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YP AGM Information 2023

Jul 3, 2023

51950_rns_2023-07-03_9a82b009-1c50-424a-be92-b8be143921be.pdf

AGM Information

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2023 Shareholders’ Meeting

Program

Web site: http://mops.twse.com.tw Time: June 21, 2023

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 2023 Stockholders’ Meeting

Time: 9:30 AM, June 21, 2023

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 for Approval

6. Matters for Discussion

7. Extempore Motions

8. Adjournment

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Yieh Phui Enterprise Co., Ltd

Program for 2023 Stockholders’ Meeting

I. Chairperson Remarks :

II. Company Report :

  1. The report of the operation of 2022.

  2. The Auditing Committee audits the final financial statement of 2022.

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

  4. The report on the cash dividend as bonus of stockholders of 2022..

  5. The report on the execution of the share buyback.

III. Matters for Approval :

  1. Approve the final financial statement for 2022.

  2. Approve the distribution of retained earnings for 2022.

IV. Matters for Discussion :

  1. Proposal on Modifying “Corporate Charter”.

V. Extempore Motions

VI. Adjournment

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Contents

I. The Procedures and the Agenda----------------------------------------------------------------------------------- 1 II. Company Report ---------------------------------------------------------------------------------------------------------------------------------- 4 1. The report of the operation of 2022------------------------------------------------------------------------------------------------------------4 2. The Auditing Committee Audits the Final Financial Statement of 2022-------------------------------------------------------------34 3. The report on the remuneration of the employees and Directors for 2022---------------------------------------------------------35 4. The report on the cash dividend as bonus of stockholders of 2022--------------------------------------------------------------35 5. The report on the execution of the share buyback.--------------------------------------------------------------------------------------36 III. Matters for Approval ----------------------------------------------------------------------------------------------------------------------------- 36 1. Approve the final financial statements for 2022-------------------------------------------------------------------------------------------36 2. Approve the distribution of retained earnings for 2022.----------------------------------------------------------------------------- 37 IV. Matters for Discussion---------------------------------------------------------------------------------------------------------------------- 37 1. Proposal on Modifying“Corporate Charter”-------------------------------------------------------------------------------------------------37 V. Extempore Motions----------------------------------------------------------------------------------------------------------------------------- 37 VI. Adjournment----------------------------------------------------------------------------------------------------------------------------------------- 37 VII. Annex----------------------------------------------------------------------------------------------------------------------------------------------- 38 Annex 1 Corporate Charter (Table for Comparing Modified Items)--------------------------------------------------------------38 Annex 2 Corporate Charter (Modified)------------------------------ ---------------------------------------------------------------------39 VIII. Appendix--------------------------------------------------------------------------------------------------------------------------------------------- 46 Appendix 1 Corporate Charter---------------------------------------------------------------------------------------------------------------46 Appendix 2 Rules of Procedure for Shareholders Meetings -----------------------------------------------------------------------53 Appendix 3 The Table of the Shareholding of Directors------ ------------------------------------------------------------------------67

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II Company Report

1. The report of the operation of 2022

Comparing 2022 with 2021 the sale volume of Yieh Phui decreased 15.25% and that of revenue decreased NT$3.241 billion (-8.81%). Yieh Phui (China)’s sales volume decreased 12.81% compared to the previous year and the decreased in revenue is NT$8.358 billion (-20.64%). The sales volume of Yieh Hsing decreased 9.80% compared to the previous year and the decreased in revenue is NT$0.190 billion (-2.71%). Overall, the consolidated revenue is NT$83.676 billion, a decreased of 7.07% compared to the previous year of NT$90.047 billion. The consolidated net profit after tax is NT$0.522 billion, comparing with the previous year of net profit after tax NT$5.220 billion. a reduction of 4.698 billion of the previous year, of which NT$0.810 billion is for the mother company, comparing with the previous year of net profit after tax NT$5.203 billion. a reduction of 4.393billion.

1.The Performance of Business Plan :

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

Year
Item
2022 2021 Changes Changes%
Operaiton Revenue 83,675,863 90,046,653 -6,370,790 -7.07%
Operaiton Costs 74,531,778 79,145,500 -4,613,722 -5.83%
Operaiton Gross
Profit(Loss)
9,144,085 10,901,153 -1,757,068 -16.12%
Operaiton Expenses 6,839,551 5,867,685 971,866 16.56%
Operaiton Net
Profit(Loss)
2,304,534 5,033,468 -2,728,934 -54.22%
Non-operation Revenue
and Expenses
-1,261,669 1,282,880 -2,544,549 -198.35%
Net Profit (Loss) before
Tax
1,042,865 6,316,348 -5,273,483 -83.49%
Income Tax Expenses 520,760 1,095,895 -575,135 -52.48%
Net Profit (Loss) after
Tax
522,105 5,220,453 -4,698,348 -90.00%
Other Comprehensive
Income (net)
379,091 -165,741 544,832 -328.72%
Total Amount of
Comprehensive Income
in this Term
901,196 5,054,712 -4,153,516 -82.17%
Net Profit that Belongs
to the Owner of the
Parent Company
809,507 5,202,838 -4,393,331 -84.44%
Net Profit that Belongs
to the Non-controlling
equity
-287,402 17,615 -305,017 -1731.58%
Total Amount of
Comprehensive Income
1,172,642 5,041,747 -3,869,105 -76.74%

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that Belongs to the
Owner of the Parent
Company
Total Amount of
Comprehensive Income
that Belongs to the
Non-controlling equity
-271,446 12,965 -284,411 -2193.68%

Financial Information of Company

Year
Item
2022 2021 Changes Changes
%
Operaiton
Revenue
33,544,528 36,785,446 -3,240,918 -8.81%
Operaiton Costs 29,703,362 31,340,778 -1,637,416 -5.22%
Operaiton Gross
Profit(Loss)
3,841,166 5,444,668 -1,603,502 -29.45%
Operaiton
Expenses
2,017,685 1,825,686 191,999 10.52%
Operaiton Net
Profit(Loss)
1,823,481 3,618,982 -1,795,501 -49.61%
Non-operation
Revenue and
Expenses
-700,839 2,680,489 -3,381,328 -126.15%
Net Profit (Loss)
before Tax
1,122,642 6,299,471 -5,176,829 -82.18%
Income Tax
Expenses
313,135 1,096,633 -783,498 -71.45%
Net Profit (Loss)
after Tax
809,507 5,202,838 -4,393,331 -84.44%
  1. Execution of the Budget: Yieh-Phui has not disclosed financial guidance and is not applicable to the rules on disclosing the execution of the budget for 2022.

  2. Analysis of the Revenue/Expenditure and Profitability :

Consolidated Financial Report Information

Item 2022 2021
Net cash inflow of operation activities
(thousand dollars)
1,893,901 4,088,100
Equity/Assets(%) 35.20 34.58
Liabilities/Assets(%) 64.80 65.42
Long-term Funds accounting for the
ratio
of
real
estates,
plants
and
equipments(%)
147.94 140.18
Current ratio(%) 108.58 98.02
Quick ratio(%) 59.58 41.11

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Item 2022 2021
Return on assets(%) 1.99 7.04
Return on equity (%) 1.59 17.19
Netprofit margin(%) 0.62 5.80
Earningsper share(dollar) 0.41 2.62
Number of shares by the end of the
year(share)
1,985,097,994 1,890,569,518

Financial Information of Company

Financial Information of Company
Item 2022 2021
Net cash inflow of operation activities
(thousand dollars)
2,798,163 1,920,658
Equity/Assets(%) 62.25 59.05
Liabilities/Assets(%) 37.75 40.95
Long-term Funds accounting for the
ratio
of
real
estates,
plants
and
equipments(%)
606.89 574.00
Current ratio(%) 105.15 91.72
Quick ratio(%) 59.89 23.40
Return on assets(%) 2.13 11.06
Return on equity (%) 2.57 17.95
Netprofit margin(%) 2.41 14.14
Earningsper share(dollar) 0.41 2.62
Number of shares by the end of the year
(share)
1,985,097,994 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. On December 28, 2022 National Development Council held a meeting on the transitional goal and action of Taiwan 2050 net zero. To achieve net carbon emission in 2050, there is a 12-item critical strategic action plan, including installing solar power capacity to 31 GW in 2030 (till 2022 the accumulated volume is 9.427 GW). 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 of solar power generation.

