Code: 2023

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2024 Shareholders’ Meeting

Program

Web site: http://mops.twse.com.tw Type of Meeting: Physical Meeting Time: June 20, 2024

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

The Procedures and the Agenda

Yieh-Phui Enterprise Co., Ltd.

Procedures for 2024 Stockholders’ Meeting

Time: 9:30 AM, June 20, 2024

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

Yieh Phui Enterprise Co., Ltd

Program for 2024 Stockholders’ Meeting

I. Chairperson Remarks ：

II. Company Report ：

The report of the operation of 2023.
The Auditing Committee audits the final financial statement of 2023.
The report on the execution of the share buyback.
The report on the cash dividend as bonus of stockholders of 2023.
The report on Directors’ Remuneration of 2023

III. Matters for Approval ：

Approve the final financial statement for 2023.
Approve the distribution of retained earnings for 2023.

IV. Matters for Discussion ：

Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earnings as capital for 2023.
Proposal on Modifying“Regulations Governing the Election of Directors”.
Proposal on Modifying“Rules of Procedure for Shareholders Meetings ”.

V. Extempore Motions

VI. Adjournment

I. The Procedures and the genda……………………………………………………………………………………..1 II. Company Report…………………………………………………………………………………………………………………..4 1. The report of the Operation of 2023…………………………………………………………………………………………….4 2. The Auditing Committee audits the final financial statement of 2023………………………………………………………33 3. The report on the execution of the share buyback……………………………………………………………………..........34 4. The report on the cash dividend as bonus of stockholders of 2023………………………………………………………..35 5. The report on Directors’ Remuneration of 2023………………………………………………………………………………35 III. Matters for Approval……………………………………………………………………………………………………………….35 1. Approve the final financial statement for 2023………………………………………………………………………………..35 2. Approve the distribution of retained earnings for 2023………………………………………………………………………36 IV. Matters for Discussion…………………………………………………………………………………………………………..36 1.Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earnings as capital for 2023..............................................................................................................................................................36 2.Proposal on Modifying“Regulations Governing the Election of Directors” …………………………………………………37 3. Proposal on Modifying“Rules of Procedure for Shareholders Meetings ”………………………………………………….37 V. Extempore Motions................................................................…………………………………………………………………37 VI. Adjournment………………………………………………………………………………………………………………………..37 VII. Annex…………………………………………………...…………………………………………………………….…………….38 Annex 1 Directors’ Remuneration of 2023…………………………………………………………………………………….38 Annex 2 Regulations Governing the Election of Directors (Table for Comparing Modified Items)………………………40 Annex 3 Regulations Governing the Election of Directors (Modified.............................................................................42 Annex 4 Rules of Procedure for Shareholders Meetings (Table for Comparing Modified Items) ……………………….44 Annex 5 Rules of Procedure for Shareholders Meetings (Modified)………………………………………………………49 VIII. Appendix…………………………………………………………………………………………………………………………...63 Appendix 1 Corporate Charter…………………………………………………………………………………………………63 Appendix 2 Rules of Procedure for Shareholders Meetings……………………………………………………………….70 Appendix 3 The Table of the Stock Holdings of the Directors……………………………………………………………..84

II Company Report

1. The report of the operation of 2023

Comparing 2023 with 2022 the sale volume of Yieh Phui decreased 8.91% and that of revenue decreased NT$8.884 billion (-26.48%). Yieh Phui (China)’s sales volume increased 25.30% compared to the previous year and the increased in revenue is NT$3.321 billion (10.33%). The sales volume of Yieh Hsing decreased 42.34% compared to the previous year and the decreased in revenue is NT$1.814 billion (-26.56%). Overall, the consolidated revenue is NT$73.295 billion, a decreased of 12.41% compared to the previous year of NT$83.676 billion. The consolidated net income after tax is - NT$1.453 billion, a reduction of 1.971 billion of the previous year, of which -NT$1.081 billion is for the mother company, comparing with the previous year of net profit after tax NT$0.810 billion. a reduction of 1.891 billion.

1.The Performance of Business Plan ：

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

Year Item	2023	2022	Changes	Changes %
Operaiton Revenue	73,295,376	83,675,863	-10,380,487	-12.41%
Operaiton Costs	66,584,490	74,531,778	-7,947,288	-10.66%
Operaiton Gross Profit(Loss)	6,710,886	9,144,085	-2,433,199	-26.61%
Operaiton Expenses	5,116,586	6,839,551	-1,722,965	-25.19%
Operaiton Net Profit(Loss)	1,594,300	2,304,534	-710,234	-30.82%
Non-operation Revenue and Expenses	-2,932,583	-1,261,669	-1,670,914	132.44%
Net Profit(Loss)before Tax	-1,338,283	1,042,865	-2,381,148	-228.33%
Income Tax Expenses	114,885	520,760	-405,875	-77.94%
Net Profit (Loss) after Tax	-1,453,168	522,105	-1,975,273	-378.33%
Other Comprehensive Income (net)	122,096	379,091	-256,995	-67.79%
Total Amount of Comprehensive Income in thisTerm	-1,331,072	901,196	-2,232,268	-247.70%
Net Profit that Belongs to the Owner of the Parent Company	-1,081,587	809,507	-1,891,094	-233.61%
Net Profit that Belongs to the Non-controlling equity	-371,581	-287,402	-84,179	29.29%
Total Amount of Comprehensive Income that Belongs to the Owner of the Parent Company	-964,219	1,172,642	-2,136,861	-182.23%
Total Amount of Comprehensive Income that Belongs to the Non-controllingequity	-366,853	-271,446	-95,407	35.15%

Financial Information of Company

Year Item	2023	2022	Changes	Changes %
Operaiton Revenue	24,660,661	33,544,528	-8,883,867	-26.48%
Operaiton Costs	22,611,234	29,703,362	-7,092,128	-23.88%
Operaiton Gross Profit(Loss)	2,049,427	3,841,166	-1,791,739	-46.65%
Operaiton Expenses	1,513,991	2,017,685	-503,694	-24.96%
Operaiton Net Profit(Loss)	535,436	1,823,481	-1,288,045	-70.64%
Non-operation Revenue andExpenses	-1,605,698	-700,839	-904,859	129.11%
Net Profit (Loss) before Tax	-1,070,262	1,122,642	-2,192,904	-195.33%
Income Tax Expenses	11,325	313,135	-301,810	-96.38%
Net Profit (Loss) after Tax	-1,081,587	809,507	-1,891,094	-233.61%

