YP - AGM Information 2021 | FinancialReports.eu

Code: 2023

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2021 Shareholders’ Meeting

Program

Web site: http://mops.twse.com.tw

Time: June 24, 2021

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

I The Procedures and the Agenda

Yieh Phui Enterprise Co., Ltd.

Procedures for 2021 Stockholders’ Meeting

Time: 9:30 AM, June 24, 2021

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

City Ziyi Community Center

1. Announcement of the Number of Shares Present

2. Call the Meeting to Order

3. Chairperson Remark

4. Company Report

5. Matters for Approval

6. Matters for Discussion

7. Extempore Motions

8. Adjournment

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Yieh Phui Enterprise Co., Ltd

Program for 2021 Stockholders’ Meeting

I. Chairperson Remarks ：

II. Company Report ：

The report of the operation of 2020
The Auditing Committee Audits the Final Financial Statement of 2020
The Remuneration of the emplyees and directors for 2020

III. Matters for Approval ：

Approve the final financial statement for 2020
Approve the distribution of retained earnings for 2020

IV. Matters for Discussion ：

Proposal on Modifying the “Rules of Procedure for Shareholders Meetings”
Proposal on Modifying the “Regulations Governing the Election of Directors”

V. Extempore Motions

VI. Adjournment

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	Contents
I.	The Procedures and the Agenda------------------------------------------------------------------------------------------------1
II.	Company Report---------------------------------------------------------------------------------------------------------------------------------------4
	1. The Operation of 2020---------------------------------------------------------------------------------------------------------------------------------4
	2. The Auditing Committee Audits the Final Financial Statement of 2020-----------------------------------------------------------------------34
	3. The Remuneration of the emplyees and directors for 2020---------------------------------------------------------------------------------------------35
III.	Matters for Approval-------------------------------------------------------------------------------------------------------------------------------35
	1. Approve the final financial statement for 2020---------------------------------------------------------------------------------------------------35
	2. Approve the distribution of retained earnings for 2020 ---------------------------------------------------------------------------------------35
IV.	Matters for Discussion----------------------------------------------------------------------------------------------------------------------------------36
	1.Proposal on Modifying the“Rules of Procedure for Shareholders Meetings”-------------------------------------------------------------------------36
	2.Proposal on Modifying“Regulations Governing the Election of Directors“------------------------------------------36
V.	Extempore Motions----------------------------------------------------------------------------------------------------------------------------36
VI.	Adjournment------------------------------------------------------------------------------------------------------------------------------------36
VII. Annex---------------------------------------------------------------------------------------------------------------------------------------------------37
	Annex 1 Rules of Procedure for Shareholders Meetings (Table for Comparing Modified Items)--------------------------------------------37
	Annex 2 Rules of Procedure for Shareholders Meetings (Modified)------------------------------------------------------------------------------39
	Annex 3 Regulations Governing the Election of Directors (Table for Comparing Modified Items) --------------------------------------------------47
	Annex 4 Regulations Governing the Election of Directors (Modified)-----------------------------------------------------------------------------------------50
VIII. Appendix-----------------------------------------------------------------------------------------------------------------------------------------------52
	Appendix 1 Corporate Charter---------------------------------------------------------------------------------------------------------------------52
	Appendix 2 Rules of Procedure for Shareholders Meetings -----------------------------------------------------------------------------------------------------58
	Appendix 3 The Table of the Stock Holdings of the Directors --------------------------------------------------------------------------------------------------66

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II Company Report

1. The Operation of 2020

Due to the impact of the pandemic, the revenue of Yieh Phui decreases by NT$4.035 billion or 16.16% and the sales by 7.55% from 2020 to 2019. In contrast, Yieh Phui (China) increases by NT$3.537 billion or 15.69% because of higher volume and price. In addition, the sales of Yieh Hsing decreases by 24.99% and the revenue by NT$945 million or -14.47%. Overall, the consolidated revenue NT$ 55.422 billion is lower by 7.15% than NT$59.688 billion last year. In comparison with 2019, the consolidated net profit is NT$518 million NT$2.218 billion better than last year’s NT$1.7 billion. Among that, NT$735 million is due to the parent company NT$2.136 billion better than a loss of NT$1.401 billion last year in comparison with 2019. 1.The Performance of Business Plan ：

Consolidated Information of Financial Statements

Unit NT$ in (000)

Year Item	2020	2019	Changes	Changes%
Operaiton Revenue	`55,421,795`	`59,687,597`	`-4,265,802`	`-7.15%`
Operaiton Costs	`51,270,778`	`57,138,479`	`-5,867,701`	`-10.27%`
Operaiton Gross Profit(Loss)	`4,151,017`	`2,549,118`	`1,601,899`	`62.84%`
Operaiton Expenses	`3,017,931`	`3,444,311`	`-426,380`	`-12.38%`
Operaiton Net Profit(Loss)	`1,133,086`	`-895,193`	`2,028,279`	`226.57%`
Non-operation Revenue and Expenses	`-550,296`	`-1,090,273`	`539,977`	`49.53%`
Net Profit (Loss) before Tax	`582,790`	`-1,985,466`	`2,568,256`	`129.35%`
Income Tax Expenses	`65,202`	`-285,181`	`350,383`	`122.86%`
Net Profit (Loss) after Tax	`517,588`	`-1,700,285`	`2,217,873`	`130.44%`
Other Comprehensive Income(net)	`61,475`	`-329,270`	`390,745`	`118.67%`
Total Amount of Comprehensive Income in this Term	`579,063`	`-2,029,555`	`2,608,618`	`128.53%`
Net Profit that Belongs to the Owner of the Parent Company	`735,238`	`-1,401,081`	`2,136,319`	`152.48%`
Net Profit that Belongs to the Non-controllingequity	`-217,650`	`-299,204`	`81,554`	`27.26%`
Total Amount of Comprehensive Income that Belongs to the Owner of the Parent Company	`813,293`	`-1,745,191`	`2,558,484`	`146.60%`
Total Amount of Comprehensive Income that Belongs to the Non-controllingequity	`-234,230`	`-284,364`	`50,134`	`17.63%`

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Financial Information of Company

Year Item	2020	2019	Changes	Changes%
Operaiton Revenue	`20,936,210`	`24,971,014`	`-4,034,804`	`-16.16%`
Operaiton Costs	`19,419,910`	`24,305,157`	`-4,885,247`	`-20.10%`
Operaiton Gross Profit(Loss)	`1,516,300`	`665,857`	`850,443`	`127.72%`
Operaiton Expenses	`1,147,932`	`1,238,112`	`-90,180`	`-7.28%`
Operaiton Net Profit(Loss)	`368,368`	`-572,255`	`940,623`	`164.37%`
Non-operation Revenue and Expenses	`468,997`	`-1,168,073`	`1,637,070`	`140.15%`
Net Profit (Loss) before Tax	`837,365`	`-1,740,328`	`2,577,693`	`148.12%`
Income Tax Expenses	`-102,127`	`339,247`	`-441,374`	`-130.10%`
Net Profit (Loss) after Tax	`735,238`	`-1,401,081`	`2,136,319`	`152.48%`

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 for 2020.
Analysis of the Revenue/Expenditure and Profitability :

Consolidated Financial Report Information

Item	2020	2019
Net cash inflow of operation activities (thousand dollars)	`1,846,136`	`2,821,675`
Equity/Assets(%)	`33.12`	`32.77`
Liabilities/Assets(%)	`66.88`	`67.23`
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	`123.22`	`130.12`
Current ratio(%)	`76.15`	`75.73`
Quick ratio(%)	`31.62`	`40.66`
Return on assets(%)	`1.51`	`-0.76`
Return on equity (%)	`1.87`	`-5.96`
Netprofit margin(%)	`0.93`	`-2.85`
Earningsper share(dollar)	`0.39`	`-0.73`
Number of shares by the end of the year (share)	`1,890,569,518`	`1,913,327,518`

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Financial Information of Company

Financial Information of Company
Item	2020	2019
Net cash inflow of operation activities (thousand dollars)	`633,888`	`421,321`
Equity/Assets(%)	`57.84`	`54.22`
Liabilities/Assets(%)	`42.16`	`45.78`
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	`469.85`	`472.25`
Current ratio(%)	`50.75`	`53.14`
Quick ratio(%)	`21.78`	`25.87`
Return on assets(%)	`2.23`	`-2.15`
Return on equity (%)	`2.81`	`-5.22`
Netprofit margin(%)	`3.51`	`-5.61`
Earningsper share(dollar)	`0.39`	`-0.73`
Number of shares by the end of the year (share)	`1,890,569,518`	`1,913,327,518`

Research and Deveplopment

To cope with the global trend of green energy, major international enterprises join RE100 (Renewable Energy) as advocated by the Climate Group and Carbon Disclosure Project (CDP), promising to achieve 100% renewable energy from 2020 to 2050. This will great influence the downstream supply chains and their demand for renewable 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. Up to December of 2020, the installment is only 5.82GW. For the next five years, the demand of steel for solar panel brackets will be 1.4 million tons (280,000 tons per year) in the case of ground type solar power generation, the kind that needs steel material most.