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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 180,000 tons, winning wide acclamation by international enterprises and power generators, leading in the market.

  1. Major development of products and achievement:

  2. 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

  3. 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.

  4. 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.

  5. 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) has been used in building hospitals, offering advanced, eco-friendly and safe prepainted steel sheets, applicable in medicine and food highly hygienic environment.

  6. 2022 With the help of Industrial Technology Research Institute, step by step getting an organization on carbon survey and carbon footprint of products to conform to CBAM and CCA regulations. Also, with upstream electric furnace steel making to increase scrap steel recycling ratio to reduce carbon footprint and carbon tax to enhance profitability. In 2022 the production of low carbon steel is over 15,000 tons. Assisting BSMI on setting CNS 16166 “hot-dip Zn-Al-Mg alloy steel sheet and coil” standard and posted on August 8, 2022. Yieh Phui Zn-Al-Mg steel sheets-PhuzerMax conform to this CNS regulation and can be used for all sorts of rigorous environment with domestic/foreign order over 30,000 tons in 2022.

  7. 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

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tariff of EU. The sale has reached 140,000 tons up to 2020, breaking through the 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. The sale in 2022 increased to 21,000 tons and continues to grow steadily. Cooperating with China Steel Corporation, Yieh Phui produces thin gauge and high-end home appliances coated steel with Electric furnace steelmaking billets, a low carbon approach to increase profitability.

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

  1. 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.

  2. 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.

  3. 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.

  4. To cope with population decreasing and shortage of personnel, Yieh Phui proactively develop smart production and automation, with further training to enhance the capability of employees and produce high quality products and services for customers.

  5. Confronted with global low carbon competition, Yieh Phui continues to improve equipment, develop energy saving processes, utilize more renewable energies and application of recycling sources of low-carbon steel coils, to increase low carbon production ratio and making effort toward sustaining ESG.

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Impact from competition, legal environment, and overall economy

IMF posted global economic prospect in January 2023, showing that the growth is 3.4% in 2022 and that for 2023 and 2024 will be 2.9% and 3.1%, respectively. The global economy is back on track.

The Worldsteel showed demand prediction for global steel in October 2022, -2.3% for 2022, down to 179.67 million tons; increase by 1.0% in 2023, back to 181.47 million tons. The post pandemic situation and slowing inflation may help the steel market to recover.

Carbon neutral is a common goal for the world. EU and US both promote carbon free energy. On December 13, 2022, EU reached a temporary agreement on carbon border tax and will test CBAM this October, promoting carbon trading and related taxation. The industries will be greener and put more pressure on steel production and its supply. In the post pandemic era, geopolitical development, carbon neutrality trend and slowing inflation, the steel market may recover in the medium and long term. Green energy will be a focus of most countries and enterprises. The substitution for traditional energy will push the growth in the demand for steel.

On the other hand, with the lingering impact of three-year pandemic of Covid-19, war between Ukraine and Russia disrupting the supply chain, jamming ports and shortage of labor, the Fed of the US keeps increasing the interest rate and shortfall of finances of other countries, the recovery of the steel market and global economy is questionable.

  • 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, On September 14, the Treasury Ministry posted the sunset investigation of continues to impose anti-dumping tax for five years and it continues to keep an eye on the impact of other low prices imported steel on the domestic market.

Besides, the US started the implementation of section 232 on March 23, 2018 and has imposed 25% duty on imported steel products, arousing protectionism worldwide. 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

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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.

EU and US both promote carbon free energy. In December 2022, EU reached a temporary agreement on carbon border tax and will test CBAM this October, specifically on imported steel and some downstream products for carbon emission as well as taxation in 2026. To cope with this trend, Taiwan endeavors on pushing green energy industry and releases areas. Taiwan has been pushing for green energy development to cope with such trends. The Executive Yuan passed “Renewable Energy Development Act” on December 12, 2022.The construction of photoelectric module accelerated in 2022, up to 2.52GW with accumulated total of 10.22GW. The demand for steel in such projects will be 200,000 tons. The goal is 20 GW in 2025 with over half not built yet. The investment will be NT$1.2 trillion and the production will NT$340 billion. The market for steel will be substantial.

In addition, the trade war between the US and China will gear toward technology and military. Such wholesale conflicts and the Russia/Ukraine war will affect the political and economic situation in Asia/Pacific arena 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.

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

The steel production of China is about 1.013 billion tons in 2022, 1.9% down under the official control. The policy of carbon neutral and double energy control will go through the fourteenth five-year plan, reducing the production further. China Metallurgical Industry Planning and Research Institute predicted 1billion tons of production, lower than 2022 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.

  1. 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

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

On 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 gets the tariff disadvantage behind, enhancing the export competitiveness of the domestic industries. Still, the result will be contingent on the efforts of the government.

With the pandemic slows down and all restrictions off, the global economy will grow. The Wordlsteel indicates negative 2.3% demand for 2022, but that for 2023 will be 1.0%. After three years of the impact of the pandemic, the prospect of the steel market will be positive, though with some ups and downs. Yieh Phui is poised for the challenges ahead.

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國富浩華聯合會計師事務所 Crowe (TW) CPAs 80250 高雄市苓雅區四維三路 6 號 27 樓之 1

27F-1., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City 80250, Taiwan Tel +886 7 3312133 Fax +886 7 3331710 www.crowe.tw

Independent Auditors’ Report

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

Opinion

We have audited the consolidated financial statements of Yieh Phui Enterprise Co., Ltd. and its subsidiaries (the “Group"), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Revenue recognition

Please refer to Note 4.22 to the consolidated financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for major accounting estimates and assumptions of revenue recognition; and Note 6.30 for the details of revenue recognition.

Description of key audit matter

Due to fierce competition in the industry, the Group may be affected by the growth of its performance and competition in the same industry, which increases the risk of recognition of operating income. Therefore, we determined the revenue recognition for those product lines and customers with significant sales increase in 2022 as a key audit matter.

How the matter was addressed in our audit

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

Valuation of inventory

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

Description of key audit matter

The Group's inventory amounted to $9,915,991 thousand as of December 31, 2022, which accounted for 10.65% of total assets. The inventory valuation is measured at the lower of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgments and estimates and since inventory valuation is dependent on the influence of drastic fluctuations of international metal price, we have thus included this item in the key audit matters.

How the matter was addressed in our audit

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

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Other Matters

We did not audit the financial statements of certain associates accounted for using equity method. Those financial statements were audited by the other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements was based solely on the reports of the other independent accountants. Investments in these associates amounted to $5,082,142 thousand and $5,119,085 thousand, representing 5.46% and 5.38% of total consolidated assets as of December 31, 2022 and 2021, and the share of profit of these associates accounted for using equity method amounted to ($70,738) thousand and $519,517 thousand, representing (6.78%) and 8.22% of total consolidated income before income tax for the years then ended, respectively. In addition, the share of other comprehensive income of these associates accounted for using equity method amounted to $102,121 thousand and ($8,558) thousand, representing 26.94% and 5.16% of total consolidated comprehensive income for the years then ended, respectively.