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 2024.
Analysis of the Revenue/Expenditure and Profitability :

Consolidated Financial Report Information

Item	2023	2022
Net cash inflow of operation activities (thousand dollars)	1,122,734	1,893,901
Equity/Assets(%)	33.15	35.20
Liabilities/Assets(%)	66.85	64.80
Long-term Funds accounting for the ratio of real estates, plants and equipments (%)	147.64	147.94
Current ratio(%)	109.87	108.58
Quick ratio(%)	60.23	59.58
Return on assets(%)	3.23	1.99
Return on equity (%)	4.60	1.59
Netprofit margin(%)	1.98	0.62
Earningsper share(dollar)	-0.55	0.41
Number of shares by the end of the year (share)	1,949,170,994	1,985,097,994

Financial Information of Company

Financial Information of Company
Item	2023	2022
Net cash inflow of operation activities (thousand dollars)	368,330	2,798,163
Equity/Assets(%)	61.14	62.25
Liabilities/Assets(%)	38.86	37.75
Long-term Funds accounting for the ratio of real estates, plants and equipments (%)	581.47	606.89
Current ratio(%)	89.11	105.15
Quick ratio(%)	50.54	59.89
Return on assets(%)	-1.49	2.13
Return on equity (%)	-3.54	2.57
Netprofit margin(%)	-4.39	2.41
Earningsper share(dollar)	-0.55	0.41
Number of shares by the end of the year (share)	1,949,170,994	1,985,097,994

Research and Development

“Services creating value and Innovation leading the world” shows our vision to offer customers in product design and application. On June 1, 2023, an R&D division is established to attract professionals via cooperation with academics, creating an all direction services and increasing the capacity for R&D to satisfy the needs of customers.

With the world and government demand for greens, Yieh Phui develops the frames for solar panel to deal with the issue of disparate quality for such products, particularly suitable for the critical environments of Taiwan. In 2021 steel with high resistance to corrosion Hot-Dip Zn-Al-Mg Coated Steel Coil (PhuizerMaxâ) and Prepainted Hot-Dip Zn-Al-Mg Steel Coil (PhuizerSolarKingâ) were introduced for solar power generation. In 2023 the sale for such steel is over 100,000 tons, cumulative of 280,000 tons winning world acclaim and leading position in Taiwan.

1. Major development of products and achievement:

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.

2022 In response to the global net-zero carbon emissions agenda, apart from dedicating efforts to conduct internal greenhouse gas inventories and product carbon footprint calculations to identify carbon hotspots, and implementing carbon reduction schemes, we also collaborate externally with upstream electric arc furnace steelmaking industries to increase the proportion of scrap steel recycling. By promoting circular economy practices, we aim to achieve carbon reduction objectives, enhance carbon reduction competitiveness, and further increase company profitability. In 2022, the production of low-carbon steel products exceeded 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.

2023 Yieh Phui developed the recycling of 85% low carbon steel and get accredited for 3C electronics factory stamping/forming. In the future Yieh Phui plans to get certified for the recycling of UL 2809 to get ahead of the market. Compliance with the European Environmental Directive (RoHS) achieved, Yieh Phui has developed outdoor building material of coated steel products, conforming to the environment regulation of Europe. The sale in 2023 is 200 tons. It will reach 5,000 tons annually.

2. R&D of Production Proces

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. 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. Starting from 2023, we began collaborating with China Steel Corporation ,Yieh United Steel and upstream suppliers to expand the development of low-carbon products through circular economy and low-carbon manufacturing.
The R&D project is set to complete by the fourth season of 2023 with NT$ 109 million. The deal will enable Yieh Phui to satisfy the recycling rate of low carbon steel, Hot-Dip Al-Mg-Zn coated niche steel products, environment-friedly appliances, building materials, frames for solar panels.

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, Hot-Dip Zn-Al-Mg Coated Steel Coil and 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.
In recent years, under the dual-production base model formed by Yieh Phui and Yieh Phui (China), the Company has begun to reinforce dual-axis operations through developing export markets outside of China and the niche markets. In response to the environmental trends, we have also been actively developing green steel products, aiming to exceed the competitors in the industry through the blue ocean strategy. In addition to the domestic market of China, Yieh Phui (China) pays attention to the ASEAN market after RCEP to deal with the tariff differences via Taiwan and China, adjusting production accordingly. This will enhance our market share and competitiveness in ASEAN and other world markets. This will strengthen Yieh Phui’s position as a global steel enterprise.
Yieh Phui’s sale strategy is to focus on the high end markets and strengthen alliance with local agents to enhance timely service and develop suitable high-end & high quality products.
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.
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.

Impact from competition, legal environment, and overall economy

In October 2023 IMF predicts 3.0% global growth, 2.9% for 2024, while inflation drops from 8.7% in 2022 to 5.8% in 2023. The trend will be even lower in 2024 and there could be reduction in interest rate in the US and Europe.

The issue of climate change adaptation is set with net carbon zero for 2050, one of three main issues of APEC 2023. 151 countries has set the target. 2026 EU will

implement CBAM and Taiwan has done the same. 2030 Taiwan will invest NT$4 trillion in four major supply chains in solar power, wind power, hydrogen and carbon capture. Yieh Phui will comply with government regulation to produce domestically all necessary materials expediting the R&D in greens to catch up with the trend and enhance related development in Taiwan.

