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YP AGM Information 2021

Sep 2, 2021

51950_rns_2021-09-02_576ec643-89fc-4ecd-9342-5b4a1c343154.pdf

AGM Information

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YIEH PHUI ENTERPRISE CO., LTD.

2021 Shareholders’ Meeting

Time: 9:30 AM,August 25, 2021

Location: Zihe Community Center , No. 38, Dazhai St.,Zihe Vil.,Ziguan Dist., Kaohsiung City

Attendants : The shares present with shareholders showing in person are 1,319,257,228 shares and those without voting rights are zero, equivalent to 69.78% of the total shares issued 1,890,569,518 shares. The quorum for holding the meeting has been met.

Director attendance :

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

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

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

have reach the quorum.

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

III. Company Report

  1. The report of the operation of 2020 (See p.4 of the Program)

  2. The Auditing Committee Audits the Final Financial Statement of 2020 (See p. 34 of the Program )

  3. The Remuneration of the employees and directors for 2020 (See p. 35 of the Program)

IV. 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. See p. 4~33 of the Program

  1. 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)

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CPAs.

  1. T he above financial statements and operating report has been audited by the Auditing Committee.

  2. To be approved.

Resolution: approve.

The shares present are 1,319,257,228, for 1,307,232,381 against 213,601 and abstain 11,811,246.

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
recognized in retained earnings
53,636,691
Less: Changes in associates and joint ventures
accounted for using equity method

(1,338,826)
Less: Changes in subsidiaries' ownership (10,119,739)
Add: instruments at fair value through other
comprehensive income
756,000
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: approve.

The shares present 1,319,257,228 for 1,308,375,612, against 235,514 and abstain 10,646,102.

V. 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”.

  1. The modified and comparison table of the“ Rules of Procedure for Shareholders Meetings ” See p. 37~38 and p.39~46 of the Program .

Resolution: approve.

The shares present are 1,319,257,228, for 1,308,400,467, against 214,334, and abstain 10,642,427.

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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” See p. 47~49 and p.50~51 of the Program .

Resolution: approve.

The shares present are 1,319,257,228,for 1,308,368,773, against 224,446 and abstain 10,664,009.

VI. Extempore Motions : None

VII. Adjournment

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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%
  1. Execution of the Budget: Yieh-Phui has not disclosed financial guidance and is not applicable to the rules on disclosing the execution of the budget for 2020.

  2. 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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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

-14-

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.

-15-

YIEH PHUI ENTERPRISE CO., LTD CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Assets
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit
or loss - current
Contract assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Current tax assets
Inventories
Prepayments
Noncurrent assets held for sale
Other financial assets - current
Total Current Assets
NONCURRENT ASSETS
Financial assets at fair value through profit
or loss - noncurrent
Financial assets at fair value through other
comprehensive income or loss - noncurrent
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment properties
Intangible assets
Deferred tax assets
Other noncurrent assets
Refundable deposits
Net defined benefit assets - noncurrent
Other financial assets - noncurrent
Total Noncurrent Assets
TOTAL ASSETS
Note
6(1)
6(2)
6(31)
6(3)
6(4)
7
6(5)
7
6(6)
6(7)
6(8)
6(9)
6(2)
6(10)
6(11)
6(12)
6(13)
6(14)
6(15)
6(37)
6(16)
6(17)
6(24)
8
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-

Liabilities and Equity
CURRENT LIABILITIES
Short-term loans
Short-term notes and bills payable
Financial liabilities at fair value through profit
or loss - current
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Provisions - current
Liabilities directly associated with noncurrent
assets held for sale
Lease liabilities - current
Advance receipts
Current portion of long-term loans
Total Current Liabilities
NONCURRENT LIABILITIES
Long-term loans
Deferred tax liabilities
Lease liabilities - noncurrent
Long-term deferred revenue
Net defined benefit liability - noncurrent
Guarantee deposits
Total Noncurrent Liabilities
TOTAL LIABILITIES
EQUITY ATTRIBUTABLE TO OWNERS OF
THE PARENT
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Total equity attributable to owners of the parent
NON-CONTROLLING INTERESTS
Total Equity
TOTAL LIABILITIES AND EQUITY
Note
6(18)
6(19)
6(2)
6(31)
6(20)
6(21)
6(8)
6(13)
6(22)
6(22)
6(37)
6(13)
6(23)
6(24)
6(25)
6(26)
6(27)
6(28)
6(30)
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)

