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2022 Shareholders’ Meeting

Program

Web site: http://mops.twse.com.tw Time: June 23, 2022

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

The stockholders meeting is to be held in person.

The Procedures and the Agenda

Yieh-Phui Enterprise Co., Ltd.

Procedures for 2022 Stockholders’ Meeting

Time: 9:30 AM, June 23, 2022

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

1. Announcement of the Number of Shares Present

2. Call the Meeting to Order

3. Chairperson Remark

4. Company Report

5. Matters to Be Approved

6. Matters for Discussion

7. Election

8. Other Matters

9. Extempore Motions

10. Adjournment

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Yieh Phui Enterprise Co., Ltd

Program for 2022 Stockholders’ Meeting

I. Chairperson Remarks ：

II. Company Report ：

2021 Operation Report
The Auditing Committee audits the final financial statement of 2021
The report on the remuneration of the emplyees and directors for 2021
2021 report on the cash dividend as bonus for stockholders

III. Matters to Be Approved ：

Approve the final financial statement for 2021
Approve the distribution of retained earnings for 2021.

IV. Matters for Discussion ：

Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earnings as capital for 2021.
Proposal on Modifying the“Procedures for Acquisition and Disposal of Assets”
Proposal on Modifying“Corporate Charter”

4. Proposal on Modifying“Rules of Procedure for Shareholders Meetings” V. Election ：

Election of directors.

VI. Other Matters

Lifting of the Non-Compete clause for Director.

VII. Extempore Motions VIII.Adjournment

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	Contents
I.	The Procedures and the Agenda-----------------------------------------------------------------------------------1
II.	Company Report-------------------------------------------------------------------------------------------------------------------------------------4
	1. The Operation of 2021---------------------------------------------------------------------------------------------------------------------------4
	2. The Auditing Committee audits the final financial statement of 2021----------------------------------------------------------------34
	3. The report on the remuneration of employees and Directors for 2021-------------------------------------------------------------34
	4. The report on the cash dividend as bonus of stockholders for 2021-----------------------------------------------------------------35
III.	Matters for Approval -----------------------------------------------------------------------------------------------------------------------------35
	1. Approve the final financial statement for 2021--------------------------------------------------------------------------------------------35
	2. Approve the distribution of retained earnings for 2021.--------------------------------------------- -----------------------------------35
IV.	Matters for Discussion-----------------------------------------------------------------------------------------------------------------------36
	1. Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earnings as capital
	for 2021. ---------------------------------------------------------------------------------------------------------------------------------------------36
	2.Proposal on modifying the“Procedures for Acquisition and Disposal of Assets” ------------------------------------------------36
	3.Proposal on modifying“Corporate Charter”-------------------------------------------------------------------------------------------------37
	4.Proposal on modifying the“Rules of Procedure for Shareholders Meetings”------------------------------------------------------37
V.	Election------------------------------------------------------------------------------------------------------------------------------------------37
	1. Election of directors-----------------------------------------------------------------------------------------------------------------------------37
VI.	Other Matters --------------------------------------------------------------------------------------------------------------------------------------41
	1. Lifting of the Non-Compete clause for Director.--------------------------------------------- -------------------------------------------41
VII. Extempore Motions-------------------------------------------------------------------------------------------------------------------------------41
VIII. Adjournment----------------------------------------------------------------------------------------------------------------------------------------41
IX.	Annex-----------------------------------------------------------------------------------------------------------------------------------------------42
	Annex 1 Procedures for Acquisition and Disposal of Assets (Table for Comparing Modified Items) -------------------------42
	Annex 2 Procedures for Acquisition and Disposal of Assets (Modified)------------------------ ----------------------------------50
	Annex 3 Corporate Charter (Table for Comparing Modified Items)----------------------------------------------------------------69
	Annex 4 Corporate Charter (Modified)------------------------------ ---------------------------------------------------------------------71
	Annex 5 Rules of Procedure for Shareholders Meetings (Table for Comparing Modified Items odified)--------------78
	Annex 6 Rules of Procedure for Shareholders Meetings (Modified)----------- --------------- --------------------------------93
	Annex 7 List of Release of the Non-Compete Prohibition on Directors--------------------------------------------------------107
X. Appendix----------------------------------------------------------------------------------------------------------------------------------------------108
	Appendix 1 Corporate Charter-------------------------------------------------------------------------------------------------------------108
	Appendix 2 Rule for the Election of Directors-------------------------------------------------------------------------------------------115
	Appendix 3 Rules of Procedure for Shareholders Meetings -----------------------------------------------------------------------117
	Appendix 4 The Table of the Stock Holdings of the Directors --------------------------------------------------------126

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II Company Report

1. The Operation of 2021

Comparing 2021 with 2020 the sale volume of Yieh Phui increase 15.35% and that of revenue is NT$15.849 billion. Yieh Phui (China)’s sales increase by NT$14.421 billion due to a lower sales than a year ago. The sales volume of Yieh Hsing increase and the increase in revenue is NT$1.429 billion. Overall, the consolidated revenue is NT$90.047 billion, an increase of 62.48% compared to the previous year of NT$55.422 billion. The consolidated net income after tax is NT$5.220billion, a increase of 741.75% from NT$2.65 million of the previous year, of which NT$1.401 billion is for the mother company, comparing with the previous year of net profit after tax NT$3.08 million, a reduction of 554.15%.

1.The Performance of Business Plan ：

Consolidated Information of Financial Statements (000)

Unit NT$ in

(000)
Year Item	2021	2020	Changes	Changes%
Operaiton Revenue	90,046,653	55,421,795	34,624,858	62.48%
Operaiton Costs	79,145,500	51,270,778	27,874,722	54.37%
Operaiton Gross Profit(Loss)	10,901,153	4,151,017	6,750,136	162.61%
Operaiton Expenses	5,867,685	3,017,931	2,849,754	94.43%
Operaiton Net Profit(Loss)	5,033,468	1,133,086	3,900,382	344.23%
Non-operation Revenue and Expenses	1,282,880	-550,296	1,833,176	333.13%
Net Profit (Loss) before Tax	6,316,348	582,790	5,733,558	983.81%
Income Tax Expenses	1,095,895	65,202	1,030,693	1580.77%
Net Profit (Loss) after Tax	5,220,453	517,588	4,702,865	908.61%
Other Comprehensive Income (net)	-165,741	61,475	-227,216	-369.61%
Total Amount of Comprehensive Income in this Term	5,054,712	579,063	4,475,649	772.91%
Net Profit that Belongs to the Owner of the Parent Company	5,202,838	735,238	4,467,600	607.64%
Net Profit that Belongs to the Non-controlling equity	17,615	-217,650	235,265	108.09%
Total Amount of Comprehensive Income	5,041,747	813,293	4,228,454	519.92%

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that Belongs to the Owner of the Parent Company
Total Amount of Comprehensive Income that Belongs to the Non-controllingequity	12,965	-234,230	247,195	105.54%

Financial Information of Company

Year Item	2021	2020	Changes	Changes %
Operaiton Revenue	36,785,446	20,936,210	15,849,236	75.70%
Operaiton Costs	31,340,778	19,419,910	11,920,868	61.38%
Operaiton Gross Profit(Loss)	5,444,668	1,516,300	3,928,368	259.08%
Operaiton Expenses	1,825,686	1,147,932	677,754	59.04%
Operaiton Net Profit(Loss)	3,618,982	368,368	3,250,614	882.44%
Non-operation Revenue and Expenses	2,680,489	468,997	2,211,492	471.54%
Net Profit (Loss) before Tax	6,299,471	837,365	5,462,106	652.30%
Income Tax Expenses	1,096,633	102,127	994,506	973.79%
Net Profit (Loss) after Tax	5,202,838	735,238	4,467,600	607.64%

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 2021.
Analysis of the Revenue/Expenditure and Profitability :

Consolidated Financial Report Information

Item	2021	2020
Net cash inflow of operation activities (thousand dollars)	4,088,100	1,846,136
Equity/Assets(%)	34.58	33.12
Liabilities/Assets(%)	65.42	66.88
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	140.18	123.22
Current ratio(%)	98.02	76.15

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Item	2021	2020
Quick ratio(%)	41.11	31.62
Return on assets(%)	7.04	1.51
Return on equity (%)	17.19	1.87
Netprofit margin(%)	5.80	0.93
Earningsper share(dollar)	2.75	0.39
Number of shares by the end of the year(share)	1,890,569,518	1,890,569,518

Financial Information of Company

Financial Information of Company
Item	2021	2020
Net cash inflow of operation activities (thousand dollars)	1,920,658	633,888
Equity/Assets(%)	59.05	57.84
Liabilities/Assets(%)	40.95	42.16
Long-term Funds accounting for the ratio of real estates, plants and equipments(%)	574.00	469.85
Current ratio(%)	91.72	50.75
Quick ratio(%)	23.40	21.78
Return on assets(%)	11.06	2.23
Return on equity (%)	17.95	2.81
Netprofit margin(%)	14.14	3.51
Earningsper share(dollar)	2.75	0.39
Number of shares by the end of the year (share)	1,890,569,518	1,890,569,518

Research and Deveplopment

To cope with the impact of green energy, many companies have joined he Climate Group and RE100 (Renewable Energy) advocated by Carbon Disclosure Project (CDP).Such actions increase the demand for RE. The government emphasizes RE as a national focus. The RE has been set at 20% in 2025, but it was only 4.6% in 2018.National Development Council held a press conference on March 30, 2022 and mandated 2050 as the net carbon zero year, detailing 12 major strategies such as increasing RE to 60-70% with solar power to 40-80 GW or 70% of RE. As such, the demand for the steel frames of solar panel will increase. The estimated demand for steel will be around 300,000 tons for steel for the ground type

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of solar power generation.

Since the quality of steel frame varies a lot, to cooperate with the government’s policy on RE, Yieh Phui has offered numerous products to satisfy such needs for the demand. In 2021 Yieh Phui produced Hot-Dip 5%Al-Mg-Zn coated & prepainted 5%Al-Zn coated steel coils (Phuizer SolarKing™) for forming of solar panel brackets Prepainted steel coils (Phuizer SolarKing™) to offer local products for solar power generation with timely service of a wide selection of high-strength, high-corrosion-resistant steel. The accumulated sale has reached 100,000 tons, winning wide acclamation by international enterprises and power generators, leading in the market.

Major development of products and achievement:
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
2019 Yieh Phui introduced PVF liquid coated and laminated products in 2019, highly anti-corrosion, anti-climate and easy to process in high end construction market.
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, with accumulated sale of 70,000 tons.
2021 Developing Phuizer SolarKing Al-Mg-Zn prepainted steel sheets fitting particularly for C5 and CX caustic conditions and highly efficient anti-virus prepainted steel sheets, able to suppress N3H2 and Feline Calicivirus (FCV).

For the past two years of the pandemic, the cases have reached

430 million and death of 5.93 million. Virus is much harder to deal

with than bacteria, harmful to human health and life. In 2021 Yieh

Phui produced a new product, highly efficient anti-virus prepainted steel.and had been verified by a Japanese third party ISO 21702 anti-virus test, effective against N3H2 and Feline Calicivirus (a substitute for Norovirus) at 99% and 95% for Covid-19 Delta variant. This technology outmatches the other steel mills of Taiwan and has been used in building hospitals, offering advanced, eco-friendly and safe prepainted steel sheets, applicable in medicine and food highly hygienic environment.

2. R&D of Production Process (Development of Blue Sea Market)

Yieh Phui has been consistent in active and prompt in R&D and cooperated with surface treatment and paint suppliers in developing multi-combination and multi-efficacy new products. Outdoor eco-friendly coated steel products have been developed and completed a supply chain of dealers coupled with formers, seamless satisfying the demand of the market. Yieh Phui has successfully developed eco-friendly surface treatment replacing oil to deal with the defensive tariff of EU. The sale has reached 140,000 tons up to 2020, breaking through the

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difficult international situation and getting good results. In 2021 high formable, corrosion-resistant, lubricant anti-fingerprint outdoor building steel has won the recognition of customers and the sale has been 12,000 tons. Such environment protection issue will persist and will increase future orders.

Corporate Strategies for Future Development

To maintain stable growth, Yieh Phui has finished the fourth expansion in Changshu Economic Development Zone in China. The production is 2.6 million tons Taiwan and China combined, the largest steel mill of hot-dip surface coating. Yieh Phui is able to produce hot-dip galvanized, 5%Al-Zn, 55%Al-Zn, Al-Si coated (YPC) and prepainted steel with the above products. Customers can satisfy their demand in one shop complete with all sizes and varieties. Yieh Phui is the best in terms of competitiveness and profitability. To deal with carbon neutral and RE issues, Yieh Phui needs to strengthen its production and sales advantages.

Including

The hot-dip 5%Al-Zn coated, hot-dip 5%Al-Mg-Zn coated and prepainted steel coils produced by Yieh Phui is easy to process and highly corrosion resistant, fitting for frames for solar power generation. Such products are suitable for energy transformation and green energy, matching the needs of the global market.
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’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

The World bank estimated in January 2022 that the growth in 2021 is 5.9% and that for 2022 and 2023 will be 4.4% and 3.8%, respectively. The Worldsteel estimated in October 2021 that the globalk demand for steel will increase by 4.5% in 2021 to 185.54 million tons and 2.2% in 2022 to 189.65 million tons. This means that the impact of Covid-19 is dwindling. With the opening of various countries and the several hundred billion to trillion dollars of stimulus projects of the US, EU and India, beneficial to the growth of the steel market is expected.

Carbon neutral has been a common goal for the whole world with EU and the

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US actively push for carbon trading and tax, pressuring the supply of steel. The lifting of Covid lockdown, geopolitical development, carbon neutral and high inflation all predict a prosperous market for the mid/long term. However, the adverse impact of the spread of virus and Russia-Ukraine war will cause chaos to supply chain, jams in port and shortage of labor will persist. The increase in the interest in the US and the sale of assets by the Fed will cause the other countries to do the same. The soaring price of the energy and materials will cast doubt on the steel market and the global economy, incurring more concerns for the recovering world economy.

1.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, The Ministry of Finance has announced to implement sunset investigation on August 20, 2021. Yieh Phui will continue to monitor the impact of imported low price steel to the domestic market.

Besides, the US started the implementation of section 232 on March 23, 2018 and has imposed 25% duty on imported steel products, arousing protectionism worldwide. Since th ~~e~~ implementation of ultimate defensive measure on imported steel by EU on February 2, 2019.

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, the development of China-US trade war and the pandemic will affect the future of the economy of China, revealing a trend of transferring order to Taiwan. The Taiwanese businesses in China massively moved back to Taiwan to avoid any adverse impact, a great incident to the domestic market.

The impact of external environment to the market of China：

The steel production of China is about 1.03 billion tons in 2021, 3% down under the official control. The policy of carbon neutral and double energy control will go through the fourteenth f-year plan, reducing the production further. China

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Metallurgical Industry Planning and Research Institute predicted 1.02 billion tons of production, lower than 2021 restricting the supply further. Under more stringent environment protection, global protectionism, and the Sino-America trade war, the steel industry of China will continue to reform. Also, to increase domestic demand, stimulate the industry and enhance the infrastructure, the trend of the decrease of the export of steel has been set, beneficial to the world steel industry. However, the widespread of Covid-19, the zero tolerance policy and the short term lockdown/embargo all will affect the economic growth.

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

In the global market various countries have implemented anti-dumping and anti-subsidy defensive policies. Thus, the prevalent protective international trade has impacted Taiwan.

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 Europe and the US implement protection measures on steel products, the demand for our product will decline.