1.The impact of external environment to domestic market ：
Early on the import of cheap steel has caused price cut and quality issue, not good for Taiwan’s domestic and construction industry. In 2016 Taiwan has started anti-dumping investigation against China and South Korea. On August 22, 2016, anti-dumping taxation has levied on South Korean products. Before the end of the measure, Taiwan continued the policy for five more years on September 14, 2022. More measures would be taken upon further survey of the 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 the implementation of ultimate defensive measure on imported steel by EU on February 2, 2019.
In recent years, the investment has slowed down and the clampdown on farmhouses, building on farmland and tearing down on new violations have contributed to the lower the demand for galvanized steel products, hurting the domestic market. In contrast, to deal with the energy policy of the government, the rise of green energy industry, the increase in solar power and wind power, all will contribute to related industries and the sale of coated steel.
Net-zero carbon reduction has become a common goal for governments around the world, after implementing Climate Change Response Act on December 15, 2023, there are multiple tools to reduce carbon emission with carbon tax and other voluntary measures, The taxation considers the pricing of annual emission. Yieh Phui strives to respond to government policies to increase sale in green products, leading the industry in this field and prosperous green development.
The US and China may face more military and tech confrontation. The war between Ukraine and Russia in February 2022 will affect the political and economic situation in Asia-Pacific, impacting China. Global orders may transfer could impact the Taiwanese merchants in China, with their moving back home, positive for domestic market.

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

In 2023 the steel production in China is about 1.019 billion tons, maintaining the same level as before. Under carbon neutral and energy consumption control under 14th- five-year plan, in 2024 China will continue its steel reform invest in solar power and EVs, under global protectionism, US pressure of sanction.

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

In the global market various countries have implemented anti-dumping and anti-subsidy defensive policies. Thus, the prevalent protective international trade has impacted Taiwan.
Under sanction of 232 and 25% tariff, the cost increase for the US clients, incurring EU to implement steel protection quota in February 2019 and reducing the demand of steel.
The CBAM implemented by EU with transition 2023-2025, will start imposing carbon tariff. Yieh Phui has to accelerate its work on reducing energy consumption and carbon footprint to comply with EU regulation and avoid the taxation.
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.
The world economy may experience soft landing with no more rate hikes by the Fed, the pandemic gone and inflation coming down. WorldSteel predicts the demand for steel will increase 1.9% in 2024 compared to 2023. Though the steel prospect may turn positive Yieh Phui will gear up for any likely volatility and challenges with timely and decent response

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Notice to Readers

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

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

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Notice to Readers

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

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

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2. The Auditing Committee Audits the Final Financial Statementsn of 2023

Report of the Auditing Committee Yieh Phui Enterprise Co., Ltd

The board of directors has prepared the 2023 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 2024 Stockholder’s Meeting of Yieh Phui Chairman of the Auditing Committee: Yang, Der-Yuan March 07, 2024

3. The Report on the execution of the share buyback.

Explan: Unit: NTD

Explan:			Unit: NTD
Share Buyback frequency	The 10th Buyback	The 11th Buyback	The 12th Buyback
Purpose for share buyback	To enhance the credit of the company and the rights of stockholders	To enhance the credit of the company and the rights of stockholders	To enhance the credit of the company and the rights of stockholders
Buyback period	2023/05/05~ 2023/07/04	2023/08/15~ 2023/10/14	2023/10/17~ 2023/12/16
Buyback price range	NT$13.80 ~ NT$15.30	NT$13.80 ~ NT$15.30	NT$13.80 ~ NT$15.30
Number and type of share buyback	Common shares 10,021,000shares	Common shares 16,673,000shares	Common shares 3,860,000shares
Buyback volume	NT$152,787,510	NT$252,848,261	NT$58,670,420
The purchased shares as a percentage of the planned buyback	50.10%	83.37%	19.30%
Number of shares have been written off or transfer	10,021,000 shares	16,673,000 shares	3,860,000 shares
Accumulated shareholding	0 share	0 share	0 share
Accumulated shareholding as a percentage of outstanding shares (%)	0.00%	0.00%	0.00%
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	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	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

4. The report on the cash dividend as bonus for stockholders of 2023

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$389,062,199 based on the stockholders list on the ex-date, or NT$0.2 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. Later on if the volume of outstanding stocks change due to buyback or transfer or write-down, the chairman is authorized to adjust the ratio of dividend and other related issues based on the actual outstanding amount of stocks.

5. The report on the Directors’ Remuneration of 2023

Explan: Regarding the director's remuneration of 2023, including the remuneration policy, individual remuneration details, and amounts, please refer to Appendix 1 of this agenda handbook.

III Mattters for Approval

Proposal 1 ： Proposed by the board of directors

Brief ： Approve the final financial statements for 2023 Explain ：

1.The 2023 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 Hsieh, Yen-Yao and Tsai, Shu-Man of Crowe Horwath (TW)CPAs.
The above financial statements and operating report has been audited by the Auditing Committee.
To be approved.

Resolution：

Proposal 2 ： Proposed by the board of directors

Brief ： Approve the distribution of retained earnings for 2023 Explain ：

Yieh Phui plans to distribute earnings of 2023 as the table below:

Yieh Phui Enterprise Co., Ltd

Yieh Phui Enterprise Co., Ltd
Earnings Distribution Table 2023 Item	Unit:NT$ Amount
Unallocated Earnings in the beginning of year Add: Remeasurement on defined benefit plans recognized in retained earnings Add: Changes in associates and joint ventures accounted for using equity method Less: Disposal of financial instruments designated at fair value through other comprehensive income Add: Net income (loss) for 2023 Add: Special surplus reserve reversal Distributable earnings Less : Shareholders’ dividends-cash Shareholders’ dividends-stock	2,857,058,296 71,078,262 1,604,917 (23,034,919) (1,081,586,775) 69,324,927
	1,894,444,707 (389,062,199) (389,062,200)
Unallocated earnings,end ofyear	1,116,320,308

Resolution:

IV Matters for Discussion

Proposal 1 ： Proposed by the Board of Directors

Brief ： 1. Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earnings as capital for 2023.