We have also audited the standalone financial statements of Yieh Phui Enterprise Co., Ltd. as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion with emphasis of matter.

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

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

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

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financia1 statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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

Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 9, 2023

Notice to Readers

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

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

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

(In Thousands of New Taiwan Dollars)

Assets
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit
or loss - current
Contract assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Current tax assets
Inventories
Prepayments
Other financial assets - current
Total Current Assets
NONCURRENT ASSETS
Financial assets at fair value through other
comprehensive income or loss - noncurrent
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment properties
Intangible assets
Deferred tax assets
Other noncurrent assets
Refundable deposits
Net defined benefit assets - noncurrent
Other financial assets - noncurrent
Total Noncurrent Assets
TOTAL ASSETS
Note
6(1)
6(2)
6(30)
6(3)
6(4)
7
6(5)
7
6(6)
6(7)
6(8)
6(9)
6(10)
6(11)
6(12)
6(13)
6(14)
6(36)
6(15)
6(16)
6(23)
8
December 31, 2022
Amount
%
$8,636,937
10
84,641
-
288,809
-
1,173,578
1
1,813,953
2
448,952
-
142,336
-
23,202
-
8,682
-
9,915,991
11
2,543,688
3
2,529,680
3
27,610,449
30
740,987
1
16,112,793
17
45,775,712
49
489,768
1
129,987
-
314,110
-
1,029,282
1
3,411
-
149,671
-
18,747
-
776,472
1
65,540,940
70
$93,151,389
100
December 31, 2021 December 31, 2021
Amount
$8,636,937
84,641
288,809
1,173,578
1,813,953
448,952
142,336
23,202
8,682
9,915,991
2,543,688
2,529,680
27,610,449
740,987
16,112,793
45,775,712
489,768
129,987
314,110
1,029,282
3,411
149,671
18,747
776,472
65,540,940
$93,151,389
Amount

$7,209,529

289,451
117,272

441,324
2,241,654

171,786

290,915

109,370

115,592

14,055,171

2,720,948

1,131,517

28,894,529

797,724

15,993,554
46,844,013

497,125

56,959

359,251

997,026

6,821

59,834

1,220
632,997
66,246,524
$95,141,053
%
8
-
-
-
3
-
-
-
-
15
3
1
30
1
17
49
1
-
-
1
-
-
-
1
70
100

17

Liabilities and Equity
CURRENT LIABILITIES
Short-term loans
Short-term notes and bills payable
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Provisions - current
Lease liabilities - current
Current portion of long-term loans
Total Current Liabilities
NONCURRENT LIABILITIES
Long-term loans
Deferred tax liabilities
Lease liabilities - noncurrent
Long-term deferred revenue
Net defined benefit liability - noncurrent
Guarantee deposits
Total Noncurrent Liabilities
TOTAL LIABILITIES
EQUITY ATTRIBUTABLE TO OWNERS OF
THE PARENT
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Treasury shares
Total equity attributable to owners of the parent
NON-CONTROLLING INTERESTS

Total Equity
TOTAL LIABILITIES AND EQUITY
Note
6(17)
6(18)
6(30)
6(19)
6(20)
6(12)
6(21)
6(21)
6(36)
6(12)
6(22)
6(23)
6(24)
6(25)
6(26)
6(27)
6(28)
6(29)
December 31, 2022
Amount
%
$13,590,171
15
1,701,701
2
1,337,461
1
458,293
-
1,448,256
2
1,887,927
2
681,455
1
101,689
-
9,674
-
4,212,832
5
25,429,459
28
34,464,456
37
29,432
-
60,060
-
24,278
-
333,860
-
17,741
-
34,929,827
37
60,359,286
65
19,850,980
22
4,927,302
5
3,393,805
4
785,047
1
3,582,001
3
(822,369)
(1)
(133,898)
-
31,582,868
34
1,209,235
1
32,792,103
35
$93,151,389
100
December 31, 2021 December 31, 2021
Amount
$13,590,171
1,701,701
1,337,461
458,293
1,448,256
1,887,927
681,455
101,689
9,674
4,212,832
25,429,459
34,464,456
29,432
60,060
24,278
333,860
17,741
34,929,827
60,359,286
19,850,980
4,927,302
3,393,805
785,047
3,582,001
(822,369)
(133,898)
31,582,868
1,209,235
32,792,103
$93,151,389
Amount

$13,905,468

1,356,226

3,062,400
1,508,569

1,698,869

2,373,932

777,146

135,039

13,713
4,645,390

29,476,752

32,027,032

140,801

78,393

25,896

477,441

19,113
32,768,676

62,245,428
18,905,695

4,928,849

2,882,426

706,593

5,113,787

(1,032,962)

-

31,504,388
1,391,237
32,895,625

$95,141,053
%
15
1
3
2
2
2
1
-
-
5
31
33
-
-
-
1
-
34
65
20
5
3
1
6
(1)
-
34
1
35
100

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

18

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

Item Note Year Ended December 31 Year Ended December 31 Year Ended December 31
2022 2021
Amount % Amount %
OPERATING REVENUE
OPERATING COST
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain (loss)
Total operating expenses
INCOME (LOSS) FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance costs
Share of profit (loss) of associates and joint ventures
Total non-operating income and expenses
INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX (EXPENSE) BENEFIT
NET INCOME (LOSS)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity instruments
designated as at fair value through other comprehensive income
Share of other comprehensive income (loss) of associates and
joint ventures
Income tax benefit (expense) related to items that will not be
reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations
Share of other comprehensive income (loss) of associates and
joint ventures
Income tax benefit (expense) related to items that may
be reclassified subsequently to profit or loss
Total other comprehensive income (loss), net of income tax
TOTAL COMPREHENSIVE INCOME (LOSS)
NET INCOME (LOSS) ATTRIBUTABLE TO
Shareholders of the parent
Non-controlling interests
Total
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
Total
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share
Diluted earnings (loss) per share
6(30)
6(6)
6(32)
6(33)
6(34)
6(35)
6(36)
6(37)
6(38)
6(38)
$83,675,863
(74,531,778)
100
(89)
$90,046,653
(79,145,500)
100
(87)
9,144,085


(4,644,626)
(2,077,390)
(117,611)
76
11

(6)
(2)
-
-
10,901,153
(4,052,732)
(1,714,128)
(100,842)
17
13
(5)
(2)
-
-
(6,839,551) (8) (5,867,685) (7)
2,304,534 3 5,033,468 6



68,556

308,363

423,465

(1,690,408)
(371,645)


-
-
1
(3)
-

34,126
219,525
643,227
(1,363,204)
1,749,206

-
-
1
(2)
2
(1,261,669) (2) 1,282,880 1
1,042,865

(520,760)
1
(1)
6,316,348
(1,095,895)
7
(1)
522,105 - 5,220,453 6


99,651
(90,098)

(89,011)

(19,930)


193,797
331,418

(46,736)
-
-
-
-
-
-
-
(97,423)
93,162
60,080
19,485
(167,727)
(86,791)
13,473
-
-
-
-
-
-
-
379,091 - (165,741) -
$901,196 - $5,054,712 6

$809,507
(287,402)

-
-
$5,202,838
17,615
6
-
$522,105 - $5,220,453 6


$1,172,642
(271,446)

-
-
$5,041,747
12,965
6
-
$901,196 - $5,054,712 6


$0.41
$2.62

$0.41
$2.62

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

19

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)



