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YP — AGM Information 2025
Jun 25, 2025
51950_rns_2025-06-25_d01e84b2-5c58-4ef0-afb2-6f1e0862c94a.pdf
AGM Information
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Code: 2023
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2025 Shareholders’ Meeting
Program
Web site:http://mops.twse.com.tw Type of Meeting:Physical Meeting Time:June 18, 2025
Location:Zihe Community Center, No. 38, Dazhai St., Zihe Vil., Ziguan Dist., Kaohsiung City
I. The Procedures and the Agenda
Yieh-Phui Enterprise Co., Ltd.
Procedures for 2025 Stockholders’ Meeting
Time: 9:30 AM, June 18, 2025
- Location: Zihe Community Center, No. 38, Dazhai St., Zihe Vil., Ziguan Dist., Kaohsiung City
1. Announcement of the Number of Shares Present
2. Call the Meeting to Order
3. Chairperson Remark
4. Company Report
5. Matters to Be Approved
6. Matters for Discussion
7. Election
8. Other Matters
9. Extempore Motions
10. Adjournment
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Yieh Phui Enterprise Co., Ltd
Program for 2025 Stockholders’ Meeting
I. Chairperson Remarks :
II. Company Report :
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The report of the operation of 2024.
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The Auditing Committee audits the final financial statement of 2024.
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The report on the execution of the share buyback.
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The report on Directors’ Remuneration of 2024.
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The report on announcement of change in the Company's accounting policy for Investment property.
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The report on the Adoption of “Ethical Management and Guidelines for Conduct” of Yieh Phui Corporation.
III. Matters for Approval :
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Approve the final financial statement for 2024.
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Approve the company's loss appropriation for 2024.
IV. Matters for Discussion :
- Proposal on Modifying“Corporate Charter”.
V. Election :
- Election of directors.
VI. Other Matters :
- Lifting of the Non-Compete clause for Director.
VII. Extempore Motions
VIII. Adjournment
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Contents
I. The Procedures and the Agenda .............................................................................................................. - 1 - II Company Report ....................................................................................................................................... - 4 - 1. The report of the operation of 2024 ........................................................................................................... - 4 - 2. The Auditing Committee Audits the Final Financial Statements of 2024 ................................................... - 32 - 3. The report on the execution of the share buyback. .................................................................................. - 33 - 4. The report on Directors’ Remuneration of 2024 ....................................................................................... - 34 - 5. The report on announcement of change in the Company's accounting policy for Investment property. ..... - 34 - 6. The report on the Adoption of “Ethical Management and Guidelines for Conduct” of Yieh Phui Corporation- 35 - III Mattters for Approval ............................................................................................................................. - 35 - 1. Approve the final financial statements for 2024........................................................................................ - 35 - 2. Approve the company's loss appropriation for 2024 ................................................................................. - 35 - IV Matters for Discussion .......................................................................................................................... - 36 - 1.Proposal on modifying “Corporate Charter ”. ............................................................................................ - 36 - V Election ................................................................................................................................................... - 36 - 1.Election of directors. ................................................................................................................................ - 36 - VI Other Matters ......................................................................................................................................... - 40 - 1.Lifting of the Non-Compete clause for Director. ........................................................................................ - 40 - VII Extempore Motions .............................................................................................................................. - 40 - VIII Adjournment ........................................................................................................................................ - 40 - IX Annex ..................................................................................................................................................... - 41 - Annex 1 Directors’ Remuneration of 2024 ................................................................................................... - 41 - Annex 2 Ethical Management and Guidelines for Conduct .......................................................................... - 43 - Annex 3 Corporate Charter (Table for Comparing Modified Items) ............................................................... - 50 - Annex 4 Corporate Charter (Modified) ........................................................................................................ - 51 - Annex 5 List of Release of the Non-Compete Prohibition on Directors ......................................................... - 58 - X Appendix ................................................................................................................................................. - 59 - Appendix 1 Corporate Charter .................................................................................................................... - 59 - Appendix 2 Regulations Governing the Election of Directors. ...................................................................... - 66 - Appendix 3 Rules of Procedure for Shareholders Meetings. ........................................................................ - 68 - Appendix 4 The Table of the Stock Holdings of the Directors ....................................................................... - 82 -
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II Company Report
1.The report of the operation of 2024
Comparing 2024 with 2023, Yieh Phui's sales volume decreased by 4.99%. However, the slight increase in the sales price during the period contributed to the revenue growth, with revenue increasing by NT$0.865 billion (3.51%). Yieh Phui (China)’s sales volume decreased 7.4% compared to the previous year and the decreased in revenue is NT$4.037 billion (-11.38%). The sales volume of Yieh Hsing increased 42.18% compared to the previous year and the increased in revenue is NT$1.885 billion (37.58%). Overall, the consolidated revenue is NT$73.982 billion, an increase of 0.94% compared to the previous year of NT$73.295 billion. The consolidated net income after tax is - NT$2.054 billion, a reduction of 1.079 billion of the previous year, of which -NT$1.596 billion is for the mother company, comparing with the previous year of net profit after tax NT$0.617 billion. a reduction of 0.979 billion.
(1).The Performance of Business Plan :
Consolidated Information of Financial Statements Unit NT$ in (000)
| Year Item |
2024 |
2023 (After restatement) |
Changes | Changes% |
|---|---|---|---|---|
| Operaiton Revenue | 73,981,747 | 73,295,376 |
686,371 |
0.94% |
| Operaiton Costs | 68,074,641 | 66,584,490 |
1,490,151 | 2.24% |
| Operaiton Gross Profit(Loss) | 5,907,106 | 6,710,886 |
-803,780 |
-11.98% |
| Operaiton Expenses | 5,566,674 | 5,116,586 |
450,088 |
8.80% |
| Operaiton Net Profit(Loss) | 340,432 | 1,594,300 |
-1,253,868 | -78.65% |
| Non-operation Revenue and Expenses |
-2,414,122 | -2,456,626 |
42,504 |
-1.73% |
| Net Profit(Loss)before Tax | -2,073,690 | -862,326 |
-1,211,364 | 140.48% |
| Income Tax Expenses | 19,527 | -112,555 |
132,082 |
-117.35% |
| Net Profit (Loss) after Tax | -2,054,163 | -974,881 |
-1,079,282 | 110.71% |
| Other Comprehensive Income (net) |
792,577 | 122,090 |
670,487 |
549.17% |
| Total Amount of Comprehensive Income in this Term |
-1,261,586 | -852,791 |
-408,795 |
47.94% |
| Net Profit that Belongs to the Owner of the Parent Company |
-1,596,120 |
-616,882 |
-979,238 |
158.74% |
| Net Profit that Belongs to the Non-controlling equity |
-458,043 |
-357,999 |
-100,044 |
27.95% |
| Total Amount of Comprehensive Income that Belongs to the Owner of the Parent Company |
-815,932 | -499,517 |
-316,415 |
63.34% |
| Total Amount of Comprehensive Income that Belongs to the Non-controllingequity |
-445,654 | -353,274 |
-92,380 |
26.15% |
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Financial Information of Company
| Year Item |
2024 |
2023(After restatement) |
Changes | Changes % |
|---|---|---|---|---|
| Operaiton Revenue | 25,525,473 | 24,660,661 |
864,812 |
3.51% |
| Operaiton Costs | 22,944,356 | 22,611,234 |
333,122 |
1.47% |
| Operaiton Gross Profit(Loss) |
2,581,117 | 2,049,427 |
531,690 |
25.94% |
| Operaiton Expenses | 1,824,002 | 1,513,991 |
310,011 |
20.48% |
| Operaiton Net Profit(Loss) |
757,115 | 535,436 |
221,679 |
41.40% |
| Non-operation Revenue and Expenses |
-2,475,337 | -1,140,993 |
-1,334,344 |
116.95% |
| Net Profit (Loss) before Tax |
-1,718,222 | -605,557 |
-1,112,665 |
183.74% |
| Income Tax Expenses | 122,102 | -11,325 |
133,427 |
-1,178.16% |
| Net Profit (Loss) after Tax |
-1,596,120 | -616,882 |
-979,238 |
158.74% |
(2).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 2025.