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 January 1, 2021, the government implemented a measure that designates big power users (5000 KW or above) have to install renewable power generation facilities. 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 2024. There are four options to satisfy the rule,

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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 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. It formally produces hot-dip 5%Al-Mg-Zn coated (PhuizerMax[®] ) & prepainted 5%Al-Zn coated steel coils (SolarKing™) for forming of solar panel brackets, supplying major solar power generation in Taiwan with local materials, timely services, and suitable materials selection of high-strength, high-corrosion-resistant steel. The sale for the coated steel for solar panel brackets has been over 100,000 tons, winning the recognition of domestic and foreign businesses, reducing carbon emissions and working hard for the development of renewable energy.

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. Yieh Phui introduced PVF liquid painted and laminated products in 2019, highly anti-corrosion, anti-climate and easy to process in high end construction market, with a quality much better than PVDF. In 2020, to comply with the trend of green energy by the governments around the world, Yieh Phui developed high-strength, high-corrosion-resistant Al-Mg-Zn coated steel and has won the recognition worldwide with accumulated sale of 70,000 tons.

The trend of globalization has triggered the EU to issue the regulation of RoHS and WEEE, which focus on the recycling of electronic appliances, environment friendly production and their re-use. This policy has won the recognition of the whole world and Yieh Phui has developed products compliant with those regulations and earned big and long-term orders of major appliance producers. Later on in 2007 the EU issued REACH, controlling 16 ingredients in the materials, mixtures and products exporting to EU that may cause cancers, deformation and toxicity to the human reproductive system. Up to the end of 2020, there have been 224 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

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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 to deal with the safeguard measures, Yieh Phui developed an environmental protection process that can replace oil treatment. The sale has reached 140,000 tons by the end of 2020 successfully breaking the obstacles of the global crunch and making another achievement of product development and sales.

Corporate Strategies for Future Development

To maintain stable growth, Yieh Phui has finished 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, and has become one of the best independent producers for hot-dip galvanized steel sheets 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 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.

Yieh Phui offers 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

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process and highly anti-corrosion, suitable for use in solar power installation, satisfying the needs for green power worldwide.

Thus, Yieh Phui’s sale strategy is to focus on the high end markets and strengthen alliance with local agents to enhance timely service and develop suitable high-end & high quality products.

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 anti-dumping tax had been levied since August 22, 2016. Since the five year term is imminent, proposal has been made on February 19, 2021 to the government for ending the tax. In addition to the case above, there are still lower priced steel materials importing to Taiwan and the impact is closely monitored.

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. Since the implementation of a three-year ultimate defensive measure on imported steel by EU on February 2, 2019, Taiwan’s export to EU has been limited. The new US administration was inaugurated on January 20, 2021, and has yet not to announce its policy on Section 232.

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, to deal with the energy policy of the government, the rise of green energy industry, the increase in solar power and wind power, all will contribute to related industries and the sale of coated steel.

In addition, President Biden’s trade policy toward China and the pandemic situation are still blocking the prospect of China’s economy and the steel market. To avoid any adverse impact, Taiwanese businessmen based in China have massively moved back to Taiwan, benefiting the 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 limited steel production to protect the environment in 2018 and introduced capacity duo control in 2021. With more rigorous environment protection policies, global protectionism and the trade war between the US

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and China, the steel industry reform will be on-going and more infrastructure will be done in China. The export of steel from China will decline as it did since 2016, rendering good prospect for the steel business 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. This prompted EU to adopt ultimate defensive measure on imported steel in February 2019. When there is over-supply of steel in EU and the US, the demand for imported products will drastically dwindle.

In November 2020, the "Regional Comprehensive Economic Partnership Agreement" (RCEP) was signed in the free trade negotiations between the 10 ASEAN countries plus China and 5 foreign countries (excluding India). Compared to major competitors: China, Japan and South Korea, Taiwan will be less competitive due to the lack of preferential tariff in Southeast markets. Also, Vietnam has increased steel capacity and utilization, becoming a competitor to Taiwan and massively hindering Taiwan’s steel export.

Under comprehensive vaccination, the world will be able to get over the impact of the pandemic gradually, bringing good prospect of the economy. In addition, Worldsteel released the demand for global steel in October 2020, predicting the demand to go down by 2.4% in 2020, but increase by 4.1% in 2021. After a difficult 2020, 2021 will be a drastic turn for the steel industry. Though there may still be challenges or fluctuations, Yieh Phui surely will cope with them 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 consolidated financial statements of Yieh Phui Enterprise Co., Ltd. and its subsidiaries (the “Group"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, 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, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

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

Revenue recognition

Please refer to Note 4.23 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 2020 as a key audit matter.

How the matter was addressed in our audit

Our key audit procedures included analyzing the industry trends, income types, product lines, and customers' two-year operating income status to confirm whether there are abnormal circumstances or centralized transactions and identify possible risks; understanding and testing the internal control procedure to assess the effectiveness of the relevant internal control for revenue recognition; conducting a sample test on the sales transactions of the top ten new customers to confirm the sales transaction actually occured and performing 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 $8,532,107 thousand (net of $8,777,453 thousand of total inventory less $245,346 thousand of allowance for inventory valuation loss) as of December 31, 2020, which accounted for 10.15% 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 drastic fluctuations of international metal price, we have thus included this item in the key audit matters.

How the matter was addressed in our audit

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

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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 $4,608,127 thousand and $4,796,695 thousand, representing 5.48% and 5.73% of total consolidated assets as of December 31, 2020 and 2019, and the share of profit of these associates accounted for using equity method amounted to ($178,629) thousand and 17,752 thousand, representing (30.65%) and (0.89%) 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 ($9,939) thousand and ($578) thousand, representing (16.17%) and 0.18% 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, 2020 and 2019 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.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure

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about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

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

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.

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YIEH PHUI ENTERPRISE CO., LTD CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

December 31,2020 Amount % $ 3,730,782 4 697,978 1 334,945 - 572,750 1 1,860,885 2 185,803 - 132,208 - 74,919 - 4,834 - 8,532,107 11 3,524,160 4 160,114 - 807,846 1 20,619,331 24 - - 725,334 1 13,864,013 17 46,222,080 55 495,998 1 101,583 - 374,347 - 960,802 1 20,769 - 222,895 - 10,777 - 414,441 1 63,413,039 76 $84,032,370 100	December 31,2019	December 31,2019
Amount $ 3,730,782 697,978 334,945 572,750 1,860,885 185,803 132,208 74,919 4,834 8,532,107 3,524,160 160,114 807,846 20,619,331 - 725,334 13,864,013 46,222,080 495,998 101,583 374,347 960,802 20,769 222,895 10,777 414,441 63,413,039 $84,032,370	Amount $ 5,023,717 428,279 822,605 845,312 1,682,946 789,857 190,469 2,940 10,559 7,749,584 1,935,447 23,342 1,405,930 20,910,987 289,289 709,886 14,661,318 43,146,104 526,096 622,562 432,499 983,851 11,590 925,853 - 532,827 62,841,875 $83,752,862	%
		6 1 1 1 2 1 - - - 9 2 - 2
		25
		- 1 18 50 1 1 1 1 - 1 - 1
		75
		100