BALANCE AT JANUARY 1,2021
Appropriations of prior year's earnings:
Legal reserve
special reserve
Changes in associates and joint ventures using the
equity method
Net income (loss) for 2021
Other comprehensive income (loss) for 2021, net of
income tax
Total comprehensive income (loss) for 2021
Changes in ownership interests in subsidiaries
Adjustment of non-controlling interests
Disposal of financial instruments designated at fair
value through other comprehensive income
BALANCE AT DECEMBER 31, 2021
Appropriations of prior year's earnings:
Legal reserve
special reserve
Cash dividends
Stock dividends
Changes in associates and joint ventures using the
equity method
Net income (loss) for 2022
Other comprehensive income (loss) for 2022, net of
income tax
Total comprehensive income (loss) for 2022
Buy-back of treasury shares
Changes in ownership interests in subsidiaries
Adjustment of non-controlling interests
BALANCE AT DECEMBER 31, 2022


Common Stock
Capital Surplus Retained Earnings Other Equity Item TreasuryStock Shareholders of
the parent

Non-controlling
Interests
Total Equity

Legal Reserve

Special Reserve
Unappropriated
Earnings
(Accumulated

Deficits)

Exchange
Differences on
Translating Foreign
Operations
Unrealized Gain (Loss)
On Financial Assets at
Fair Value Through Other
Comprehensive Income
Gain (Loss) on
Hedging
Instruments
$18,905,695
-
-
-
-
-
$4,929,007

-

-

(158)

-

-
$2,866,052

16,374

-

-

-

-
$559,232

-

147,361

-

-

-
$163,734

(16,374)

(147,361)

(231)

5,202,838

(84,063)
($1,187, 536)

-

-

-

-

(238,497)
$226,643

-

-

-

-

161,307
$6,384

-

-

-

-

162
$ -

-

-

-

-

-

$26,469,211

-

-

(389)

5,202,838

(161,091)

$1,361,903

-

-

6

17,615

(4,650)

$27,831,114

-

-

(383)

5,220,453

(165,741)
-
-

-

-

5,118,775

(238,497)

161,307

162

-

5,041,747

12,965

5,054,712
-
-

-

-

-

-

-

-

-

-

-

-

(9,905)

-

5,149

-

-

-

-

-

(1,425)

-

-

-

-

-

-

(9,905)

-

3,724

9,905

6,458

-

-

6,458

3,724
18,905,695
-
-
-
945,285
-
-
-

4,928,849

-

-

-

-

(1,547)

-

-

2,882,426

511,379

-

-

-

-

-

-

706,593

-

78,454

-

-

-

-

-

5,113,787

(511,379)

(78,454)

(945,285)

(945,285)

(1,803)

809,507

152,542

(1,426,033)

-

-

-

-

-

-

461,886

386,525


-

-

-

-

-

-

(255,700)

6,546


-

-

-

-

-

-

4,407

-

-

-

-

-

-

-

-

31,504,388

-

-

(945,285)

-

(3,350)

809,507

363,135

1,391,237

-

-

-

-

(12)

(287,402)

15,956

32,895,625

-

-

(945,285)

-

(3,362)

522,105

379,091
-
-

-

-

962,049

461,886

(255,700)

4,407

-

1,172,642

(271,446)

901,196
-
-
-

-

-

-

-

-

-

-

-

-

-

(11,629)

-

-

-

-

-

-

-

-

-

-

(133,898)

-

-

(133,898)

(11,629)

-

-

11,629

77,827

(133,898)

-

77,827
$19,850,980
$4,927,302

$3,393,805

$785,047

$3,582,001

($964,147)

$130,825

$10,953

($133,898)

$31,582,868

$1,209,235

$32,792,103

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

20

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Item Year Ended December 31 Year Ended December 31
2022 2021
1.CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Expected credit (gain) loss
Net loss (gain) on financial assets and liabilities at fair value
through profit or loss
Interest expense
Interest income
Dividend income
Share of(gain) lossof associates and joint ventures
Loss (gain) on disposal and retirement of property, plant and
equipment
Transfer of property, plant and equipment to expenses
Loss (gain) on disposal of investment properties
Loss (gain) on disposal of noncurrent assets held for sale
Loss (gain) on disposal of Investments accounted for using equity
method
Impairment loss recognized on nonfinancial assets
Other income recognized from rent concessions
Others
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities
Net changes in operating assets:
Decrease (increase) in financial assets as at fair value through
profit or loss
Decrease (increase) in contract assets
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivables
Decrease (increase) in accounts receivables - related parties
Decrease (increase) in other receivables
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other financial assets
Decrease (increase) in other operating assets
Total net changes in operating assets
Net changes in operating liabilities:
Increase (decrease) in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Increase (decrease) in provisions
Increase (decrease) in net defined benefit liability
Total net changes in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Cash generated from (used in) operations
$1,042,865
2,317,227
51,032
(76)
4,108
1,690,408
(68,556)
(6,761)
371,645
11,103
16,412
-
-
(241)
85
(20)
(298)

$6,316,348

2,003,252

44,568
(17)

5,510

1,363,204
(34,126)
(21,891)

(1,749,206)

9,096

9,641

(10,146)

(539,330)

-

12,412
(41)
(217)
4,386,068
1,092,709
(32,975)
(172,183)
(732,212)
429,506
(278,381)
221,423
4,139,180
134,722
(1,754,986)
(17,527)
(18,536)
218,403
131,485

(381,408)
13,841

(156,325)

(5,523,064)

830,650

(66,466)
9,557
1,936,567
(4,941,863)
(1,724,939)
(1,050,276)
(250,613)
(95,409)
(33,350)
(43,930)

942,796

1,038,809

702,955

622,191

41,237
(59,718)
(3,198,517) 3,288,270
(1,261,950) (1,653,593)
3,124,118
(560,884)
4,166,983
5,755,464

21

Item Year Ended December 31
2022
2021
64,971
30,790
12,923
15,729
(1,632,613)
(1,404,849)
(718,363)
(309,034)
1,893,901
4,088,100
(59,544)
(10,000)
-
29,925
26,184
4,571
(14,752)
(27,402)
7,600
-
184
-
-
629,374
(1,542,800) (2,769,502)
3,235
59,178
(89,837)
-
-
163,061
(5,891)
(29,472)
-
54,322
-
(475,761)
213,348
-
3,325
1,536
(1,458,948) (2,370,170)
(315,297) (1,019,839)
346,100
66,900
14,008,790 14,214,826
(11,997,266) (11,412,863)
-
428
(1,372)
-
(9,917)
(8,052)
(1,618)
(2,142)
(945,285)
-
(133,898)
-
77,827
6,458
1,028,064
1,845,716
(35,609)
(84,899)
1,427,408
3,478,747
7,209,529
3,730,782
$8,636,937
$7,209,529
Year Ended December 31
2022
2021
64,971
30,790
12,923
15,729
(1,632,613)
(1,404,849)
(718,363)
(309,034)
1,893,901
4,088,100
(59,544)
(10,000)
-
29,925
26,184
4,571
(14,752)
(27,402)
7,600
-
184
-
-
629,374
(1,542,800) (2,769,502)
3,235
59,178
(89,837)
-
-
163,061
(5,891)
(29,472)
-
54,322
-
(475,761)
213,348
-
3,325
1,536
(1,458,948) (2,370,170)
(315,297) (1,019,839)
346,100
66,900
14,008,790 14,214,826
(11,997,266) (11,412,863)
-
428
(1,372)
-
(9,917)
(8,052)
(1,618)
(2,142)
(945,285)
-
(133,898)
-
77,827
6,458
1,028,064
1,845,716
(35,609)
(84,899)
1,427,408
3,478,747
7,209,529
3,730,782
$8,636,937
$7,209,529
2022
Interest received
Dividends received
Interest paid

Income tax paid
Net cash generated from (used in) operating activities
2.CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other

comprehensive income and loss
Proceeds from disposal of financial assets at fair value through
other comprehensive income
Proceeds from capital reduction of financial assets at fair value
through other comprehensive income
Acquisition of investments accounted for using equity method