(3). Analysis of the Revenue/Expenditure and Profitability :
Consolidated Financial Report Information
| Item | 2024 | 2023(After restatement) |
|---|---|---|
| Net cash inflow of operation activities (thousand dollars) |
2,605,121 | 1,122,734 |
| Equity/Assets(%) | 38.81 | 40.23 |
| Liabilities/Assets(%) | 61.19 | 59.77 |
| Long-term Funds accounting for the ratio of real estates, plants and equipments(%) |
161.08 | 172.16 |
| Current ratio(%) | 93.70 | 109.87 |
| Quick ratio(%) | 54.30 | 60.23 |
| Return on assets(%) | -0.50 | 0.54 |
| Return on equity (%) | -5.09 | -2.31 |
| Netprofit margin(%) | -2.78 | -1.33 |
| Earningsper share(dollar) | -0.81 | -0.31 |
| Number of shares by the end of the year(share) |
1,974,217,214 | 1,949,170,994 |
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Financial Information of Company
| Financial Information of Company | ||
|---|---|---|
| Item | 2024 | 2023(After restatement) |
| Net cash inflow of operation activities (thousand dollars) |
1,565,437 | 368,330 |
| Equity/Assets(%) | 68.20 | 68.08 |
| Liabilities/Assets(%) | 31.80 | 31.92 |
| Long-term Funds accounting for the ratio of real estates, plants and equipments(%) |
727.74 | 746.21 |
| Current ratio(%) | 74.95 | 89.11 |
| Quick ratio(%) | 40.10 | 50.54 |
| Return on assets(%) | -2.20 | -0.46 |
| Return on equity (%) | -4.06 | -1.51 |
| Netprofit margin(%) | -6.25 | -2.50 |
| Earningsper share(dollar) | -0.81 | -0.31 |
| Number of shares by the end of the year (share) |
1,974,217,214 | 1,949,170,994 |
(4).Research and Deveplopment
Based on the motto “Services Create Value, Innovation Leading the World”, Yieh Phui strives to offer low-carbon green steel products and comprehensive services to satisfy the needs of “environment-friendly, sustainable, recycling” by using more recycled materials. In June 2024, Yieh Phui had acquired the certification of RC60 / RC85 / RC90 recycled materials. In addition, in May 2024 Yieh Phui became the only steel company in Taiwan to acquire Environmental Product Declarations (EPD). This will enhance the competitiveness in international green supply chain, showing the accomplishment of leading technology, increasing the opportunities for global cooperation, expanding the application of products and realizing the goals for the recycling, environment protection and innovation of the steel industry.
A. Major development of products and achievement:
- 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
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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.
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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.
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2024 The Zinc- Aluminum-Magnesium coated steel sheets with high magnesium content is highly anti-corrosion and self-repairing has been used in relevant field such as the frames for solar panels, extending the life span and reducing the burden of the environment. To improve the quality of the products further, Yieh Phui has finished the first stage of increasing the magnesium content of the steel to be used in more corrosive situations.
B. R&D of Production Process:
Yieh Phui has been consistently proactively and rapidly engaging in R&D, sustainable management and environmentally friendly in integrating the supply chain upstream electric arc furnace and hot-rolling mills to develop highly-recycled steel, surface-finishing/painting products. Also on outdoor environmental-friendly electroplating and coating products, Yieh Phui has successfully developed multi-application and function products, forming green supply chains with dealers and steel mills. As a result, new products will satisfy the expectation of the market. On the coating steel rolls for outdoor construction, we use new formula of coating to conform to the RoHS regulation of EU, suitable for various corrosive environment and easy for further processing.
In 2024, the order for RoHS coating steel is over 25,000 tons, an increase of 177% over 2023. With the certification of recycled materials containing RC60 / RC85 / RC90, Yieh Phui is leading the world coating steel mills in such fields and has been well received by major 3C companies.
In the future, the focus is to expand the applications of low carbon products, enhance the anti-corrosion of Hot dip 5%Al-Mg-Zn Coated Steel Coil, mass produce environmental-friendly construction materials, frames for solar panels, and VOC surface-finishing/painting coating steel. The total investment is about NT$113 million.
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(5).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:
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A. 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.
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B. 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.
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C. 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.
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D. 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.
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E. Confronted with global low carbon competition, Yieh Phui continues to improve equipment, develop energy saving processes, utilize more renewable energies and application of recycling sources of low-carbon steel coils, to increase low carbon production ratio and making effort toward sustaining ESG.
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(6).Impact from competition, legal environment, and overall economy
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In October 2024, IMF predicted the global growth to be 3.3% for 2024 and 3.2% for 2025. As for inflation, it will be 5.8% in 2025 dropping to 4.3% in 2025. Inflation will continue to fall and the interest rate cut will remain constant. On the climate change issue, the Environment Ministry has announced a new guideline of carbon reduction of NDC for 2030, increasing the cut to 28%±2%. Countries around the world has set the target for 2050.151 countries has set the target. 2026 EU will implement CBAM
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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.
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A. The impact of external environment to domestic market:
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a. 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.
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b. 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.
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c. 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.
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d.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.
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e.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.
B. The impact of external environment to the market of China :
The steel production of China was projected to be 1.009 billion tons, much lower than before with the Chinese government’s strict control. Under the control of carbon-neutral and energy consumption, the policies will be implemented with the fourteenth five-year plan. With the environment requirement getting more rigorous, the global protectionism more feverish, and the US-China trade war raging, in 2025 China will continue to reform its steel industry and invest in photo-electric and energy storing industries to expand the domestic demand.
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C. The impact of external environment to the export market :
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a. In the global market various countries have implemented anti-dumping and anti-subsidy defensive policies. Thus, the prevalent protective international trade has impacted Taiwan.
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b. 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.
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c. 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.
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d. 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.
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e. As inflation continues to decline, the Fed may cut interest rate further and soft landing of the economy is expected. WorldSteel predicts that the demand for steel will increase by 1.2% in 2025 compared to 2024. Thus, the steel industry will be on solid ground. Even though there may be fluctuation and challenges, Yieh Phui will deal with the situation properly and in a timely fashion.