-16-

December 31,2020 Amount % $ 14,925,307 17 1,289,365 2 14,495 - 2,119,604 3 469,760 1 995,914 1 1,753,874 2 14,393 - 93,802 - 70,070 - 8,419 - - - 5,322,794 6 27,077,797 32 28,561,294 34 2,205 - 73,501 - 28,038 - 439,736 1 18,685 - 29,123,459 35 56,201,256 67 18,905,695 22 4,929,007 6 2,866,052 3 559,232 1 163,734 - (954,509) (1) 26,469,211 31 1,361,903 2 27,831,114 33 $84,032,370 100	December 31,2019	December 31,2019
Amount $ 14,925,307 1,289,365 14,495 2,119,604 469,760 995,914 1,753,874 14,393 93,802 70,070 8,419 - 5,322,794 27,077,797 28,561,294 2,205 73,501 28,038 439,736 18,685 29,123,459 56,201,256 18,905,695 4,929,007 2,866,052 559,232 163,734 (954,509) 26,469,211 1,361,903 27,831,114 $84,032,370	Amount $ 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 27,611,293 28,009,760 2,533 81,469 29,577 550,777 17,533 28,691,649 56,302,942 19,133,275 4,884,281 2,866,052 559,232 (614,438) (978,171) 25,850,231 1,599,689 27,449,920 $83,752,862	%
		19 1 - 1 1 1 2 - - - - - 8
		33
		33 - - - 1 -
		34
		67
		23 6 3 1 (1) (1)
		31
		2
		33
		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
		2020		2019
		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 Interest income Other income Other gains and losses Finance costs Share of profit (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 (expense) 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(39) 6(39)	$55,421,795 (51,270,778)	100 (93)	$59,687,597 (57,138,479)	100 (95)
		4,151,017 (2,015,222) (909,885) (92,748) (76)	7 (3) (2) - -	2,549,118 (2,380,383) (954,670) (91,803) (17,455)	5 (4) (2) - -
		(3,017,931)	(5)	(3,444,311)	(6)
		1,133,086	2	(895,193)	(1)
		105,057 546,409 824,336 (1,146,553) (879,545)	- 1 1 (1) (2)	124,964 535,892 632,134 (1,315,673) (1,067,590)	- 1 1 (2) (2)
		(550,296)	(1)	(1,090,273)	(2)
		582,790 (65,202)	1 -	(1,985,466) 285,181	(3) -
		517,588	1	(1,700,285)	(3)
		43,250 (11,208) 155,183 (8,650) 62,132 (155,248) (23,984)	- - - - - - -	84,399 (15,997) (19,582) (16,880) (317,854) (116,231) 72,875	- - - - (1) - -
		61,475	-	(329,270)	(1)
		$579,063	1	$ (2,029,555)	(4)
		$735,238 (217,650)	1 -	$ (1,401,081) (299,204)	(2) (1)
		$517,588	1	$ (1,700,285)	(3)
		$813,293 (234,230)	1 -	$ (1,745,191) (284,364)	(4) -
		$579,063	1	$(2,029,555)	(4)
		$0.39		$(0.73)
		$0.39		$ (0.73)

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	Capital Surplus		Retained Earnings			Other Equity Item		TreasuryStock	Shareholders of the parent	Non-controlling Interests	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	Gain (Loss) on Hedging Instruments
$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 (21) - -	2,866,052 - - -	559,232 - - -	(614,438) (1,339) 735,238 53,637	(1,090,046) - - (97,490)	105,537 - - 121,862	6,338 - - 46	- - - -	25,850,231 (1,360) 735,238 78,055	1,599,689 - (217,650) (16,580)	27,449,920 (1,360) 517,588 61,475
-	-	-	-	788,875	(97,490)	121,862	46	-	813,293	(234,230)	579,063
- (227,580) - - - -	- 42,373 2,374 - - -	- - - - - -	- - - - - -	- - - (10,120) - 756	- - - - - -	- - - - - (756)	- - - - - -	(185,207) 185,207 - - - -	(185,207) - 2,374 (10,120) - -	- - (2,374) 10,120 (11,302) -	(185,207) - - - (11,302) -
$18,905,695	$4,929,007	$2,866,052	$559,232	$163,734	$(1,187, 536)	$226,643	$6,384	$ -	$26,469,211	$1,361,903	$27,831,114

The accompanying notes are an integral part of the consolidated 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
	2020	2019
1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit and loss : Depreciation Amortization Expected credit loss Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of(gain) lossof associates 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 noncurrent assets held for sale Gain on disposal of investments Other income recognized from rent concessions Others Total adjustments to reconcile profit and loss Changes in operating assets and liabilities Net changes in operating 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 Decrease (increase) in other financial assets Decrease (increase) in other operating assets Total net changes in operating assets	$582,790 1,652,369 40,493 76 12,267 1,146,553 (105,057) (43,344) 879,545 14,764 16,699 (750,473) (49,270) - (413) (580)	$ (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)
	2,813,629	3,237,745
	27,701 488,914 272,469 (179,085) 603,990 (73,797) (782,523) (1,573,613) (3,714) (10,777)	23,615 (290,493) 805,737 289,776 377,419 130,600 2,597,867 (49,671) 576 -
	(1,230,435)	3,885,426

-20-

Year Ended December 31

Item	2020	2019
Net changes in operating liabilities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in advance receipts Increase (decrease) in net defined benefit liability Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities 2.CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income 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 method Acquisition 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	1,146,817 (330,205) (192,913) 180,797 2,996 (72) (67,791)	(437,711) (356,484) (56,921) (35,189) (20,286) 3 (98,138)
	739,629	(1,004,726) 2,880,700 6,118,445
	(490,806)
	2,322,823
	2,905,613 110,396 43,344 (1,156,347) (56,870)	4,132,979 125,400 106,632 (1,325,093) (218,243)
	1,846,136	2,821,675
	(58,620) 15,876 16,087 - (84,537) - 140 (190) 137,531 (4,599,380) 620 702,958	(15,000) - 4,234 550,145 (372,387) 203 679 (1,652) 566,075 (4,251,566) 329 424,764

-21-

Year Ended December 31

Item	2020	2019
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 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 Increase (decrease) in other noncurrent liabilities Cash dividends paid Payments for buy-back of treasury shares 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	(12,637) (7,943) (20,065) 1,177,685 720,184 (197)	(4,768) (1,187) (13,930) 434,619 (715,757) (4,056)
	(2,012,488)	(3,399,255)
	(672,439) 358,000 6,114,376 (6,612,879) 1,152 (8,400) (1,539) - (185,207) (11,302)	(403,890) 94,000 8,669,625 (8,378,067) 2,784 (9,325) (3,277) (187,581) - 20,064
	(1,018,238)	(195,667)
	(108,345)	274,038
	(1,292,935) 5,023,717	(499,209) 5,522,926
	$3,730,782	$5,023,717

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

-22-

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

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, 2020 and 2019, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies.

In our opinion, 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, 2020 and 2019, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the standalone Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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, 2020. These matters were addressed in the context of our audit of the standalone financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

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

-23-

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 2020 as a key audit matter.

How the matter was addressed in our audit

Valuation of inventory

Please refer to Note 4.7 to the standalone financial statements for the accounting policy on inventories; Note 5.2.(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 $3,351,119 thousand (net of $3,352,306 thousand of total inventory less $1,187 thousand of allowance for inventory valuation loss) as of December 31, 2020, which accounted for 7.32% 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 drastic 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

-24-

associates accounted for using equity method amounted to $(175,775) thousand and $17,477 thousand, representing (20.99%) and (1.00%) 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 $(10,372) thousand and $(857) thousand, representing (13.29%) and 0.25% 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 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 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.

-25-

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

-26-

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 24, 2021

Notice to Readers

The accompanying parent company only 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 accepted and applied in the Republic of China.

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

-27-

YIEH PHUI ENTERPRISE CO., LTD STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

December 31,2020 Amount % $ 338,824 1 234,138 1 322,636 1 27,788 - 1,101,844 2 234,163 1 110,574 - 99 - 3,351,119 7 231,594 1 159,832 - 164,162 - 6,276,773 14 - - 690,916 2 29,773,995 65 7,108,161 14 298,214 1 443,349 1 705,423 2 422,407 1 46,238 - 39,488,703 86 $45,765,476 100	December 31,2019	December 31,2019
Amount $ 338,824 234,138 322,636 27,788 1,101,844 234,163 110,574 99 3,351,119 231,594 159,832 164,162 6,276,773 - 690,916 29,773,995 7,108,161 298,214 443,349 705,423 422,407 46,238 39,488,703 $45,765,476	Amount $ 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 6,798,509 220,577 704,405 29,201,599 7,386,910 303,393 964,339 799,215 1,139,390 160,138 40,879,966 $47,678,475	%
		1 1 2 - 2 1 - - 7 - - -
		14
		- 1 62 15 1 2 2 3 -
		86
		100