Explain ：

1.To implement according to the distribution of earnings of 2023.
2.The amount of stock dividend is NT$389,062,200 to be used to issue new stocks to increase the capital.
(i) The amount to increase the capital is NT$389,062,200 or 38,906,220, shares and the capital after the new issue is NT$19,842,172,140 or 1,984,217,214 shares
(ii) The increased capital with the stockholder’s bonuses will be used to pay back loans, future projects of factory expansion, purchase of machinery and equipment, or for the investment for other projects.
(iii) The issue of new stocks stated above will be done according to the list of stockholders with 20 shares per 1,000 shares. If later on the outstanding

shares are changed due to the company’s share buyback and the dividend yield is changed as a result, the board of directors asks for the stockholders’ meeting to deal with all related matters with all necessary means.

(vi) As for the distribution for fractional share , Within five days of the ex-dividend date, the stockholders may apply to the stock services of Yieh Phui to buy additional fraction of shares to making the holding into whole, or may use it as remittance fee if still below par. Such shares are to be authorized by the chairman for purchases at par value.
(v) Have the same rights and obligation as the original.
(vi) After being approve by the authority, the board of directors ask the stockholders’ meeting for permission to set the ex-dividend day.

Resolution：

Proposal 2 ： Proposed by the Board of Directors

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

Explain 1. Based on 3 June 2020 Public Announcement No.

Taiwan-Stock-Governance10900094681 and Company Act for Candidates Nomination Systemto modify the“Regulations Governing the Election of Directors”
The modified and comparison table of the“Regulations Governing the Election of Directors” before the changes are listed at attachment

2 and 3.

Resolution：

Proposal 3 ： Proposed by the Board of Directors

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

Explain ： 1. Based on 17 March 2023 Public Announcement No.

Taiwan-Stock-Governance112000416711 to modify the“Rules of Procedure for Shareholders Meetings”

The modified and comparison table of the“Rules of Procedure for Shareholders Meetings” before the changes are listed at attachment 4 and 5.

Resolution：

V Extempore Motions

VI Adjournment

VII Annex

Annex 1

Director’s Remuneration Distribution for 2023

Unit: NT$ thousands December 31, 2023

Title	Name	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Remuneration	Sum of Items A, B, C, and D and to NIAT Ratio (Note 10)	Sum of Items A, B, C, and D and to NIAT Ratio (Note 10)	Relevant Remuneration Received By Directors Who are Also Employees	Relevant Remuneration Received By Directors Who are Also Employees	Relevant Remuneration Received By Directors Who are Also Employees	Relevant Remuneration Received By Directors Who are Also Employees	Relevant Remuneration Received By Directors Who are Also Employees	Relevant Remuneration Received By Directors Who are Also Employees	Relevant Remuneration Received By Directors Who are Also Employees	Relevant Remuneration Received By Directors Who are Also Employees	Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (Note 10)	Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (Note 10)	Compensation from ventures other than subsidiaries or from the parent company (Note 11)
		Base Compensation (A) (Note 2)		Retirement pension (B)		Directors' Remuneration (C) (Note 3)		Business execution fee (D) (Note 4)				Salary, Bonuses, and Allowances (E) (Note 5)		Retirement Pension (F)		Employee Compensation (G) (Note 6)
		The Compan y	All Companies in the Consolidat ed Financial Statements (Note 7)	The Company	All Companies in the Consolidat ed Financial Statements (Note 7)	The Company	All Companies in the Consolidat ed Financial Statements (Note 7)	The Company	All Companies in the Consolidat ed Financial Statements (Note 7)	The Company	All Companies in the Consolidat ed Financial Statements	The Company	All Companies in the Consolidat ed Financial Statements (Note 7)	The Company	All Companies in the Consolidat ed Financial Statements (Note 7)	The Company		All Companies in the Consolidated Financial Statements (Note 7)		The Compan y	All Companies in the Consolidated Financial Statements
																Cash Amoun t	Stock Amoun t	Cash Amoun t	Stock Amoun t
Chairman	Kuo Chiao Investment & Development Co. Ltd Representative : I-Shou Lin	5,133	5,133	27	27	-	-	144	324	5,304 -0.49%	5,484 -0.51%	-	1,199	-	-	-	-	-	-	5,304 -0.49%	6,683 -0.61%	5,828
Vice Chairman	Kuo Chiao Investment & Development Co. Ltd Representative : Lin-Maw Wu	1,782	5,900	10	10	-	-	144	475	1,936 -0.18%	6,385 -0.59%	-	-	-	-	-	-	-	-	1,936 -0.18%	6,385 -0.59%	20
Director	Chia Yuan Investment & Development Co., Ltd. Representative : Pyng-Yeong Liang	-	-	-	-	-	-	144	144	144 -0.01%	144 -0.01%	4,180	4,546	129	129	-	-	-	-	4,454 -0.41%	4,819 -0.45%	2,034

Director	Chia Yuan Investment & Development Co., Ltd. Representative : Ching-Tsung Huang	77	152	-	-	-	-	144	356	221 -0.02%	508 -0.05%	3,191	3,236	124	124	-	-	-	-	3,536 -0.33%	3,868 -0.36%	779
ndependen t Director	Te-Yuan Yang	868	1,144	-	-	-	-	-	144	868 -0.08%	1,288 -0.12%	-	-	-	-	-	-	-	-	868 -0.08%	1,288 -0.12%	-
ndependen Director	Wen-I Chang	995	1,393	-	-	-	-	-	144	995 -0.09%	1,537 -0.14%	-	-	-	-	-	-	-	-	995 -0.09%	1,537 -0.14%	-
ndependen Director	Chung-Wei Lee	971	995	-	-	-	-	-	-	971 -0.09%	995 -0.09%	-	-	-	-	-	-	-	-	971 -0.09%	995 -0.09%	-
1. Please describe the policy, system, standards and structure in place for paying remuneration to directors and describe the relationship of factors such as the duties and risks undertaken and time invested by the directors amount of remuneration paid. I.The corporate charter clearly designates that no more than 0.1% is to be used for the remuneration of the directors. Also, the transportation reimbursement for directors, remuneration of independent directors and the sal chairman and vice chairman are to be set based on the level of the same industry and listed companies. The chairman and vice chairman may get other payments according to related remuneration of the company. II.The payment to directors and independent directors is to be done based on the rules of the remuneration committee as follows 1. Regular directors will be paid the transportation reimbursement and the annual remuneration. Those also worked as managers the payment is done by the corporate remuneration regulation, considering personal perform corporate efficiency, reasonable connection of future risk, in addition to the level of the same industry coupled with annual director remuneration. 2.The independent directors working as the members of the auditing committee and the remuneration committee have to be responsible for the discussion and decision of the duty, considering the payment of the same in and get fixed payment and annual bonus without the annual remuneration for directors. 2. In addition to what is disclosed in the above table, please specify the amount of remuneration received by directors in the most recent fiscal year for providing services (e.g., for serving as a non-employee consultant to the company/anyconsolidated entities /invested enterprises):None

