YP - AGM Information 2024 | FinancialReports.eu

YIEH PHUI ENTERPRISE CO., LTD.

2024 Shareholders’ Meeting

Time: 9:30 AM, June 20 2024

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

Attendants ： The shares present with shareholders showing in person and proxy are 1,394,082,829 shares (including 124,389,328 shares represented by electronic voting) equivalent to 71.66% of the total shares issued 1,945,310,994 shares( those without voting rights are zero),. The quorum for holding the meeting has been met.

Director attendance ：

Director Mr. Wu, Lin-Maw Independent Director / Audit Committee/ Remuneration Committee Mr. Yang Der-Yuan Independent Director / Audit Committee/ Remuneration Committee Mr .Chang, Wen-Yi Independent Director / Audit Committee/ Remuneration Committee Mr. Lee, Chung-Wei attend ：

General Manager Mr. Chang, Cheng-Wu Assistant Vice President - Global Marketing & Sales Ming-Chi Tien Accounting Officer, Mr. Tien, Wen Chung Attorney Mr. Lin, Ching-Yun CPA Mr. Hsieh Yen-Yao

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

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

have reach the quorum.

II. Chairperson Remark ： The chairman could not be present and had asked the director to preside the stockholders’ meeting instead (the following is omitted).

III. Company Report

The report of the operation of 2023. (refer to p.4 of the program)
The Auditing Committee audits the final financial statement of 2023
(Please refer to p.33 of the Program )
The report on the execution of the share buyback. (Please refer to p.34 of the Program)
The report on the cash dividend as bonus of stockholders of 2023.
(Please refer to p. 35 of the Program)
The report on Directors’ Remuneration of 2023. (Please refer to p. 35 of the Program)

IV. Matters 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 p.4~32 of the program.
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: approve.

(The total voting rights represented at the shareholders' meeting are 1,394,082,829 shares. The number of shares in favor is 1,372,860,461, accounting for 98.47% of the total voting rights. The number of shares against is 802,433, and there are no invalid votes. The number of abstentions/untouched votes is 20,419,935 shares.)

There were no shareholder questions or remarks in this case

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 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: approve.

The total voting rights represented at the shareholders' meeting are 1,394,082,829 shares. The number of shares in favor is1,373,929,152, accounting for 98.55% of the total voting rights. The number of shares

against is 873,453, and there are no invalid votes. The number of abstentions/untouched votes is 19,280,224 shares.

There were no shareholder questions or remarks in this case

V. Matters for Discussion

Proposal 1 ： Proposed by the Board of Directors

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

for stockholders and the transfer of earnings as capital for 2023..

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 ： approve.

The total voting rights represented at the shareholders' meeting are 1,394,082,829 shares. The number of shares in favor is1,373,168,357, accounting for 98.49% of the total voting rights. The number of shares against is 983,957, and there are no invalid votes. The number of abstentions/untouched votes is 19,930,515 shares.

There were no shareholder questions or remarks in this case.

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 Please refer to p.40~41 & p42~43 of the program

Resolution ： approve.

The total voting rights represented at the shareholders' meeting are 1,394,082,829 shares. The number of shares in favor is1,373,279,754, accounting for 98.50% of the total voting rights. The number of

shares against is 847,466, and there are no invalid votes. The number of abstentions/untouched votes is 19,955,609 shares.

There were no shareholder questions or remarks in this case.

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 Please refer to p.44~48 & p49~62 of the program

Resolution ： approve.

The total voting rights represented at the shareholders' meeting are 1,394,082,829 shares. The number of shares in favor is1,373,270,437, accounting for 98.50% of the total voting rights. The number of shares against is 822,229, and there are no invalid votes. The number of abstentions/untouched votes is 19,990,163 shares.

There were no shareholder questions or remarks in this case.

VI. Extempore Motions : None

VII . Adjournment 2024/06/20 A.M.10:18 .

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

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: Delete this article	Article 5: The representatives of the government agency or legal person that is a shareholder can be elected as the director . If there is more than one representative delegated, each representative can be elected separately but may not be elected at the same time as the director.
Article5: 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: 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.
Article6: 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: 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.
Article7: 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 ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 9: Delete this article	Article 9: Electors must indicate the name and account number or I.D. Card Number of the candidates on each ballot. If the candidate is a government agency or legal person, the name of the government agency or legal person and

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

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. 2. 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 12:

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:

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site, the board of directors of this Corporation shall issue notifications to the persons elected as directors. Article 13: The elected directors who do not comply with Article 26.3 Paragraph 3 Clause 4 of the Securities and Exchange Act will be disqualified. Article 14:

Article 11:

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 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.

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

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YP — AGM Information 2024

51950_rns_2024-06-26_27841523-1d1d-4182-90f3-1b66cff749b2.pdf

YIEH PHUI ENTERPRISE CO., LTD.

2024 Shareholders’ Meeting

Director attendance ：

III. Company Report

IV. Matters for Approval

Brief ： Approve the final financial statements for 2023

Proposal 2 ： Proposed by the board of directors

Brief ： Approve the distribution of retained earnings for 2023

V. Matters for Discussion

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

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

VI. Extempore Motions : None

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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Notice to Readers

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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

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

VII Annex

Annex 1

Director’s Remuneration Distribution for 2023

Annex 2

YIEH PHUI ENTERPRISE CO., LTD

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

Before and After Revision

YIEH PHUI ENTERPRISE CO., LTD

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

More from YP

YP AGM Information 2024

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