-28-

December 31,2020 Amount % $ 7,911,299 18 599,115 1 515,069 1 345,662 1 405,811 1 6,031 - 463,749 1 52,176 - 70,000 - 10,307 - 1,988,415 4 12,367,634 27 6,324,384 14 199,663 - 402,584 1 2,000 - 6,928,631 15 19,296,265 42 18,905,695 41 4,929,007 11 2,866,052 7 559,232 1 163,734 - (954,509) (2) 26,469,211 58 $45,765,476 100	December 31,2019	December 31,2019
Amount $ 7,911,299 599,115 515,069 345,662 405,811 6,031 463,749 52,176 70,000 10,307 1,988,415 12,367,634 6,324,384 199,663 402,584 2,000 6,928,631 19,296,265 18,905,695 4,929,007 2,866,052 559,232 163,734 (954,509) 26,469,211 $45,765,476	Amount $ 8,136,122 598,840 500,945 615,689 496,418 339,516 401,777 50,819 7,630 9,639 1,636,335 12,793,730 8,319,270 209,141 504,003 2,100 9,034,514 21,828,244 19,133,275 4,884,281 2,866,052 559,232 (614,438) (978,171) 25,850,231 $47,678,475	%
		18 1 1 1 1 1 1 - - - 3
		27
		18 - 1 -
		19
		46
		40 10 6 1 (1) (2)
		54
		100

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

-29-

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
	2020		2019
	Amount	%	Amount	%
6(26) 6(6) 6(28) 6(29) 6(30) 6(31) 6(32) 6(33) 6(34) 6(34)	$20,936,210 (19,419,910)	100 (93)	$24,971,014 (24,305,157)	100 (97)
	1,516,300 (824,390) (323,542)	7 (3) (2)	665,857 (905,328) (332,784)	3 (4) (1)
	(1,147,932)	(5)	(1,238,112)	(5)
	368,368	2	(572,255)	(2)
	73,103 429,017 649,638 (382,190) (300,571)	- 2 3 (2) (1)	10,799 526,172 671,353 (430,122) (1,946,275)	- 2 3 (2) (8)
	468,997	2	(1,168,073)	(5)
	837,365 (102,127)	4 -	(1,740,328) 339,247	(7) 1
	735,238	4	(1,401,081)	(6)
	37,591 (12,402) 157,828 (7,518) (73,460) (23,984)	- - - - - -	55,074 (16,454) (5,131) (11,015) (439,459) 72,875	- - - - (2) (1)
	78,055	-	(344,110)	(1)
	$813,293	4	$(1,745,191)	(7)
	$0.39		$ (0.73)
	$0.39		$ (0.73)

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

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

(In Thousands of New Taiwan Dollars)

Common Stock	Capital Surplus		Retained Earnings			Other EquityItem		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	Gain (loss) on Hedginginstruments
$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)
-	-	-	-	(1,326,252)	(366,243)	(52,355)	(341)	(1,745,191)
- -	1,136 -	- -	- -	- (9,673)	- -	- -	- -	1,136 (9,673)
19,133,275 - - -	4,884,281 (21) - -	2,866,052 - - -	559,232 - - -	(614,438) (1,339) 735,238 53,637	(1,090,046) - - (97,490)	105,537 - - 121,862	6,338 - - 46	25,850,231 (1,360) 735,238 78,055
-	-	-	-	788,875	(97,490)	121,862	46	813,293
- (227,580) - - -	- 42,373 2,374 - -	- - - - -	- - - - -	- - - (10,120) 756	- - - - -	- - - - (756)	- - - - -	(185,207) - 2,374 (10,120) -
$18,905,695	$4,929,007	$2,866,052	$559,232	$163,734	$(1,187,536)	$226,643	$6,384	$26,469,211

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

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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
	2020	2019
1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit and loss: Depreciation Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (gain) of associates, subsidiaries and joint ventures Loss on disposal and retirement of property, plant and equipment Gain on disposal of investment properties Gain on disposal of non-current assets held for sale Gain on disposal of investments Other income recognized from rent concessions Others Total adjustments to reconcile profit and loss Changes in operating assets and liabilities Net changes in operating 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 Net changes in operating 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 (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities	$ 837,365 509,644 (3,673) 382,190 (73,103) (42,969) 300,571 10,968 (750,788) (49,270) - (413) 3,252	$ (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
	286,409	2,118,766
	16,335 419,031 (22,943) (3,886) 16,504 (332) (37,106) (41,153)	26,837 (205,844) 24,052 (204,497) 460,991 97,835 469,891 98,840
	346,450	768,105
	14,124 (270,027) (90,607) (333,485) 47,937 1,357 (63,829)	(325,886) (10,826) (207,374) 332,774 (59,659) (17,139) (53,082)
	(694,530)	(341,192)
	(348,080)	426,913
	(61,671)	2,545,679
	775,694 73,452 219,732 (395,102) (39,888)	805,351 10,878 184,287 (428,214) (150,981)
	633,888	421,321

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Item	Year Ended December 31	Year Ended December 31
	2020	2019
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 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 method Acquisition 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 Acquisition of right-of-use assets Acquisition of investment properties Proceeds from disposal of investment properties Decrease (increase) in other financial 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 Payments for buy-back of treasury shares Net cash generated from (used in) financing activities 4.NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6.CASH AND CASH EQUIVALENTS, END OF YEAR	$ (15,000) 16,087 284,488 (1,559,693) - 581,023 (190) 137,461 (208,317) - 716,983 (7,943) (20,065) 1,178,282 4,974	$ (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) 434,619 117,060
	1,108,090	774,934
	(224,823) - 200,000 (1,848,307) (100) (10,247) - (185,207)	507,740 100,000 - (1,267,473) 100 (10,574) (187,581) -
	(2,068,684)	(857,788)
	(326,706) 665,530	338,467 327,063
	$338,824	$665,530

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

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2. The Auditing Committee Audits the Final Financial Statement of 2020

Report of the Auditing Committee

Yieh Phui Enterprise Co., Ltd

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

the 2021 the Stockholder’s Meeting of Yieh Phui

Chairman of the Auditing Committee: Yang Der-Yuan

March 24 2021

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3. The Remuneration of the employees and directors for 2020

Explan : 1. The Remuneration of the employees and directorsn for 2020 had been approved

by the board of directors on March 24, 2021 and to be paid in cash.
The remuneration for the employees is NT$447,196
The remuneration for the directors is NT$223,598

III Matters for Approval

Proposal 1 ： Proposed by the board of directors

Brief ： Approve the final financial statement for 2020

Explain ： 1.The 2020 operating report, the individual entity report and consolidated financial statement. Please refer to the program of the meeting.
The individual entity report and the consolidated financial statement have been done and audited by accounts Huang, Ling-Wen and Tsai, Shu-Man of Crowe Horwath (TW)CPAs.
The above financial statements and operating report has been audited by the Auditing Committee.
To be approved.

Resolution：

Proposal 2 ： Proposed by the board of directors

Brief ： Approve the distribution of retained earnings for 2020

Explain ：Yieh Phui plans to distribute earnings of 2020 as the table below:

Yieh Phui Enterprise Co., Ltd

	Yieh Phui Enterprise Co., Ltd
	Earnings Distribution Table
	2020	Unit:NT$
	Item	Amount
Deficit	to be offset beginning of year	(614,437,690)
Add	:Remeasurement on defined benefit plans	53,636,691
	recognized in retained earnings
Less	:Changes in associates and joint ventures	(1,338,826)
	accounted for using equity method
Less	:Changes in subsidiaries' ownership	(10,119,739)
Add	:instruments at fair value through other	756,000
	comprehensive income
Add	:Net income	735,237,746
Less	:Legal reserve	(16,373,418)
Less	:special reserve	(147,360,764)
Distributable earnings		0
Less	:Shareholders’ dividend	0
Unallocated earnings,end ofyear		0

Resolution:

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IV Matters for Discussion

Proposal 1 ： Proposed by the Board of Directors

Brief ： Proposal on modifying the “Rules of Procedure for Shareholders Meetings”

Explain ： 1. Based on 3 June 2020 Public Announcement No. Taiwan-Stock-Governance10900094681

and 28 January 2021 Public Announcement No.Taiwan-Stock-Governance1100001446
of 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 ” before the changes are listed at attachment 1 and 2.

Resolution：

Proposal 2 ： Proposed by the Board of Directors

Brief ： Proposal on modifying “Regulations Governing the Election of Directors ”.

Explain ： 1. Based on 3 June 2020 Public Announcement No. Taiwan-Stock-Governance 10900094681 of the Taiwan Stock Exchange Corporation; the company proposes to modify the“Regulations Governing the Election of Directors”..
The modified and comparison table of the“Regulations Governing the Election of Directors” before the changes are listed at attachment3 and 4.