Please describe the policy, system, standards and structure in place for paying remuneration to directors and describe the relationship of factors such as the duties and risks undertaken and time invested by the directors amount of remuneration paid.
I.The corporate charter clearly designates that no more than 0.1% is to be used for the remuneration of the directors. Also, the transportation reimbursement for directors, remuneration of independent directors and the sal chairman and vice chairman are to be set based on the level of the same industry and listed companies. The chairman and vice chairman may get other payments according to related remuneration of the company.
II.The payment to directors and independent directors is to be done based on the rules of the remuneration committee as follows
Regular directors will be paid the transportation reimbursement and the annual remuneration. Those also worked as managers the payment is done by the corporate remuneration regulation, considering personal perform corporate

efficiency, reasonable connection of future risk, in addition to the level of the same industry coupled with annual director remuneration.

2.The independent directors working as the members of the auditing committee and the remuneration committee have to be responsible for the discussion and decision of the duty, considering the payment of the same in

and get fixed payment and annual bonus without the annual remuneration for directors.

In addition to what is disclosed in the above table, please specify the amount of remuneration received by directors in the most recent fiscal year for providing services (e.g., for serving as a non-employee consultant to the p company /any consolidated entities /invested enterprises):None

Annex 2

YIEH PHUI ENTERPRISE CO., LTD

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

Before and After Revision

AFTER THE REVISION BEFORE THE REVISION Article 5: Article 5: The representatives of the Delete this article government agency or legal person that is a shareholder can be elected as the director . If there is more than one representative delegated, each representative can be elected separately but may not be elected at the same time as the director. Article 5: Article 6: The board of directors shall prepare The board of directors shall prepare separate ballots for directors in separate ballots for directors in numbers corresponding to the directors numbers corresponding to the directors to be elected. The number of voting to be elected. The number of voting rights associated with each ballot shall rights associated with each ballot shall be specified on the ballots, which shall be specified on the ballots, which shall then be distributed to the attending then be distributed to the attending shareholders at the shareholders shareholders at the shareholders meeting. Attendance card numbers meeting. Attendance card numbers printed on the ballots may be used printed on the ballots may be used instead of recording the names of instead of recording the names of voting shareholders. Ballots will not be voting shareholders. Ballots will not be printed for those votes casted printed for those votes casted electronically. electronically. Article 6: Article 7: Before the election begins, the chair Before the election begins, the chair shall appoint a number of persons with shall appoint a number of persons with shareholder status to perform the shareholder status to perform the respective duties of vote monitoring and respective duties of vote monitoring and counting personnel.. counting personnel. Article 7: Article 8: The ballot boxes shall be prepared by The ballot boxes shall be prepared by the board of directors and publicly the board of directors and publicly checked by the vote monitoring checked by the vote monitoring personnel before voting commences. personnel before voting commences. Article 9: Article 9: Electors must indicate the name and Delete this article account number or I.D. Card Number of the candidates on each ballot. If the candidate is a government agency or legal person, the name of the government agency or legal person and

their representatives must be filled in the “candidate” column of each ballot. Article 10:

Article 8: The director’s ballots casted for the election of directors and independent directors should be counted and elected separately. Article 9: 9: :

The director’s ballots casted for the The director’s ballots casted for the election of directors and independent election of directors and independent directors should be counted and elected directors should be counted and elected separately. separately. Article 9: 9: : Article 11: A ballot is invalid under any of the A ballot is invalid under any of the following circumstances: following circumstances:

1.The ballot was not prepared by a 1.The ballot was not prepared by a person with the right to convene. person with the right to convene.
1. A blank ballot is placed in the ballot 2. A blank ballot is placed in the ballot box. box.
3.The writing is unclear and indecipherable or has been altered.
4.The candidate whose name is entered in the ballot does not conform to the director candidate list.
5.Other words or marks are entered in addition to the number of voting rights allotted.
Article 10:

3.The writing is unclear and indecipherable or has been altered. 4.The candidate whose name is entered in the ballot does not conform to the director candidate list. 5.Other words or marks are entered in addition to the number of voting rights allotted. Article 12:

The voting rights shall be calculated on The voting rights shall be calculated on site immediately after the end of the site immediately after the end of the poll, and the results of the calculation, poll, and the results of the calculation, including the list of persons elected as including the list of persons elected as directors and the numbers of votes with directors and the numbers of votes with which they were elected, shall be which they were elected, shall be announced by the chair on the site, the announced by the chair on the site, the board of directors of this Corporation board of directors of this Corporation shall issue notifications to the persons shall issue notifications to the persons elected as directors. elected as directors. Article 11: Article 13: The elected directors who do not The elected directors who do not comply with Article 26.3 Paragraph 3 comply with Article 26.3 Paragraph 3 Clause 4 of the Securities and Clause 4 of the Securities and Exchange Act will be disqualified. Exchange Act will be disqualified. Article 12: Article 14: If there are any issues that are not If there are any issues that are not covered by these Regulations, they covered by these Regulations, they shall be handled in accordance with the shall be handled in accordance with the Company Act, the company's Articles of Company Act, the company's Articles of Incorporation and other relevant laws Incorporation and other relevant laws and regulations. and regulations. Article 13: Article 15: The Rules, Regulations Governing the The Rules, Regulations Governing the Election of Directors, are implemented Election of Directors, are implemented after they are resolved in the after they are resolved in the shareholders meeting and so is the shareholders meeting and so is the amendment. amendment.