On January 1 of 2022 RCEP, a fifteen-country trade agreement was put into effect. Compared to major competitors: China, Japan and South Korea, Taiwan will be less competitive due to the lack of preferential tariff in Southeast markets. Taiwan could be increasingly marginalized in the international trade. However, Taiwan is dedicated to join CPTPP and get the tariff disadvantage behind, enhancing the export competitiveness of the domestic industries. Still, the result will be contingent on the efforts of the government.

After massive vaccination and the loosening of the restriction of movements, there could be hope for a round of bull market. The latest estimation of the World Steel Association indicates, the global demand for steel of 2021 and 2022 will increase by 4.5% and 2.2%, respectively. After a strenuous pandemic of two years, this year the market prospect is positive. Though the market will continue to fluctuate, Yieh Phui is ready for the challenges ahead.

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Notice to Readers

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

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

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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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2. The Auditing Committee audits the final financial statement of 2021

Report of the Auditing Committee

Yieh Phui Enterprise Co., Ltd

The board of directors has prepared the 2021 operating report, consolidated financial statement, which includes the individual entity report, and the declaration of dividends, among which has been audited and signed off by Crowe Horwath (TW)CPAs. The operating report, consolidated financial statement and the declaration of dividends have been audited by the auditing committee and no abnormality found. Thus, the report has been released according to Article 14-4 and Article 219 of the Company Act. Herein kindly ask for approval.

the 2022 the Stockholder’s Meeting of Yieh Phui

Chairman of the Auditing Committee: Yang, Der-Yuan

March 09, 2022

3. The report on the remuneration of employees and Directors for 2021

Explan : 1. The Remuneration of the employees and directorsn for 2021 had been approved by the board of directors on March 9, 2022 and to be paid in cash.
The remuneration for the employees is NT$12,636,852
The remuneration for the directors is NT$3,159,213

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4. The report on the cash dividend as bonus of stockholders for 2021

Explan: 1. According to Article 31 of the corporate charter, the board of directors is authorized to distribute earnings. Cash dividend is distributed after the approval of the board of directors and report to the stockholders meeting
The cash dividends to be distributed is NT$945,284,759 based on the stockholders list on the ex-date, or NT$0.5 per share. The amount less than NT$1 is neglected. For all the amount less than NT$1 is treated as other revenue for the company.
Yieh Phui authorizes the chairman of the board of directors to set up the ex-date, the distribution date and other related issues.

III Matters for Approval

Proposal 1 ： Proposed by the board of directors

Brief ： Approve the final financial statement for 2021

Explain ： 1.The 2021 operating report, the individual entity report and consolidated financial statement. Please refer to the program of the meeting.
The individual entity report and the consolidated financial statement have been done and audited by accounts Huang, Ling-Wen and Tsai, Shu-Man of Crowe Horwath (TW)CPAs.
The above financial statements and operating report has been audited by the Auditing Committee.
To be approved.

Resolution：

Proposal 2 ： Proposed by the board of directors

Brief ： Approve the distribution of retained earnings for 2021

Explain ：Yieh Phui plans to distribute earnings of 2021 as the table below:

Yieh Phui Enterprise Co., Ltd

		Yieh Phui Enterprise Co., Ltd
		Earnings Distribution Table
		2021	Unit:NT$
		Item	Amount
Deficit	to	be offset beginning of year	0
Add	:	Remeasurement on defined benefit plans recognized in retained earnings	(84,062,863)
		Changes in associates and joint	(231,577)
Less	:	ventures accounted for using equity
		method
Less	:	Changes in subsidiaries' ownership	(9,905.389)
Add	:	instruments at fair value through other comprehensive income	5,149.000
Add	:	Net income	5,202,833,304

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Less : Legal reserve (511,378,748) Less : special reserve (78,453,859) Distributable earnings 4,523,954,868 (945,284,759) Less :[Shareholders’ dividend-cash ] Shareholders’ dividend-stock (945,284,760) Unallocated earnings, end of year 2,633,385,349

Resolution:

IV Matters for Discussion

Proposal 1 ： Proposed by the Board of Directors

Brief ： 1. Discussion on the distribution of the stock dividend of the bonus

for stockholders and the transfer of earnings as capital for 2021.

Explain ：1. To implement according to the distribution of earnings of 2021.
2.The amount of stock dividend is NT$945,284,760 to be used to issue new stocks to increase the capital.
( i) The amount to increase the capital is NT$945,284,760 or 94,528,476 shares and the capital after the new issue is NT$19,850,979,940 or 1,985,097,994 shares
(ii) The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.
(iii) The issue of new stocks stated above will be done according to the list of stockholders with 50 shares per 1,000 shares. If later on the outstanding shares are changed due to the company’s share buyback and the dividend yield is changed as a result, the board of directors asks for the stockholders’ meeting to deal with all related matters with all necessary means.
(vi) If the stock dividend above is less than one share, it will be paid by cash instead and authorize the chairman to ask designated person(s) to purchase it at par.
(v) have the same rights and obligation as the original.
(vi)After being approve by the authority, the board of directors ask the stockholders’ meeting for permission to set the ex-dividend day.

Resolution：

Proposal 2 ： Proposed by the Board of Directors

Brief ： Proposal on modifying the “Procedures for Acquisition and Disposal of Assets”

Explain ： 1. Based on the regulation of January 28, 2022 Order No.

Financial-Supervisory-Securities-Corporate- 1110380465 of the Financial Supervisory Commission the company proposes to modify the“Procedures for Acquisition and Disposal of Assets”

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The modified and comparison table of the”Procedures for Acquisition and
Disposal of Assets” before the changes are listed at attachment 1 and 2

Resolution：

Proposal 3 ： Proposed by the Board of Directors Brief ： Proposal on modifying “Corporate Charter ”.

Explain ： 1. The compliance of the Law of Corporation and the need for operation, Article

5, 12, 31, and Article 36 of the charter of the company has to be modified.
The modified and comparison table of the“Corporate Charter” before the changes are listed at attachment3 and 4.

Resolution：

Proposal 4 ： Proposed by the Board of Directors

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

Explain ： 1. Based on 8 March 2022 Public Announcement No.

Taiwan-Stock-Governance1110004250 to modify the“Rules of Procedure for Shareholders Meetings”

The modified and comparison table of the“ Rules of Procedure for Shareholders Meetings ” before the changes are listed at attachment 5 and 6.

V Election

Proposal 1 ： Proposed by the Board of Directors Brief ： Election of directors.

Explain ： 1. Article 18 of “Corporate Charter” of the Company requires that the Company shall have 7 directors (including 3 independent directors) adopting candidate nomination system and directors shall be elected by the shareholders’ meeting from among the persons with disposing capacity. Directors serve a three-year term and may be re-elected, and the minimum shareholding ratio of directors shall comply with regulations of FSC.
Directors of the current term took office on June 21,2019, and the term will be expired on June 21,2021. Thus, we are planning election.
The term of new directors will start from June 23, 2022 until June 22, 2025.
In accordance with Paragraph 6, Article 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,” the shareholding ratio of all directors shall reach 3% or more of the paid-in capital of the Company.
The election of directors was conducted in accordance with “Rule for the Election of Directors”.

Election result：

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List of Candidates for Directors Nominated by Shareholders

We hereby propose the list of candidates for directors in accordance with Article 192-1 of Company Act：

No.	Account No.	Name	Education and Experience	Shares Held
1	81896	Kuo Chiao Investment & Development Co., Ltd. Representative： Lin, I-Shou	Current position： Chairman of Yieh United Steel Corp. and Yieh Phui Enterprise Co., Ltd Experience： Chairman of Yieh Hsing Enterprise Co., Ltd	61,870,646
2	81896	Kuo Chiao Investment & Development Co., Ltd. Representative： Wu Lin- Maw	Current position： Chairman of Yieh Hsing Enterprise Co., Ltd Vice Chairman of Yieh Phui Enterprise Co., Ltd, Education： EMBA of National Sun Yat-sen University National Tsing Hua University of Department of Materials Science and Engineering Experience： General Manager of Yieh Phui Enterprise Co., Ltd	61,870,646
3	28712	Chia Yuan Investment & Development Co., Ltd. Representative： Liang, Pyng - Yeong	Current position： Chairman of E United Group Purchase Management Committee and Special Assistant to the Chairman Education： Department of Industrial Management, National Cheng Kung University Experience： Vice Executive Director of General Administration Office of Yieh United Group, President of Yieh United Steel Corp., Senior Consultant and Special Assistant to the Chairman of Yieh United Steel Corp.	20,560,290
4	28712	Chia Yuan Investment & Development Co., Ltd. Representative： Huang, Ching-Tsung	Current position： Chairman of Chia yuan Investment Co., Ltd, Director of Yeou Yie Steel Co., Ltd, Education： Department of Accounting, Feng Chia University Experience： Chairman of E-Da Development Corp. Director of E-Da Hospital	20,560,290

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5	1562 (Independe nt Director)	Lee, Chung-Wei	Current position： Consultant of Shine Tai Express Co., Ltd Education： Soochow University Department of Foreign Languages Sun Yat-Sen University Master of Management, Experience： Deputy General Manager of Sales Department of Yieh Mau Corp., Deputy General Manager & Remuneration Committee Member of Yieh United Steel Corporation Acting General Manager of Yieh Hsing Enterprise Co., Ltd.	900
6	244155 (Independe nt Director)	Yang, Der-Yuan	Current position： Professor of Department of Money and Banking, National Kaohsiung University of Science and Technology Independent Director / Remuneration Committee of Yieh Hsing Enterprise Co., Ltd Education： Doctor Degree in Economics, UC Santa Barbara Experience： Teaching Assistant, Department of Economics, UC Santa Barbara Deputy Director of Department of Money and Banking, National Kaohsiung University of Science and Technology Director of Department of Finance, National Kaohsiung University of Science and Technology Director of Department of Money and Banking, National Kaohsiung University of Science and Technology	0
7	211300 (Independe nt Director)	Chang, Wen-Yi	Current position： Independent Director/ Remuneration Committee of Yieh Hsing Enterprise Co., Ltd Members of Appeal and Review for Kaohsiung Importers&Exporters Chamber of Commerce Education： FuHua Senior High School (1974 License passed for Senior Examination on Accounting/Auditing;1976 License passed for Customs Special	0

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Examination Level B Taxation Officer) Experience ： Office and Head of Revenue Service Office, Kaohsiung County

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VI Other Matters

Proposal 1 ： Proposed by the Board of Directors Brief ： Lifting of the Non-Compete clause for Director.

Explain ： 1. In accordance with Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
2.In order to avoid the impact on the investment development of the Company’s directors, we plan to release the prohibition on all directors from participation in competitive business.
3.Positions Statements of Release the Prohibition on Directors from Participation in Competitive Business (Please refer to Annex 7 for detail).
Resolution：

VII Extempore Motions

VIII Adjournment

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IX Annex

Annex 1

YIEH PHUI ENTERPRISE CO., LTD

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

Before and After Revision

BEFORE THE REVISION		AFTER THE REVISION
Article 5 For the appraisal report and the opinions of CPAs, attorneys, or security underwriters collected by the Company, the relevant appraisers and appraising personnel, CPAs, attorneys, or security underwriters shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. When examining a case, they shall		Article 5 For the appraisal report and the opinions of CPAs, attorneys, or security underwriters collected by the Company, the relevant appraisers and appraising personnel, CPAs, attorneys, or security underwriters shall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply withthe self-regulatory rules of their respective allied associations and the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

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	appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3. They shall undertake an item-by-item evaluation of thecomprehensiveness, accuracy,and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.	2. Whenconductinga case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3. They shall undertake an item-by-item evaluation of theappropriatenessand reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
	Article 10: The Company’s acquisition or disposal of real estate ,equipment, or right-of-use assets except for the transactions with domestic government agencies, proprietary land commissioned for construction, leased land commissioned for construction, or disposal of machinery and equipment used in operation, for an amount more than 20% of the paid-in capital or NT$300 million must be with an official appraisal report collected before the Event Date in accordance with the following requirements: 1. If a specific price, particular price, or special price is applied for reference of the transaction price due to a special reason, the Board of Directors should resolve the transaction in advance. the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 2. Two professional appraisal services must be solicited for a transaction amount more than NT$1 billion. 3. For the appraisal result of a professional appraiser with one of the following circumstances, except for the appraisal result of the assets acquired higher than the transaction amount or the appraisal	Article 10 The Company’s acquisition or disposal of real estate ,equipment, or right-of-use assets except for the transactions with domestic government agencies, proprietary land commissioned for construction, leased land commissioned for construction, or disposal of machinery and equipment used in operation, for an amount more than 20% of the paid-in capital or NT$300 million must be with an official appraisal report collected before the Event Date in accordance with the following requirements: 1. If a specific price, particular price, or special price is applied for reference of the transaction price due to a special reason, the Board of Directors should resolve the transaction in advance. the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. 2. Two professional appraisal services must be solicited for a transaction amount more than NT$1 billion. 3. For the appraisal result of a professional appraiser with one of the following circumstances, except for the appraisal result of the assets acquired higher than the transaction amount or the appraisal

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	result of the assets disposed lower than the transaction amount, the commissioned CPAsshould have it processed in accordance with Article 20 of the Generally Accepted Auditing Standards (GAAS) issued by the ROC Accounting Research and Development Foundation (hereinafter referred to as the“Accounting Research and Development Foundation”). (1) The difference between the appraisal result and the transaction amount is more than 20% of the transaction amount. (2) The difference of appraisal results between two appraisal services or more is more than 10% of the transaction amount. 4. The date of the report issued by a professional appraiser may not be more than 3 months away from the contract date. However, the original appraiser is to have an opinion issued if the two dates are subject to the same announced present value and it is not over 6 months	result of the assets disposed lower than the transaction amount, the commissioned CPAs shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price regarding the reason for the discrepancy and the appropriateness of the transaction price. (1) The difference between the appraisal result and the transaction amount is more than 20% of the transaction amount. (2) The difference of appraisal results between two appraisal services or more is more than 10% of the transaction amount. 4. The date of the report issued by a professional appraiser may not be more than 3 months away from the contract date. However, the original appraiser is to have an opinion issued if the two dates are subject to the same announced present value and it is not over 6 months
	Article 11 For the acquisition or disposal of marketable securities; except for those meet the following requirements; the Company should collect the underlying company’s most recent financial statements that are audited or reviewed by CPAs before the Event Date as reference to assess the transaction price. In addition, for the transaction amounted to 20% of the company’s paid-in capital or NT$300 million or more, commission a CPA to express an opinion on the reasonableness of the trading price before the Event Date. If a professional report is needed by the commissioned CPA, it should be processed in accordance with Article 20 of the Generally Accepted Auditing tandards (GAAS) issued by the Accounting esearch and Development Foundation,unless a market quotation of the marketable securities is available or it is otherwise provided by the Financial Supervisory Commission. (1) Securities acquired with cash and establishing or raising based on the Corporation Law. (2) Those who have participated in subscribing the marketable securities that is lawfully issued at the par value by the	Article 11 For the acquisition or disposal of marketable securities; except for those meet the following requirements; the Company should collect the underlying company’s most recent financial statements that are audited or reviewed by CPAs before the Event Date as reference to assess the transaction price. In addition, for the transaction amounted to 20% of the company’s paid-in capital or NT$300 million or more, commission a CPA to express an opinion on the reasonableness of the trading price before the Event Date. Unless a market quotation of the marketable securities is available or it is otherwise provided by the Financial Supervisory Commission. (1) Securities acquired with cash and establishing or raising based on the Corporation Law. (2) Those who have participated in subscribing the marketable securities that is lawfully issued at the par value by the underlying company for cash capitalization. (3) Those who have participated in subscribing the marketable securities that is issued by the wholly-owned subsidiary for cash capitalization.