Resolution：

V Extempore Motions

VI Adjournment

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VII Annex

Annex 1

YIEH PHUI ENTERPRISE CO., LTD

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

Before and After Revision

BEFORE THE REVISION AFTER THE REVISION Article 2(Convening shareholder meeting Article2(Convening shareholder meeting and and meeting notice) meeting notice) Items 1 to 3 omitted. Items 1 to 3 omitted. The election or dismissal of directors, The election or dismissal of directors, change in change in the Articles of Incorporation, the Articles of Incorporation, reduction of capital, reduction of capital, application for the application for the approval of ceasing its status approval of ceasing its status as a public as a public company, approval of competing with company, approval of competing with the the company by directors, surplus profit company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, distributed in the form of new shares, the reserve distributed in the form of new company’s dissolution, merger, segmentation, or shares, the company’s dissolution, merger, the matters stated in Article 185 Paragraph 1 of segmentation, or the matters stated in the Company Act, matters concerning Item 1 of Article 185 Paragraph 1 of the Company Article 26 and Article 43 Item 6 of Securities and Act, must be itemized and explain the main Exchange Act and Regulations Governing the themes, not to be proposed via extempore Offering and Issuance of Securities by Securities motion. The main content has to be posted Issuers Item 1 of Article 56 and Item 2 of Article at the web site specified by the authority or 60, must be itemized and explain the main the company, with the web address clearly themes, not to be proposed via extempore shown on the notification. motion.

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.

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

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included for discussion.

The following is omitted.

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

The Chairman shall call the meeting to order at the meeting time; however, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. The following is omitted. Article 13 (Election matters) The election of directors in the shareholders meeting, if any, should be handled in accordance with the election regulations defined by the Company; also, the election result should be announced at the scene, including the list of the elected directors and the respective elected voting rights.

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

Article 8

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

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

Article 13

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

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Annex 2

YIEH PHUI ENTERPRISE CO., LTD.

Rules of Procedure for Shareholders Meetings

Amended on 6.24.2021

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

The election or dismissal of directors, change in the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the company’s dissolution, merger, segmentation, or the matters stated in Article 185 Paragraph 1 of the Company Act, matters concerning Item 1 of Article 26 and Article 43 Item 6 of Securities and Exchange Act and Regulations Governing the Offering and Issuance of Securities by Securities Issuers Item 1 of Article 56 and Item 2 of Article 60, must be itemized and explain the main themes, not to be proposed via extempore motion.

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

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Shareholders who have held more than 1% of the total outstanding shares may propose motions in writing to the Company’s shareholders meeting. However, they are limited to one motion and the remaining proposed motions will not be included for discussion. The Board of Directors may not have the motions proposed by shareholders that are subject to Article 172.1 Paragraph 4 of the Company Law included for discussion. Stockholders may propose matters that may encourage the company to promote public benefits or social responsibility. Based on the procedural regulation of Item 1 of Article 172 of the Company Act, the number of such proposals is limited to one. The rest of them will not be discussed.

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

place, and acceptance time announced prior to the stock cut-off date before convening the shareholders meeting. In addition, the acceptance period shall not be less than ten days.

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

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

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

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

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

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

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

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

Article 6 (Shareholders meeting presiding chairman and attending staff)

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

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

The shareholders meeting convened by the Board of Directors should be chaired by the Chairman in person and attended by a majority of the board directors( 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.

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

The Company may appoint the contracted attorney, CPA, or the related
personnel to attend the shareholders meeting.
Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly.
The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.
Article 8 The attendance at the shareholders meeting shall be based on the ownership of stock shares. The attending shares are based on the signatures on the attendance registry or the attendance registry card submitted, and the number of shares used to exercise voting rights in writing or electronically.
The Chairman shall call the meeting to order at the meeting time, and at the same time announces related information on non-voting shares and the number of shares present.
However, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month.
If the attending shareholders represent a majority of the outstanding stock shares before the end of the meeting, the Chairman may have the pseudo-resolution proposed to be resolved in the shareholders meeting in accordance with Article 174 of the Company Law.
Article 9 (Motion discussion)
The Chairman of the Board of Directors shall determine the agenda of the shareholders meeting convened by the Board of Directors. all relevant proposals, including extempore motion and revision of original agenda , must be determined by vote,The shareholders meeting should be conducted in accordance with the scheduled agenda and may not be changed without a resolution reached in the shareholders meeting.

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

The Chairman may not have the meeting adjourned discretionally before the meeting agenda in the preceding two paragraphs completed with all motions discussed. For the violation of the Chairman against the Rules of Procedure for Shareholder Meetings by having the meeting adjourned discretionally, the other board directors shall promptly assist the attending shareholders to elect a Chairman to continue the meeting in accordance with the legal procedures and with the consent of the attending shareholders representing a majority of the voting rights. The Chairman should give the amendments and motions proposed by shareholders an opportunity for full explanation and discussion; also, the Chairman who believes that the motion in discussion is ready for voting may announce to stop discussion and start voting, There has to be sufficient time for casting ballot

Article 10 (Shareholders’ statement)
Shareholders who wish to speak in the meeting shall fill out the statement slip with the gist of the statement, shareholders account number (or attendance certificate number), and account name detailed in advance for the Chairman to determine the sequence of speakers. Shareholders who have submitted statement slips but do not speak in the meeting are considered as having made no statement. For any discrepancy found between the opinions given in the meeting and the statement slip submitted, the opinions given in the meeting shall prevail. Shareholders may not comment twice on the same motion without the consent of the Chairman and may not be for more than five minutes each time. However, The Chairman may instruct shareholders to stop speaking if they have spoken outside the scope of the motion.

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

If the institutional shareholders have two or more representatives delegated to attend the meeting, only one of the representatives may speak on the same motion.
The Chairman may have the questions raised by the attending shareholders replied personally or by the designated personnel.
Article 11 Calculation of the voting shares and recusal system)
The count of the votes casted in the shareholders meeting shall base on the ownership of stock shares.

For the count of the votes casted in the shareholders meeting, the shares held by the shareholders without voting rights will not be included for the calculation of the total outstanding stock shares. The shareholders who are the stakeholders of the motion in discussion that are detrimental to the interests of the Company may not join the voting process and may not exercise voting rights on behalf of other shareholders.

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

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

Article 12 Shareholders are entitled to one voting right per share except for those subject to restrictions or those without voting right listed in Article 179 Paragraph 2 of the Company Law.
the company is to have voting rights exercised electronically and in writing in the shareholders meeting). When the voting right is exercised in writing or electronically, the method should be stated in the shareholders meeting notice. Shareholders who have exercised their voting rights in writing or by an electronic mean will be deemed as to attend the shareholders meeting in person. However, in respect of the motion or the amendment to the original motion in the shareholders meeting, it will be considered as a waiver; therefore, the Company should avoid proposing a motion and amendment to the original motion. For the voting right exercised in writing or electronically in the preceding paragraph, the intention should be expressed to the Company two days prior to the shareholders meeting. For the intention expressed in duplication, the first delivery shall prevail, unless the first delivered intention is revoked by declarations.
After exercising their voting rights in writing or by an electronic mean, if the shareholders decide to attend the shareholders meeting in person, they shall have the intension of exercising voting right in writing or in an electronic mean revoked the same way it was expressed two days prior to the shareholders meeting. For any delay in revoking the intension expressed, the voting right exercised in writing or in an electronic mean shall prevail. If the voting rights are exercised in writing or by electronic means; also, proxy is issued for the representative to attend the shareholders meeting, the voting rights exercised by proxy shall prevail. The motion voted in the shareholders meeting is deemed as passed with the consent of a majority of the attending shareholders, unless otherwise provided by the Company Law and the Company’s Articles of Incorporation. In terms of voting, the Chairman or the designee shall announce the total number of voting rights of the attending shareholders for each motion proposed.

The motion voted in the shareholders meeting is deemed as passed with the attending shareholders consulted by the Chairman and no objection raised, which is with the same effectiveness as a vote. For any objection raised, the respective motion should be resolved by a vote as stated in the preceding paragraph. If all motions are voted by shareholders on a case-by-case basis, the results of shareholder approval, objection, and

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waiver should be posted on the Market Observation Post System (MOPS) in the shareholders meeting date.

The amendment or substitute of the same motion, if any, is to be merged into the original motion by the Chairman for determining the voting priority. However, if one of the motions is passed, the other motions shall be deemed as vetoed without the need of further voting. The scrutineers and counting personnel that are needed for voting on a motion are to be designated by the Chairman; however, the said scrutineers must be appointed among the shareholders.

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

Article 13 (Election matters)

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

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.
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.

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Article 15 (Public announcement)

The statistic reports of the number of shares solicited by the solicitors and the number of shares by proxy that is prepared in accordance with the specific format should be disclosed at the scene of the meeting. For the matters resolved in the shareholders meeting that are defined as material information in accordance with the governing law and regulations and stock competent authorities, the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS).
Article 16 (The maintenance and order of meeting venue)
The shareholders meeting staffs shall wear identification card or armbands.