Annex 3

YIEH PHUI ENTERPRISE CO., LTD. Regulations Governing the Election of Directors

Amended on 6.20.2024

Article 1: Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Regulations.
Article 2: The election of the Corporation’s directors shall be conducted in accordance with the procedures of the candidate nomination system prescribed in Article 192 of the Company Law.
Article 3: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
Article 4: For the number of the Company’s directors and supervisors to be elected according to the Company’s Articles of Incorporation, the candidates are elected as independent directors, directors, or supervisors in that order depending on the votes received from the electronic voting platform and vote statistics. If two or more candidates received the same votes that made the number of elected exceeding the quota, it will be resolved by a draw. Also, the Chairman is to take a draw on behalf of those who did not appear to take a draw.

		depending on the votes received from the electronic voting platform and vote statistics. If two or more candidates received the same votes that made the number of elected exceeding the quota, it will be resolved by a draw. Also, the Chairman is to take a draw on behalf of those who did not appear to take a draw.
		The candidate who has been elected as a director and supervisor at the same
		time in the preceding paragraph should decide to act as a director or
		supervisor, or, the candidate who has been elected as a director or
		supervisors and then is disqualified due to inconsistent personal data or the
		governing laws and regulations will be replaced by the candidate who had
		received the highest votes in the original election that is to be announced in
		the shareholders meeting.
Article	5:	The board of directors shall prepare separate ballots for directors in numbers
		corresponding to the directors to be elected. The number of voting rights
		associated with each ballot shall be specified on the ballots, which shall then
		be distributed to the attending shareholders at the shareholders meeting.
		Attendance card numbers printed on the ballots may be used instead of
		recording the names of voting shareholders. Ballots will not be printed for
		those votes casted electronically.

Article 6: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 7: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 8: The director’s ballots casted for the election of directors and independent directors should be counted and elected separately.
Article 9: A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by a person with the right to convene. 2. A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to the number of voting
- rights allotted.
Article 10: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site, the board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 11: The elected directors who do not comply with Article 26.3 Paragraph 3 Clause 4 of the Securities and Exchange Act will be disqualified.
Article 12: If there are any issues that are not covered by these Regulations, they shall be handled in accordance with the Company Act, the company's Articles of Incorporation and other relevant laws and regulations.
Article 13: The Regulations Governing the Election of Directors and Supervisors is implemented after it is resolved in the shareholders meeting; so is the amendment.

Annex 4

YIEH PHUI ENTERPRISE CO., LTD

Comparison Table for the “Rules of Procedure for Shareholders Meetings” Before and After Revision

AFTER THE REVISION	BEFORE THE REVISION
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. Except for other regulations by Regulations Governing the Administration of Shareholder Services of Public Companies, the stockholders’ meeting done via video must be specified by the corporate charter and such meetings must be approved by the board of directors with 2/3 majority and half of them present. the following is omitted	Article 2 (Convening shareholder meeting and meeting notice) The Company’s shareholders meeting shall be convened by the Board of Directors, unless otherwise provided by law and regulation. the following is omitted
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: Omit items 1-2 3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except for the regulation of Article 44-9 item 6, the company has to offer necessary equipment and assistance to stockholders, specifying the time for application and other related rules.	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: Omit items 1-2 3. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Article 12: Omit items 1-3 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	Article 12: Omit items 1-3 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

voting right in writing or in an electronic of exercising voting right in writing or mean revoked the same way it was in an electronic mean revoked the expressed two days prior to the same way it was expressed two days shareholders meeting. For any delay in prior to the shareholders meeting. revoking the intension expressed, the For any delay in revoking the voting right exercised in writing or in an intension expressed, the voting right electronic mean shall prevail. If the voting exercised in writing or in an rights are exercised in writing or by electronic mean shall prevail. If the electronic means; also, proxy is issued for voting rights are exercised in writing the representative to attend the or by electronic means; also, proxy is shareholders meeting, the voting rights issued for the representative to exercised by proxy shall prevail. attend the shareholders meeting, the The motion voted in the shareholders voting rights exercised by proxy shall meeting is deemed as passed with the prevail. consent of a majority of the attending The motion voted in the shareholders shareholders, unless otherwise provided meeting is deemed as passed with by the Company Law and the Company’s the consent of a majority of the Articles of Incorporation. In terms of attending shareholders, unless voting, the Chairman or the designee shall otherwise provided by the Company announce the total number of voting rights Law and the Company’s Articles of of the attending shareholders for each Incorporation. In terms of voting, the motion proposed. If all motions are voted Chairman or the designee shall - - by shareholders on a case by case basis, announce the total number of voting the results of shareholder approval, rights of the attending shareholders objection, and waiver should be posted on for each motion proposed. the Market Observation Post System The motion voted in the shareholders (MOPS) in the shareholders meeting date. meeting is deemed as passed with The amendment or substitute of the same the attending shareholders consulted motion, if any, is to be merged into the by the Chairman and no objection original motion by the Chairman for raised, which is with the same determining the voting priority. However, if effectiveness as a vote. For any one of the motions is passed, the other objection raised, the respective motions shall be deemed as vetoed motion should be resolved by a vote without the need of further voting. as stated in the preceding The scrutineers and counting personnel ~~paragraph~~ . If all motions are voted by that are needed for voting on a motion are shareholders on a case-by-case to be designated by the Chairman; basis, the results of shareholder however, the said scrutineers must be approval, objection, and waiver appointed among the shareholders. should be posted on the Market The votes casted in the shareholders Observation Post System (MOPS) in meeting or the vote count of an election the shareholders meeting date. should be held at the venue open to the The amendment or substitute of the attendees. In addition, the vote count same motion, if any, is to be merged result should be announced at the scene, into the original motion by the including the number of voting rights and Chairman for determining the voting with the records kept. priority. However, if one of the When this Corporation convenes a virtual motions is passed, the other motions shareholders meeting, after the chair shall be deemed as vetoed without declares the meeting open, shareholders the need of further voting. attending the meeting online shall cast The scrutineers and counting votes on proposals and elections on the personnel that are needed for voting virtual meeting platform before the chair on a motion are to be designated by announces the voting session ends or will the Chairman; however, the said

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.