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underlying company for cash (4) The listed/OTC and emerging capitalization. marketable securities traded at the TWSE (3) Those who have participated in or GTSM. subscribing the marketable securities that (5) Government bonds and bonds with is issued by the wholly-owned subsidiary repurchase or resale conditions. for cash capitalization. (6) Rasing funds domestically or overseas. (4) The listed/OTC and emerging (7) The acquisition or disposal of marketable securities traded at the TWSE listed/OTC stock in accordance with the or GTSM. Regulations Governing Listed/OTC (5) Government bonds and bonds with Securities Tender Offer or Auction of repurchase or resale conditions. TWSE or GTSM. (6) Rasing funds domestically or overseas. (8) Participating the fund rasising via cash (7) The acquisition or disposal of or purchasing corporate debts (including listed/OTC stock in accordance with the financial bonds) of public companies and Regulations Governing Listed/OTC the securities thus acquired are not private Securities Tender Offer or Auction of securities. TWSE or GTSM. (9) According to Article 11 Paragraph 1 of (8) Participating the fund rasising via cash the Securities Investment and Trust Act or purchasing corporate debts (including and FSC Investment, the exception financial bonds) of public companies and includes the purchase of domestic funds the securities thus acquired are not private before the founding of the funds, or securities. purchase/repurchase of domestic private (9) According to Article 11 Paragraph 1 of equity, having listed in the investment the Securities Investment and Trust Act strategies of the trust contract and the and FSC Investment, the exception related securities not written off. The rest includes the purchase of domestic funds is the same as the investment of public before the founding of the funds, or funds. purchase/repurchase of domestic private equity, having listed in the investment strategies of the trust contract and the related securities not written off. The rest is the same as the investment of public funds. Article 12 Article 12 The Company’s acquisition or disposal of The Company’s acquisition or disposal of intangible assets, or right-of-use assets intangible assets, or right-of-use assets thereof or memberships except for the thereof or memberships except for the transactions with domestic government transactions with domestic government agencies, for an amount more than 20% of agencies, for an amount more than 20% of the paid-in capital or NT$300 million, must the paid-in capital or NT$300 million, must be with CPAs commissioned to express an be with CPAs commissioned to express an opinion on the reasonableness of the opinion on the reasonableness of the trading price before the Event Date in trading price before the Event Date. accordance with Article 20 of the Generally Accepted Auditing Standards (GAAS) issued by the Accounting Research and Development Foundation. Article 15 Article 15 The Company’s acquisition or disposal of The Company’s acquisition or disposal of real estate or right-of-use assets ， from or real estate or right-of-use assets ， from or to the related party, or, the Company’s and to the related party, or, the Company’s and the related party’s acquisition or disposal the related party’s acquisition or disposal of other assets other than the real estate of other assets other than the real estate

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	or right-of-use assets for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, Except for the buy/sell of domestic government bonds, repurchase/reverse repurchase bonds, purchase or repurchase the money market funds issued by domestic securities trust firms, must have the following data approved by the Audit Committee and resolved in the Board meeting before signing the trade agreement and making prepayment: 1. The purpose, necessity, and expected benefits from the acquisition or disposal of asset. 2. The reason for choosing the related party as the trade counterpart. 3. The data related to assessing the reasonableness of the trade terms for the real estate or right-of-use assets acquired from the related party in accordance with Article 16 and Article 17. 4. The initial acquisition date and price, trade counterpart and its relationship with the Company and the related party. 5. The monthly statement of cash income and expense forecast within one year starting from the month the contract is signed. Also, assess the necessity of the transaction and the reasonableness of the fund use. 6. The appraisal report received from a professional appraiser or an opinion from the CPA in accordance with the requirements stated in the last Article. 7. The restrictions and other important stipulations of this transaction. The transaction amount referred to in the preceding paragraph should be calculated in accordance with Article 32 Paragraph 2. Also, the“within one year”refers to one year prior to the baseline date of the current event; however, the requirement is exempted if it is presented to the Board of Directors for approval. With respect to the types of transactions listed below, when to be conducted between the company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may delegate the board chairman to decide	or right-of-use assets for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, Except for the buy/sell of domestic government bonds, repurchase/reverse repurchase bonds, purchase or repurchase the money market funds issued by domestic securities trust firms, must have the following data approved by the Audit Committee and resolved in the Board meeting before signing the trade agreement and making prepayment: 1. The purpose, necessity, and expected benefits from the acquisition or disposal of asset. 2. The reason for choosing the related party as the trade counterpart. 3. The data related to assessing the reasonableness of the trade terms for the real estate or right-of-use assets acquired from the related party in accordance with Article 16 and Article 17. 4. The initial acquisition date and price, trade counterpart and its relationship with the Company and the related party. 5. The monthly statement of cash income and expense forecast within one year starting from the month the contract is signed. Also, assess the necessity of the transaction and the reasonableness of the fund use. 6. The appraisal report received from a professional appraiser or an opinion from the CPA in accordance with the requirements stated in the last Article. 7. The restrictions and other important stipulations of this transaction. With respect to the types of transactions listed below, when to be conducted between the company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within NT$500 million and have the decisions subsequently submitted to and ratified by the next board of directors meeting: . 1.Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

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such matters when the transaction is 2.Acquisition or disposal of real property within NT$500 million and have the right-of-use assets held for business use. decisions subsequently submitted to and If the company or its subsidiary that is not ratified by the next board of directors a domestic public company has the meeting: transaction mentioned in the preceding . 1.Acquisition or disposal of equipment or paragraph, and the transaction amount is right-of-use assets thereof held for more than 10% of the total assets of the business use. company, the materials listed in the 2.Acquisition or disposal of real property preceding paragraph shall be submitted to right-of-use assets held for business use. the shareholders' meeting for approval before signing the transaction contract and making payments. However, the transaction between the company and its subsidiaries, or between its subsidiaries, is not limited to this. The aforementioned trading value should be calculated according to item 2 of Article 32. The one-year period refers to the one year before the date for the implementation of the trading. The trading which has been submitted to the shareholders’ meeting and board of directors for approval and the auditing committee for acknowledgement can be excluded. Article 32 Article 32 The Company’s acquisition or disposal of The Company’s acquisition or disposal of assets with any of the following assets with any of the following circumstances should have the relevant circumstances should have the relevant information documented in the prescribed information documented in the prescribed format by its nature and noticed and format by its nature and noticed and declared through the internet reporting declared through the internet reporting system designated by the Financial system designated by the Financial Supervisory Commission within two days Supervisory Commission within two days from the Event Date: from the Event Date: 1. The Company’s acquisition or disposal 1. The Company’s acquisition or disposal of real estate or right-of-use assets from or of real estate or right-of-use assets from or to the related party, or, the Company’s and to the related party, or, the Company’s and the related party’s acquisition or disposal the related party’s acquisition or disposal of other assets other than the real estate of other assets other than the real estate or right-of-use assets for an amount more or right-of-use assets for an amount more than 20% of the paid-in capital, 10% of the than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, except for total assets, or NT$300 million, except for the buy/sell of domestic government the buy/sell of domestic government bonds, repurchase/reverse repurchase bonds, repurchase/reverse repurchase bonds, purchase or repurchase the money bonds, purchase or repurchase the money market funds issued by domestic market funds issued by domestic securities trust firms. securities trust firms. 2. Conducting merger, split, acquisition, or 2. Conducting merger, split, acquisition, or transfer of shares. transfer of shares. 3. Engaged in derivatives trading losses 3. Engaged in derivatives trading losses amounting to the loss limit amount of all amounting to the loss limit amount of all contracts or individual contract regulated in contracts or individual contract regulated

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the Procedures.

The acquisition or disposal of the assets or right-of-use assets used for operation and the transaction is not done with the related party, and the amount is over NT$1 billion.
If the company is expected to invest over NT$500 million and furthermore the transaction counterparty is not a related party when the acquisition of real estate via aonstrution by others on the compay’s own or rented land, construction to share houses, co-construction to share houses, co-construction to sell.
The assets trades other than the ones stated in the last five paragraphs or investments in Mainland China amounting to 20% of the paid-in capital or NT$300 million, except for the following circumstances:

in the Procedures.

The acquisition or disposal of the assets or right-of-use assets used for operation and the transaction is not done with the related party, and the amount is over NT$1 billion.
If the company is expected to invest over NT$500 million and furthermore the transaction counterparty is not a related party when the acquisition of real estate via aonstrution by others on the compay’s own or rented land, construction to share houses, co-construction to share houses, co-construction to sell.
The assets trades other than the ones stated in the last five paragraphs or investments in Mainland China amounting to 20% of the paid-in capital or NT$300 million, except for the following circumstances:

(1) Domestic Government bonds trade. (1) Domestic Government bonds trade or (2) The buy/sell of repurchase/reverse the foreign government bonds with a credit repurchase bonds, purchase or rating not lower than our country's repurchase the money market funds sovereign rating. issued by domestic securities trust firms. (2) The buy/sell of repurchase/reverse The transaction amount stated in the repurchase bonds, purchase or preceding paragraph is calculated in repurchase the money market funds accordance with the following methods: issued by domestic securities trust firms. 1. Referred to the amount of each The transaction amount stated in the transaction. preceding paragraph is calculated in 2. The cumulative amount of the accordance with the following methods: acquisition or disposal of the 1. Referred to the amount of each homogeneous underlying object with the transaction. same counterpart within one year. 2. The cumulative amount of the 3. The cumulative acquisition or disposal acquisition or disposal of the (independent cumulative acquisition or homogeneous underlying object with the cumulative disposal) amount of the same same counterpart within one year. real estate or right-of-use assets 3. The cumulative acquisition or disposal development project within one year. (independent cumulative acquisition or 4. The cumulative acquisition or disposal cumulative disposal) amount of the same (independent cumulative acquisition or real estate or right-of-use assets cumulative disposal) amount of the same development project within one year. marketable securities. 4. The cumulative acquisition or disposal The “within one year” refers to one year (independent cumulative acquisition or prior to the baseline date of the current cumulative disposal) amount of the same event; however, the requirement is marketable securities. exempted for the part of the transaction The “within one year” refers to one year reported in accordance with the prior to the baseline date of the current Procedures. event; however, the requirement is The Company should have the derivatives exempted for the part of the transaction transactions of the Company and its reported in accordance with the subsidiaries up to the end of the last Procedures. month prepared in the prescribed format The Company should have the derivatives

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and posted on the information reporting system designated by the Financial Supervisory Commission before the tenth day of each month. If there is any mistake or any item missing and needs to be amended, the company has to re-announce the whole thing within two days of uncovering.	transactions of the Company and its subsidiaries up to the end of the last month prepared in the prescribed format and posted on the information reporting system designated by the Financial Supervisory Commission before the tenth day of each month. If there is any mistake or any item missing and needs to be amended, the company has to re-announce the whole thing within two days of uncovering.

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Annex 2

YIEH PHUI ENTERPRISE CO., LTD.

Procedures for Acquisition and Disposal of Assets

Modified on June 23 2022

Article 1: Ordinance reference

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

Article 2: The acquisition or disposal of assets is to be processed in accordance with the “Procedures for Handling Acquisition and Disposal of Assets,” unless otherwise provided by law that shall prevail.
Article 3: The applicability of the “assets” defined in the “Procedures for Handling Acquisition and Disposal of Assets:”
Investments of stocks, bonds, corporate bonds, financial bonds, fund-based marketable securities, depositary receipts, call (put) warrants, beneficial securities, and assets-based securities.
Real estate (including land, houses and buildings, investment real estate, and inventories of construction industry) and equipment.
Membership card.
Intangible assets of patents, copyrights, trademarks, and charters.
Right-of-use assets.
Claims (including accounts receivable, foreign exchange discount and loans, and delinquent loans) of financial institutions.
Derivatives.
Acquisition or disposal of assets through legal merger, split, acquisition, or transfer of shares.

9. Other important assets.

Article 4: Terminology defined in the “Procedures for Handling Acquisition and Disposal of Assets:”
Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

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Acquisition or disposal of assets by legal merger, split, acquisition, or transfer of shares: refers to the acquisition or disposal of assets by legal mergers, splits, or acquisitions in accordance with the Merger Law, Financial Holding Company Law, Financial Institutions Merger Act, or other law, or by issuing new stock shares in accordance with Article 156-3 of the Company Law for the transfer of shares from other companies (hereinafter referred to as the “transfer of shares”).
The related party and subsidiaries: The identity should be verified in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.”
Professional appraisers: refers to real estate appraiser or others engaged in real estate and equipment appraisal business in accordance with the law.
Event Date: refers to the contract signing date, the payment date, commission closing date, the transfer date, the Board resolution date, or other date with the transaction counterpart and transaction amount sufficiently determined, whichever is sooner (earlier). However, if the approval of the competent authorities is mandatory to the investments, one of the aforementioned dates or the competent authorities approval date whichever is sooner (earlier) shall prevail
Investment in Mainland China: refers to the investment in China in accordance with the Regulations Governing Licensing Investment or Technical Cooperation in Mainland China of the Investment Commission
Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.
Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.
Article 5: For the appraisal report and the opinions of CPAs, attorneys, or security underwriters collected by the Company, the relevant appraisers and appraising personnel, CPAs, attorneys, or security underwriters shall meet the following requirements:
May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or

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occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

May not be a related party or de facto related party of any party to the transaction.
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with theself-regulatory rules of their respective allied associations and the following:

Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.

Article 6: Procedures for Handling Acquisition and Disposal of Assets

Assessment and operating procedures
(1) The acquisition or disposal of marketable securities investments is conducted in accordance with the investment revolving operations of the Company’s internal control system.
(2) The Company’s acquisition or disposal of intangible assets, real estate, and equipment or right-of-use assets is thereof or memberships conducted in accordance with the Company’s internal control system general management and fixed assets, plants, and equipment revolving procedures.
The Company’s acquisition or disposal of marketable securities investment should be approved by the President and Chairman and must also be resolved by the Board of Directors if it is for an amount over NT$300 million.
The Company’s acquisition or disposal of intangible assets, real estate, and

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equipment or right-of-use assets is thereof or membership ,conducted in accordance with the following requirements:

(1)Acquisition: The Company’s acquisition of intangible assets, real estate, and equipment or right-of-use assets thereof or membership ,after the process of price inquiry, comparison, and bargaining should be presented to the competent supervisor for approval. For an amount of more than NT$300 million, it should be presented to the Board of Directors for resolutions.
(2) Disposal: The Company’s disposal or sale of intangible assets, real estate, and equipment or right-of-use assets thereof or membership cards, should be specially proposed by the original using department with the reasons explained and with the process of price inquiry, comparison, and bargaining handled by the property custodian, and then presented to the competent supervisor for approval. For an amount of more than NT$300 million, it should be presented to the Board of Directors for resolutions.
Article 7: When the Company has acquisition and disposal of assets handled in accordance with the “Procedures for Handling Acquisition and Disposal of Assets” or other laws and regulations that requires the process shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution. If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting.
A material assets or material derivative transaction must be approved by a majority of the Audit Committee members; also, it must be submitted to the Board of Directors for resolutions. If a majority of the Audit Committee members does not approve it, it should be approved by two thirds of the board of directors and the resolutions of the Audit Committee should be documented in the minutes of the board meeting.
Article 8: The acquisition of real estate or right-of-use asset not used in business operation and marketable securities investment of the Company and its subsidiaries is subject to the following restrictions:
The acquisition of real estate or right-of-use asset thereof or securities not used in business operation by the Company and its subsidiaries shall not exceed 150% of the Company’s net worth at one time.
Each marketable securities investment amount of the Company and its subsidiaries shall not exceed 50% of the Company’s net worth at the time.
Article 9: The procedures for handling acquisition and disposal of assets by the subsidiary of the Company
A subsidiary of the Company shall have the “Procedures for Handling Acquisition and Disposal of Assets” stipulated in accordance with the

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requirements and have it resolved in the Audit Committee and/or Board of Directors and/or Shareholders’ meeting for enforcement; the amendments should be processed the same way.

