrease (increase) in financial assets as at fair value through profit or loss Decrease (increase) in contract assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivables Decrease (increase) in accounts receivables - related parties Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Total net changes in operating assets	($1,740,328) 543,985 8,656 430,122 (10,799) (105,987) 1,946,275 19,102 - (341,433) (401,121) (20) 29,986	$288,911 556,096 (21,454) 442,745 (20,798) (33,688) 1,362,207 36,616 186 - - (37,520) 9,064
	$2,118,766	$2,293,454
	26,837 (205,844) 24,052 (204,497) 460,991 97,835 469,891 98,840	(19,256) (129,771) (8,421) 329,877 (383,023) 55,153 361,233 30,632
	$768,105	$236,424

－30－

Item	Year Ended December 31	Year Ended December 31
	2019	2018
Net changes in oprating liabilities: Increase (decrease) Contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in accounts payable - related parties Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in net defined benefit liability Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities 2.CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity mothod Acquisition of disposal of noncurrent assets held for sale Proceeds from disposal of noncurrent assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Decrease (increase) in other receivables - related parties Acquisition of right-of-use assets Acquisition of investment properties －31－	(325,886) (10,826) (207,374) 332,774 (59,659) (17,139) (53,082)	(460,433) (9,168) 184,505 (3,328) (33,920) (8,277) (50,951)
	($341,192)	($381,572)
	$426,913	($145,148)
	$2,545,679	$2,148,306
	$805,351 10,878 184,287 (428,214) (150,981)	$2,437,217 22,651 83,032 (441,783) (57,507)
	$421,321	$2,043,610
	(15,000) 4,234 - 455,076 (1,556,286) 203 917,846 (1,652) 566,075 (287,888) 50 155,714 - (1,187) (13,930)	- 2,352 (481,483) - (3,277,429) 617,884 774,713 - 62,423 (231,795) - (1,251,172) 950,000 - (2,454)

Item	Year Ended December 31	Year Ended December 31
	2019	2018
Proceeds from disposal of investment properties Decrease (increase) in other financial assets Decrease (increase) in other noncurrent assets Net cash generated from (used in) investing activities 3.CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Increase (decrease) in short-term notes and bills payable Increase in long-term loans Repayment of long-term loans Increase (decrease) in guarantee deposits received Repayments of principal of lease liabilities Cash dividends paid Net cash used in financing activities 4.NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6.CASH AND CASH EQUIVALENTS, END OF YEAR	434,619 117,060 -	- (151,428) 2,906
	$774,934	($2,985,483)
	$507,740 100,000 - (1,267,473) 100 (10,574) (187,581)	($552,394) (150,000) 1,105,000 (239,140) - - (364,235)
	($857,788)	($200,769)
	$338,467 327,063	($1,142,642) 1,469,705
	$665,530	$327,063

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

－32－

2. The Auditing Committee Audits the Final Financial Statementsn of 2019

Report of the Auditing Committee

Yieh Phui Enterprise Co., Ltd

The board of directors has prepared the 2019 operating report, consolidated financial statement, which includes the individual entity report, and the deficit offset, among which has been audited and signed off by Crowe Horwath (TW)CPAs. The operating report, consolidated financial statement and the the deficit offset have been audited by the auditing committee and no abnormality found. Thus, the report has been released according to Article 14-4 and Article 219 of the Company Act. Herein kindly ask for approval.

the 2020 the Stockholder’s Meeting of Yieh Phui Chairman of the Auditing Committee: Yang Der-Yuan March 17, 2020

－33－

3. Report on executing the share buyback

explanation ： Unit: NTD

lanation：	Unit: NTD
Share Buyback frequency	The Eighth Buyback
Purpose for share buyback	To enhance the credit of the company and the rights of stockholders
Buybackperiod	March 16- May15, 2020
Buybackprice range	NT$8-9.5per share
Number and type of share buyback	Common shares in 22,758(000) shares
Buyback volume	NT$185,259,045
The purchased shares as a percentage of theplanned buyback	22.76%
Number of shares to be written off or transfer	0
Accumulated shareholding	22,758(000)shares
Accumulated shareholding as a percentage of outstandingshares(%)	1.19%
Reasons for not completing share buyback	Considering the market mechanism and the rights of all stockholders, in addition to the stabilization of the stock price and the effective use of capital, Yieh Phui has not executed all the announced stock buyback.