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Independent Auditors’ Report
To YIEH PHUI ENTERPRISE CO., LTD.:
Audit opinion
We have audited the consolidated balance sheet of YIEH PHUI ENTERPRISE CO., LTD. and subsidiaries (“the Group”) as at December 31, 2024 and 2023, and the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement, and the accompanying footnotes (including summary of key accounting policies) for the periods January 1 to December 31, 2024 and 2023.
In our opinion, all material disclosures of the consolidated financial statements mentioned above were prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and the version of International Financial Reporting Standards, International Accounting Standards and interpretations thereof approved and published by the Financial Supervisory Commission, and presented a fair view of the consolidated financial position of the Group as at December 31, 2024 and 2023, and consolidated business performance and cash flow for the periods January 1 to December 31, 2024 and 2023.
Basis for audit opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities as an auditor for the consolidated financial statements under the abovementioned standards are explained in the Responsibilities paragraph. All relevant personnel of the accounting firm have followed CPA code of ethics and maintained independence from the Group when performing their duties. Based on our audit results and other auditor’s reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis
As stated in Note IV (XXIV) to the financial statements, Yieh Phui Enterprise Co., Ltd. changed the accounting policy of investment property by resolution of the board of directors on March 12, 2025. The subsequent measurement is changed from the cost model to the fair value model. Due to the retrospective application of the accounting policy, the affected items were adjusted, and the consolidated financial statements for 2023 were restated. We did not modify our audit opinion for this reason.
Key audit matters
Key audit issues are matters that we considered to be the most important, based on professional judgment, when auditing the 2024 consolidated financial statements of the Group. These issues have already been addressed when we audited and formed our opinions on the parent company only financial statements. Therefore we do not provide opinions separately for individual issues. The key audit matters of the 2024 consolidated financial statements of the Group are described as follows:
- I. Recognizing sales revenue
Please refer to Note IV (XXII) to the consolidated financial statements for the accounting policy of revenue recognition; please refer to Note V (I) 1. to the consolidated financial statements for important accounting judgments, estimates and assumptions of revenue recognition; please refer to Note VI (XXX) to the consolidated financial statements for the revenue recognition.
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Description of key audit matters:
Due to the fierce competition in the industry, the Group may be subject to the impact of performance growth and industry competition, increasing the risk of operating revenue recognition. The amount of sales revenue from specific customers has increased significantly from the previous year. The authenticity of sales revenue is listed as a key audit matter by us.
The corresponding audit procedures:
(I) Understand and test the internal control related to the authenticity of the sales revenue recognized from customers. (II) Obtaining detailed information on sales revenue from specific customers referred to above, and sample such for reviewing the shipping documents, and verifying if the payment receivers and
amounts are consistent with the sales counterparty and the amount of sales revenue recognized, to confirm the actual occurrence of sales revenue.
II. Valuation of Inventories
Please refer to Note IV (VIII) to the consolidated financial statements for the accounting policy of inventory valuation; please refer to Note V (II) 7. to the consolidated financial statements for important accounting judgments, estimates and assumptions of inventory valuation; please refer to Note VI (VI) to the consolidated financial statements for the inventory valuation.
Description of key audit matters:
As of December 31, 2024, the Group's inventory amounted to NT$10,169,709 thousand, accounting for 10.03% of the total assets. The evaluation of inventory was measured at the lower of cost or net realizable value. As the evaluation of inventory net realizable value matters to the material judgement and estimation, and the valuation of inventory is subject to the international metal price fluctuations, with great magnitude of change, we therefore determine that this is a key audit matter.
The corresponding audit procedures:
Our main audit procedures include obtaining the lower evaluation data of inventory cost and net realizable value prepared by the management, sample-checking the estimated selling price to the latest sales record; assessing the basis of the net realizable value estimated by the management and its reasonableness, etc.
Other matters
We did not audit the financial statements of some of the affiliates recognized under the equity method in the 2024 and 2023 consolidated financial statements. These were audited by other CPAs. Therefore, in our opinion on the consolidated financial statements, the amounts listed in the financial statements of these affiliated companies are based on the audit reports of other CPAs (in which the accounting policy of the investment property has been adjusted by the Group and the adopted Fair value model, which has been reviewed by the accountants). The investments in associates accounted for using the equity method by the Group were NT$3,788,831 thousand and NT$4,033,506 thousand as of December 31, 2024 and 2023, respectively, accounting for 3.74% and 3.93% of the consolidated total assets. The shares of profit or loss of associates and joint ventures recognized using the equity method for 2024 and 2023, were NT$(240,458) thousand and NT$(350,627) thousand, respectively, accounting for 11.60% and 40.66% of the consolidated profit before tax. The shares of other comprehensive income of associates and joint ventures recognized using the equity method for the same periods were NT$(4,217) thousand and NT$7,642 thousand, respectively, accounting for (0.53%) and 6.26% of the consolidated net other comprehensive income.
We have also audited the parent-company only financial statements of Yieh Phui Enterprise Co., Ltd. as of and for the years ended December 31, 2024 and 2023, on which we have issued a unqualified report with paragraphs of emphasized matters and other matters for reference.
Responsibilities of the management and governance body to the consolidated financial statements
Responsibilities of the management were to prepare and ensure fair presentation of consolidated financial statements in accordance with "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the version of IFRS, IAS, IFRIC and interpretations thereof approved and effected by the Financial Supervisory Commission, and to exercise proper internal control practices that are relevant to the preparation of consolidated financial statements so that the consolidated financial statements are free of material misstatements, whether caused by fraud or error.
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The management's responsibilities when preparing consolidated financial statements also involved: assessing the ability of the Group to operate, disclose information, and account for transactions as a going concern unless the management intends to liquidate the Group or cease business operations, or is compelled to do so with no alternative solution.
The governance body of the Group (including the Audit Committee) is responsible for supervising the financial reporting process.
Responsibilities of the auditor when auditing consolidated financial statements
The purposes of our audit were to obtain reasonable assurance of whether the consolidated financial statements were prone to material misstatements, whether due to fraud or error, and to issue a report of our audit opinions. We considered assurance to be reasonable only if it is highly credible. However, audit tasks conducted in accordance with the auditing principles do not necessarily guarantee detection of all material misstatements within the consolidated financial statements. Misstatement may arise from frauds or errors. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the consolidated financial statement user.
We have utilized our professional judgment and professional skepticism when performing the audit work in accordance with the auditing standards of the Republic of China. We also perform the following tasks:
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I. When conducting audits in accordance with the auditing principles, we exercised judgments and skepticism as deemed professionally appropriate. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
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II. We have acquired the necessary understanding that concerns this audit in order to design appropriate audit procedures for applicable circumstances. However, the aim was not to comment on the effectiveness of the Group’s internal controls.
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Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and
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III. relevant disclosures made by the management.
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IV. Forming conclusions regarding the appropriateness of management's decision to account for the business as a going concern, and whether there are doubts or uncertainties about the ability of the Group to operate as a going concern, based on the audit evidence obtained. We are bound to remind users of consolidated financial statements and make related disclosures if uncertainties exist in regards to the above-mentioned events or circumstances, and amend audit opinions when the disclosures are no longer appropriate. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or change of circumstances may still render the Group no longer capable of operating as a going concern.