If the subsidiary of the Company is not a public company with an acquisition or disposal of assets subject to the notice and declaration requirements of Article 32, the Company should handle the notice and declaration process, post it on the Internet reporting system, and present it for inspection.
If the subsidiaries stated in the preceding paragraph with an acquisition or disposal of assets subject to the notice and declaration requirements of paid-in capital or total assets in Article 32 Paragraph 1, it is based on the Company’s paid-in capital or total assets.
Article 9.1:Regarding the requirement of 10% total assets, it is based on the total assets amount in the most recent proprietary or individual financial statements that are prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.” For the Company’s stock that has no face value or the face value is not for NT$10, the requirement of “trade amount equivalent to 20% of the paid-in capital” is replaced by the “10% of shareholders’ equity.”
Article 10: The Company’s acquisition or disposal of real estate ,equipment, or right-of-use assets except for the transactions with domestic government agencies, proprietary land commissioned for construction, leased land commissioned for construction, or disposal of machinery and equipment used in operation, for an amount more than 20% of the paid-in capital or NT$300 million must be with an official appraisal report collected before the Event Date in accordance with the following requirements:
If a specific price, particular price, or special price is applied for reference of the transaction price due to a special reason, the Board of Directors should resolve the transaction in advance. the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.
Two professional appraisal services must be solicited for a transaction amount more than NT$1 billion.
For the appraisal result of a professional appraiser with one of the following circumstances, except for the appraisal result of the assets acquired higher than the transaction amount or the appraisal result of the assets disposed lower than the transaction amount, the commissioned CPAs shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price regarding the reason for the discrepancy and the appropriateness of the transaction price.
(1) The difference between the appraisal result and the transaction amount is more than 20% of the transaction amount.

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(2) The difference of appraisal results between two appraisal services or more is more than 10% of the transaction amount.
The date of the report issued by a professional appraiser may not be more than 3 months away from the contract date. However, the original appraiser is to have an opinion issued if the two dates are subject to the same announced present value and it is not over 6 months
Article 11: For the acquisition or disposal of marketable securities; except for those meet the following requirements; the Company should collect the underlying company’s most recent financial statements that are audited or reviewed by CPAs before the Event Date as reference to assess the transaction price. In addition, for the transaction amounted to 20% of the company’s paid-in capital or NT$300 million or more, commission a CPA to express an opinion on the reasonableness of the trading price before the Event Date. If a professional report is needed by the commissioned CPA, it should be processed in accordance with Article 20 of the Generally Accepted Auditing Standards (GAAS) issued by the Accounting Research and Development Foundation, unless a market quotation of the marketable securities is available or it is otherwise provided by the Financial Supervisory Commission.
(1) Securities acquired with cash and establishing or raising based on the Corporation Law ..
(2) Those who have participated in subscribing the marketable securities that is lawfully issued at the par value by the underlying company for cash capitalization.
(3) Those who have participated in subscribing the marketable securities that is issued by the wholly-owned subsidiary for cash capitalization.
(4) The listed/OTC and emerging marketable securities traded at the TWSE or GTSM.
(5) Government bonds and bonds with repurchase or resale conditions.
(6) Rasing funds domestically or overseas.
(7) The acquisition or disposal of listed/OTC stock in accordance with the Regulations Governing Listed/OTC Securities Tender Offer or Auction of TWSE or GTSM.
(8) Participating the fund rasising via cash or purchasing corporate debts (including financial bonds) of public companies and the securities thus acquired are not private securities.
(9) According to Article 11 Paragraph 1 of the Securities Investment and Trust Act and FSC Investment, the exception include the purchase of domestic funds before the founding of the funds, or purchase/repurchase of domestic private equity, having listed in the investment strategies of the trust contract and the related securities not written off. The rest is the same as the investment of public funds.

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

The transaction amount in the preceding paragraph should be calculated in accordance with Article 12. 1.

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

，
Article 15: The Company’s acquisition or disposal of real estate or right-of-use assets from or to the related party, or, the Company’s and the related party’s acquisition or disposal of other assets other than the real estate or right-of-use assets for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, Except for the buy/sell of domestic government bonds, repurchase/reverse repurchase bonds, purchase or repurchase the money market funds issued by domestic securities trust firms, must have the following data approved by the Audit Committee and resolved in the Board meeting before signing the trade agreement and making prepayment:
The purpose, necessity, and expected benefits from the acquisition or disposal of asset.
The reason for choosing the related party as the trade counterpart.
The data related to assessing the reasonableness of the trade terms for the

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real estate or right-of-use assets acquired from the related party in accordance with Article 16 and Article 17.

The initial acquisition date and price, trade counterpart and its relationship with the Company and the related party.
The monthly statement of cash income and expense forecast within one year starting from the month the contract is signed. Also, assess the necessity of the transaction and the reasonableness of the fund use.
The appraisal report received from a professional appraiser or an opinion from the CPA in accordance with the requirements stated in the last Article.
The restrictions and other important stipulations of this transaction.

With respect to the types of transactions listed below, when to be conducted between The company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within NT$500 million and have the decisions subsequently submitted to and ratified by the next board of directors meeting:

. 1. Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
Acquisition or disposal of real property right-of-use assets held for business use.

If the company or its subsidiary that is not a domestic public company has the transaction mentioned in the preceding paragraph, and the transaction amount is more than 10% of the total assets of the company, the materials listed in the preceding paragraph shall be submitted to the shareholders' meeting for approval before signing the transaction contract and making payments. However, the transaction between the company and its subsidiaries, or between its subsidiaries, is not limited to this.

The aforementioned trading value should be calculated according to item 2 of Article 32. The one-year period refers to the one year before the date for the implementation of the trading. The trading which has been submitted to the shareholders’ meeting and board of directors for approval and the auditing committee for acknowledgement can be excluded.

Article 16: The Company should have the reasonableness of transaction cost of the real estate or right-of-use assets acquired from the related party assessed in accordance with the following methods:
It includes the related party’s transaction price plus necessary fund interest and the cost to be borne by the buyer in accordance with the law. The “necessary fund interest cost” is calculated in accordance with the weighted average interest rate of the year the assets purchased; however, it may not be higher than the highest loan interest rate of non-financial sector announced by the Ministry of Finance.
If the related party has the underlying object mortgaged as loan collateral

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to a financial institution, the financial institution is to assess the total loan value of the underlying object. However, the actual cumulative loan value of the underlying object granted by the financial institution should be more than 70% of the total assessed loan value with a loan period for more than one year, unless the trade counterpart is a related party of the financial institution.

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

The cost of the real estate or right-of-use assets acquired from the related party should be assessed in accordance with the requirements of preceding two paragraphs; also, a CPA should be commissioned to review and express an opinion specifically.

The real estate or right-of-use assets acquired from the related party in one of the following circumstances should be processed in accordance with preceding paragraph and it is not subject to the requirements of the last three paragraphs:

The related party has acquired the real estate or right-of-use by inheritance or donation.
The related party has an agreement signed to acquire the real estate or right-of-use over 5 years ago from the current transaction.
The real estate is acquired by commissioning the related party to construct the real estate, including signing a joint construction contract, proprietary land commissioned for construction, and leased land commissioned for construction.
The real property right-of-use assets for business use are acquired by the company with its subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
Article 17: If the price assessed in accordance with Paragraph 1 and Paragraph 2 is lower than the trading price, it should be handled in accordance with Article 18, except for in the following circumstances with objective evidences presented, a real estate professional appraisal report received, and a specific and reasonable opinion issued by the CPA:
The related party that has acquired or leased a prime land for construction may evidence its complying with one of the following conditions:
- (1) Prime land is assessed in accordance with the methods stated in the preceding paragraph. Housing is assessed in accordance with the total amount of related party’s construction cost plus reasonable construction profit exceeding the actual trading price. The “reasonable construction profit” is the average gross profit rate of the related

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party’s construction department within the last three years or the most recent gross profit rate of the construction industry published by the Ministry of Finance whichever is lower.

(2) The other floors of the same underlying premise and land or the transaction conducted by a non-related party in the adjacent area within one year for the similar floorage. In addition, the trading conditions are equivalent according to the assessment of the reasonable floor or regional price spread in a general real estate or leasing trade.
Prove the trading conditions for the real estate a or obtaining real property right-of-use assets through leasing acquired from the related party is equivalent with the transaction conducted by a non-related party in the adjacent area within one year for the same floorage.

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

Article 18: If the price of the real estate or right-of-use assets acquired by the Company from the related party that is assessed in accordance with preceding two paragraphs is lower than the trading price, it should be handled in accordance with the follows:
For the spread between the real estate or right-of-use assets trading price and assessed cost, special reserve should be appropriated in accordance with Article 41 Paragraph 1 of the Securities and Exchange Act; also, it may not be applied for distribution or capitalized for stock dividend. For the Company’s investment valued in accordance with the equity method, special reserve should be appropriated for the aforementioned spread amount proportionally to the shareholding ratio in accordance with Article 41 Paragraph 1 of the Securities and Exchange Act.
An independent director of the Audit Committee should have it handled in accordance with Article 218 of the Company Act.
Preceding two paragraphs should be presented in the shareholders meeting; also, the transaction details should be disclosed in the annual report and prospectus.

The special reserve appropriated in accordance with the requirements stated in the preceding paragraph cannot be used until the assets purchased or leased at high price are with allowance for loss in valuation appropriated or it is disposed, or, the leasing contract has been terminated with proper compensation restitution made, or without evidence of unreasonableness,

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and with the consent of the Financial Supervisory Commission.

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

Article 19: Procedures for Handling Acquisition and Disposal of Derivatives

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

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

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

(1) Credit risk management: Conduct trades mainly with the associating banks and legitimate brokers and set the trade quota in advance for each associating banks. The Finance Officer is responsible for the control without focusing business transactions on few institutions. Also, adjust the trade quote of each associating financial institution flexibly in accordance with changes in market prices.
(2) Market risk management: It is limited to the trades conducted in stock market and OTC market.
(3) Liquidity risk management: It is mainly focusing on the instruments with long trading time, high liquidity, and stable market price.
(4) Cash flow risk management: Changes in cash flow should be assessed; also, source of fund is limited to the proprietary fund.
(5) Operational risk management: shall comply with the authorized quota and operating procedures regulated by the Company and should have it included in the internal auditing process to avoid operating risk. Moreover, derivatives traders and personnel responsible for confirmation and settlement may not be inter-changeable. Personnel responsible for derivatives settlement shall follow up on the derivatives transactions that will be due within one week and with the derivatives traders informed to ensure correct derivatives settlement.
(6) Legal risk management: Non-stereotyped transaction contract

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documents shall be countersigned by the Legal Affairs Office.

Derivatives traders and personnel responsible for confirmation and settlement may not be inter-changeable.
Scope of authorization:
(1) transaction (investment)

(calculated by the amount of contract rather than the amount of guarantee)

level	Daily volume	Authorised amount	remark
board of director	greater than US$10 million	none	when the daily volume is over US$ 10 million, it has to be done with the approval of board of directors
ratified by the chairman and to be approved by the latest meeting of the board of directors	Not great than US$10 million	Not greater than US$30 million	directors authorize the chairman to ratify in advance and to be approved by the latest meeting of the board of directors
the chairman	Not greater than US$2.5 million	Not greater than US$7.5 million	required the approval of the board of directors due to over the limit
the general manager	Not greater than US$500,000	Not greater than US$2.5 million	required the approval of the chairman due to over the limit

(2) non-transaction (hedging)

(calculated by the amount of contract rather than the amount of guarantee)

level	Daily volume	Authorised amount	remark
board of director	greater than US$20 million	none	when the daily volume is over US$ 20 million, it has to be done with the approval of board of directors
ratified by the chairman and to be approved by the latest meeting of the board of directors	Not great than US$20 million	Not greater than US$60 million	directors authorize the chairman to ratify in advance and to be approved by the latest meeting of the board of directors
the chairman	Not greater than US$5 million	Not greater than US$15 million	required the approval of the board of directors due to over the limit
the general manager	Not greater than US$1million	Not greater than US$5 million	required the approval of the chairman due to over the limit

The Company has the derivatives operations assigned to the responsible units as follows in accordance with the nature of work.
Procurement Unit: Responsible for drafting up the operation strategies

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for the trade of instruments and futures in accordance with the scope of authorization.

Finance Office:
- (1) Responsible for drafting up the operation strategies for the trade of derivatives other than instruments and futures.
- (2) Conduct trades in accordance with the scope of authorization.
Legal Affairs Office: Responsible for reviewing the non-stereotyped transaction contract documents;
Accounting Office: Responsible for the accounting process of derivatives transactions, the preparation of financial statements, and regular data summary.
Audit Office: Understand the adequacy of internal control, including division of responsibilities and operational procedures; audit the compliance with the Procedures for Derivatives Trading of the trade department.
Risk measurement, monitoring, and control personnel should not be in the same department with the personnel stated in the preceding personnel; also, should report to the Board of Directors or the senior management that is not responsible for trade or position decision-making.
The department responsible for derivative transactions should base its assessment on the following criteria:
(1) Performance evaluation:
1. Non-trading:
  - (1) The Finance Office has based the performance evaluation of the realized net profit and loss position after the closing of the trade day for each trade contract on the type of instrument.
  - (2) Compare the profit and loss performance and conduct regular reviews for the target set and report it to the Chairman for review and approval.
2. Trading:
  - (1) Realized position: The Finance Office has based the performance evaluation on the actual profit or loss position.
  - (2) Unrealized position: Base the performance evaluation on the net profit and loss and total profit and loss of the open position calculated in accordance with the closing price every day.
(2) Regular assessment:
1. The Finance Office regularly reviews whether the operation performance meets the established business strategies and the risk is within the tolerable range specified in accordance with the current Income Statement.
2. The Finance Office should have the position held for trade assessed at least once a week. The position held not for trade

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assessed at least once every 15 days; also, the assessment report should be presented to the Chairman for review and approval.

Total contract amount and loss limit:

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

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

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

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

Article 21: The Board of Directors is to monitor and manage the Company’s derivatives trades in accordance with the following principles:
The designated senior management should monitor and control the risk of the derivative transactions at any time.
Regularly reviews whether the performance of derivative transactions meets the established business strategies and the risk is within the tolerable range specified.

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

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

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

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

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

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Article 23: The Company while handling merge, split, acquisition, or transfer of shares should commission CPAs, lawyers, or securities underwriters to express an opinion on the reasonableness of the swap ratio, acquisition price, or the distribution of cash or other assets to shareholders before the resolutions reached in the board meeting; also, it should be presented to the Board of Directors for review and approval. However, if the parent company merges with its 100% owned subsidiary, or the merge between its 100% owned subsidiaries, there is no need to acquire the feasibility assessment of specialists.
Article 24: The Company while engaged in the merger, split, or acquisition should have the merger, split, or acquisition agreement and the related matters composed before the shareholders meeting for distribution to shareholders along with the opinions of specialists referred to in Paragraph 1 of the preceding Article and the shareholders meeting notice for shareholders’ reference in voting on the merger, split, or acquisition proposal; unless otherwise provided by other law and regulations exempting the merger, split, or acquisition proposal from being resolved in the shareholders meeting.

If the shareholders meeting of the parties engaged in the merger, split, or acquisition cannot be convened or resolved due to the issues of insufficient attendance rate, voting right inadequacy, or other legal restrictions, or, motions are vetoed in the shareholders meeting, the parties engaged in the merger, split, or acquisition should immediately disclose the root cause, the subsequent processing operations, and the expected date of the shareholders meeting to be convened.