Proceeds from disposal of investments accounted for using equity
method
Proceeds from capital reduction of investments accounted for
using equity method
Proceeds from disposal of noncurrent assets held for sale
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Increase in refundable deposits

Decrease in refundable deposits
Acquisition of intangible assets

Proceeds from disposal of investment properties
Increase in other financial assets
Decrease in other financial assets

Decrease in other noncurrent assets
Net cash generated from (used in) investing activities

3.CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans

Increase in short-term notes and bills payable
Increase in long-term loans

Repayment of long-term loans

Increase in guarantee deposits received
Decrease in guarantee deposits received
Repayments of principal of lease liabilities
Decrease in other noncurrent liabilities
Cash dividends paid
Payments for buy-back of treasury shares

Increase (decrease) in non-controlling interests

Net cash generated from (used in) financing activities

4.EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS

5.NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS

6.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

7.CASH AND CASH EQUIVALENTS, END OF YEAR
64,971
12,923
(1,632,613)
(718,363)
1,893,901
(59,544)
-
26,184
(14,752)
7,600
184
-
(1,542,800)
3,235
(89,837)
-
(5,891)
-
-
213,348
3,325
(1,458,948) (2,370,170)
(315,297)
346,100
14,008,790
(11,997,266)
-
(1,372)
(9,917)
(1,618)
(945,285)
(133,898)
77,827
(1,019,839)

66,900
14,214,826
(11,412,863)

428

-

(8,052)

(2,142)

-

-

6,458
1,028,064
1,845,716
(35,609)
(84,899)
1,427,408
7,209,529

3,478,747

3,730,782
$8,636,937
$7,209,529

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

22

==> picture [101 x 28] intentionally omitted <==

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

Independent Auditors’ Report

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

Opinion

We have audited the accompanying standalone balance sheets of Yieh Phui Enterprise Co., Ltd. (the “Company") as of December 31, 2022 and 2021, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2022 and 2021, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company's standalone financial statements for the year ended December 31, 2022 are stated as follows:

23

Revenue recognition

Please refer to Note 4.17 to the standalone financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for major accounting estimates and assumptions of revenue recognition; and Note 6.25 for the details of revenue recognition.

Description of key audit matter

Due to fierce competition in the industry, the Company may be affected by the growth of its performance and competition in the same industry, which increases the risk of recognition of operating income. Therefore, we determined the revenue recognition for those product lines and customers with significant sales increase in 2022 as a key audit matter.

How the matter was addressed in our audit

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

Valuation of inventory

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

Description of key audit matter

The Company's inventory amounted to $4,269,507 thousand as of December 31, 2022, which accounted for 8.42% of total assets. The inventory valuation is measured at the lower of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgments and estimates and since inventory valuation is dependent on the influence of drastic fluctuations of international metal price, we have thus included this item in the key audit matters.

How the matter was addressed in our audit

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

Other Matters

We did not audit the financial statements of certain associates accounted for using equity method. Those financial statements were audited by the other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the standalone financial statements was based solely on the reports of the other independent accountants. Investments in these associates amounted to $4,992,602 thousand and $5,019,274 thousand, representing 9.84% and 9.41% of total standalone assets as of December 31, 2022 and 2021, and the share of profit of these associates accounted for using equity method amounted to ($69,439) thousand and $509,171

24

thousand, representing (6.19%) and 8.08% of total standalone income before income tax for the years then ended, respectively. In addition, the share of other comprehensive income of these associates accounted for using equity method amounted to 101,519 thousand and ($8,736) thousand, representing 27.96% and 5.42% of total standalone comprehensive income for the years then ended, respectively.

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

Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the standalone financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

25

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  3. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the standalone financia1 statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

26

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

Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 9, 2023

Notice to Readers

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

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

27

YIEH PHUI ENTERPRISE CO., LTD STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Assets
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit
or loss - current
Contract assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other financial assets - current
Total Current Assets
NONCURRENT ASSETS
Financial assets at fair value through other
comprehensive income or loss - noncurrent
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment properties
Deferred tax assets
Refundable deposits
Other financial assets - noncurrent
Total Noncurrent Assets
TOTAL ASSETS
Note
6(1)
6(2)
6(25)
6(3)
6(4)
7
6(5)
7
6(6)
6(7)
8
6(8)
6(9)
6(10)
6(11)
6(12)
6(31)
6(13)
8
December 31,2022
Amount
%
$2,133,667
4
33,914
-
228,625
-
1,746
-
747,316
1
485,683
1
80,641
-
2,302,740
5
4,269,507
9
297,919
1
30,710
-
10,612,468
21
732,973
1
31,182,726
61
6,696,259
13
287,096
1
-
-
437,914
1
782,097
2
304
-
40,119,369
79
$50,731,837
100
December 31,2021 December 31,2021
Amount
$2,133,667
33,914
228,625
1,746
747,316
485,683
80,641
2,302,740
4,269,507
297,919
30,710
10,612,468
732,973
31,182,726
6,696,259
287,096
-
437,914
782,097
304
40,119,369
$50,731,837
Amount
$915,280
218,128
70,702
6,836
920,688
258,495
226,334
61,872
7,565,814
413,555
55,001
10,712,705
792,920
32,775,735
7,260,302
282,984
443,349
539,119
545,925
160
42,640,494
$53,353,199
%
2
-
-
-
2
-
-
-
15
1
-
20
1
61
14
1
1
1
1
-
80
100

28

Liabilities and Equity
CURRENT LIABILITIES
Short-term loans
Short-term notes and bills payable
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Provisions - current
Lease liabilities - current
Current portion of long-term loans
Total Current Liabilities
NONCURRENT LIABILITIES
Long-term loans
Deferred tax liabilities
Lease liabilities - noncurrent
Net defined benefit liability - noncurrent
Guarantee deposits
Total Noncurrent Liabilities
TOTAL LIABILITIES
EQUITY ATTRIBUTABLE TO OWNERS OF
THE PARENT
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Treasury shares
Total equity attributable to owners of the parent
TOTAL LIABILITIES AND EQUITY
Note
6(14)
6(15)
6(25)
6(16)
6(17)
6(11)
6(18)
6(18)
6(31)
6(11)
6(19)
6(20)
6(21)
6(22)
6(23)
6(24)
December 31, 2022
Amount
%
$5,949,747
12
698,755
1
184,494
-
312,774
1
435,057
1
677,828
1
389,744
1
54,148
-
12,314
-
1,377,909
3
10,092,770
20
8,572,649
17
-
-
196,976
-
284,574
1
2,000
-
9,056,199
18
19,148,969
38
19,850,980
39
4,927,302
10
3,393,805
6
785,047
2
3,582,001
7
(822,369)
(2)
(133,898)
-
December 31, 2022
Amount
%
$5,949,747
12
698,755
1
184,494
-
312,774
1
435,057
1
677,828
1
389,744
1
54,148
-
12,314
-
1,377,909
3
10,092,770
20
8,572,649
17
-
-
196,976
-
284,574
1
2,000
-
9,056,199
18
19,148,969
38
19,850,980
39
4,927,302
10
3,393,805
6
785,047
2
3,582,001
7
(822,369)
(2)
(133,898)
-
December 31, 2021 December 31, 2021
Amount
$5,949,747
698,755
184,494
312,774
435,057
677,828
389,744
54,148
12,314
1,377,909
10,092,770
8,572,649
-
196,976
284,574
2,000
9,056,199
19,148,969
19,850,980
4,927,302
3,393,805
785,047
3,582,001
(822,369)
(133,898)
Amount