－34－

YIEH PHUI ENTERPRISE CO., LTD

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

Before and After Revision

~~BEFORE THE REVISION~~

~~Article 2(Convening shareholder meeting~~ and meeting notice)

Items 1 to 3 omitted.

The election or dismissal of directors, change in the Articles of Incorporation, the company’s dissolution, merger, segmentation, or the matters stated in Article 185 Paragraph 1 of the Company Act, Article 26.1 and Article 43.6 of the

Securities and Exchange Act, and Article 56.1 and Article 60.2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be illustrated in the reasons for convening the meeting not in the motion. Shareholders who have held more than 1% of the total outstanding shares may propose motions in writing to the Company’s shareholders meeting. However, they are limited to one motion and the remaining proposed motions will not be included for discussion. In addition, the Board of Directors may not have the motions proposed by shareholders that are subject to Article 172.1 Paragraph 4 of the Company Law included for discussion.

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

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

~~AFTER THE REVISION Article2(Convening shareholder meeting and~~ meeting notice)

Items 1 to 3 omitted.

The election or dismissal of directors, change in the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the company’s dissolution, merger, segmentation, or the matters stated in Article 185 Paragraph 1 of the Company Act, must be itemized and explain the main themes, not to be proposed via extempore motion. The main content has to be posted at the web site specified by the authority or the company, with the web address clearly shown on the notification.

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

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

－35－

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 6 (Shareholders meeting presiding chairman and attending staff) The Chairman of the Board of Directors shall chair the shareholders meeting when the Board of Directors convenes it. If the Chairman is on leave or unable to exercise powers; the meeting is to be chaired by the Vice Chairman. If there is no Vice Chairman appointed, the Vice Chairman is also on leave, or unable to exercise powers, the Chairman is to have one general director designated to exercise powers. If there is not any general director appointed, one director shall be designated to chair the meeting. If the Chairman does not have a representative designated to exercise power, the representative is to be elected among the general directors or directors.

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

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

the acceptance period shall not be less than ten days.

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. Article6 (Shareholders meeting presiding chairman and attending staff) The Chairman of the Board of Directors shall chair the shareholders meeting when the Board of Directors convenes it. If the Chairman is on leave or unable to exercise powers; the meeting is to be chaired by the Vice Chairman. If there is no Vice Chairman appointed, the Vice Chairman is also on leave, or unable to exercise powers, the Chairman is to have one general director designated to exercise powers. If there is not any general director appointed, one director shall be designated to chair the meeting. If the Chairman does not have a representative designated to exercise power, the representative is to be elected among the general directors or directors. The power of the Chairman referred to in the preceding paragraph exercised by the general directors or directors that must be someone who has served for more than six months and understands the Company’s financial condition and business operation. The same applies for the Chairman who is the representative of the director that is a legal person.