be deemed abstained from voting. scrutineers must be appointed In the event of a virtual shareholders among the shareholders. meeting, votes shall be counted at once The votes casted in the shareholders after the chair announces the voting meeting or the vote count of an session ends, and results of votes and election should be held at the venue elections shall be announced immediately. open to the attendees. In addition, When this Corporation convenes a hybrid the vote count result should be shareholders meeting, if shareholders who announced at the scene, including have registered to attend the meeting the number of voting rights and with online in accordance with Article 5 decide the records kept. to attend the physical shareholders When this Corporation convenes a meeting in person, they shall revoke their virtual shareholders meeting, after registration two days before the the chair declares the meeting open, shareholders meeting in the same manner shareholders attending the meeting as they registered. If their registration is online shall cast votes on proposals not revoked within the time limit, they may and elections on the virtual meeting only attend the shareholders meeting platform before the chair announces online. the voting session ends or will be When shareholders exercise voting rights deemed abstained from voting. by correspondence or electronic means, In the event of a virtual shareholders unless they have withdrawn the meeting, votes shall be counted at declaration of intent and attended the once after the chair announces the shareholders meeting online, except for voting session ends, and results of extraordinary motions, they will not votes and elections shall be exercise voting rights on the original announced immediately. proposals or make any amendments to When this Corporation convenes a the original proposals or exercise voting hybrid shareholders meeting, if rights on amendments to the original shareholders who have registered to proposal. attend the meeting online in accordance with Article 5 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal. Article 14 Article 14 The resolutions reached in the The resolutions reached in the shareholders meeting must be shareholders meeting must be

documented in the minutes of meeting, documented in the minutes of which must be signed or sealed by the meeting, which must be signed or Chairman and then distributed to all sealed by the Chairman and then shareholders within 20 days after the distributed to all shareholders within meeting. The production and distribution 20 days after the meeting. The of the minutes of meeting can be handled production and distribution of the electronically. minutes of meeting can be handled The Company may have the minutes of electronically. meeting in the preceding paragraph The Company may have the minutes distributed by posting it on the Marketing of meeting in the preceding Observation Post System (MOPS). paragraph distributed by posting it on The minutes of meeting should be the Marketing Observation Post prepared in accordance with the year, System (MOPS). month, date, place, the Chairman’s name, The minutes of meeting should be resolution methods, The snapshot of the prepared in accordance with the agenda and the votes casted, including year, month, date, place, the the number of shares, must be recorded. If Chairman’s name, resolution there is an election for diretors and methods, The snapshot of the supervisors, the shares must be recorded agenda and the votes casted, for each candidate .and the gist and result including the number of shares, must of the proceeding throughout the duration be recorded. If there is an election of the Company and should be kept for for diretors and supervisors, the records permanently. shares must be recorded for each Where a virtual shareholders meeting is candidate .and the gist and result of convened, in addition to the particulars to the proceeding throughout the be included in the meeting minutes as duration of the Company and should described in the preceding paragraph, the be kept for records permanently. start time and end time of the The resolution methods in the shareholders meeting, how the meeting is preceding paragraph are for the convened, the chair's and secretary's Chairman to consult the opinions of name, and actions to be taken in the event shareholders; also, for the motions of disruption to the virtual meeting platform without any objection from the or participation in the meeting online due shareholders, it should be to natural disasters, accidents or other documented as “with the attending force majeure events, and how issues are shareholders consulted by the dealt with shall also be included in the Chairman and no objection raised.” minutes. However, for the motion with any When convening a virtual-only objection from the shareholders, the shareholder meeting, other than voting methods, the passing voting compliance with the requirements in the rights, and voting right ratio should preceding paragraph, this Corporation be detailed and documented. shall specify in the meeting minutes Where a virtual shareholders alternative measures available to meeting is convened, in addition to shareholders with difficulties in attending a the particulars to be included in the virtual-only shareholders meeting online 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

Annex 5

YIEH PHUI ENTERPRISE CO., LTD.

Rules of Procedure for Shareholders Meetings

Amended on 06.20.2024

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. Except for other regulations by Regulations Governing the Administration of Shareholder Services of Public Companies, the stockholders’ meeting done via video must be specified by the corporate charter and such meetings must be approved by the board of directors with 2/3 majority and half of them present. Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. The Company shall have the cause of action and descriptive information for each motion, including the shareholders meeting notice, proxy, case for acknowledgement and discussion, election or dismissal of directors made into an electronic file and posted on the Market Observation Post System (MOPS) thirty days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. It shall also have the shareholders meeting agenda handbook and supplemental information made into an electronic file and posted on the MOPS twenty-one days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting.The shareholders meeting agenda handbook and supplemental information should be made available fifteen days prior to the shareholders meeting and available to shareholders at any time upon request and on display at the Company and the Shareholder Service Office. In addition, it should be distributed to the shareholders at the meeting.

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

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

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

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

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

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

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

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

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

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

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

The shareholders meeting reporting time referred to in the preceding paragraph shall be 30 minutes prior to the meeting started. There should be clear signs at the reporting place with adequate staff assigned to handle the process. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

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

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

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

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

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

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

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

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. Except for the regulation of Article 44-9 item 6, the company has to offer necessary equipment and assistance to stockholders, specifying the time for application and other related rules.
Article 6 (Shareholders meeting presiding chairman and attending staff)
The Chairman of the Board of Directors shall chair the
shareholders meeting when the Board of Directors convenes it. If the Chairman is on leave or unable to exercise powers; the meeting is to be chaired by the Vice Chairman. If there is no Vice Chairman appointed, the Vice Chairman is also on leave, or unable to exercise powers, the Chairman is to have one general director designated to exercise powers. If there is not any general director appointed, one director shall be designated to chair the meeting. If the Chairman does not have a representative designated to exercise power, the representative is to be elected among the general directors or directors.
The power of the Chairman referred to in the preceding paragraph
exercised by the general directors or directors that must be someone who has served for more than six months and understands the Company’s financial condition and business operation. The same applies for the Chairman who is the representative of the director that is a legal person.