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V. Assessing the overall presentation, structure, and contents of the consolidated financial statements (including related footnotes), and whether certain transactions and events are presented appropriately in the consolidated financial statements.
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VI. Obtaining sufficient and appropriate audit evidence on financial information of equity-accounted investments held by the group, and expressing opinions on consolidated financial statements. Our responsibilities as auditor are to instruct, supervise, and execute audits and form audit opinions on the group.
The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).
We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence (including related safeguards).
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We have identified the key audit issues after communicating with the governance body regarding the 2024 consolidated financial statements of the Group. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 12, 2025
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.
-14-
YIEH PHUI ENTERPRISE CO., LTD. and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023 and January 1, 2023
Unit: NT$1,000
| Code | Assets |
December 31, 2024 | December 31, 2023 (after restatement) | December 31, 2023 (after restatement) | January 1, 2023 (after restatement) |
January 1, 2023 (after restatement) |
|---|---|---|---|---|---|---|
| Amount % |
Amount | % | Amount | % | ||
| 1100 1110 1140 1150 1170 1180 1200 1210 1220 130x 1410 1476 11xx 1517 1550 1600 1755 1760 1780 1840 1910 1920 1975 1980 15xx 1xxx |
Current assets Cash and cash equivalents (Note VI (I)) Financial assets evaluated at fair value through profit and loss - current (Note VI (II)) Contract assets - current (Note VI (XXX)) Notes receivable, net (Note VI (III)) Accounts receivable, net (Note VI (IV)) Accounts receivable - related parties, net (Note VII) Other receivables (Note VI (V)) Other receivables - related parties (Note VII) Current income tax assets Inventories (Note VI (VI)) Pre-payments (Note VI (VII)) Other financial assets - current (Note VI (VIII)) Total current assets Non-current assets Financial assets measured by fair value through other comprehensive profit or loss: non-current (Note VI (IX)) Investment under equity method (Note VI (X)) Property, plant and equipment (Note VI (XI)) Right-of-use assets (Note VI (XII)) Investment property, net (Note VI (XIII)) Intangible assets (Note VI (XIV)) Deferred income tax assets Other non-current assets (Note VI (XV)) Refundable deposits (Note VI (XVI)) Defined benefit assets - non-current (Note VI (XXIII)) Other financial assets – non-current (Note VIII) Total noncurrent assets Total assets |
$ 8,762,028 9 78,804 - 780,190 1 1,776,177 2 1,975,509 2 503,538 - 180,793 - 9,530 - 84,449 - 10,169,709 10 1,583,556 2 2,045,761 2 |
$ 7,574,913 69,043 575,864 1,842,834 2,581,183 199,795 495,576 31,067 4,455 10,474,647 2,365,599 2,204,236 |
7 - 1 2 3 - - - - 11 2 2 |
$ 8,636,937 84,641 288,809 1,173,578 1,813,953 448,952 142,336 23,202 8,682 9,915,991 2,543,688 2,529,680 |
9 - - 1 2 - - - - 11 2 2 |
| 27,950,044 28 |
28,419,212 | 28 | 27,610,449 | 27 | ||
| 1,246,887 1 24,362,576 24 44,403,003 44 460,750 - 596,368 1 219,617 - 1,381,825 1 8,620 - 185,727 - 81,686 - 456,803 1 |
1,180,450 25,040,139 44,635,993 474,535 577,286 268,104 1,274,077 10,869 52,335 34,159 744,760 |
1 24 44 - 1 - 1 - - - 1 |
740,987 26,150,755 45,775,712 489,768 562,043 314,110 1,029,282 3,411 149,671 18,747 776,472 |
1 25 44 - 1 - 1 - - - 1 |
||
| 73,403,862 72 |
74,292,707 | 72 | 76,010,958 | 73 | ||
| $ 101,353,906 100 |
$ 102,711,919 | 100 | $ 103,621,407 | 100 |
(Continued on next page)
-15-
(Continued from previous page)
| Code | Liabilities and Equity |
December 31, 2024 | December 31, 2023 (after restatement) | December 31, 2023 (after restatement) | January 1, 2023 (after restatement) |
January 1, 2023 (after restatement) |
|---|---|---|---|---|---|---|
| Amount % |
Amount | % | Amount | % | ||
| 2100 2110 2130 2150 2170 2200 2230 2250 2280 2320 21xx 2540 2570 2580 2630 2640 2645 25xx 2xxx 3100 3110 3200 3300 3310 3320 3350 3400 3500 31xx 36xx 3xxx |
Current liabilities Short-term borrowings (Note VI (XVII)) Short-term notes payable (Note VI (XVIII)) Contract liabilities - current (Note VI (XXX)) Notes payable Accounts payable Other payables (Note VI (XIX)) Current tax liabilities Provision for liabilities - current (Note VI (XX) Lease liabilities - current (Note VI (XII)) Current portion of long-term liabilities (Note VI (XXI)) Total current liabilities Non-current liabilities Long-term borrowings (Note VI (XXI)) Deferred income tax liabilities Lease liabilities - non-current (Note VI (XII)) Long-term deferred income (Note VI (XXII)) Defined benefit liabilities - non-current (Note VI (XXIII)) Deposit received Total noncurrent liabilities Total liabilities Equity Equity attributable to owners of the parent Share capital (Note VI (XXIV)) Common share capital Capital reserve (Note VI (XXV)) Retained earnings (Note VI (XXVI)) Legal reserve Special reserve Unappropriated earnings Other equity (Note VI (XXVII)) Treasury stock (Note VI (XXVIII)) Equity attributed to owner of parent company Non-controlling interests (Note VI (XXIX)) Total equity Total liabilities and equity |
$ 13,411,422 12 1,447,845 1 1,579,299 2 800,081 1 1,631,595 2 2,010,269 2 54,496 - 139,520 - 14,784 - 8,739,554 9 |
$ 11,660,685 1,567,892 1,836,540 685,514 1,612,426 1,937,741 281,550 102,109 9,543 6,172,423 |
10 2 2 1 2 2 - - - 6 |
$ 13,590,171 1,701,701 1,337,461 458,293 1,448,256 1,887,927 681,455 101,689 9,674 4,212,832 |
14 2 1 - 1 2 1 - - 4 |
| 29,828,865 29 |
25,866,423 | 25 | 25,429,459 | 25 | ||
| 31,934,729 32 140,262 - 40,502 - 20,926 - 37,900 - 16,048 - |
35,115,020 100,907 54,803 23,869 213,115 20,251 |
35 - - - - - |
34,464,456 84,134 60,060 24,278 333,860 17,741 |
33 - - - - - |
||
| 32,190,367 32 |
35,527,965 | 35 | 34,984,529 | 33 | ||
| 62,019,232 61 |
61,394,388 | 60 | 60,413,988 | 58 | ||
| 19,742,172 19 4,675,737 5 3,488,666 3 753,044 1 10,161,696 10 (103,315) - (223,907) - |
19,491,710 4,747,823 3,488,666 822,369 12,329,137 (751,087) (58,653) |
19 5 3 1 12 (1) - |
19,850,980 4,927,302 3,393,805 785,047 13,621,313 (820,409) (133,898) |
19 5 3 1 13 (1) - |
||
| 38,494,093 38 840,581 1 |
40,069,965 1,247,566 |
39 1 |
41,624,140 1,583,279 |
40 2 |
||
| 39,334,674 39 |
41,317,531 | 40 | 43,207,419 | 42 | ||
| $ 101,353,906 100 |
$ 102,711,919 | 100 | $ 103,621,407 | 100 |