$5,764,136

648,832

1,908,988
455,374

769,888

857,639

752,666

84,691

9,550
427,459
11,679,223

9,402,884

140,277

190,909

433,518

2,000
10,169,588
21,848,811
18,905,695

4,928,849

2,882,426

706,593

5,113,787

(1,032,962)

-
%
11
1
4
1
1
2
1
-
-
1
22
18
-
-
1
-
19
41
36
9
5
1
10
(2)
-
31,582,868
$50,731,837
62
100
31,504,388
$53,353,199
59
100

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

29

YIEH PHUI ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

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

OPERATING REVENUE
OPERATING COST
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Total operating expenses
INCOME (LOSS) FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance costs
Share of profit (loss) of subsidiaries, associates and joint ventures
Total non-operating income and expenses
INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX (EXPENSES) BENEFIT
NET INCOME (LOSS)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity instruments
designated as at fair value through other comprehensive Income
Share of other comprehensive income (loss) of subsidiaries,
associates and joint ventures
Income tax benefit (expense) related to items that will not be
reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit or loss:
Share of other comprehensive income (loss) of subsidiaries,
associates and joint ventures
Income tax benefit (expense) related to items that may
be reclassified subsequently to profit or loss
Total other comprehensive income (loss), net of income tax
TOTAL COMPREHENSIVE INCOME (LOSS)
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share
Diluted earnings (loss) per share
Note Year Ended December 31 Year Ended December 31 Year Ended December 31
2022 2021

Amount
% Amount %
6(25)
6(6)
6(27)
6(28)
6(29)
6(30)
6(31)
6(32)
6(33)
6(33)

$33,544,528
(29,703,362)

100
(89)
$36,785,446

(31,340,778)
100
(85)
3,841,166
(1,621,875)
(395,810)
11
(5)
(1)
5,444,668

(1,430,599)

(395,087)
15
(4)
(1)
(2,017,685) (6)
(1,825,686)
(5)
1,823,481
5

3,618,982
10

11,948
233,915
347,731
(372,928)
(921,505)


-

1

1
(1)
(3)

16,256
130,487
606,863

(349,428)

2,276,311

-
-
2
(1)
6
(700,839) (2)
2,680,489
7
1,122,642
(313,135)

3
(1)
6,299,471

(1,096,633)
17
(3)
809,507
2
5,202,838 14

87,221
(88,481)
(84,454)
(17,444)
511,016
(44,723)

-

-

-

-

1

-
(78,859)
92,851
47,480
15,772
(251,808)
13,473

-

1
-
-

(1)
-
363,135
1
(161,091)
-
$1,172,642
3
$5,041,747 14


$0.41


$2.62

$0.41
$2.62

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

30

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

(In Thousands of New Taiwan Dollars)

Item
BALANCE AT JANUARY 1, 2021
Appropriations of prior year's earnings:
Legal Reserve
Special Reserve
Changes in associates and joint ventures using the equity method
Net income (loss) for 2021
Other comprehensive income (loss) for 2021, net of income tax
Total comprehensive income (loss) for 2021
Changes in ownership interests in subsidiaries
Disposal of financial instruments designated at fair value through
other comprehensive income
BALANCE AT DECEMBER 31, 2021
Appropriations of prior year's earnings:
Legal reserve
Special reserve
Cash dividends
Stock dividends
Changes in associates and joint ventures using the equity method
Net income (loss) for 2022
Other comprehensive income (loss) for 2022, net of income tax
Total comprehensive income (loss) for 2022
Buy-back of treasury shares
Changes in ownership interests in subsidiaries
BALANCE AT DECEMBER 31, 2022
Common Stock Capital Surplus Retained Earnings Other EquityItem
TreasuryStock

$ -

-

-

-

-

-

-

-

-
Total Equity
Legal Reserve Special Reserve Unappropriated
Earnings
(Accumulated
Deficits)
Exchange
Differences on
Translating Foreign
Operations
Unrealized Gain (Loss)
on Financial Assets at
Fair Value Through Other
Comprehensive Income
Gain (loss) on
Hedginginstruments
$18,905,695
-
-
-
-
-

$4,929,007

-

-

(158)

-

-

$2,866,052

16,374

-

-

-

-

$559,232

-

147,361

-

-

-

$163,734

(16,374)

(147,361)

(231)

5,202,838

(84,063)

($1,187,536)

-

-

-

-
(238,497)

$226,643

-

-

-

-
161,307

$6,384

-

-

-

-

162

$26,469,211

-

-

(389)

5,202,838

(161,091)
-
-

-

-

5,118,775

(238,497)
161,307
162

5,041,747
-
-

-

-

-

-

-

-

(9,905)

5,149

-

-

-

(1,425)

-

-

(9,905)

3,724
18,905,695
-
-
-
945,285
-
-
-

4,928,849

-

-

-

-

(1,547)

-

-

2,882,426

511,379

-

-

-

-

-

-

706,593

-

78,454

-

-

-

-

-

5,113,787

(511,379)

(78,454)

(945,285)

(945,285)

(1,803)

809,507

152,542

(1,426,033)

-

-

-

-

-

-

461,886

386,525

-

-

-

-

-

-

(255,700)

6,546

-

-

-

-

-

-

4,407

-

-

-

-

-

-

-

-

-

(133,898)

-

($133,898)

31,504,388

-

-

(945,285)

-

(3,350)

809,507

363,135
-
-

-

-

962,049

461,886

(255,700)
4,407
1,172,642
-
-

-

-

-

-

-

-

-

(11,629)

-

-

-

-

-

-

(133,898)

(11,629)
$19,850,980
$4,927,302

$3,393,805

$785,047

$3,582,001

($964,147)

$130,825

$10,953

$31,582,868

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

31

YIEH PHUI ENTERPRISE CO., LTD. STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Item Year Ended December 31 Year Ended December 31
2022 2021
1.CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax
Adjustments to reconcile profit (loss)
Depreciation
Net loss (gain) on financial assets and liabilities at fair value
through profit or loss
Interest expense
Interest income
Dividend income
Share of loss (gain) of associates, subsidiaries and joint ventures
Loss (gain) on disposal and retirement of property, plant and
equipment
Loss (gain) on disposal of noncurrent assets held for sale
Loss (gain) on disposal of Investments accounted for using equity
method
Other income recognized from rent concessions
Others
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities
Net changes in operating assets:
Decrease (increase) in financial assets as at fair value through
profit or loss
Decrease (increase) in contract assets
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivables
Decrease (increase) in accounts receivables - related parties
Decrease (increase) in other receivables
Decrease (increase) in inventories
Decrease (increase) in prepayments
Total net changes in operating assets
Net changes in operating liabilities:
Increase (decrease) in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Increase (decrease) in provisions
Increase (decrease) in net defined benefit liability
Total net changes in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Cash generated from (used in) operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated from (used in) operating activities
$1,122,642
516,228
5,087
372,928
(11,948)
(6,191)
921,505
9,964
-
(122)
(20)
(5,840)

$6,299,471

499,603

15,630

349,428

(16,256)

(21,621)

(2,276,311)

12,128

(539,284)

(110,716)

(41)

8,478
1,801,591
(2,078,962)
3,642

(158,569)
5,121
175,203
(228,403)
164,711
3,296,307
115,636

(20,942)

252,664

21,020

180,535

(24,509)

(150,147)

(4,214,695)

(197,061)
3,373,648
(4,153,135)
(1,724,494)
(142,600)
(334,831)
(139,259)
(30,543)
(61,723)

1,393,919

109,712

358,046

333,299

32,515

(47,925)
(2,433,450)
2,179,566
940,198
(1,973,569)
2,741,789
(4,052,531)
3,864,431
11,165
61,193
(361,330)
(777,296)