The shareholders meeting convened by the Board of Directors

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

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

The Company may appoint the contracted attorney, CPA, or the
related personnel to attend the shareholders meeting.
Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly. The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 8 The attendance at the shareholders meeting shall be based on the ownership of stock shares. The attending shares are based on the signatures on the attendance registry or the attendance registry card submitted, the shares checked in on the virtual meeting platform and the number of shares used to exercise voting rights in writing or electronically.
The Chairman shall call the meeting to order at the meeting time, and at the same time announces related information on non-voting shares and the number of shares present.

However, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders

representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also, the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 5.

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

Article 9 (Motion discussion)

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

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

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

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

Article 10 (Shareholders’ statement)

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

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

If all motions are voted by shareholders on a case-by-case basis, the results of shareholder approval, objection, and waiver should be posted on the Market Observation Post System (MOPS) in the shareholders meeting date.

The amendment or substitute of the same motion, if any, is to be merged into the original motion by the Chairman for determining the voting priority. However, if one of the motions is passed, the other motions shall be deemed as vetoed without the need of further voting.

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

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.
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)

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 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 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.

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

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)

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.

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

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

Dividend declaration or Statements of deficit compensated Article 30.1: An appropriate amount equivalent to 0.2% of the annual earnings (the so-called earnings refer to the net income before tax and refer to the profit before deducting remuneration to employees, directors, if any, as remuneration to employees and 0.1% or less as remuneration to directors. However, an amount equivalent to the accumulated losses, if any, should be reserved in advance to make up such losses.
Article 31: The Company’s final accounts of each year are distributed as follows: 1. Dividend policy

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

Distribution conditions and timing:

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

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

3.Types of dividends:

Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain

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

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

Chapter 7 Bylaw

Article 32: The Company may conduct external guarantee business.
Article 33: The Company’s organizational procedures and work rules are to be regulated separately by the Board of Directors.
Article 34: The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and other laws and regulations.
Article 35: The Articles of Incorporation after the resolution reached in the shareholders meeting is to be submitted to the competent authorities for approval before implementation; so is the amendment.
Article 36: The Forty-five amendment was made on June 21, 2023

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.

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 Company is to have the accepting shareholder’s proposal, the acceptance place, and acceptance time announced prior to the stock cut-off date before convening the shareholders meeting. In addition, the acceptance period shall not be less than ten days. The motion proposed by shareholders is limited to 300 words and the remaining text of the motions will not be included for discussion. The motion-proposing shareholders shall attend the general

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

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

adequate staff assigned to handle the process. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

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.

Article 5-1(Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot

be removed, and the date to which the meeting is postponed or on which the meeting will resume.

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

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

meeting.

The Company may appoint the contracted attorney, CPA, or the
related personnel to attend the shareholders meeting.
Article 7 (Shareholders meeting audio or video recording as evidence) The Company shall have the process of accepting shareholders’ reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly. The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 8 The attendance at the shareholders meeting shall be based on the ownership of stock shares. The attending shares are based on the signatures on the attendance registry or the attendance registry card submitted, the shares checked in on the virtual meeting platform and the number of shares used to exercise voting rights in writing or electronically.
The Chairman shall call the meeting to order at the meeting time, and at the same time announces related information on non-voting shares and the number of shares present.
However, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting

reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock 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.

Article 9 (Motion discussion)

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

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.

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

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

Article 11 Calculation of the voting shares and recusal system)

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

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

Except for the trust agencies or the stock service agencies authorized by the securities competent authorities, the voting rights by proxy of the representative designated by two or more

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

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

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

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

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

Article 13 (Election matters)

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)

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

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

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

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

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

Article 18 (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

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

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.

Appendix 3

Yieh Phui Enterprise Co., Ltd

The Table of the Stock Holding of the Directors

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

Title	The shares required	The shares registere
Directors	46,687,464	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%.

Statement of the stock holding for directors

As of April 22, 2024 (book closure date for 2024 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	3.34%	2022/6/23~ 2025/6/22
Director	Kuo Chiao Investment & Development Co., Ltd. Representative：Wu Lin- Maw	64,964,178	3.34%	2022/6/23~ 2025/6/22
Director	Chia Yuan Investment & Development Co., Ltd. Representative：Liang, Pyng - Yeong	21,588,304	1.11%	2022/6/23~ 2025/6/22
Director	Chia Yuan Investment & Development Co., Ltd. Representative：Huang, Ching-Tsung	21,588,304	1.11%	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(Excluding independent directors)		86,552,482

AI assistant

YP — AGM Information 2024

51950_rns_2024-06-26_9f55fcfe-8c1f-4c5a-87d1-9dec6b044ef8.pdf

Code: 2023

2024 Shareholders’ Meeting

Program

The Procedures and the Agenda

Yieh-Phui Enterprise Co., Ltd.

Procedures for 2024 Stockholders’ Meeting

Time: 9:30 AM, June 20, 2024

Yieh Phui Enterprise Co., Ltd

Program for 2024 Stockholders’ Meeting

I. Chairperson Remarks ：

II. Company Report ：

III. Matters for Approval ：

IV. Matters for Discussion ：

V. Extempore Motions

VI. Adjournment

Contents

II Company Report

1. The report of the operation of 2023

1.The Performance of Business Plan ：

Consolidated Financial Report Information

Financial Information of Company

Research and Development

1. Major development of products and achievement:

2. R&D of Production Proces

Corporate Strategies for Future Development

Impact from competition, legal environment, and overall economy

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

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

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2. The Auditing Committee Audits the Final Financial Statementsn of 2023

3. The Report on the execution of the share buyback.

4. The report on the cash dividend as bonus for stockholders of 2023

5. The report on the Directors’ Remuneration of 2023

III Mattters for Approval

Proposal 1 ： Proposed by the board of directors

Brief ： Approve the final financial statements for 2023 Explain ：

Proposal 2 ： Proposed by the board of directors

Brief ： Approve the distribution of retained earnings for 2023 Explain ：

Yieh Phui Enterprise Co., Ltd

IV Matters for Discussion

Proposal 1 ： Proposed by the Board of Directors

YP AGM Information 2024

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