(Please refer to notes of consolidated financial statements)
-16-
YIEH PHUI ENTERPRISE CO., LTD. and Subsidiaries
Consolidated Statements of Comprehensive Income For the years ended December 31, 2024 and 2023
| Code 4000 5000 5900 6100 6200 6300 6000 6900 7100 7010 7020 7050 7060 7000 7900 7950 8200 8310 8311 8316 8320 8349 8360 8361 8370 8399 8300 8500 8600 8610 8620 8700 8710 8720 9750 9850 |
Item Operating revenue (Note VI (XXX)) Operating cost (Note VI (VI)) GROSS PROFIT (LOSS) Operating expenses Selling expenses Administrative expenses R&D expenses Total operating expenses Operating income (loss) Non-operating income and expenses Interest revenue (Note VI (XXXII)) Other income (Note VI (XXXIII)) Other gains and losses (Note VI (XXXIV)) Financial costs (Note VI (XXXV)) Share of profit (loss) of associates and joint ventures Total non-operating income and expenses INCOME BEFORE INCOME TAX Income tax (expense) gains (Note VI (XXXVI)) Net income (loss) for the period (Note VI (XXXVIII)) Other comprehensive income (Note VI (XXXVII)) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized valuation income from investment in equity instruments measured by fair value through other comprehensive profit or loss Other consolidated gain (loss) from affiliates and joint venture under equity method Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss Exchange difference from translating the financial statements of foreign operations Other consolidated gain (loss) from affiliates and joint venture under equity method Income tax (expense) benefits related to items that may be reclassified Other comprehensive income (net) Total comprehensive income for the year Net income (loss) attributable to: Owners of the parent company (net profit/loss) Non-controlling interests (net income/loss) Total comprehensive income attributable to: Shareholders of the parent company (comprehensive profit or loss) Non-controlling interests (comprehensive income or loss) Earnings per share (EPS) Basic earnings per share (Note VI (XXXVIII)) Diluted earnings per share (Note VI (XXXVIII)) |
2024 | % 100 (92) 8 (5) (3) - (8) - - - - (2) (1) (3) (3) - (3) - - - - 1 - - 1 (2) (2) (1) (3) (1) (1) (2) |
Unit: Thousand NTD 2023(after restatement) |
Unit: Thousand NTD 2023(after restatement) |
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| $ 73,981,747 (68,074,641) |
100 (92) |
$ 73,295,376 (66,584,490) |
100 (91) |
||
| 5,907,106 (3,078,151) (2,334,303) (154,220) |
8 (5) (3) - |
6,710,886 (2,869,826) (2,116,911) (129,849) |
9 (4) (3) - |
||
| (5,566,674) | (8) | (5,116,586) | (7) | ||
| 340,432 | - | 1,594,300 | 2 | ||
| 157,353 200,028 193,231 (1,924,519) (1,040,215) |
- - - (2) (1) |
153,007 576,311 (8,056) (1,914,823) (1,263,065) |
- 1 - (2) (2) |
||
| (2,414,122) | (3) | (2,456,626) | (3) | ||
| (2,073,690) 19,527 |
(3) - |
(862,326) (112,555) |
(1) - |
||
| (2,054,163) | (3) | (974,881) | (1) | ||
| 159,086 79,971 (48,132) (31,817) 557,819 185,997 (110,347) |
- - - - 1 - - |
77,023 158,598 28,018 (15,405) (161,153) 2,794 32,215 |
- - - - - - - |
||
| 792,577 | 1 | 122,090 | - | ||
| $ (1,261,586) | (2) | $ (852,791) | (1) | ||
| $ (1,596,120) (458,043) |
(2) (1) |
$ (616,882) (357,999) |
(1) - |
||
| $ (2,054,163) | (3) | $ (974,881) | (1) | ||
| $ (815,932) (445,654) |
(1) (1) |
$ (499,517) (353,274) |
(1) - |
||
| $ (1,261,586) | (2) | $ (852,791) | (1) | ||
| $ (0.81) | $ (0.31) | ||||
| $ (0.81) | $ (0.31) | ||||
(Please refer to notes of consolidated financial statements)
-17-
YIEH PHUI ENTERPRISE CO., LTD. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2024 and 2023
Unit:Thousand NTD
Equity attributable to owners of the parent
| Balance on January 1, 2023 Effects of retrospective application and restatement Balance at January 1, 2023 (after restatement) Appropriations of prior year's earnings: Legal reserve Special capital reserve Cash dividends for common shares Changes in associates under equity method Net profit (loss) for 2023 Other comprehensive income for 2023 Total comprehensive income for 2023 Repurchase of treasury shares Discount on repurchase cost of treasury stock Cancellation of treasury stock Difference between the equity price and book value of the subsidiary's equity actually acquired or disposed Increase in non-controlling interests Disposal of equity instruments measured by fair value through other comprehensive profit or loss Balance at December 31, 2023 Appropriations of prior year's earnings: Cash dividends for common shares Stock dividends for common shares Reversal of special reserve Changes in associates under equity method Other changes in capital reserves Net income (loss) from January 1 to December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024 Total comprehensive income for year ended December 31, 2024 Capital increase in cash Repurchase of treasury shares Discount on repurchase cost of treasury stock Cancellation of treasury stock Difference between the equity price and book value of the subsidiary's equity actually acquired or disposed |
Common share capital | Capital surplus | Retained earnings | Other equity | TreasuryStock | Total equity attributable to owners of theparent company |
Non-controlling interests |
Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings |
Exchange difference from translating the financial statements of foreign operations |
Unrealized gains (loss) of financial assets measured at fair value through other comprehensive income |
Gains (loss) of hedginginstruments |
|||||||
| $ 19,850,980 - |
$ 4,927,302 - |
$ 3,393,805 - |
$ 785,047 - |
$ 3,582,001 10,039,312 |
$ (964,147) 1,960 |
$ 130,825 - |
$ 10,953 - |
$ (133,898) - |
$ 31,582,868 10,041,272 |
$ 1,209,235 374,044 |
$ 32,792,103 10,415,316 |
|
| 19,850,980 - - - - - - |
4,927,302 - - - - - - |
3,393,805 94,861 - - - - - |
785,047 - 37,322 - - - - |
13,621,313 (94,861) (37,322) (592,759) 1,605 (616,882) 71,078 |
(962,187) - - - - - (127,627) |
130,825 - - - - - 172,188 |
10,953 - - - - - 1,726 |
(133,898) - - - - - - |
41,624,140 - - (592,759) 1,605 (616,882) 117,365 |
1,583,279 - - - 17 (357,999) 4,725 |
43,207,419 - - (592,759) 1,622 (974,881) 122,090 |
|
| - | - | - | - | (545,804) | (127,627) | 172,188 | 1,726 |
- | (499,517) | (353,274) | (852,791) | |
| - - (359,270) - - - |
- - (180,156) 677 - - |
- - - - - - |
- - - - - - |
- - - - - (23,035) |
- - - - - - |
- - - - - 23,035 |
- - - - - - |
(464,306) 125 539,426 - - - |
(464,306) 125 - 677 - - |
- - - (677) 18,221 - |
(464,306) 125 - - 18,221 - |
|
| 19,491,710 - 389,062 - - - - - |
4,747,823 - - - - 8 - - |
3,488,666 - - - - - - - |
822,369 - - (69,325) - - - - |