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

－36－

For the shareholders meeting convened by chair the meeting. If there are more than two other than the Board of Directors, the conveners, one of the conveners should be elected convener shall chair the meeting. If there to chair the meeting. are more than two conveners, one of the The Company may appoint the contracted conveners should be elected to chair the attorney, CPA, or the related personnel to attend meeting. the shareholders meeting. The Company may appoint the contracted attorney, CPA, or the related personnel to attend the shareholders meeting. Article 9 Article 9 (Motion discussion) (Motion discussion) The Chairman of the Board of Directors The Chairman of the Board of Directors shall shall determine the agenda of the determine the agenda of the shareholders meeting shareholders meeting convened by the convened by the Board of Directors. all relevant all relevant Board of Directors. The shareholders proposals, including extempore motion and meeting should be conducted in accordance revision of original agenda , must be determined with the scheduled agenda and may not be by vote,The shareholders meeting should be The shareholders meeting should be changed without a resolution reached in the conducted in accordance with the scheduled shareholders meeting. agenda and may not be changed without a For the shareholders meeting convened by resolution reached in the shareholders meeting. other than the Board of Directors, the For the shareholders meeting convened by other provisions of the preceding paragraph shall than the Board of Directors, the provisions of the apply mutatis mutandis. preceding paragraph shall apply mutatis mutandis. The Chairman may not have the meeting The Chairman may not have the meeting adjourned discretionally before the meeting adjourned discretionally before the meeting agenda in the preceding two paragraphs agenda in the preceding two paragraphs completed with all motions discussed. For completed with all motions discussed. For the the violation of the Chairman against the violation of the Chairman against the Rules of Rules of Procedure for Shareholder Procedure for Shareholder Meetings by having the Meetings by having the meeting adjourned meeting adjourned discretionally, the other board discretionally, the other board directors directors shall promptly assist the attending shall promptly assist the attending shareholders to elect a Chairman to continue the shareholders to elect a Chairman to meeting in accordance with the legal procedures continue the meeting in accordance with the and with the consent of the attending shareholders legal procedures and with the consent of the representing a majority of the voting rights. attending shareholders representing a The Chairman should give the amendments and majority of the voting rights. motions proposed by shareholders an opportunity The Chairman should give the amendments for full explanation and discussion; also, the and motions proposed by shareholders an Chairman who believes that the motion in opportunity for full explanation and discussion is ready for voting may announce to discussion; also, the Chairman who believes stop discussion and start voting, There has to be There has to be that the motion in discussion is ready for sufficient time for casting ballot voting may announce to stop discussion and start voting. Article 12 Article 12 Shareholders are entitled to one voting right Shareholders are entitled to one voting right per per share except for those subject to share except for those subject to restrictions or restrictions or those without voting right those without voting right listed in Article 179 listed in Article 179 Paragraph 2 of the Paragraph 2 of the Company Law. Company Law. the company is to have voting rights exercised The votes can be casted in writing or electronically and in writing in the shareholders electronically in the shareholders meeting meeting). When the voting right is exercised in of the Company (the company to adopt writing or electronically, the method should be

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.

The Chairman of the Board of Directors shall determine the agenda of the shareholders meeting convened by the Board of Directors. all relevant all relevant proposals, including extempore motion and revision of original agenda , must be determined by vote,The shareholders meeting should be 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, There has to be There has to be sufficient time for casting ballot

－37－

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. The following is omitted. 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.

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.

The following is omitted.

Article 14

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

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

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

－38－

Annex 3

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Corporate Charter” Before and After Revision

BEFORE THE REVISION		AFTER THE REVISION
Chapter 6 The shares of the company are all registered with the signatures or seals of three directors. and issued via the approval of the authorized institution or the one with such authorities. Also, the Company’s order shares can be issued without stock printout; however, should contact the Securities Central Depository Institution for registration.		Chapter6 The shares of the company are all registered with the holders' names, signed or sealed by the director representing the company,and issued via the approval of the authorized institution or the one with such authorities. Also, the Company’s order shares can be issued without stock printout; however, should contact the Securities Central DepositoryInstitution for registration.

－39－

AI assistant

YP — AGM Information 2020

51950_rns_2020-06-24_a9b97874-3273-4a2d-ab62-6a581616a8b3.pdf

Time: 9:30 AM, June 18, 2020

III. Company Report

IV. Matters to Be Approved

V. Matters for Discussion

VI. Extempore Motions : None

VII. Adjournment

1. The Operation of 2019

1. The Performance of Business Plan ：

Consolidated Financial Report Information

Corporate Strategies for Future Development

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Description of key audit matter

How the matter was addressed in our audit

Valuation of inventory

Description of key audit matter

How the matter was addressed in our audit:

Other Matters

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Revenue recognition

Description of key audit matter

How the matter was addressed in our audit

Valuation of inventory

Description of key audit matter

How the matter was addressed in our audit:

Other Matters

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

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Notice to Readers

YIEH PHUI ENTERPRISE CO., LTD. STANDALONE BALANCE SHEETS

YIEH PHUI ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

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

YIEH PHUI ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF CASH FLOWS

2. The Auditing Committee Audits the Final Financial Statementsn of 2019

Report of the Auditing Committee

3. Report on executing the share buyback

YIEH PHUI ENTERPRISE CO., LTD

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

Before and After Revision

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Corporate Charter” Before and After Revision

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YP AGM Information 2020