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

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

Shareholders who have violated the Rules, Governing the Conduct of Shareholders Meetings, disobeyed the instruction of the Chairman, and hindered the meeting process without complying with the discipline guidelines, the Chairman may command the picketers or the security guards to have the offenders escorted to leave the meeting venue.
Article 17 (Meeting in recess and in session)
The Chairman may announce the meeting as in recess at his discretion, may have the meeting suspended upon the occurrence of force majeure and may announce the meeting as back in session, depending on the actual practice.

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

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

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

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Annex 3

YIEH PHUI ENTERPRISE CO., LTD

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

	Before and After Revision	Before and After Revision
	BEFORE THE REVISION	AFTER THE REVISION
	Article 1 The Regulations Governing the Election of Directors are enacted in accordance with the Company Act and the Company’s Articles of Incorporation. The election of the Company’s directors is to be processed in accordance with the Regulations Governing the Election of Directors and Supervisors.	Article 1 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Regulations.
	Article 2 The election of the Corporation’s directors is to be held in the shareholders meeting.	Article 2 The election of the Corporation’s directors shall be conducted in accordance with the procedures of the candidate nomination system prescribed in Article 192 of the CompanyLaw.
	Article 3 The election of the Corporation’s directors is handled in accordance with the open ballot method. In terms of the elector’s open ballot method, the name of the elector is indicated by the attendance card number printed on the ballot. The elector’s equity stated in the shareholders registry shall prevail.Each stock share contains the number of voting rights equivalent to the number of directors and supervisors to be elected; also, the voting rights can be cast for one or more candidates.	Article 3 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
	Article 6 The Board of Directors should have ballots printed with the Corporation’s seal affixed. In addition, the attendance card number and voting rights should be printed on the ballots. Ballots will not be printed for those votes casted electronically.	Article 6 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Ballots will not be printed for those votes casted electronically.

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Article 7 Article 7 The Chairman is to have several Before the election begins, the chair scrutineers and counting personnel shall appoint a number of persons with appointed at the beginning of the shareholder status to perform the election to execute the relevant respective duties of vote monitoring and missions. counting personnel. Article 8 Article 8 The Board of Directors is to prepare the The ballot boxes shall be prepared by ballot boxes and the scrutineers are to the board of directors and publicly have them opened for inspection before checked by the vote monitoring voting. personnel before voting commences.

Article 11 The ballots with any of the following conditions are considered as invalid votes.

1.The ballots prepared by the Board of Directors which are not used.

2.Blank ballots are cast into the ballot box.

3.Ballots which are torn, damaged, or stained and the name of the candidate elected on the ballot is beyond recognition. Ballots are illegible or obliterated; however, writing corrections or additions and deletions are not subject to such restrictions.

Article 11 A ballot is invalid under any of the following circumstances:

1.The ballot was not prepared by a person with the right to convene.
2.A blank ballot is placed in the ballot box.
3.The writing is unclear and indecipherable or has been altered.
4.The candidate whose name is entered in the ballot does not conform to the director candidate list.
5.Other words or marks are entered in addition to the number of voting rights allotted.

4.The name or title and account number of the candidate elected on the ballot who is a shareholder is different from the information in the shareholder registry.

5.The name of the candidate on the ballot is same as other shareholders, but lack of the shareholders account number or I.D. Card number detailed for identification.

6.In addition to the candidate’s name, shareholder’s account number, I.D. Card number, corporate I.D. number, and the number of distribution rights, the ballot is filled with other written text.

7.Failure to have the attendance card submitted to complete the check-in procedure.
8.The name of two or more than two candidates is filled in on the ballot.
9.The candidate stated on the ballot is a

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non-shareholder natural person whose name is different from the identification document. 10. The independent directors or non-independent directors stated on the ballot are not on the candidate list of independent directors or non-independent directors. 11. The candidate stated on the ballot is a legal person or the representative of the institutional shareholder; also, the name of the legal person or institution shareholders and account number on the ballot are different from the information in the shareholder registry.
Article 12 The votes are to be counted in public at the end of the voting. The Chairman is to announce the voting results. The Corporation’s Board of Directors will issue a notice to each elected director.	Article 12 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site, the board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 14 If there are any issues that are not covered by these Regulations, they shall be handled in accordance with the Company Act, the company's Articles of Incorporation.	Article 14 If there are any issues that are not covered by these Regulations, they shall be handled in accordance with the Company Act, the company's Articles of Incorporation and other relevant laws and regulations.

non-shareholder natural person
whose name is different from the
identification document.
10. The independent directors or
non-independent directors stated
on the ballot are not on the
candidate list of independent
directors or non-independent
directors.
11. The candidate stated on the ballot is
a legal person or the representative
of the institutional shareholder;
also, the name of the legal person
or institution shareholders and
account number on the ballot are
different from the information in
the shareholder registry.

Article 12
The votes are to be counted in public at
the end of the voting. The Chairman is
to announce the voting results. The
Corporation’s Board of Directors will
issue a notice to each elected director.

Article 12
The voting rights shall be calculated on
site immediately after the end of the
poll, and the results of the calculation,
including the list of persons elected as
directors and the numbers of votes with
which they were elected, shall be
announced by the chair on the site, the
board of directors of this Corporation
shall issue notifications to the persons
elected as directors.

Article 14
If there are any issues that are not
covered by these Regulations, they shall
be handled in accordance with the
Company Act, the company's Articles of
Incorporation.

Article 14
If there are any issues that are not
covered by these Regulations, they shall
be handled in accordance with the
Company Act, the company's Articles of
Incorporation and other relevant laws
and regulations.

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Annex 4

YIEH PHUI ENTERPRISE CO., LTD.

Regulations Governing the Election of Directors

Article 1: Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Regulations.

Article 2: The election of the Corporation’s directors shall be conducted in accordance with the procedures of the candidate nomination system prescribed in Article 192 of the Company Law. Article 3: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Article 4: For the number of the Company’s directors and supervisors to be elected according to the Company’s Articles of Incorporation, the candidates are elected as independent directors, directors, or supervisors in that order depending on the votes received from the electronic voting platform and vote statistics. If two or more candidates received the same votes that made the number of elected exceeding the quota, it will be resolved by a draw. Also, the Chairman is to take a draw on behalf of those who did not appear to take a draw. The candidate who has been elected as a director and supervisor at the same time in the preceding paragraph should decide to act as a director or supervisor, or, the candidate who has been elected as a director or supervisors and then is disqualified due to inconsistent personal data or the governing laws and regulations will be replaced by the candidate who had received the highest votes in the original election that is to be announced in the shareholders meeting.

Article 5: The representatives of the government agency or legal person that is a shareholder can be elected as the director . If there is more than one representative delegated, each representative can be elected separately but may not be elected at the same time as the director. Article 6: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting

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

Article 7: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 8: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 9: Electors must indicate the name and account number or I.D. Card Number of the candidates on each ballot. If the candidate is a government agency or legal person, the name of the government agency or legal person and their representatives must be filled in the “candidate” column of each ballot.
Article 10: The director’s ballots casted for the election of directors and independent directors should be counted and elected separately.
Article 11:[A ballot is invalid under any of the following circumstances: ]
The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to the number of voting rights allotted.
Article 12: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site, the board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 13: The elected directors who do not comply with Article 26.3 Paragraph 3 Clause 4 of the Securities and Exchange Act will be disqualified.
Article 14: If there are any issues that are not covered by these Regulations, they shall be handled in accordance with the Company Act, the company's Articles of Incorporation and other relevant laws and regulations.