12,329,137 (389,062) (389,062) 69,325 17,236 - (1,596,120) 132,416 |
(1,089,814) - - - - - - 625,051 |
326,048 - - - - - - 27,351 |
12,679 - - - - - - (4,630) |
(58,653) - - - - - - - |
40,069,965 (389,062) - - 17,236 8 (1,596,120) 780,188 |
1,247,566 - - - 8,369 - (458,043) 12,389 |
41,317,531 (389,062) - - 25,605 8 (2,054,163) 792,577 |
|
| - | - | - | - | (1,463,704) | 625,051 | 27,351 | (4,630) |
- | (815,932) | (445,654) | (1,261,586) | |
| - - - (138,600) - |
- - - (72,094) - |
- - - - - |
- - - - - |
- - - - (12,174) |
- - - - - |
- - - - - |
- - - - - |
- (375,974) 26 210,694 - |
- (375,974) 26 - (12,174) |
24,600 - - - 12,174 |
24,600 (375,974) 26 - - |
(Continued on next page)
-18-
(Continued from previous page)
YIEH PHUI ENTERPRISE CO., LTD. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2024 and 2023
Unit:Thousand NTD
Increase in non-controlling interests Balance at December 31, 2024
| Unit:Thousand NTD | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equityattributable to | owners of theparent | Non-controlling interests |
Total equity | ||||||||
| Common share capital | Capital surplus | Retained earnings | Other equity | TreasuryStock | Total equity attributable to owners of theparent company |
||||||
| Legal reserve | Special reserve | Unappropriated earnings |
Exchange difference from translating the financial statements of foreign operations |
Unrealized gains (loss) of financial assets measured at fair value through other comprehensive income |
Gains (loss) of hedginginstruments |
||||||
| - | - | - | - | - | - | - | - |
- | - | (6,474) | (6,474) |
| $ 19,742,172 | $ 4,675,737 | $ 3,488,666 | $ 753,044 | $ 10,161,696 | $(464,763) | $ 353,399 | $ 8,049 |
$(223,907) | $ 38,494,093 | $ 840,581 | $ 39,334,674 |
(Please refer to notes of consolidated financial statements)
-19-
YIEH PHUI ENTERPRISE CO., LTD. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2024 and 2023
Unit: NT$1,000
| Item Cash flows from operating activities Income (loss) before income tax Items of adjustment Adjustments for Depreciation Amortization Net loss (profit) on financial assets and liabilities at fair value Interest expense Interest income Dividend income Loss (gain) from affiliates and joint ventures under equity method Loss (gain) on disposal of property, plant and equipment Expense transferred from property, plant and equipment Loss (gain) on disposal of investments Impairment loss on non-financial assets Loss (gain) from adjustment of fair value of investment property Others Adjustments, total Changes in operating assets and liabilities Net changes in operating assets Decrease (increase) in financial assets at fair value through profit or loss Decrease (increase) of contract assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable - related parties Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other financial assets Decrease (increase) in other operating assets Total net changes in operating assets Net changes in operating liabilities Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in defined benefit liabilities Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash generated from operations Interest received |
2024 $ (2,073,690) 2,315,328 54,591 201 1,924,519 (157,353) (17,231) 1,040,215 29,802 6,005 3,955 171,482 (19,082) (209) 5,352,223 (13,917) (205,256) 66,653 607,006 (304,133) 338,546 304,938 782,043 86,699 (47,527) 1,615,052 (257,241) 114,567 19,169 73,894 37,411 (16,129) (28,329) 1,586,723 6,938,946 4,865,256 155,127 |
2023(after restatement) |
|---|---|---|
| $ (862,326) 2,282,926 55,790 790 1,914,823 (153,007) (47,790) 1,263,065 19,666 3,828 - - (15,243) (216) |
||
| 5,324,632 | ||
| 14,808 (287,680) (669,249) (768,161) 250,742 (380,720) (558,656) 178,089 390,391 (15,412) |
||
| (1,845,848) | ||
| 499,079 227,221 164,170 73,070 420 (43,722) |
||
| 920,238 | ||
| (925,610) | ||
| 4,399,022 | ||
| 3,536,696 156,034 |
(Continued on next page)
-20-
(Continued from previous page)
| Item Dividends received Interest paid Income tax paid Net cash generated from operating activities Cash flows from investing activities Acquisition of financial assets measured by fair value through other comprehensive profit or loss Disposal of financial assets measured by fair value through other comprehensive profit or loss Financial assets measured by fair value through other comprehensive income - capital returned due to capital reduction Acquisition of investments accounted for using equity method De-capitalization refund of the invested company valued with Equity Method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Increase in other financial assets Increase in other noncurrent assets Net cash used in investing activities Cash flows from financing activities Increase in short-term borrowings Decrease in short-term borrowings Decrease in short-term bills payable Increase in long-term loans Repayment of long-term loans Increase in guarantee deposits Repayment of the principal portion of leases Decrease of other non-current liabilities Cash dividends paid Repurchase cost of treasury shares Discount on repurchase cost of treasury stock Changes in non-controlling interests Net cash generated from (used in) financial activities Effect of exchange rate changes on cash and cash equivalents Increase (decrease) in cash and cash equivalents in the current period Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year |
2024 $ 17,231 (1,937,690) (494,803) 2,605,121 - 60 13,473 (167,402) 271 (1,548,960) 11,710 (133,392) (6,104) 359,733 2,249 (1,468,362) 1,750,737 - (120,000) 7,339,507 (7,945,144) (4,203) (12,014) (2,943) (389,062) (375,974) 26 18,126 259,056 (208,700) 1,187,115 7,574,913 $ 8,762,028 |
2023(after restatement) |
|---|---|---|
| $ 66,977 (1,916,556) (720,417) |
||
| 1,122,734 | ||
| (294,635) - 13,771 (122,404) - (1,387,616) 884 97,336 (9,784) (33,235) (7,458) |
||
| (1,743,141) | ||
| - (1,929,486) (135,000) 7,339,507 (4,730,149) 2,510 (11,195) (409) (592,759) (464,306) 125 18,221 |
||
| (502,941) | ||
| 61,324 | ||
| (1,062,024) 8,636,937 |
||
| $ 7,574,913 |
(Please refer to notes of consolidated financial statements)
-21-
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Independent Auditors’ Report
To YIEH PHUI ENTERPRISE CO., LTD.:
Audit opinion
We have completed audit of the balance sheets of Yieh Phui Enterprise Co., Ltd. (“the Company”) as at December 31, 2024 and 2023, as well as parent company only statements of income, of equity changes, of cash flow and notes of the financial statements, including a summary of major accounting policies, between January 1 and December 31, 2024 and 2023.