Article 25: The Company while engaged in the merger, split, or acquisition, unless otherwise provided by law or for some reasons with the consent of the Financial Supervisory Commission in advance, should have the board meeting and shareholders meeting convened in the same day to resolve the merger, split, or acquisition matters.

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

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

Personnel basic information: including the job title, name, and identity card number (or Passport No. for foreigners) of those who engaged in the merger, split, acquisition, or transfer of shares or the project leader before the news made public.

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Important Event Date: including signing a letter of intent or memorandum of understanding, commissioning finance or legal adviser, signing a contract, and the Board meeting date.
Important documents and minutes of meeting: including merge, split, acquisition, or transfer of shares plan, letter of intent or memorandum of understanding, important contracts, and minutes of board meeting.

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

Article 26: The Company’s staff who is engaged in or knows about the merge, split, acquisition, or transfer shares plan should issue a written confidentiality commitment not to disclose the contents of the plan before it is made public; also, may not trade the stock and equity-based marketable securities of the companies that are engaged in the merge, split, acquisition, or transfer of shares for themselves or on behalf of others.
Article 27: The Company engaged in the merger, split, acquisition, or transfer of shares may not have the swap ratio or purchase price changed arbitrarily except for in the following circumstances. In addition, it should have the conditions for changes stipulated in the merge, split, acquisition, or transferee of shares contract.
Processing cash capitalization, issuing convertible bonds, stock dividend, issuing corporate bonds with warrants, preferred stock with warrants, stock options, and other equity-based marketable securities;
The acts, including the disposal of material assets, that affect the Company’s financial operations;
The events, including major disasters and major changes in technology, that affect the Company’s shareholder equity or the price of securities;
The adjustment made for the Treasury stock repurchased by any of the companies engaged in the merger, split, acquisition, or transferee of shares;
The change in the main company or the number of companies that are engaged in the merger, split, acquisition, or transferee of the shares;
The additional conditions for changes illustrated in the contract that are already disclosed to the public;
Article 28: The Company engaged in the merger, split, acquisition, or transfer of shares should have the rights and obligations related to the merger, split, acquisition, or transfer of shares detailed in the contract, including the following matters:
Breach of contract.
The principles for handling the equity-based marketable securities issued or the Treasury stock repurchased before the Company extinguished due

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to a merger or split.

The shares of Treasury stock that can be repurchased and the handling principle after the Company’s swap baseline date.
Handling the change in the main company or the number of companies that are engaged in the transactions.
The expected project in progress and the expected project completion date;
When the project is not completed on time, the relevant procedures for convening a shareholders meeting in accordance with the law and regulations.
Article 29: If any company involved in the merger, split, acquisition, or transfer of shares after the information made public intends to engage in the merger, split, acquisition, or transfer of shares with other companies, unless the number of participating companies is reduced, the resolution is reached in the shareholders meeting, and the Board of Directors is authorized in the shareholders meeting to change the limit of authority, the participating companies may be exempted from convening a shareholders meeting in making another resolution. In addition, the procedures or legal acts completed in the original merger, split, acquisition, or transfer of shares should be repeated by all participating companies.
Article 30: The Company should have an agreement signed with the companies engaged in the merger, split, acquisition, or transfer of the shares that are not public companies in accordance with Article 25, Article 26, and preceding paragraph.
Article 31: The Company’s Finance Office should have had the acquisition or disposal of assets related contracts, minutes of meeting, registries, appraisal reports, and the opinions of the CPAs, lawyers, or security underwriters ready at the Company, unless otherwise provided by laws, for at least five years.
Article 32: The Company’s acquisition or disposal of assets with any of the following circumstances should have the relevant information documented in the prescribed format by its nature and noticed and declared through the internet reporting system designated by the Financial Supervisory Commission within two days from the Event Date:
The Company’s acquisition or disposal of real estate or right-of-use assets from or to the related party, or, the Company’s and the related party’s acquisition or disposal of other assets other than the real estate or right-of-use assets for an amount more than 20% of the paid-in capital, 10% of the total assets, or NT$300 million, except for the buy/sell of domestic government bonds, repurchase/reverse repurchase bonds, purchase or repurchase the money market funds issued by domestic securities trust firms.
Conducting merger, split, acquisition, or transfer of shares.
Engaged in derivatives trading losses amounting to the loss limit amount

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of all contracts or individual contract regulated in the Procedures.

The acquisition or disposal of the assets or right-of-use assets used for operation and the transaction is not done with the related party, and the amount is over NT$1 billion.
If the company is expected to invest over NT$500 million and furthermore the transaction counterparty is not a related party when the acquisition of real estate via aonstrution by others on the compay’s own or rented land, construction to share houses, co-construction to share houses, co-construction to sell.
The assets trades other than the ones stated in the last five paragraphs or investments in Mainland China amounting to 20% of the paid-in capital or NT$300 million, except for the following circumstances:
(1) Domestic Government bonds trade or the foreign government bonds with a credit rating not lower than our country's sovereign rating.
(2) The buy/sell of repurchase/reverse repurchase bonds, purchase or repurchase the money market funds issued by domestic securities trust firms.

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

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

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

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

If there is any mistake or any item missing and needs to be amended, the company has to re-announce the whole thing within two days of uncovering.

Article 33: The notice and declaration of the trades as stated in the preceding paragraph with any of the following circumstances should be posted on the designated website within two days from the Event Date:
The contracts of the original trade is changed, terminated, or cancelled.

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The merger, split, acquisition, or transfer of shares is not completed in accordance with the contracted schedule.
The content of the original notice is changed.
Article 34: The responsible personnel of the Company in violation of the Procedures for Handling Acquisition and Disposal of Assets should be punished in accordance with the Company’s Disciplinary Act.

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Annex 3

YIEH PHUI ENTERPRISE CO., LTD Comparison Table for the “Corporate Charter”

Before and After Revision

BEFORE THE REVISION AFTER THE REVISION Article 5 Article 5 The Company’s total authorized capital The Company’s total authorized capital amounted to NT$20 billion with 2 billion amounted to NT$30 billion with 3 billion shares issued at NT$10 per share in shares issued at NT$10 per share in installments. installments. Article 12 Article 12 Shareholders meetings include general Shareholders meetings include general shareholders meetings and shareholders meetings and extraordinary extraordinary shareholders meetings. shareholders meetings. General General shareholders meetings are shareholders meetings are held once a year held once a year and they are to be and they are to be convened within 6 months convened within 6 months after the after the fiscal year. The Board of Directors fiscal year. The Board of Directors will will notify all shareholders 30 days in notify all shareholders 30 days in advance. In addition, an extraordinary advance. In addition, an extraordinary shareholders meeting will be convened if shareholders meeting will be convened necessary. The company's shareholders if necessary. meeting may be held by video conference or other methods announced by the competent authority.

Article 31 Article 31 (The above is omitted) (The above is omitted) 2. Distribution conditions and timing: 2. Distribution conditions and timing: The Company’s final accounts of each The Company’s final accounts of each year, year, after paying tax and making up after paying tax and making up prior losses prior losses and the net of the 10% and the net of the 10% legal reserve, and legal reserve, and with the special with the special reserve appropriated or reserve appropriated or reserved reserved according to the operational needs according to the operational needs or or ordinances, plus the cumulative total ordinances, plus the cumulative total unallocated surplus are available for unallocated surplus are available for distribution. when the board of the directors distribution. when the board of the decides to distribute retained earnings, if it is directors decides to distribute retained to be done by issuing new shares, it has to earnings, if it is to be done by issuing be approved by the stockholders’ meeting. new shares, it has to be approved by When the company has to allocate special the stockholders’ meeting. (Omitted reserve by law, for the cumulative amount of below) net increase in fair value and the cumulative net amounts of other deductions from equity, before distributing earnings, the company has to allocate an amount of special reserve equal to the amount allocated to undistributed earnings for the preceding period. If there remains any insufficiency, allocate it from the

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		amount of the after-tax net profit for the period, plus items other than after-tax net profit for the period, that are included in the undistributed earnings of the period. Based on the Corporation Law Article 240 Item 5, the board of the directors may distribute dividends and bonuses in whole or in part in cash after a resolution has been adopted by a majority vote with two thirds of the members present; such a decision should report to the shareholders’ meeting. (Omitted below)
Article 36 The Forty-three amendment was made on June 18, 2020		Article 36 The Forty-fouramendment was made on June 23, 2022

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Annex 4

YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter

Chapter 1 General Rules

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

Article 2: The Company’s business services are as follows:
1. A102080 Horticulture
C801010 Basic Industrial Chemical Manufacturing
C901990 Other Non-metallic Mineral Products Manufacturing
CA01010 Iron and Steel Refining
CA01020 Iron and Steel Rolls over Extends and Crowding
CA01030 Iron and Steel Casting
CA01050 Iron and Steel Rolling, Drawing, and Extruding
CA01060 Steel Wires and Cables Manufacturing
CA02010 Metal Architectural Components Manufacturing
CA02090 Metal line Products Manufacturing
CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified 12. CA04010 Metal Surface Treating
CB01010 Machinery and Equipment Manufacturing
CB01990 Other Machinery Manufacturing Not Elsewhere Classified
CC01080 Electronic Parts and Components Manufacturing
CD01030 Automobiles and Parts Manufacturing
CD01040 Motor Vehicles and Parts Manufacturing
F101100 Wholesale of Flowers
F106010 Wholesale of Ironware
F111090 Wholesale of Building Materials
F113010 Wholesale of Machinery
F114030 Wholesale of Motor Vehicle Parts and Supplies
F199990 Other Wholesale Trade
F201070 Retail sale of Flowers
F206010 Retail Sale of Ironware
F211010 Retail Sale of Building Materials
F213080 Retail Sale of Machinery and Equipment
F214030 Retail Sale of Motor Vehicle Parts and Supplies
F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
F401010 International Trade
E103011 Steel Construction
H701010 Residence and Buildings Lease Construction and Development

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H701040 Specialized Field Construction and Development
H701060 New County and Community Construction and Investment
H703090 Real Estate Commerce
H703100 Real Estate Rental and Leasing
JE01010 Rental and Leasing Business
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company was established in Kaohsiung City. When necessary, branches will be setup domestically and internationally with the resolutions of the Board of Directors.
Article 4: The total transfer investment amount of the Company is not subject to the limitation of 40% of total paid-in capital threshold defined in Article 13 of the Company Act.

Chapter 2 Stock shares

Article 5: The Company’s total authorized capital amounted to NT$20 billion with 2 billion shares issued at NT$10 per share in installments.
Article 5.1: The Company has stock shares transferred to employees at an average price lower than the actual repurchase price, has stock option certificates issued to employees at a price below the market price (net share value) that is resolved with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing two thirds of the voting rights.
Article 6: The shares of the company are all registered with the holders' names, signed or sealed by the director representing the company, and issued via the approval of the authorized institution or the one with such authorities. Also, the Company’s order shares can be issued without stock printout; however, should contact the Securities Central Depository Institution for registration.
Article 7: Shareholders should have their name/title and domicile/residence reported to the Company, fill out the signature card and then send it to the Company for filing. The loss or destruction of the seal or for other reasons the seal specimen needed to be replaced should be processed in accordance with the Regulations Governing the Handling of Stock Affairs by Public Companies.
Article 8: The transferor and the transferee shall fill out an “Application for Transfer of Shares” together with the transferred shares submitted to the Company to apply for stock transfer that cannot be used against the Company until it is post to the shareholder registry.
Article 9: The lost or damaged stocks, if any, are to be processed in accordance with the Company Act and general law and regulations.

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Article 10: (Deleted)

Article 11: The stock cut-off date is 60 days prior to the general shareholders meeting, 30 days prior to the extraordinary shareholders meeting, or 5 days prior to the baseline date announced by the Company for the distribution of dividends, bonuses, and other benefits.

Chapter 3 Shareholders meeting

Article 12: Shareholders meetings include general shareholders meetings and extraordinary shareholders meetings. General shareholders meetings are held once a year and they are to be convened within 6 months after the fiscal year. The Board of Directors will notify all shareholders 30 days in advance. In addition, an extraordinary shareholders meeting will be convened if necessary. The company's shareholders meeting may be held by video conference or other methods announced by the competent authority.
Article 13: Shareholders who are unable to attend a shareholders meeting for valid reasons may issue a proxy provided by the Company with the scope of authorization specified to have the representative attended the meeting on their behalf. Attending shareholders meeting by proxy is to be handled in accordance with Article 25.1 of the Securities and Exchange Act.
Article 14: The Chairman of the Board of Directors is to chair the shareholders meeting. If the Chairman is on leave or unable to exercise powers, the meeting is to be chaired by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting.
Article 15: Shareholders of the Company are entitled to one voting right per share except for those without voting right listed in Article 179 of the Company Act.
Article 16: The resolution reached in the shareholders meeting is deemed passed that are with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing a majority of the voting right, unless otherwise provided by the Company Act.
Article 17: The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The Company may have the minutes of meeting in the preceding paragraph distributed by announcement. The minutes of meeting should be prepared in accordance with the year, month, date, place, the Chairman’s name, resolution methods, and the gist and result of the proceeding; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies.

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Chapter 4 Directors	Chapter 4 Directors
Article 18:	The Company is with 7 directors appointed by a nomination system.
	They are elected among the competent shareholders in the shareholders
	meeting in accordance with Article 198 of the Company Act. Directors
	and supervisors are appointed for a term of 3-year and can be appointed
	for the 2ndterm. Also, the minimum shareholding ratio of the directors
	shall comply with the requirements of the securities competent
	authorities.
	A majority of the Company’s directors should not be in any of the
	following relationships:
	1. Spouse
	2. Secondary relatives
Article 18.1:	For the number of directors stated in the preceding paragraph, there must
	be at least two independent directors, which may not be less than one fifth
	of the total number of directors. The professional qualifications of the
	independent directors, shareholdings, part-time job constraints, the
	nomination and election methods, and other binding matters should be
	handled in accordance with the relevant requirements of the securities
	competent authorities.
Article 19:	Directors at the expiry of their terms of office, due to delays in re-election,
	shall continue to perform duties until the newly elected directors are
	ready to take over the office. However, the competent authorities may
	command the Company to complete the re-election before the deadline.
	If the re-election is not completed after the deadline, the current directors
	and supervisors will be discharged automatically after the expiry date.
Article 20:	The Board of Directors is organized by the directors with the attendance
	of two thirds of the directors and the consent of the directors representing
	a majority of the attending directors to elect the Chairman and the Vice
	Chairman, if necessary. The Chairman is to execute all business matters
	resolved in accordance with law and regulations, Articles of Association,
	shareholders meeting, and Board meeting.
Article 21:	When the vacancy of directors is one third, there has to be a by-election
	to make up for the missing directors, whose term is limited to that of the
	current board members.
Article 22:	The board meeting is convened quarterly at least. The reasons for
	convening the board meeting should be stated in the notice to directors
	seven days in advance. An extraordinary board meeting can be
	convened due to an urgent matter. The notice of a board meeting as
	stated in the preceding paragraph should be processed in writing or by
	fax or e-mail. If the Chairman deems it necessary or when requested by
	two or more directors to have an extraordinary board meeting convened,
	the Chairman of the Board of Directors is to chair the board meeting. If
	the Chairman is unable to exercise powers, the meeting is to be chaired
	by the individual designated by the Chairman. If there is not an individual

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designated, one director shall be elected among the directors to chair the meeting. Article 23: The resolution reached in the board meeting is deemed as passed that is with the attendance of a majority of the directors and the consent of a majority of the attending directors, unless otherwise provided by the Company Act. Directors who are unable to attend the meeting for reasons may issue a proxy with the scope of authorization specified to have other director attended the meeting on their behalf; however, it is limited to one person, one proxy. Article 24: The motions resolved in the board meeting must be documented in the minutes of meeting, which must be signed and sealed by the Chairman and then distributed to all directors within 20 days after the meeting. The gist and result of the proceeding should be documented in the minutes of meeting; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies. Article 25: Based on Article 14.4 of the Securities and Exchange Act, Yieh-Phui sets up an auditing committee. The committee or its members are to execute the Company Act, Securities and Exchange Act and other regulations that are under the purview of the supervisors.