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VIII Appendix Appendix 1

YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter

Chapter 1 General Rules

Article 1: The Company was organized pursuant to the limited corporation provisions of the Company Act and the English named as “Yieh Phui Enterprise Co., Ltd.”
Article 2: The Company’s business services are as follows:
A102080 Horticulture
C801010 Basic Industrial Chemical Manufacturing
C901990 Other Non-metallic Mineral Products Manufacturing
CA01010 Iron and Steel Refining
CA01020 Iron and Steel Rolls over Extends and Crowding
CA01030 Iron and Steel Casting
CA01050 Iron and Steel Rolling, Drawing, and Extruding
CA01060 Steel Wires and Cables Manufacturing
CA02010 Metal Architectural Components Manufacturing
CA02090 Metal line Products Manufacturing
CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified
CA04010 Metal Surface Treating
CB01010 Machinery and Equipment Manufacturing
CB01990 Other Machinery Manufacturing Not Elsewhere Classified
CC01080 Electronic Parts and Components Manufacturing
CD01030 Automobiles and Parts Manufacturing
CD01040 Motor Vehicles and Parts Manufacturing
F101100 Wholesale of Flowers
F106010 Wholesale of Ironware
F111090 Wholesale of Building Materials
F113010 Wholesale of Machinery
F114030 Wholesale of Motor Vehicle Parts and Supplies
F199990 Other Wholesale Trade
F201070 Retail sale of Flowers
F206010 Retail Sale of Ironware
F211010 Retail Sale of Building Materials
F213080 Retail Sale of Machinery and Equipment
F214030 Retail Sale of Motor Vehicle Parts and Supplies
F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
F401010 International Trade
E103011 Steel Construction
H701010 Residence and Buildings Lease Construction and Development
H701040 Specialized Field Construction and Development
H701060 New County and Community Construction and Investment
H703090 Real Estate Commerce
H703100 Real Estate Rental and Leasing
JE01010 Rental and Leasing Business

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

Chapter 2 Stock shares

Article 5: The Company’s total authorized capital amounted to NT$20 billion with 2 billion shares issued at NT$10 per share in installments.
Article 5.1: The Company has stock shares transferred to employees at an average price lower than the actual repurchase price, has stock option certificates issued to employees at a price below the market price (net share value) that is resolved with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing two thirds of the voting rights.
Article 6: The 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 Depository Institution for registration.
Article 7: Shareholders should have their name/title and domicile/residence reported to the Company, fill out the signature card and then send it to the Company for filing. The loss or destruction of the seal or for other reasons the seal specimen needed to be replaced should be processed in accordance with the Regulations Governing the Handling of Stock Affairs by Public Companies.
Article 8: The transferor and the transferee shall fill out an “Application for Transfer of Shares” together with the transferred shares submitted to the Company to apply for stock transfer that cannot be used against the Company until it is post to the shareholder registry.
Article 9: The lost or damaged stocks, if any, are to be processed in accordance with the Company Act and general law and regulations.
Article 10: (Deleted) Article 11: The stock cut-off date is 60 days prior to the general shareholders meeting, 30 days prior to the extraordinary shareholders meeting, or 5 days prior to the baseline date announced by the Company for the distribution of dividends, bonuses, and other benefits.

Chapter 3 Shareholders meeting

Article 12: Shareholders meetings include general shareholders meetings and extraordinary shareholders meetings. General shareholders meetings are held once a year

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and they are to be convened within 6 months after the fiscal year. The Board of Directors will notify all shareholders 30 days in advance. In addition, an extraordinary shareholders meeting will be convened if necessary.
Article 13: Shareholders who are unable to attend a shareholders meeting for valid reasons may issue a proxy provided by the Company with the scope of authorization specified to have the representative attended the meeting on their behalf. Attending shareholders meeting by proxy is to be handled in accordance with Article 25.1 of the Securities and Exchange Act.
Article 14: The Chairman of the Board of Directors is to chair the shareholders meeting. If the Chairman is on leave or unable to exercise powers, the meeting is to be chaired by a director designated by the Chairman. If there is not a director designated, one director shall be elected among the directors to chair the meeting.
Article 15: Shareholders of the Company are entitled to one voting right per share except for those without voting right listed in Article 179 of the Company Act.
Article 16: The resolution reached in the shareholders meeting is deemed passed that are with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing a majority of the voting right, unless otherwise provided by the Company Act.
Article 17: The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The Company may have the minutes of meeting in the preceding paragraph distributed by announcement. The minutes of meeting should be prepared in accordance with the year, month, date, place, the Chairman’s name, resolution methods, and the gist and result of the proceeding; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies.

Chapter 4 Directors

Article 18: The Company is with 7 directors appointed by a nomination system. They are elected among the competent shareholders in the shareholders meeting in accordance with Article 198 of the Company Act. Directors and supervisors are appointed for a term of 3-year and can be appointed for the 2[nd] term. Also, the minimum shareholding ratio of the directors shall comply with the requirements of the securities competent authorities.
A majority of the Company’s directors should not be in any of the following relationships:
Spouse
Secondary relatives
Article 18.1: For the number of directors stated in the preceding paragraph, there must be at least three independent directors, which may not be less than one fifth of the total number of directors. The professional qualifications of the independent directors, shareholdings, part-time job constraints, the nomination and election methods, and other binding matters should be handled in accordance with the

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relevant requirements of the securities competent authorities. Article 19: Directors at the expiry of their terms of office, due to delays in re-election, shall continue to perform duties until the newly elected directors are ready to take over the office. However, the competent authorities may command the Company to complete the re-election before the deadline. If the re-election is not completed after the deadline, the current directors and supervisors will be discharged automatically after the expiry date. Article 20: The Board of Directors is organized by the directors with the attendance of two thirds of the directors and the consent of the directors representing a majority of the attending directors to elect the Chairman and the Vice Chairman, if necessary. The Chairman is to execute all business matters resolved in accordance with law and regulations, Articles of Association, shareholders meeting, and Board meeting. Article 21: When the vacancy of directors is one third, there has to be a by-election to make up for the missing directors, whose term is limited to that of the current board members. Article 22: The board meeting is convened quarterly at least. The reasons for convening the board meeting should be stated in the notice to directors seven days in advance. An extraordinary board meeting can be convened due to an urgent matter. The notice of a board meeting as stated in the preceding paragraph should be processed in writing or by fax or e-mail. If the Chairman deems it necessary or when requested by two or more directors to have an extraordinary board meeting convened, the Chairman of the Board of Directors is to chair the board meeting. If the Chairman is unable to exercise powers, the meeting is to be chaired by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting. Article 23: The resolution reached in the board meeting is deemed as passed that is with the attendance of a majority of the directors and the consent of a majority of the attending directors, unless otherwise provided by the Company Act. Directors who are unable to attend the meeting for reasons may issue a proxy with the scope of authorization specified to have other director attended the meeting on their behalf; however, it is limited to one person, one proxy. Article 24: The motions resolved in the board meeting must be documented in the minutes of meeting, which must be signed and sealed by the Chairman and then distributed to all directors within 20 days after the meeting. The gist and result of the proceeding should be documented in the minutes of meeting; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies. Article 25: Based on Article 14.4 of the Securities and Exchange Act, Yieh-Phui sets up an auditing committee. The committee or its members are to execute the Company Act, Securities and Exchange Act and other regulations that are under the purview of the supervisors. The board of directors may set up other functionaries and their charters are to be set by the board.

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

Chapter 5 Managerial personnel and employees

Article 27: The company has a general managers. Their commission, decommission and remuneration all follow Item 29 of the Corporation Law.
Article 28: The Company by the resolutions of the Board of Directors may hire consultants or important staff.
Article 29: The appointment and dismissal of the Company’s other employees is to be handled in accordance with the Company’s Management Regulations.

Chapter 6 Final accounts

Article 30: At the end of the accounting year, the board of directors has to get the following statements ready to be approved by the auditing committee and the board of directors, then to be ratified by the stockholder’s meeting.
Operation Statement
Financial Statement
Dividend declaration or Statements of deficit compensated
Article 30.1: An appropriate amount equivalent to 0.2% or more of the annual earnings (the so-called earnings refer to the net income before tax and refer to the profit before deducting remuneration to employees, directors0, if any, as remuneration to employees and 0.1% or less as remuneration to directors. However, an amount equivalent to the accumulated losses, if any, should be reserved in advance to make up such losses.
Article 31: The Company’s final accounts of each year are distributed as follows:
Dividend policy
- The industry the Company is engaged in is in a mature stage of its life cycle. The dividend policy is in support of the current and future development plans, taking into consideration the investment environment, capital requirements, domestic and international competition, and the interests of the shareholders. An amount not less than 20% of the distributable earnings is appropriated annually as the shareholder dividend and bonus. However, the accumulated distributable earnings that are less than 20% of the paid-in capital may not be distributed.
Distribution conditions and timing:
- The Company’s final accounts of each year, after paying tax and making up prior losses and the net of the 10% legal reserve, and with the special reserve appropriated or reserved according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. when the board of the directors decides to distribute retained

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earnings,if it is to be done by issuing new shares, it has to be approved by the stockholders’ meeting.

Based on the Corporation Law Article 240 Item 5, the board of the directors may distribute dividends and bonuses in whole or in part in cash after a resolution has been adopted by a majority vote with two thirds of the members present; such a decision should report to the shareholders’ meeting.