2,246,940

16,256

22,780

(357,276)

(8,042)
2,798,163
1,920,658

32

Item Year Ended December 31 Year Ended December 31
2022 2021
2.CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other
comprehensive income and loss
Proceeds from capital reduction of financial assets at fair value
through other comprehensive income
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity
method
Proceeds from capital reduction of investments accounted for
using equity method
Proceeds from disposal of noncurrent assets held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Increase inOther receivables - related parties
Proceeds from disposal of investment properties
Decrease in other financial assets
Net cash generated from (used in) investing activities
3.CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Decrease in short-term loans
Increase in short-term notes and bills payable
Increase in long-term loans
Repayment of long-term loans
Repayments of principal of lease liabilities
Cash dividends paid
Payments for buy-back of treasury shares
Net cash generated from (used in) financing activities
4.NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
5.CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
6.CASH AND CASH EQUIVALENTS AT END OF PERIOD
(54,718)
26,184
(565,532)
3,800

-
-
(332,247)
320,989
(236,172)
(470,000)
445,545
24,147
(10,000)

4,571
(868,640)

-


23,505

629,116
(586,100)

-

(123,518)

-

-

155,239
(838,004)
(775,827)

185,611
-
50,000
540,000
(427,459)
(10,741)
(945,285)
(133,898)


-

(2,147,163)

50,000

9,293,079

(7,754,820)

(9,471)

-

-
(741,772)
(568,375)
1,218,387
915,280

576,456

338,824
$2,133,667
$915,280

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

33

2. The Auditing Committee Audits the Final Financial Statementsn of 2022

Report of the Auditing Committee

Yieh Phui Enterprise Co., Ltd

The board of directors has prepared the 2022 operating report, consolidated financial statement, which includes the individual entity report, and the declaration of dividends, among which has been audited and signed off by Crowe Horwath (TW)CPAs. The operating report, consolidated financial statement and the declaration of dividends have been audited by the auditing committee and no abnormality found. Thus, the report has been released according to Article 14-4 and Article 219 of the Company Act. Herein kindly ask for approval.

To

the 2023 the Stockholder’s Meeting of Yieh Phui Chairman of the Auditing Committee: Yang, Der-Yuan March 09, 2023

34

3. The report on the remuneration of the employees and directors for 2022

  • Explan : 1. The Remuneration of the employees and directorsn for 2022 had been approved by the board of directors on March 9, 2023 and to be paid in cash.

  • The remuneration for the employees is NT$2,252,039

  • The remuneration for the directors is NT$563,010

  • According to the letter with reference number 1121801632 issued by the Taiwan Stock Exchange, the Company's net profit after tax attributable to the parent company for the fiscal year 2022 decreased by NT$4.39 billion compared to the previous year. However, the average amount of remuneration paid to each director in all companies included in the consolidated financial statements for 2022 increased compared to the previous year. The rationale for the increase in the amount of director and supervisor remuneration and its reasonableness in light of the decrease in net profit after tax for 2022 are as follows:

  • (1) The remuneration paid to the directors of the Company for the fiscal year 2022 was approved by the Remuneration Committee and the Board of Directors. The remuneration ratio for the directors in 2022 was 0.05%, which also complies with the provisions of the Company's bylaws, and does not exceed 0.1% of the Company's annual profit (i.e., profit before tax, deducting employee and director remuneration).

  • (2) In 2022, our company's director who also served as the General Manager was promoted to Vice Chairman and will no longer serve as the General Manager. Therefore, his compensation will be classified as director's remuneration. As a result, the average remuneration for each director (excluding remuneration for those who also hold employment positions) increased in the2022 compared to the 2021 .Overall, the average remuneration for each director in the 2022 (including remuneration for those who also hold employment positions) decreased compared to the 2021 in response to the decline in after-tax profits. This is considered reasonable.

4. The report on the cash dividend as bonus of stockholders of 2022

  • 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$592,759,498 based on the stockholders list on the ex-date, or NT$0.3 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.

35

5. The report on the execution of the share buyback.

Explan: Unit: NTD

n: Unit: NTD
Share Buyback frequency The Eighth Buyback
Purpose for share buyback To enhance the credit of the company
and the rights of stockholders
Buyback period Oct. 18-Dec. 17, 2022
Buyback price range NT$13.5-15 per share
Number and type of share
buyback
Common shares
9,233,000 shares
Buyback volume NT$133,923,077
The purchased shares as a
percentage of the planned
buyback
30.78%
Number of shares have been
written off or transfer
9,233,000 shares
Accumulated shareholding 0 share
Accumulated shareholding as a
percentage of outstanding shares
(%)
0%
Reasons for not completing share
buyback
To respect the market mechanism and
safeguard the interests of the
stockholders, Yieh Phui has not fully
implemented the planned share
buyback due to the fluctuation of the
stock

III Mattters for Approval

Proposal 1 : Proposed by the board of directors

Brief : Approve the final financial statements for 2022

  • Explain : 1.The 2022 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:

36

Proposal 2 : Proposed by the board of directors

Brief : Approve the distribution of retained earnings for 2022

Explain :Yieh Phui plans to distribute earnings of 2022 as the table below:

Yieh Phui Enterprise Co., Ltd

Yieh Phui Enterprise Co., Ltd
Earnings Distribution Table
2022 Unit:NT$
Item Amount
Unallocated Earnings in the beginning of year 2,633,385,349
Add: Remeasurement on defined benefit plans
recognized in retained earnings
152,541,814
Less: Changes in associates and joint ventures
accounted for using equity method
(1,803,410)
Less: Changes in subsidiaries' ownership (11,629,408)
Add: Net income 809,507,125
Less: Legal reserve (94,861,612)
Less: special reserve (37,322,065)
Distributable earnings 3,449,817,793
Less : Shareholders’ dividend-cash (592,759,498)
Unallocated earnings,end ofyear 2,857,058,295

Resolution:

VI Matters for Discussion

Proposal 1 : Proposed by the Board of Directors Brief : Proposal on modifying “Corporate Charter ”.

  • Explain : 1. According to the company's business needs, it is planned to increase the business item IG03010 energy technology service industry

  • 2 . In accordance with business needs and legal requirements, our company plans to revise Articles 2, 18, 18-1, and 36 of the Company Bylaws.

  • The modified and comparison table of the“Corporate Charter” before the changes are listed at VII Annex Annex 1 and Annex 2.

Resolution:

V Extempore Motions

VI Adjournment

37

VII Annex

Annex 1

YIEH PHUI ENTERPRISE CO., LTD

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

AFTER THE REVISION BEFORE THE BEFORE THE REVISION REVISION

Article 1 Article 1 The Company’s business services are The Company’s business services are as follows: as follows: 1. A102080 Horticulture 1. A102080 Horticulture 2. C801010 Basic Industrial 2. C801010 Basic Industrial Chemical Chemical Manufacturing Manufacturing Items 3 to 38 omitted. Items 3 to 38 omitted. 39. Energy Technical Services Article 18: Article 18: ~ The Company is with 6 7 directors The Company is with 7 directors appointed by a nomination system. appointed by a nomination system. They are elected among the competent They are elected among the competent shareholders in the shareholders shareholders in the shareholders meeting in accordance with Article 198 meeting in accordance with Article 198 of the Company Act. Directors and of the Company Act. Directors and supervisors are appointed for a term of supervisors are appointed for a term of 3-year and can be appointed for the 3-year and can be appointed for the 2nd term. Also, the minimum 2nd term. Also, the minimum shareholding ratio of the directors shall shareholding ratio of the directors shall comply with the requirements of the comply with the requirements of the securities competent authorities. securities competent authorities. A majority of the Company’s directors A majority of the Company’s directors should not be in any of the following should not be in any of the following relationships: relationships: 1. Spouse 1. Spouse 2. Secondary relatives 2. Secondary relatives Article18-1: For the number of directors stated in Article18-1: the preceding paragraph, there must be For the number of directors stated in at least two independent directors, the preceding paragraph, there must be which may not be less than one third of at least two independent directors, the total number of directors. The which may not be less than one fifth of professional qualifications of the the total number of directors. The independent directors, shareholdings, professional qualifications of the part-time job constraints, the independent directors, shareholdings, nomination and election methods, and part-time job constraints, the other binding matters should be nomination and election methods, and handled in accordance with the relevant other binding matters should be requirements of the securities handled in accordance with the relevant competent authorities. requirements of the securities competent authorities.