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

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

Chapter 5 Managerial personnel and employees

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

Chapter 6 Final accounts

Article 30: At the end of the accounting year, the board of directors has to get the following statements ready to be approved by the auditing committee and the board of directors, then to be ratified by the stockholder’s meeting. 1. Operation Statement

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Financial Statement
Dividend declaration or Statements of deficit compensated

Article 30.1: An appropriate amount equivalent to 0.2% of the annual earnings (the so-called earnings refer to the net income before tax and refer to the profit before deducting remuneration to employees, directors, if any, as remuneration to employees and 0.1% or less as remuneration to directors. However, an amount equivalent to the accumulated losses, if any, should be reserved in advance to make up such losses.

Article 31: The Company’s final accounts of each year are distributed as follows: 1. Dividend policy

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

Distribution conditions and timing:

The Company’s final accounts of each year, after paying tax and making up prior losses and the net of the 10% legal reserve, and with the special reserve appropriated or reserved according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. when the board of the directors decides to distribute retained earnings, if it is to be done by issuing new shares, it has to be approved by the stockholders’ meeting. When the company has to allocate special reserve by law, for the cumulative amount of net increase in fair value and the cumulative net amounts of other deductions from equity, before distributing earnings, the company has to allocate an amount of special reserve equal to the amount allocated to undistributed earnings for the preceding period. If there remains any insufficiency, allocate it from the amount of the after-tax net profit for the period, plus items other than after-tax net profit for the period, that are included in the undistributed earnings of the period.

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

3.Types of dividends:

Assess capital needs in accordance with the expansion planning and

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  - profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%.

Dividend distribution, depending on the profitability, is proposed by the Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.
Article 31-1: Based on Article 241 of the Corporation Law, if Yieh Phui is to distribute the whole or part of its legal reserve and capital reserve, by issuing new shares or cash prorata to the holdings of the stockholders, The following is to be observed. If cash dividend is issued, the board of the directors may do so with two thirds of members present with a majority vote and report to the stockholders’ meeting. If that is done by issuing new shares, the distribution has to be done with the approval of the stockholders’ meeting

Chapter 7 Bylaw

Article 32: The Company may conduct external guarantee business.
Article 33: The Company’s organizational procedures and work rules are to be regulated separately by the Board of Directors.
Article 34: The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and other laws and regulations.
Article 35: The Articles of Incorporation after the resolution reached in the shareholders meeting is to be submitted to the competent authorities for approval before implementation; so is the amendment.
Article 36: The Forty-three amendment was made on June 23, 2022

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Annex 5

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 Article 2 (Convening shareholder meeting and (Convening shareholder meeting and meeting notice) meeting notice) The Company’s shareholders meeting The Company’s shareholders meeting shall be convened by the Board of shall be convened by the Board of Directors, unless otherwise provided by Directors, unless otherwise provided by law and regulation. law and regulation. The Company shall have the cause of Changes to how this Corporation action and descriptive information for convenes its shareholders meeting each motion, including the shareholders shall be resolved by the board of meeting notice, proxy, case for directors, and shall be made no later acknowledgement and discussion, than mailing of the shareholders election or dismissal of directors made meeting notice. into an electronic file and posted on the The Company shall have the cause of Market Observation Post System action and descriptive information for (MOPS) thirty days prior to the general each motion, including the shareholders shareholders meeting or fifteen days meeting notice, proxy, case for prior to the extraordinary shareholders acknowledgement and discussion, meeting. It shall also have the election or dismissal of directors made shareholders meeting agenda into an electronic file and posted on the handbook and supplemental Market Observation Post System information made into an electronic file (MOPS) thirty days prior to the general and posted on the MOPS twenty-one shareholders meeting or fifteen days days prior to the general shareholders prior to the extraordinary shareholders meeting or fifteen days prior to the meeting. It shall also have the extraordinary shareholders meeting. shareholders meeting agenda The shareholders meeting agenda handbook and supplemental handbook and supplemental information made into an electronic file information should be made available and posted on the MOPS twenty-one fifteen days prior to the shareholders days prior to the general shareholders meeting and available to shareholders meeting or fifteen days prior to the at any time upon request and on display extraordinary shareholders meeting. at the Company and the Shareholder If, however, this Corporation has the - Service Office. In addition, it should be paid in capital of NT$10 billion or more distributed to the shareholders at the as of the last day of the most current meeting. fiscal year, or total shareholding of (Omitted below) foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the

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		regular shareholders meeting. The shareholders meeting agenda handbook and supplemental information should be made available fifteen days prior to the shareholders meeting and available to shareholders at any time upon request and on display at the Company and the Shareholder Service Office. In addition, it should be distributed to the shareholders at the meeting. This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting: 1.For physical shareholders meetings, to be distributed on-site at the meeting. 2.For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform. 3.For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform. (Omitted below)
Article 3 Shareholders may attend the meeting by the representative each time with the scope of authorization stated in the proxy provided by the Company. Each shareholder is entitled to have one proxy issue for one representative designated only. In addition, the proxy must be delivered to the Company five days before the shareholders meeting. For the proxy issued in duplication, the first delivery shall prevail, unless the first delivered proxy is revoked by declarations. If the shareholders after the delivery of proxy to the Company decide to attend the shareholders meeting in person or to exercise voting rights in writing or by electronic means, shall have the Company notified in writing to have the proxy revoked two days prior to the shareholders meeting. For any delay in revoking the proxy, the voting right of the representative by proxy shall prevail.		Article 3 Shareholders may attend the meeting by the representative each time with the scope of authorization stated in the proxy provided by the Company. Each shareholder is entitled to have one proxy issue for one representative designated only. In addition, the proxy must be delivered to the Company five days before the shareholders meeting. For the proxy issued in duplication, the first delivery shall prevail, unless the first delivered proxy is revoked by declarations. If the shareholders after the delivery of proxy to the Company decide to attend the shareholders meeting in person or to exercise voting rights in writing or by electronic means, shall have the Company notified in writing to have the proxy revoked two days prior to the shareholders meeting. For any delay in revoking the proxy, the voting right of the representative by proxy shall prevail. If, after a proxy form is delivered to this

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Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail Article 4 Article 4 (The principle of convening (The principle of convening shareholders meeting place and time) shareholders meeting place and time) Shareholders meetings shall be Shareholders meetings shall be convened at the Company’s premise or convened at the Company’s premise or at the location that is convenient and at the location that is convenient and suitable for shareholders’ attending; suitable for shareholders’ attending; also, the meeting shall not be started also, the meeting shall not be started before 9:00am or after 3:00pm. The before 9:00am or after 3:00pm. The opinions of the independent directors, if opinions of the independent directors, if any, should be fully considered in any, should be fully considered in determining the meeting place and determining the meeting place and time. time. The restrictions on the place of the meeting shall not apply when this - Corporation convenes a virtual only shareholders meeting. Article 5 Article 5 (placement of attendance registry) (placement of attendance registry) The Company shall have the reporting This Corporation shall specify in its time, place, and other considerations shareholders meeting notices the time stated in the shareholders meeting during which attendance registrations notice. for shareholders, solicitors and proxies The shareholders meeting reporting (collectively "shareholders") will be time referred to in the preceding accepted, the place to register for paragraph shall be 30 minutes prior to attendance, and other matters for the meeting started. There should be attention. clear signs at the reporting place with The shareholders meeting reporting adequate staff assigned to handle the time referred to in the preceding process. paragraph shall be 30 minutes prior to Shareholders or shareholders’ the meeting started. There should be representatives (hereinafter referred to clear signs at the reporting place with as “shareholders”) shall attend the adequate staff assigned to handle the meeting with the attendance certificate, process. attendance registry card, or other For virtual shareholders meetings, documents presented. The Company shareholders may begin to register on shall not arbitrarily demand the virtual meeting platform 30 minutes shareholders to produce additional before the meeting starts. Shareholders identification documents for attending completing registration will be deemed the shareholders meeting. The proxy as attend the shareholders meeting in solicitors shall have their identity person. documents ready for verification. Shareholders shall attend the meeting The Company should have the with the attendance certificate, attendance registry ready for the attendance registry card, or other signature of the attending shareholders, documents presented. The Company

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

shall not arbitrarily demand shareholders to produce additional identification documents for attending the shareholders meeting. The proxy solicitors shall have their identity documents ready for verification. The Company should have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the attendance registry card instead. The Company shall have the agenda handbook, annual reports, attendance certificate, statement slip, votes, and other conference materials delivered to the attending shareholders. In addition, for the election of directors, if any, the electoral ballots should be enclosed. The government agency or legal person that is a shareholder may have more than one representative assigned to attend the shareholders meeting. The legal person that is delegated to attend the shareholders may have only one representative assigned to attend the meeting. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date. In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 5-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice) To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice: 1. How shareholders attend the virtual meeting and exercise their rights. 2. Actions to be taken if the virtual meeting platform or participation in the

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		virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars: A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume. B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session. C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting. D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out. 3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly.		Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly.

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The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.		The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law. Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting. In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
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		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, the shares checked in on the virtual meeting platform 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

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shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month. If the attending shareholders represent a majority of the outstanding stock shares before the end of the meeting, the Chairman may have the pseudo-resolution proposed to be resolved in the shareholders meeting in accordance with Article 174 of the Company Law.

1 of the Company Law; also, the If there remains insufficient attendance pseudo-resolution should be forwarded of the shareholders but with more than to shareholders with a meeting to be one third of the outstanding stock convened within one month. shares after two postpones, a If the attending shareholders represent pseudo-resolution can be reached in a majority of the outstanding stock accordance with Article 175 Paragraph shares before the end of the meeting, 1 of the Company Law; also, the the Chairman may have the pseudo-resolution should be forwarded pseudo-resolution proposed to be to shareholders with a meeting to be resolved in the shareholders meeting in convened within one month. In the accordance with Article 174 of the event of a virtual shareholders meeting, Company Law. shareholders intending to attend the - meeting online shall re register to this Corporation in accordance with Article 5. If the attending shareholders represent a majority of the outstanding stock shares before the end of the meeting, the Chairman may have the pseudo-resolution proposed to be resolved in the shareholders meeting in accordance with Article 174 of the Company Law. Article 10 Article 10 (Shareholders’ statement) (Shareholders’ statement) Shareholders who wish to speak in the Shareholders who wish to speak in the meeting shall fill out the statement slip meeting shall fill out the statement slip with the gist of the statement, with the gist of the statement, shareholders account number (or shareholders account number (or attendance certificate number), and attendance certificate number), and account name detailed in advance for account name detailed in advance for the Chairman to determine the the Chairman to determine the sequence of speakers. sequence of speakers. Shareholders who have submitted Shareholders who have submitted statement slips but do not speak in the statement slips but do not speak in the meeting are considered as having meeting are considered as having made no statement. For any made no statement. For any discrepancy found between the discrepancy found between the opinions given in the meeting and the opinions given in the meeting and the statement slip submitted, the opinions statement slip submitted, the opinions given in the meeting shall prevail. given in the meeting shall prevail. Shareholders may not comment twice Shareholders may not comment twice on the same motion without the consent on the same motion without the consent of the Chairman and may not be for of the Chairman and may not be for

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more than five minutes each time. However, The Chairman may instruct shareholders to stop speaking if they have spoken outside the scope of the motion.

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

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

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

Article 12 (Omitted above) After exercising their voting rights in writing or by an electronic mean, if the shareholders decide to attend the shareholders meeting in person, they shall have the intension of exercising voting right in writing or in an electronic mean revoked the same way it was expressed two days prior to the shareholders meeting. For any delay in revoking the intension expressed, the voting right exercised in writing or in an electronic mean shall prevail. If the

more than five minutes each time. However, The Chairman may instruct shareholders to stop speaking if they have spoken outside the scope of the motion.

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

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

The Chairman may have the questions raised by the attending shareholders replied personally or by the designated personnel. Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform. Article 12 (Omitted above) After exercising their voting rights in writing or by an electronic mean, if the shareholders decide to attend the shareholders meeting in person or online, they shall have the intension of exercising voting right in writing or in an electronic mean revoked the same way it was expressed two days prior to the shareholders meeting. For any delay in revoking the intension expressed, the voting right exercised in writing or in an electronic mean shall prevail. If the

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voting rights are exercised in writing or by electronic means; also, proxy is issued for the representative to attend the shareholders meeting, the voting rights exercised by proxy shall prevail. The motion voted in the shareholders meeting is deemed as passed with the consent of a majority of the attending shareholders, unless otherwise provided by the Company Law and the Company’s Articles of Incorporation. In terms of voting, the Chairman or the designee shall announce the total number of voting rights of the attending shareholders for each motion proposed. The motion voted in the shareholders meeting is deemed as passed with the attending shareholders consulted by the Chairman and no objection raised, which is with the same effectiveness as a vote. For any objection raised, the respective motion should be resolved by a vote as stated in the preceding paragraph. If all motions are voted by shareholders on a case-by-case basis, the results of shareholder approval, objection, and waiver should be posted on the Market Observation Post System (MOPS) in the shareholders meeting date.

The amendment or substitute of the same motion, if any, is to be merged into the original motion by the Chairman for determining the voting priority. However, if one of the motions is passed, the other motions shall be deemed as vetoed without the need of further voting. The scrutineers and counting personnel that are needed for voting on a motion are to be designated by the Chairman; however, the said scrutineers must be appointed among the shareholders. The votes casted in the shareholders meeting or the vote count of an election should be held at the venue open to the attendees. In addition, the vote count result should be announced at the scene, including the number of voting rights and with the records kept.

The scrutineers and counting personnel that are needed for voting on a motion are to be designated by the Chairman; however, the said scrutineers must be appointed among the shareholders. The votes casted in the shareholders meeting or the vote count of an election should be held at the venue open to the attendees. In addition, the vote count result should be announced at the scene, including the number of voting rights and with the records kept. When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open,

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		shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting. In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately. When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 5 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14 The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The production and distribution of the minutes of meeting can be handled electronically. The Company may have the minutes of meeting in the preceding paragraph distributed by posting it on the Marketing Observation Post System (MOPS). The minutes of meeting should be prepared in accordance with the year,		Article 14 The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The production and distribution of the minutes of meeting can be handled electronically. The Company may have the minutes of meeting in the preceding paragraph distributed by posting it on the Marketing Observation Post System (MOPS). The minutes of meeting should be prepared in accordance with the year,

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month, date, place, the Chairman’s month, date, place, the Chairman’s name, resolution methods, The name, resolution methods, The snapshot of the agenda and the votes snapshot of the agenda and the votes casted, including the number of shares, casted, including the number of shares, must be recorded. If there is an election must be recorded. If there is an election for diretors and supervisors, the shares for diretors and supervisors, the shares must be recorded for each must be recorded for each candidate .and the gist and result of the candidate .and the gist and result of the proceeding throughout the duration of proceeding throughout the duration of the Company and should be kept for the Company and should be kept for records permanently. records permanently. The resolution methods in the The resolution methods in the preceding paragraph are for the preceding paragraph are for the Chairman to consult the opinions of Chairman to consult the opinions of shareholders; also, for the motions shareholders; also, for the motions without any objection from the without any objection from the shareholders, it should be documented shareholders, it should be documented as “with the attending shareholders as “with the attending shareholders consulted by the Chairman and no consulted by the Chairman and no objection raised.” However, for the objection raised.” However, for the motion with any objection from the motion with any objection from the shareholders, the voting methods, the shareholders, the voting methods, the passing voting rights, and voting right passing voting rights, and voting right ratio should be detailed and ratio should be detailed and documented. documented. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. - When convening a virtual only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in - attending a virtual only shareholders meeting online Article 15 Article 15 (Public announcement) (Public announcement) The statistic reports of the number of The statistic reports of the number of

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shares solicited by the solicitors and the number of shares by proxy that is prepared in accordance with the specific format should be disclosed at the scene of the meeting. For the matters resolved in the shareholders meeting that are defined as material information in accordance with the governing law and regulations and stock competent authorities, the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS).		shares solicited by the solicitors ,the number of shares by proxyand the number of shares represented by shareholders attending the meeting by correspondence or electronic means ,that is prepared in accordance with the specific format should be disclosed at the scene of the meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting. During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. For the matters resolved in the shareholders meeting that are defined as material information in accordance with the governing law and regulations and stock competent authorities, the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS).
		Article 18 (Disclosure of information at virtual meetings) In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
		Article 19 (Location of the chair and secretary of virtual-only shareholders meeting) When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall

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declare the address of their location when the meeting is called to order. Article 20 (Handling of disconnection) In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply. For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session. For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the

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postponed or resumed session. During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors. When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting. When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the - requirements listed under Article 44 20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public - Companies, and Article 44 5, paragraph - - 2, Article 44 15, and Article 44 17,

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			paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
			Article 21 (Handling of digital divide) When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
	Article 18 The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.		Article 22 The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.