Types of dividends:
- Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%.
Dividend distribution, depending on the profitability, is proposed by the Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.
Article 31-1: Based on Article 241 of the Corporation Law, if Yieh Phui is to distribute the whole or part of its legal reserve and capital reserve, by issuing new shares or cash prorata to the holdings of the stockholders, The following is to be observed. If cash dividend is issued, the board of the directors may do so with two thirds of members present with a majority vote and report to the stockholders’ meeting. If that is done by issuing new shares, the distribution has to be done with the approval of the stockholders’ meeting

Chapter 7 Bylaw

Article 32: The Company may conduct external guarantee business.
Article 33: The Company’s organizational procedures and work rules are to be regulated separately by the Board of Directors.
Article 34: The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and other laws and regulations.
Article 35: The Articles of Incorporation after the resolution reached in the shareholders meeting is to be submitted to the competent authorities for approval before implementation; so is the amendment.
Article 36: The Forty-three amendment was made on June 18, 2020

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Appendix 2

YIEH PHUI ENTERPRISE CO., LTD.

Rules of Procedure for Shareholders Meetings

Amended on 6.18.2020

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

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

The election or dismissal of directors, change in the Articles of Incorporation, 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.

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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, the acceptance period shall not be less than ten days.

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

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

Article 6 (Shareholders meeting presiding chairman and attending staff)

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The Company may appoint the contracted attorney, CPA, or the related
personnel to attend the shareholders meeting.
Article 7 (Shareholders meeting audio or video recording as evidence)
The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly.
The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.
Article 8 The attendance at the shareholders meeting shall be based on the ownership of stock shares. The attending shares are based on the signatures on the attendance registry or the attendance registry card submitted, and the number of shares used to exercise voting rights in writing or electronically.
The Chairman shall call the meeting to order at the meeting time; however, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month.
If the attending shareholders represent a majority of the outstanding stock shares before the end of the meeting, the Chairman may have the pseudo-resolution proposed to be resolved in the shareholders meeting in accordance with Article 174 of the Company Law.
Article 9 (Motion discussion)
The Chairman of the Board of Directors shall determine the agenda of the shareholders meeting convened by the Board of Directors. all relevant proposals, including extempore motion and revision of original agenda , must be determined by vote,The shareholders meeting should be conducted in accordance with the scheduled agenda and may not be changed without a resolution reached in the shareholders meeting. For the shareholders meeting convened by other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.
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

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attending shareholders to elect a Chairman to continue the meeting in accordance with the legal procedures and with the consent of the attending shareholders representing a majority of the voting rights.

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

Article 10 (Shareholders’ statement)
Shareholders who wish to speak in the meeting shall fill out the statement slip with the gist of the statement, shareholders account number (or attendance certificate number), and account name detailed in advance for the Chairman to determine the sequence of speakers.

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

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

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

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

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

Article 11 Calculation of the voting shares and recusal system)

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

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

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

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Article 12 Shareholders are entitled to one voting right per share except for those subject to restrictions or those without voting right listed in Article 179 Paragraph 2 of the Company Law.
the company is to have voting rights exercised electronically and in writing in the shareholders meeting). When the voting right is exercised in writing or electronically, the method should be stated in the shareholders meeting notice. Shareholders who have exercised their voting rights in writing or by an electronic mean will be deemed as to attend the shareholders meeting in person. However, in respect of the motion or the amendment to the original motion in the shareholders meeting, it will be considered as a waiver; therefore, the Company should avoid proposing a motion and amendment to the original motion.
For the voting right exercised in writing or electronically in the preceding paragraph, the intention should be expressed to the Company two days prior to the shareholders meeting. For the intention expressed in duplication, the first delivery shall prevail, unless the first delivered intention is revoked by declarations.

After exercising their voting rights in writing or by an electronic mean, if the shareholders decide to attend the shareholders meeting in person, they shall have the intension of exercising voting right in writing or in an electronic mean revoked the same way it was expressed two days prior to the shareholders meeting. For any delay in revoking the intension expressed, the voting right exercised in writing or in an electronic mean shall prevail. If the voting rights are exercised in writing or by electronic means; also, proxy is issued for the representative to attend the shareholders meeting, the voting rights exercised by proxy shall prevail. The motion voted in the shareholders meeting is deemed as passed with the consent of a majority of the attending shareholders, unless otherwise provided by the Company Law and the Company’s Articles of Incorporation. In terms of voting, the Chairman or the designee shall announce the total number of voting rights of the attending shareholders for each motion proposed.

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

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Article 13 (Election matters)
The election of directors in the shareholders meeting, if any, should be handled in accordance with the election regulations defined by the Company; also, the election result should be announced at the scene, including the list of the elected directors and the respective elected voting rights.

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.
The resolution methods in the preceding paragraph are for the Chairman to consult the opinions of shareholders; also, for the motions without any objection from the shareholders, it should be documented as “with the attending shareholders consulted by the Chairman and no objection raised.” However, for the motion with any objection from the shareholders, the voting methods, the passing voting rights, and voting right ratio should be detailed and documented.
Article 15 (Public announcement)

The statistic reports of the number of shares solicited by the solicitors and the number of shares by proxy that is prepared in accordance with the specific format should be disclosed at the scene of the meeting.

For the matters resolved in the shareholders meeting that are defined as material information in accordance with the governing law and regulations and stock competent authorities, the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS).
Article 16 (The maintenance and order of meeting venue)

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The shareholders meeting staffs shall wear identification card or armbands.

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

Shareholders who have violated the Rules, Governing the Conduct of Shareholders Meetings, disobeyed the instruction of the Chairman, and hindered the meeting process without complying with the discipline guidelines, the Chairman may command the picketers or the security guards to have the offenders escorted to leave the meeting venue.
Article 17 (Meeting in recess and in session)
The Chairman may announce the meeting as in recess at his discretion, may have the meeting suspended upon the occurrence of force majeure and may announce the meeting as back in session, depending on the actual practice.

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

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

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Appendix 3

Yieh Phui Enterprise Co., Ltd

The Table of the Stock Holding of the Directors

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

Title	The shares required	The shares registere
Directors	45,373,668	61,870,646

Note1. According to Article 2 of “Rules and Review Procedures for Director and Supervisor

Share Ownership Ratios at Public Companies”, for the companies with more than two independent directors, with exception for the independent directors, the shareholding for all the directors and supervisors is down to 80%.

2.Statement of the stock holding for directors

As of April 26, 2021 (book closure date for 2021 AGM)

Identity	Name or Name or Legal Institution	Shares Recorded in Shareholders’ Registry	Sharehol ding ratio	Term
Chairman	Kuo Chiao Investment & Development Co., Ltd. Representative：Lin I-Shou	61,870,646	3.27%	2019/6/21~ 2022/6/20
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Wu Lin- Maw	61,870,646	3.27%	2019/6/21~ 2022/6/20
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：LiangPyng- Yeong	61,870,646	3.27%	2019/6/21~ 2022/6/20
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：HuangChing-Tsung	61,870,646	3.27%	2019/6/21~ 2022/6/20
Independent Director	Mr. Sun Chin-Su	0	0%	2019/6/21~ 2022/6/20
Independent Director	Mr. Yang Der-Yuan	0	0%	2019/6/21~ 2022/6/20
Independent Director	Mr.Chang Wen-Yi	0	0%	2019/6/21~ 2022/6/20
Total of All Directors		61,870,646

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AI assistant

YP — AGM Information 2021

51950_rns_2021-09-02_5cf02a96-0e0b-4a18-a925-84342bb97b88.pdf

2021 Shareholders’ Meeting

Program

I The Procedures and the Agenda

Yieh Phui Enterprise Co., Ltd.

Procedures for 2021 Stockholders’ Meeting

Time: 9:30 AM, June 24, 2021

Yieh Phui Enterprise Co., Ltd

Program for 2021 Stockholders’ Meeting

I. Chairperson Remarks ：

II. Company Report ：

III. Matters for Approval ：

IV. Matters for Discussion ：

V. Extempore Motions

VI. Adjournment

Contents

II Company Report

1. The Operation of 2020

Financial Information of Company

Research and Deveplopment

Corporate Strategies for Future Development

Impact from competition, legal environment, and overall economy

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 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

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 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

Report of the Auditing Committee

Yieh Phui Enterprise Co., Ltd

3. The Remuneration of the employees and directors for 2020

III Matters for Approval

Proposal 1 ： Proposed by the board of directors

Brief ： Approve the final financial statement for 2020

Proposal 2 ： Proposed by the board of directors

Brief ： Approve the distribution of retained earnings for 2020

Yieh Phui Enterprise Co., Ltd

Proposal 1 ： Proposed by the Board of Directors

Brief ： Proposal on modifying the “Rules of Procedure for Shareholders Meetings”

Resolution：

Proposal 2 ： Proposed by the Board of Directors

Brief ： Proposal on modifying “Regulations Governing the Election of Directors ”.

V Extempore Motions

VI Adjournment

YP AGM Information 2021