38

Annex 2

YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter

Chapter 1 General Rules

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

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

  • A102080 Horticulture

  • C801010 Basic Industrial Chemical Manufacturing

  • C901990 Other Non-metallic Mineral Products Manufacturing

  • CA01010 Iron and Steel Refining

  • CA01020 Iron and Steel Rolls over Extends and Crowding

  • CA01030 Iron and Steel Casting

  • CA01050 Iron and Steel Rolling, Drawing, and Extruding

  • CA01060 Steel Wires and Cables Manufacturing

  • CA02010 Metal Architectural Components Manufacturing

  • CA02090 Metal line Products Manufacturing

  • CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified

  • CA04010 Metal Surface Treating

  • CB01010 Machinery and Equipment Manufacturing

  • CB01990 Other Machinery Manufacturing Not Elsewhere Classified

  • CC01080 Electronic Parts and Components Manufacturing

  • CD01030 Automobiles and Parts Manufacturing

  • CD01040 Motor Vehicles and Parts Manufacturing

  • F101100 Wholesale of Flowers

  • F106010 Wholesale of Ironware

  • F111090 Wholesale of Building Materials

  • F113010 Wholesale of Machinery

  • F114030 Wholesale of Motor Vehicle Parts and Supplies

  • F199990 Other Wholesale Trade

  • F201070 Retail sale of Flowers

  • F206010 Retail Sale of Ironware

  • F211010 Retail Sale of Building Materials

  • F213080 Retail Sale of Machinery and Equipment

  • F214030 Retail Sale of Motor Vehicle Parts and Supplies

  • F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified

  • F401010 International Trade

  • E103011 Steel Construction

  • H701010 Residence and Buildings Lease Construction and Development

39

  1. H701040 Specialized Field Construction and Development

  2. H701060 New County and Community Construction and Investment

  3. H703090 Real Estate Commerce

  4. H703100 Real Estate Rental and Leasing

  5. JE01010 Rental and Leasing Business

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

  7. Energy Technical Services

  8. 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.

  9. 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

40

with the Company Act and general law and regulations.

  • Article 10: (Deleted)

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

Chapter 3 Shareholders meeting

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

41

registry and proxies.

Chapter 4 Directors

  • Article 18: The Company is with 6~7 directors appointed by a nomination system. They are elected among the competent shareholders in the shareholders meeting in accordance with Article 198 of the Company Act. Directors and supervisors are appointed for a term of 3-year and can be appointed for the 2[nd] term. Also, the minimum shareholding ratio of the directors shall comply with the requirements of the securities competent authorities.

A majority of the Company’s directors should not be in any of the following relationships:

  1. Spouse

  2. Secondary relatives

  3. 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 third 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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

42

by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting.

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

Article 24: The motions resolved in the board meeting must be documented in the minutes of meeting, which must be signed and sealed by the Chairman and then distributed to all directors within 20 days after the meeting. The gist and result of the proceeding should be documented in the minutes of meeting; also, the minutes of meeting should be kept for records at the Company’s along with the shareholder’s attendance registry and proxies. Article 25: Based on Article 14.4 of the Securities and Exchange Act, Yieh-Phui sets up an auditing committee. The committee or its members are to execute the Company Act, Securities and Exchange Act and other regulations that are under the purview of the supervisors.

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

  • 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.

43

  1. Operation Statement

  2. Financial Statement

  3. 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.

  1. Distribution conditions and timing:

  2. 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:

44

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.

  • 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-five amendment was made on June 21, 2023

45

VIII Appendix Appendix 1

YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter

Chapter 1 General Rules

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

Article 2: The Company’s business services are as follows: 1. 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

46

  • 34.H701060 New County and Community Construction and Investment

  • 35.H703090 Real Estate Commerce

  • 36.H703100 Real Estate Rental and Leasing

  • 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)

47

  • 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.

48

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
designated, one director shall be elected among the directors to chair the

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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.

  • Operation Statement

  • Financial Statement

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  1. 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: 3. Dividend policy

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

  1. Distribution conditions and timing:

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 profitability. In general, stock dividend is distributed in order to retain

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

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

  2. 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-four amendment was made on June 23, 2022

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Appendix 2

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:

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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.

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

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shareholders meeting in person or by proxy; also, shall get involved in the discussion of the motion.

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

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

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

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adequate staff assigned to handle the process. For virtual shareholders meetings, shareholders may begin to register on the 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: 1. 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

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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.

  • 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

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meeting.

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

  • The Company may appoint the contracted attorney, CPA, or the

  • related personnel to attend the shareholders meeting.

  • Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly.

  • The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.

  • 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

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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. 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.

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

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

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

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

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

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shareholders may not exceed 3% of the total outstanding stock shares. In addition, the voting rights exceeding the threshold will not be counted.

  • Article 12 Shareholders are entitled to one voting right per share except for those subject to restrictions or those without voting right listed in Article 179 Paragraph 2 of the Company Law.

  • the company is to have voting rights exercised electronically and in writing in the shareholders meeting). When the voting right is exercised in writing or electronically, the method should be stated in the shareholders meeting notice. Shareholders who have exercised their voting rights in writing or by an electronic mean will be deemed as to attend the shareholders meeting in person. However, in respect of the motion or the amendment to the original motion in the shareholders meeting, it will be considered as a waiver; therefore, the Company should avoid proposing a motion and amendment to the original motion.

  • For the voting right exercised in writing or electronically in the preceding paragraph, the intention should be expressed to the Company two days prior to the shareholders meeting. For the intention expressed in duplication, the first delivery shall prevail, unless the first delivered intention is revoked by declarations. After exercising their voting rights in writing or by an electronic mean, if the shareholders decide to attend the shareholders meeting in person 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 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. 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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Appendix 3

Yieh Phui Enterprise Co., Ltd

The Table of the Shareholding of Directors

  1. The Statement for the Minimum Required Holding for All Directors and Those on the Registry
Title The shares required The shares registere
Directors 47,420,760 86,552,482

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%.

  1. Statement of the shareholding of directors

As of April 23, 2023 (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
64,964,178 3.29% 2022/6/23~
2025/6/22
Director Kuo Chiao Investment &
Development Co., Ltd.
Representative:Wu Lin- Maw
64,964,178 3.29% 2022/6/23~
2025/6/22
Director Chia Yuan Investment &
Development Co., Ltd.
Representative:Liang, Pyng -
Yeong
21,588,304 1.09% 2022/6/23~
2025/6/22
Director Chia Yuan Investment &
Development Co., Ltd.
Representative:Huang,
Ching-Tsung
21,588,304 1.09% 2022/6/23~
2025/6/22
Independent
Director
Yang, Der-Yuan 0 0.00% 2022/6/23~
2025/6/22
Independent
Director
Chang, Wen-Yi 0 0.00% 2022/6/23~
2025/6/22
Independent
Director
Lee, Chung-Wei 945 0.00% 2022/6/23~
2025/6/22
Total of All Directors 86,552,482

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