In our opinion, based on our audit results and the financial statements audited by other CPAs, the financial statements above-mentioned are in conformity with the Regulation Governing the Preparation of Financial Reports by Securities Issuers, in all material respects, which fairly represent fairly the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and cash flows for the years ended December 31, 2024 and 2023.
Basis for audit opinion
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards of the Republic of China. Our responsibilities as an auditor for the parent company only financial statements under the abovementioned standards are explained in the Responsibilities paragraph. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountant, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audit results and other auditor’s reports, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis
As stated in Note IV (XIX) to the financial statements, Yieh Phui Enterprise Co., Ltd. changed the accounting policy of investment property by resolution of the board of directors on March 12, 2025. The subsequent measurement is changed from the cost model to the fair value model. Due to the retrospective application of the accounting policy, the affected items were adjusted, and the financial statements for 2023 were restated. We did not modify our audit opinion for this reason.
Key audit matters
Key audit issues are matters that we considered to be the most important, based on professional judgment, when auditing the 2024 parent company only financial statements of the Company. These issues have already been addressed when we audited and formed our opinions on the parent company only financial statements. Therefore we do not provide opinions separately for individual issues. Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2024 are stated as follows:
- I. Recognizing sales revenue
Please refer to Note IV (XVII) to the parent company only financial statements for the accounting policy of revenue recognition; please refer to Note V (I)1. to the parent company only financial statements for important accounting judgments, estimates and assumptions of revenue recognition; please refer to Note VI (XXIV) to the parent company only financial statements for the revenue recognition.
Description of key audit matters:
Due to the fierce competition in the industry, the Company may be subject to the impact of performance growth and industry competition, increasing the risk of operating revenue recognition. The amount of sales revenue from specific customers has increased significantly from the previous year. The authenticity of sales revenue is listed as a key audit matter by us.
The corresponding audit procedures:
(I) Understand and test the internal control related to the authenticity of the sales revenue recognized from customers.
-22-
(II) Obtaining detailed information on sales revenue from specific customers referred to above, and sample such for reviewing the shipping documents, and verifying if the payment receivers and
amounts are consistent with the sales counterparty and the amount of sales revenue recognized, to confirm the actual occurrence of sales revenue.
II. Valuation of Inventories
Please refer to Note IV (VII)) to the parent company only financial statements for the accounting policy of inventory valuation; please refer to Note V (II)6. to the parent company only financial statements for important accounting judgments, estimates and assumptions of inventory valuation; please refer to Note VI (VI) to the parent company only financial statements for the inventory valuation.
Description of key audit matters:
As of December 31, 2024, the Company's inventory amounted to NT$4,067,120 thousand, accounting for 7.21% of the total assets. The evaluation of inventory was measured at the lower of cost or net realizable value. As the evaluation of inventory net realizable value matters to the material judgement and estimation, and the valuation of inventory is subject to the international metal price fluctuations, with great magnitude of change, we therefore determine that this is a key audit matter.
The corresponding audit procedures:
Our main audit procedures include obtaining the lower evaluation data of inventory cost and net realizable value prepared by the management, sample-checking the estimated selling price to the latest sales record; assessing the basis of the net realizable value estimated by the management and its reasonableness, etc.
Other matters
We did not audit the financial statements of some of the affiliates recognized under the equity method in the 2024 and 2023 parent company only financial statements. These were audited by other CPAs. Therefore, in our opinion on the parent company only financial statements, the amounts listed in the financial statements of these affiliated companies are based on the audit reports of other CPAs (in which the accounting policy of the investment property has been adjusted by the Company and the adopted Fair value model, and we have implemented the necessary audit procedures). The investments in associates accounted for using the equity method by the Company were NT$3,710,186 thousand and NT$3,950,325 thousand as of December 31, 2024 and 2023, respectively, accounting for 6.57% and 6.71% of the total assets. The shares of profit or loss of associates and joint ventures recognized using the equity method for 2024 and 2023, were NT$(236,000) thousand and NT$(344,126)thousand, respectively, accounting for 13.74% and 56.83% of the profit before tax. The shares of other comprehensive income of associates and joint ventures recognized using the equity method for the same periods were NT$(4,139) thousand and NT$7,500 thousand, respectively, accounting for (0.53)% and 6.39% of the net other comprehensive income.
Responsibilities of the management and governance body to the parent company only financial statements
Responsibilities of the management were to prepare and ensure fair presentation of parent company only financial statements in accordance with "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the version of IFRS, IAS, IFRIC and interpretations thereof approved and effected by the Financial Supervisory Commission, and to exercise proper internal control practices that are relevant to the preparation of parent company only financial statements so that the parent company only financial statements are free of material misstatements, whether caused by fraud or error.
In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.
The Company’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.
Responsibilities of the auditor when auditing parent
company only financial statements
The purposes of our audit were to obtain reasonable assurance of whether the parent company only financial statements were prone to material misstatements, whether due to fraud or error, and to issue a report of our audit opinions. We considered assurance to be reasonable only if it is highly credible. However, audit tasks conducted in accordance with the auditing principles do not necessarily guarantee detection of all material misstatements within the parent company only financial statements. Misstatement may arise from frauds or errors. Misstatements are considered material if the individual amount or aggregate total is reasonably expected to affect economic decisions of the parent company only financial statement user.
-23-
We have utilized our professional judgment and professional skepticism when performing the audit work in accordance with the auditing standards of the Republic of China. We also perform the following tasks:
-
I. Identifying and assessing risks of material misstatement due to fraud or error; designing and executing appropriate response measures for the identified risks; and obtaining adequate and appropriate audit evidence to support audit opinions. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
-
II. Developing the required level of understanding on relevant internal controls and designing audit procedures that are appropriate under the prevailing circumstances, but without providing opinion on the effectiveness of internal control system of the Company.
-
III. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
-
IV. We have made conclusions on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Company's ability to continue as a going concern. We are bound to remind users of parent company only financial statements and make related disclosures if uncertainties exist in regards to the abovemenetioned events or circumstances, and amend audit opinions when the disclosures are no longer appropriate. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
V. Assessing the overall presentation, structure, and contents of the parent company only financial statements (including related footnotes), and whether certain transactions and events are presented appropriately in the parent company only financial statements.
-
VI. Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion about the Company.
The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).
We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence (including related safeguards).
We have identified the key audit issues after communicating with the governance body regarding the 2024 parent company only financial statements of the Company. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 12, 2025
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.