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Annex 6

YIEH PHUI ENTERPRISE CO., LTD.

Rules of Procedure for Shareholders Meetings

Amended on 06.23.2022

Article 1 The Company’s shareholder meeting is subject to the Rules of Procedure for Shareholder Meetings, unless otherwise provided by the applicable laws and regulations and the Company’s Articles of Incorporation.
Article 2 (Convening shareholder meeting and meeting notice) The Company’s shareholders meeting shall be convened by the Board of Directors, unless otherwise provided by law and regulation.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. The Company shall have the cause of action and descriptive information for each motion, including the shareholders meeting notice, proxy, case for acknowledgement and discussion, election or dismissal of directors made into an electronic file and posted on the Market Observation Post System (MOPS) thirty days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. It shall also have the shareholders meeting agenda handbook and supplemental information made into an electronic file and posted on the MOPS twenty-one days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting.The shareholders meeting agenda handbook and supplemental information should be made available fifteen days prior to the shareholders meeting and available to shareholders at any time upon request and on display at the Company and the Shareholder Service Office. In addition, it should be distributed to the shareholders at the meeting.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

1.For physical shareholders meetings, to be distributed on-site at the meeting.

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2.For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.

3.For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

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

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

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

Shareholders who have held more than 1% of the total outstanding shares may propose motions in writing to the Company’s shareholders meeting. However, they are limited to one motion and the remaining proposed motions will not be included for discussion. The Board of Directors may not have the motions proposed by shareholders that are subject to Article 172.1 Paragraph 4 of the Company Law included for discussion. Stockholders may propose matters that may encourage the company to promote public benefits or social responsibility. Based on the procedural regulation of Item 1 of Article 172 of the Company Act, the number of such proposals is limited to one. The rest of them will not be discussed. The Company is to have the accepting shareholder’s proposal, the acceptance place, and acceptance time announced prior to the stock cut-off date before convening the shareholders meeting. In addition, the acceptance period shall not be less than ten days. The motion proposed by shareholders is limited to 300 words and the remaining text of the motions will not be included for discussion. The motion-proposing shareholders shall attend the general shareholders meeting in person or by proxy; also, shall get involved in the discussion of the motion.

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

Article 3 Shareholders may attend the meeting by the representative each time with the scope of authorization stated in the proxy provided by the Company.
Each shareholder is entitled to have one proxy issue for one representative designated only. In addition, the proxy must be delivered to the Company five days before the shareholders meeting. For the proxy issued in duplication, the first delivery shall prevail, unless the first delivered proxy is revoked by declarations. If the shareholders after the delivery of proxy to the Company decide to attend the shareholders meeting in person or to exercise voting rights in writing or by electronic means, shall have the Company notified in writing to have the proxy revoked two days prior to the shareholders meeting. For any delay in revoking the proxy, the voting right of the representative by proxy shall prevail. If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail
Article 4 (The principle of convening shareholders meeting place and time) Shareholders meetings shall be convened at the Company’s premise or at the location that is convenient and suitable for shareholders’ attending; also, the meeting shall not be started before 9:00am or after 3:00pm. The opinions of the independent directors, if any, should be fully considered in determining the meeting place and time. The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
Article 5 (placement of attendance registry)
This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention. The shareholders meeting reporting time referred to in the preceding paragraph shall be 30 minutes prior to the meeting started. There should be clear signs at the reporting place with adequate staff assigned to handle the process. For virtual shareholders meetings, shareholders may begin to register on the

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virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend the meeting with the attendance certificate, attendance registry card, or other documents presented. The Company shall not arbitrarily demand shareholders to produce additional identification documents for attending the shareholders meeting. The proxy solicitors shall have their identity documents ready for verification.

The Company should have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the attendance registry card instead. The Company shall have the agenda handbook, annual reports, attendance certificate, statement slip, votes, and other conference materials delivered to the attending shareholders. In addition, for the election of directors, if any, the electoral ballots should be enclosed.

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

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 5-1(Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.

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B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out. 3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

Article 6 (Shareholders meeting presiding chairman and attending staff)

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

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

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

For the shareholders meeting convened by other than the Board of

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Directors, the convener shall chair the meeting. If there are more than two conveners, one of the conveners should be elected to chair the meeting.

The Company may appoint the contracted attorney, CPA, or the
related personnel to attend the shareholders meeting.
Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly. The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law. Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
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, the shares checked in on the virtual meeting platform and the number of shares used to exercise voting rights in writing or electronically.
The Chairman shall call the meeting to order at the meeting time, and at the same time announces related information on non-voting shares and the number of shares present.
However, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock

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shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 5.

If the attending shareholders represent a majority of the outstanding stock shares before the end of the meeting, the Chairman may have the pseudo-resolution proposed to be resolved in the shareholders meeting in accordance with Article 174 of the Company Law.

Article 9 (Motion discussion)

The Chairman of the Board of Directors shall determine the agenda of the shareholders meeting convened by the Board of Directors. all relevant proposals, including extempore motion and revision of original agenda, must be determined by vote, The shareholders meeting should be conducted in accordance with the scheduled agenda and may not be changed without a resolution reached in the shareholders meeting.

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

The Chairman may not have the meeting adjourned discretionally before the meeting agenda in the preceding two paragraphs completed with all motions discussed. For the violation of the Chairman against the Rules of Procedure for Shareholder Meetings by having the meeting adjourned discretionally, the other board directors shall promptly assist the attending shareholders to elect a Chairman to continue the meeting in accordance with the legal procedures and with the consent of the attending shareholders representing a majority of the voting rights.

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

Article 10 (Shareholders’ statement)

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

Shareholders who have submitted statement slips but do not speak in the meeting are considered as having made no statement. For

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any discrepancy found between the opinions given in the meeting and the statement slip submitted, the opinions given in the meeting shall prevail.

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

The other shareholders unless with the consent of the Chairman and the speaking shareholder may not interrupt the speech of the shareholder. In addition, the Chairman will stop the violators. If the institutional shareholders have two or more representatives delegated to attend the meeting, only one of the representatives may speak on the same motion.

Article 11 Calculation of the voting shares and recusal system) The count of the votes casted in the shareholders meeting shall base on the ownership of stock shares.

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

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

Except for the trust agencies or the stock service agencies authorized by the securities competent authorities, the voting rights by proxy of the representative designated by two or more shareholders may not exceed 3% of the total outstanding stock

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shares. In addition, the voting rights exceeding the threshold will not be counted.

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

For the voting right exercised in writing or electronically in the preceding paragraph, the intention should be expressed to the Company two days prior to the shareholders meeting. For the intention expressed in duplication, the first delivery shall prevail, unless the first delivered intention is revoked by declarations. After exercising their voting rights in writing or by an electronic mean, if the shareholders decide to attend the shareholders meeting in person or online, they shall have the intension of exercising voting right in writing or in an electronic mean revoked the same way it was expressed two days prior to the shareholders meeting. For any delay in revoking the intension expressed, the voting right exercised in writing or in an electronic mean shall prevail. If the voting rights are exercised in writing or by electronic means; also, proxy is issued for the representative to attend the shareholders meeting, the voting rights exercised by proxy shall prevail.

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

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

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the Market Observation Post System (MOPS) in the shareholders meeting date.

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

The votes casted in the shareholders meeting or the vote count of an election should be held at the venue open to the attendees. In addition, the vote count result should be announced at the scene, including the number of voting rights and with the records kept. When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately. When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 5 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 13 (Election matters)

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

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

Article 14 The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The production and distribution of the minutes of meeting can be handled electronically.
The Company may have the minutes of meeting in the preceding paragraph distributed by posting it on the Marketing Observation Post System (MOPS).

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

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

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online

Article 15 (Public announcement)

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The statistic reports of the number of shares solicited by the solicitors, the number of shares by proxy and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, that is prepared in accordance with the specific format should be disclosed at the scene of the meeting.

In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

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

Article 16 (The maintenance and order of meeting venue) The shareholders meeting staffs shall wear identification card or armbands.

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

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

Shareholders who have violated the Rules, Governing the Conduct of Shareholders Meetings, disobeyed the instruction of the Chairman, and hindered the meeting process without complying with the discipline guidelines, the Chairman may command the picketers or the security guards to have the offenders escorted to leave the meeting venue.
Article 17 (Meeting in recess and in session)
The Chairman may announce the meeting as in recess at his discretion, may have the meeting suspended upon the occurrence of force majeure and may announce the meeting as back in session, depending on the actual practice.
If the meeting venue cannot be used continuingly before the end of the meeting with all scheduled motions discussed, a resolution can

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be reached in the shareholders meeting to find another venue for the meeting to be held continuously.

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

Article 18 (Disclosure of information at virtual meetings)
In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 19 (Location of the chair and secretary of virtual-only shareholders meeting)
When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 20 (Handling of disconnection)
In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of

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voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 21 (Handling of digital divide)
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Article 22: The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.

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Annex 7

YIEH PHUI ENTERPRISE CO., LTD.

List of Release of the Non-Compete Prohibition on Directors

Name	The Position of the Company and the Name of the Company	The Position of the Company and the Name of the Company
Lin I-Shou	Chairman	Yieh United Steel Corp. Ltd.
	Director	Yieh Hsing Enterprise Co., Ltd. Yieh Mau Corp.. Yieh Hong Enterprise Co., Ltd.
Wu Lin-Maw	Chairman	Yieh Hsing Enterprise Co., Ltd Pt. Genba Multi Mineral Pt. Genba Indoresources
	Director	Pt. Yieh Ferro Indonesia Pt. E-United Ferro Indonesia Lian So(H.K)Co., Ltd.
Liang Pyng-Yeong	Director	Yieh United Steel Corp. Ltd. TangengIron Works Co.,Ltd.
Huang Ching-Tsung	Director	Yieh Mau Corp Yeou Yih Steel Co., Ltd. Yieh Hong Enterprise Co., Ltd. Tangeng Iron Works Co., Ltd.
Yang Der-Yuan	Independent Director	Yieh Hsing Enterprise Co., Ltd.
Chang Wen-Yi	Independent Director	Yieh Hsing Enterprise Co., Ltd.

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X Appendix Appendix 1

YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter

Chapter 1 General Rules

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

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

Article 2: The Company’s business services are as follows:

A102080 Horticulture
2.C801010 Basic Industrial Chemical Manufacturing
3.C901990 Other Non-metallic Mineral Products Manufacturing
4.CA01010 Iron and Steel Refining
5.CA01020 Iron and Steel Rolls over Extends and Crowding
6.CA01030 Iron and Steel Casting
7.CA01050 Iron and Steel Rolling, Drawing, and Extruding
8.CA01060 Steel Wires and Cables Manufacturing
9.CA02010 Metal Architectural Components Manufacturing
10.CA02090 Metal line Products Manufacturing
11.CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified
12.CA04010 Metal Surface Treating
13.CB01010 Machinery and Equipment Manufacturing
14.CB01990 Other Machinery Manufacturing Not Elsewhere Classified
15.CC01080 Electronic Parts and Components Manufacturing
16.CD01030 Automobiles and Parts Manufacturing
17.CD01040 Motor Vehicles and Parts Manufacturing
18.F101100 Wholesale of Flowers
19.F106010 Wholesale of Ironware
20.F111090 Wholesale of Building Materials
21.F113010 Wholesale of Machinery
22.F114030 Wholesale of Motor Vehicle Parts and Supplies
23.F199990 Other Wholesale Trade
24.F201070 Retail sale of Flowers
25.F206010 Retail Sale of Ironware
26.F211010 Retail Sale of Building Materials
27.F213080 Retail Sale of Machinery and Equipment
28.F214030 Retail Sale of Motor Vehicle Parts and Supplies
29.F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
30.F401010 International Trade
31.E103011 Steel Construction
32.H701010 Residence and Buildings Lease Construction and Development

33.H701040 Specialized Field Construction and Development

34.H701060 New County and Community Construction and Investment

35.H703090 Real Estate Commerce

36.H703100 Real Estate Rental and Leasing

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37.JE01010 Rental and Leasing Business

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

Article 3: The Company was established in Kaohsiung City. When necessary, branches will be setup domestically and internationally with the resolutions of the Board of Directors.
Article 4: The total transfer investment amount of the Company is not subject to the limitation of 40% of total paid-in capital threshold defined in Article 13 of the Company Act.

Chapter 2 Stock shares

Article 5: The Company’s total authorized capital amounted to NT$20 billion with 2 billion shares issued at NT$10 per share in installments.
Article 5.1:The Company has stock shares transferred to employees at an average price lower than the actual repurchase price, has stock option certificates issued to employees at a price below the market price (net share value) that is resolved with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing two thirds of the voting rights.
Article 6: The shares of the company are all registered with the holders' names, signed or sealed by the director representing the company, and issued via the approval of the authorized institution or the one with such authorities. Also, the Company’s order shares can be issued without stock printout; however, should contact the Securities Central Depository Institution for registration.
Article 7: Shareholders should have their name/title and domicile/residence reported to the Company, fill out the signature card and then send it to the Company for filing. The loss or destruction of the seal or for other reasons the seal specimen needed to be replaced should be processed in accordance with the Regulations Governing the Handling of Stock Affairs by Public Companies.
Article 8: The transferor and the transferee shall fill out an “Application for Transfer of Shares” together with the transferred shares submitted to the Company to apply for stock transfer that cannot be used against the Company until it is post to the shareholder registry.
Article 9:The lost or damaged stocks, if any, are to be processed in accordance with the Company Act and general law and regulations.
Article 10: (Deleted)
Article 11:The stock cut-off date is 60 days prior to the general shareholders meeting, 30 days prior to the extraordinary shareholders meeting, or 5 days prior to the baseline date announced by the Company for the distribution of dividends, bonuses, and other benefits.