BALANCE AT JANUARY 1,2019
Appropriations of prior year's earnings:
Legal reserve
Cash dividends to ordinary shareholders
Capital increase out of retained earning
Reversal of special reserve
Changes in equity of associates and joint ventures
Net income (loss) in 2019
Other comprehensive income (loss) in 2019,
Net of income tax
Total comprehensive income (loss) in 2019
Difference between consideration and carrying
amount of subsidiaries acquired or disposed
Changes in ownership interests in subsidiaries
Adjustment of non-controlling interests
BALANCE AT DECEMBER 31, 2019
Changes in equity of associates and joint ventures
Net income (loss) for 2020
Other comprehensive income (loss) in 2020,
Net of income tax
Total comprehensive income (loss) in 2020
Buy-back of treasury shares
Cancellation of treasury shares
Difference between consideration and carrying
amount of subsidiaries acquired or disposed
Changes in ownership interests in subsidiaries
Adjustment of non-controlling interests
Disposal of financial instruments designated at fair
value through other comprehensive income
BALANCE AT DECEMBER 31, 2020
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 <==

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

Independent Auditors’ Report

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

Opinion

We have audited the accompanying standalone balance sheets of Yieh Phui Enterprise Co., Ltd. (the “Company") as of December 31, 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:

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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

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 4.7 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

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.

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 standalone financial statements was based solely on the reports of the other independent accountants. Investments in these associates amounted to $4,518,839 thousand and $4,704,770 thousand, representing 9.87% and 9.87% of total standalone assets as of December 31, 2020 and 2019, and the share of profit of these

-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.

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:

  1. 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.

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  1. 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.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. 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.

  4. 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.

  5. 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.

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 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.

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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.

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YIEH PHUI ENTERPRISE CO., LTD STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Assets
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit
or loss - current
Contract assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Current tax assets
Inventories
Prepayments
Noncurrent assets held for sale
Other financial assets - current
Total Current Assets
NONCURRENT ASSETS
Financial assets at fair value through profit
or loss - noncurrent
Financial assets at fair value through other
comprehensive income or loss - noncurrent
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment properties
Deferred tax assets
Refundable deposits
Other financial assets - noncurrent
Total Noncurrent Assets
TOTAL ASSETS
Note
6(1)
6(2)
6(26)
6(3)
6(4)
7
6(5)
6(6)
6(7)
6(8)
8
6(2)
6(9)
6(10)
6(11)
6(12)
6(13)
6(32)
6(14)
8
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

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Liabilities and Equity
CURRENT LIABILITIES
Short-term loans
Short-term notes and bills payable
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Liabilities directly associated with noncurrent
assets held for sale
Lease liabilities - current
Current portion of long-term loans
Total Current Liabilities
NONCURRENT LIABILITIES
Long-term loans
Lease liabilities - noncurrent
Net defined benefit liability - noncurrent
Guarantee deposits
Total Noncurrent Liabilities
Total Liabilities
Share capital
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Total Equity
TOTAL LIABILITIES AND EQUITY
Note
6(15)
6(16)
6(26)
7
6(17)
6(18)
6(8)
6(12)
6(19)
6(19)
6(12)
6(20)
6(21)
6(22)
6(23)
6(24)
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.

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YIEH PHUI ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

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

OPERATING REVENUE
OPERATING COST
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
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 subsidaries, associates and joint ventures
Total non-operating income and expenses
INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX BENEFIT(EXPENSES)
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 subsidiaries,
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:
Share of other comprehensive income (loss) of subsidiaries,
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)
EARNINGS PER SHARE
Basic earnings (loss) per share
Diluted earnings (loss) 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)

Item
BALANCE AT JANUARY 1, 2019
Appropriations of prior year's earnings:
Legal reserve
Cash dividends to ordinary shareholders
Capital increase out of retained earning
Reversal of special reserve
Changes in associates and joint ventures using the equity method
Net income (loss) for 2019
Other comprehensive income (loss) for 2019, net of income tax
Total comprehensive income (loss) for 2019
Difference between consideration and carrying
amount of subsidiaries acquired or disposed
Changes in ownership interests in subsidiaries
BALANCE AT DECEMBER 31, 2019
Changes in associates and joint ventures using the equity method
Net income (loss) for 2020
Other comprehensive income (loss) for 2020, net of income tax
Total comprehensive income (loss) for 2020
Buy-back of treasury shares
Cancellation of treasury shares
Difference between consideration and carrying
amount of subsidiaries acquired or disposed
Changes in ownership interests in subsidiaries
Disposal of financial instruments designated at fair value
through other comprehensive income
BALANCE AT DECEMBER 31, 2020
Common Stock Capital Surplus Retained Earnings Other EquityItem TreasuryStock
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(185,207)
185,207
-
-
-
$ -
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.

-31-

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.

To

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

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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.

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

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

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.

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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.

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