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Chapter 3 Shareholders meeting

Article 12: Shareholders meetings include general shareholders meetings and
- extraordinary shareholders meetings. General shareholders meetings are held once a year and they are to be convened within 6 months after the fiscal year. The Board of Directors will notify all shareholders 30 days in advance. In addition, an extraordinary shareholders meeting will be convened if necessary.
Article 13:Shareholders who are unable to attend a shareholders meeting for valid reasons may issue a proxy provided by the Company with the scope of authorization specified to have the representative attended the meeting on their behalf. Attending shareholders meeting by proxy is to be handled in accordance with Article 25.1 of the Securities and Exchange Act.
Article 14: The Chairman of the Board of Directors is to chair the shareholders meeting. If the Chairman is on leave or unable to exercise powers, the meeting is to be chaired by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting.
Article 15:Shareholders of the Company are entitled to one voting right per share except for those without voting right listed in Article 179 of the Company Act.
Article 16: The resolution reached in the shareholders meeting is deemed passed that are with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing a majority of the voting right, unless otherwise provided by the Company Act.
Article 17: The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The Company may have the minutes of meeting in the preceding paragraph distributed by announcement. The minutes of meeting should be prepared in accordance with the year, month, date, place, the Chairman’s name, resolution methods, and the gist and result of the proceeding; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies.

Chapter 4 Directors

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

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relationships:

Spouse 2. Secondary relatives

Article 18.1: For the number of directors stated in the preceding paragraph, there must be at least two independent directors, which may not be less than one fifth of the total number of directors. The professional qualifications of the independent directors, shareholdings, part-time job constraints, the nomination and election methods, and other binding matters should be handled in accordance with the relevant requirements of the securities competent authorities.

Article 19: Directors at the expiry of their terms of office, due to delays in re-election, shall continue to perform duties until the newly elected directors are ready to take over the office. However, the competent authorities may command the Company to complete the re-election before the deadline. If the re-election is not completed after the deadline, the current directors and supervisors will be discharged automatically after the expiry date.

Article 20: The Board of Directors is organized by the directors with the attendance of two thirds of the directors and the consent of the directors representing a majority of the attending directors to elect the Chairman and the Vice Chairman, if necessary. The Chairman is to execute all business matters resolved in accordance with law and regulations, Articles of Association, shareholders meeting, and Board meeting.

Article 21: When the vacancy of directors is one third, there has to be a by-election to make up for the missing directors, whose term is limited to that of the current board members.

Article 22: The board meeting is convened quarterly at least. The reasons for convening the board meeting should be stated in the notice to directors seven days in advance. An extraordinary board meeting can be convened due to an urgent matter. The notice of a board meeting as stated in the preceding paragraph should be processed in writing or by fax or e-mail. If the Chairman deems it necessary or when requested by two or more directors to have an extraordinary board meeting convened, the Chairman of the Board of Directors is to chair the board meeting. If the Chairman is unable to exercise powers, the meeting is to be chaired by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting.

Article 23: The resolution reached in the board meeting is deemed as passed that is with the attendance of a majority of the directors and the consent of a majority of the attending directors, unless otherwise provided by the Company Act. Directors who are unable to attend the meeting for reasons may issue a proxy with the scope of authorization specified to have other director attended the meeting on their behalf; however, it is limited to one person, one proxy.

Article 24: The motions resolved in the board meeting must be documented in the

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minutes of meeting, which must be signed and sealed by the Chairman and then distributed to all directors within 20 days after the meeting. The gist and result of the proceeding should be documented in the minutes of meeting; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies. Article 25: Based on Article 14.4 of the Securities and Exchange Act, Yieh-Phui sets up an auditing committee. The committee or its members are to execute the Company Act, Securities and Exchange Act and other regulations that are under the purview of the supervisors.

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

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

Chapter 5 Managerial personnel and employees

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

Chapter 6 Final accounts

Article 30: At the end of the accounting year, the board of directors has to get the following statements ready to be approved by the auditing committee and the board of directors, then to be ratified by the stockholder’s meeting.
Operation Statement
Financial Statement
Dividend declaration or Statements of deficit compensated
Article 30.1: An appropriate amount equivalent to 0.2% of the annual earnings (the so-called earnings refer to the net income before tax and refer to the profit before deducting remuneration to employees, directors, if any, as remuneration to employees and 0.1% or less as remuneration to directors. However, an amount equivalent to the accumulated losses, if any, should be reserved in advance to make up such losses.
Article 31: The Company’s final accounts of each year are distributed as follows: 1.Dividend policy

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distributable earnings is appropriated annually as the shareholder dividend and bonus. However, the accumulated distributable earnings that are less than 20% of the paid-in capital may not be distributed.

2.Distribution conditions and timing:

3.Types of dividends:

Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%.

4.Dividend distribution, depending on the profitability, is proposed by the Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.

Article 31-1: Based on Article 241 of the Corporation Law, if Yieh Phui is to distribute the whole or part of its legal reserve and capital reserve, by issuing new shares or cash prorata to the holdings of the stockholders, The following is to be observed. If cash dividend is issued, the board of the directors may do so with two thirds of members present with a majority vote and report to the stockholders’ meeting. If that is done by issuing new shares, the distribution has to be done with the approval of the stockholders’ meeting

Chapter 7 Bylaw

Article 32: The Company may conduct external guarantee business.

Article 33: The Company’s organizational procedures and work rules are to be regulated separately by the Board of Directors.

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Article 34: The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and other laws and regulations.

Article 35: The Articles of Incorporation after the resolution reached in the shareholders meeting is to be submitted to the competent authorities for approval before implementation; so is the amendment.

Article 36: The Forty-three amendment was made on June 18, 2020

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Appendix 2

YIEH PHUI ENTERPRISE CO., LTD.

Rule for the Election of Directors

Amended on 8.25.2021

Article 1: Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Regulations.
Article 2: The election of the Corporation’s directors shall be conducted in accordance with the procedures of the candidate nomination system prescribed in Article 192 of the Company Law.
Article 3:
The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 4: The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 5: The representatives of the government agency or legal person that is a shareholder can be elected as the director . If there is more than one representative delegated, each representative can be elected separately but may not be elected at the same time as the director.
Article 6: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Ballots will not be printed for those votes casted electronically.
Article 7: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 8: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 9: Electors must indicate the name and account number or I.D. Card Number of the candidates on each ballot. If the candidate is a government agency or legal person, the name of the government agency or legal person and their representatives must be filled in the “candidate” column of each ballot.
Article 10: The director’s ballots casted for the election of directors and independent directors should be counted and elected separately.
Article 11: A ballot is invalid under any of the following circumstances:
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

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the director candidate list.

Other words or marks are entered in addition to the number of voting rights allotted.
Article 12: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site, the board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 13: The elected directors who do not comply with Article 26.3 Paragraph 3 Clause 4 of the Securities and Exchange Act will be disqualified.
Article 14: If there are any issues that are not covered by these Regulations, they shall be handled in accordance with the Company Act, the company's Articles of Incorporation and other relevant laws and regulations.
Article 15: The Regulations Governing the Election of Directors and Supervisors is implemented after it is resolved in the shareholders meeting; so is the amendment.

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Appendix 3 YIEH PHUI ENTERPRISE CO., LTD.

Rules of Procedure for Shareholders Meetings

Amended on 8.25.2021

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

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Item 2 of Article 60, must be itemized and explain the main themes, not to be proposed via extempore motion.

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

Article 3 Shareholders may attend the meeting by the representative each time with the scope of authorization stated in the proxy provided by the Company.

Each shareholder is entitled to have one proxy issue for one representative designated only. In addition, the proxy must be delivered to the Company five days before the shareholders meeting. For the proxy issued in duplication, the first delivery shall prevail, unless the first delivered proxy is revoked by declarations. If the shareholders after the delivery of proxy to the Company decide to attend the shareholders meeting in person or to exercise voting rights in writing or by electronic means, shall have the Company notified in writing to have the proxy revoked two days

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prior to the shareholders meeting. For any delay in revoking the proxy, the voting right of the representative by proxy shall prevail.

Article 4 (The principle of convening shareholders meeting place and time) Shareholders meetings shall be convened at the Company’s premise or at the location that is convenient and suitable for shareholders’ attending; also, the meeting shall not be started before 9:00am or after 3:00pm. The opinions of the independent directors, if any, should be fully considered in determining the meeting place and time.
Article 5 (placement of attendance registry)
The Company shall have the reporting time, place, and other considerations stated in the shareholders meeting notice. The shareholders meeting reporting time referred to in the preceding paragraph shall be 30 minutes prior to the meeting started. There should be clear signs at the reporting place with adequate staff assigned to handle the process. Shareholders or shareholders’ representatives (hereinafter referred to as “shareholders”) shall attend the meeting with the attendance certificate, attendance registry card, or other documents presented. The Company shall not arbitrarily demand shareholders to produce additional identification documents for attending the shareholders meeting. The proxy solicitors shall have their identity documents ready for verification.
The Company should have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the attendance registry card instead. The Company shall have the agenda handbook, annual reports, attendance certificate, statement slip, votes, and other conference materials delivered to the attending shareholders. In addition, for the election of directors, if any, the electoral ballots should be enclosed.

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

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the Chairman does not have a representative designated to exercise power, the representative is to be elected among the general directors or directors.

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

The Company may appoint the contracted attorney, CPA, or the
related personnel to attend the shareholders meeting.
Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly. The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.
Article 8 The attendance at the shareholders meeting shall be based on the ownership of stock shares. The attending shares are based on the signatures on the attendance registry or the attendance registry card submitted, and the number of shares used to exercise voting rights in writing or electronically.
The Chairman shall call the meeting to order at the meeting time, and at the same time announces related information on non-voting shares and the number of shares present. However, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting

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reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month.

Article 9 (Motion discussion)
The Chairman of the Board of Directors shall determine the agenda of the shareholders meeting convened by the Board of Directors. all relevant proposals, including extempore motion and revision of original agenda , must be determined by vote,The shareholders meeting should be conducted in accordance with the scheduled agenda and may not be changed without a resolution reached in the shareholders meeting.

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

The Chairman may not have the meeting adjourned discretionally before the meeting agenda in the preceding two paragraphs completed with all motions discussed. For the violation of the Chairman against the Rules of Procedure for Shareholder Meetings by having the meeting adjourned discretionally, the other board directors shall promptly assist the attending shareholders to elect a Chairman to continue the meeting in accordance with the legal procedures and with the consent of the attending shareholders representing a majority of the voting rights.
The Chairman should give the amendments and motions proposed by shareholders an opportunity for full explanation and discussion; also, the Chairman who believes that the motion in discussion is ready for voting may announce to stop discussion and start voting, There has to be sufficient time for casting ballot
Article 10 (Shareholders’ statement)
Shareholders who wish to speak in the meeting shall fill out the statement slip with the gist of the statement, shareholders account number (or attendance certificate number), and account name detailed in advance for the Chairman to determine the sequence of speakers. Shareholders who have submitted statement slips but do not speak in the meeting are considered as having made no statement. For any discrepancy found between the opinions given in the meeting

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and the statement slip submitted, the opinions given in the meeting shall prevail.

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

Article 11 Calculation of the voting shares and recusal system)

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

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

Article 12 Shareholders are entitled to one voting right per share except for those subject to restrictions or those without voting right listed in Article 179 Paragraph 2 of the Company Law.
the company is to have voting rights exercised electronically and in writing in the shareholders meeting). When the voting right is exercised in writing or electronically, the method should be stated in the shareholders meeting notice. Shareholders who have exercised their voting rights in writing or by an electronic mean will be deemed as to attend the shareholders meeting in person. However, in respect of the motion or the amendment to the original motion in the shareholders meeting, it will be considered as a

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waiver; therefore, the Company should avoid proposing a motion and amendment to the original motion.

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

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

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Article 14 The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The production and distribution of the minutes of meeting can be handled electronically.
The Company may have the minutes of meeting in the preceding paragraph distributed by posting it on the Marketing Observation Post System (MOPS).
The minutes of meeting should be prepared in accordance with the year, month, date, place, the Chairman’s name, resolution methods, The snapshot of the agenda and the votes casted, including the number of shares, must be recorded. If there is an election for diretors and supervisors, the shares must be recorded for each candidate .and the gist and result of the proceeding throughout the duration of the Company and should be kept for records permanently.
The resolution methods in the preceding paragraph are for the Chairman to consult the opinions of shareholders; also, for the motions without any objection from the shareholders, it should be documented as “with the attending shareholders consulted by the Chairman and no objection raised.” However, for the motion with any objection from the shareholders, the voting methods, the passing voting rights, and voting right ratio should be detailed and documented.

Article 15 (Public announcement)

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

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Article 16 (The maintenance and order of meeting venue)

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

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Appendix 4

Yieh Phui Enterprise Co., Ltd

The Table of the Stock Holding of the Directors

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

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

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

Supervisor Share Ownership Ratios at Public Companies”, for the companies with more than two independent directors, with exception for the independent directors, the shareholding for all the directors and supervisors is down to 80%. 2. Statement of the stock holding for directors

As of April 25, 2022 (book closure date for 2022 AGM)

Identity	Name or Name or Legal Institution	Shares Recorded in Shareholders’ Registry	Shareho lding ratio	Term
Chairman	Kuo Chiao Investment & Development Co., Ltd. Representative：Lin I-Shou	61,870,646	3.27%	2019/6/21~ 2022/6/20
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Wu Lin- Maw	61,870,646	3.27%	2019/6/21~ 2022/6/20
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Liang Pyng - Yeong	61,870,646	3.27%	2019/6/21~ 2022/6/20
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Huang Ching-Tsung	61,870,646	3.27%	2019/6/21~ 2022/6/20
Independen t Director	Mr. Sun Chin-Su	0	0%	2019/6/21~ 2022/6/20
Independen t Director	Mr. Yang Der-Yuan	0	0%	2019/6/21~ 2022/6/20
Independen t Director	Mr.Chang Wen-Yi	0	0%	2019/6/21~ 2022/6/20
Total of All Directors		61,870,646

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AI assistant

YP — AGM Information 2022

51950_rns_2022-08-11_452c0ce7-e244-4b85-b428-ce630ede5305.pdf

2022 Shareholders’ Meeting

Program

The Procedures and the Agenda

Yieh-Phui Enterprise Co., Ltd.

Procedures for 2022 Stockholders’ Meeting

Time: 9:30 AM, June 23, 2022

Yieh Phui Enterprise Co., Ltd

Program for 2022 Stockholders’ Meeting

I. Chairperson Remarks ：

II. Company Report ：

III. Matters to Be Approved ：

IV. Matters for Discussion ：

4. Proposal on Modifying“Rules of Procedure for Shareholders Meetings” V. Election ：

VI. Other Matters

VII. Extempore Motions VIII.Adjournment

Contents

II Company Report

1. The Operation of 2021

Financial Information of Company

Research and Deveplopment

2. R&D of Production Process (Development of Blue Sea Market)

Corporate Strategies for Future Development

Impact from competition, legal environment, and overall economy

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

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2. The Auditing Committee audits the final financial statement of 2021

Report of the Auditing Committee

Yieh Phui Enterprise Co., Ltd

3. The report on the remuneration of employees and Directors for 2021

4. The report on the cash dividend as bonus of stockholders for 2021

III Matters for Approval

Proposal 1 ： Proposed by the board of directors

Brief ： Approve the final financial statement for 2021

Proposal 2 ： Proposed by the board of directors

Brief ： Approve the distribution of retained earnings for 2021

Yieh Phui Enterprise Co., Ltd

IV Matters for Discussion

Proposal 1 ： Proposed by the Board of Directors

Brief ： 1. Discussion on the distribution of the stock dividend of the bonus

for stockholders and the transfer of earnings as capital for 2021.

Proposal 2 ： Proposed by the Board of Directors

Brief ： Proposal on modifying the “Procedures for Acquisition and Disposal of Assets”

Proposal 3 ： Proposed by the Board of Directors Brief ： Proposal on modifying “Corporate Charter ”.

YP AGM Information 2022

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