-24-
Yieh Phui Enterprise Co., Ltd. Individual Balance Sheets
For the years ended December 31, 2024 and 2023
Unit: NT$1,000
| Code | Assets |
December 31, 2024 | December 31, 2023 (after restatement) | December 31, 2023 (after restatement) | January 1, 2023 (after restatement) |
January 1, 2023 (after restatement) |
|---|---|---|---|---|---|---|
| Amount % |
Amount | % | Amount | % | ||
| 1100 1110 1140 1150 1170 1180 1200 1210 1220 130x 1410 1476 11xx 1517 1550 1600 1755 1840 1920 1975 1980 15xx 1xxx |
Current assets Cash and cash equivalents (Note VI (I)) Financial assets evaluated at fair value through profit and loss - current (Note VI (II)) Contract assets - current (Note VI (XXIV)) Notes receivable, net (Note VI (III)) Accounts receivable, net (Note VI (IV)) Accounts receivable - related parties, net (Note VII) Other receivables (Note VI (V)) Other receivables - related parties (Note VII) Current income tax assets Inventories (Note VI (VI)) Pre-payments (Note VI (VII)) Other financial assets - current (Note VIII) Total current assets Non-current assets Financial assets measured by fair value through other comprehensive profit or loss: non-current (Note VI (VIII)) Investment using equity method (Note VI (IX)) Property, plant and equipment (Note VI (X)) Right-of-use assets (Note VI (XI)) Deferred income-tax assets (Note VI (XXX)) Refundable deposits (Note VI (XII)) Defined benefit assets - non-current (Note VI (XVIII)) Other financial assets – non-current (Note VIII) Total noncurrent assets Total assets |
$ 1,595,483 3 37,681 - 780,190 1 57 - 791,009 1 488,364 1 121,191 - 1,055,276 2 75,200 - 4,067,120 8 230,322 - - - |
$ 1,797,422 34,668 590,209 579 1,550,617 210,307 460,742 1,051,837 - 4,102,484 245,111 - |
3 - 1 - 3 - 1 2 - 7 - - |
$ 2,133,667 33,914 228,625 1,746 747,316 485,683 80,641 2,302,740 - 4,269,507 297,919 30,710 |
4 - - - 1 1 - 4 - 7 - - |
| 9,241,893 16 |
10,043,976 | 17 | 10,612,468 | 17 |
||
| 791,908 1 39,023,496 70 6,061,861 11 255,973 - 590,361 1 457,405 1 21,675 - 309 - |
779,160 40,057,224 6,377,333 273,467 591,020 737,157 - 306 |
1 69 11 - 1 1 - - |
732,973 41,223,998 6,696,259 287,096 437,914 782,097 - 304 |
1 69 11 - 1 1 - - |
||
| 47,202,988 84 |
48,815,667 | 83 | 50,160,641 | 83 |
||
| $ 56,444,881 100 |
$ 58,859,643 | 100 | $ 60,773,109 | 100 |
(Continued on next page)
-25-
(Continued from previous page)
| Code | Liabilities and Equity |
December 31, 2024 | December 31, 2023 (after restatement) | December 31, 2023 (after restatement) | January 1, 2023 (after restatement) |
January 1, 2023 (after restatement) |
|---|---|---|---|---|---|---|
| Amount % |
Amount | % | Amount | % | ||
| 2100 2110 2130 2150 2170 2200 2230 2250 2280 2320 21xx 2540 2570 2580 2640 2645 2670 25xx 2xxx 3100 3110 3200 3300 3310 3320 3350 3400 3500 3xxx |
Current liabilities Short-term borrowings (Note VI (XIII)) Short-term notes payable (Note VI (XIV)) Contract liability - current (Note VI (XXIV)) Notes payable Accounts payable Other payables (Note VI (XV)) Current tax liabilities Provisions - current (Note VI (XVI)) Lease liability: current (Note VI (XI)) Current portion of long-term liabilities (Note VI (XVII)) Total current liabilities Non-current liabilities Short-term borrowings (Note VI (XVII)) Deferred income tax liabilities (Note VI (XXX)) Lease liability - non-current (Note VI (XI)) Defined benefit liabilities - non-current (Note VI (XVIII)) Deposit received Other noncurrent liabilities: other (Note VI (IX)) Total noncurrent liabilities Total liabilities Equity Share capital (Note VI (XIX)) Common share capital Capital reserve (Note VI (XX)) Retained earnings (Note VI (XXI)) Legal reserve Special reserve Unappropriated earnings Other equity (Note VI (XXII)) Treasury stock (Note VI (XXIII)) Total equity Total liabilities and equity |
$ 6,638,302 12 998,295 2 263,754 - 397,306 1 559,259 1 756,327 1 - - 55,497 - 8,687 - 2,652,771 5 |
$ 6,177,256 998,681 521,161 481,914 485,514 684,108 137,624 53,640 11,645 1,720,054 |
10 2 1 1 1 1 - - - 3 |
$ 5,949,747 698,755 184,494 312,774 435,057 677,828 389,744 54,148 12,314 1,377,909 |
10 1 - 1 1 1 1 - - 2 |
| 12,330,198 22 |
11,271,597 | 19 | 10,092,770 | 17 |
||
| 5,236,253 10 11,688 - 178,558 - - - 2,000 - 192,091 - |
7,155,226 - 188,286 172,569 2,000 - |
13 - - - - - |
8,572,649 - 196,976 284,574 2,000 - |
15 - - - - - |
||
| 5,620,590 10 |
7,518,081 | 13 | 9,056,199 | 15 |
||
| 17,950,788 32 |
18,789,678 | 32 | 19,148,969 | 32 |
||
| 19,742,172 34 4,675,737 8 3,488,666 6 753,044 1 10,161,696 19 (103,315) - (223,907) - |
19,491,710 4,747,823 3,488,666 822,369 12,329,137 (751,087) (58,653) |
33 8 6 1 21 (1) - |
19,850,980 4,927,302 3,393,805 785,047 13,621,313 (820,409) (133,898) |
32 8 6 1 22 (1) - |
||
| 38,494,093 68 |
40,069,965 | 68 | 41,624,140 | 68 |
||
| $ 56,444,881 100 |
$ 58,859,643 | 100 | $ 60,773,109 | 100 |
(Please refer to the Note under standalone financial statements)
-26-
Yieh Phui Enterprise Co., Ltd. Standalone Statements of Comprehensive Income For the years ended December 31, 2024 and 2023
| Code 4000 5000 5900 6100 6200 6000 6900 7100 7010 7020 7050 7070 7000 7900 7950 8200 8310 8311 8316 8330 8349 8360 8380 8399 8300 8500 9750 9850 |
Item Operating revenue (Note VI (XXIV)) Operating cost (Note VI (VI)) GROSS PROFIT (LOSS) Operating expenses Selling expenses Administrative expenses Total operating expenses Operating income (loss) Non-operating income and expenses Interest income (Note VI (XXVI)) Other income (Note VI (XXVII)) Other gains or losses (Note VI (XXVIII)) Financial costs (Note VI (XXIX)) Share of profit (loss) of subsidiaries, associates, and joint ventures Total non-operating income and expenses INCOME BEFORE INCOME TAX Income tax (expense) gains (Note VI (XXX)) Net income (loss) Other comprehensive income (Note VI (XXXI)) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized valuation income from investment in equity instruments measured by fair value through other comprehensive profit or loss Share of other comprehensive income of subsidiaries, associates, and joint ventures under equity method Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss Share of other comprehensive income of subsidiaries, associates, and joint ventures under equity method Income tax related to items probably reclassified Other comprehensive income (net) Total comprehensive income for the year Earnings per share (EPS) Basic earnings per share (Note VI (XXXII)) Diluted earnings per share (Note VI (XXXII)) |
2024 | % 100 (90) 10 (5) (2) (7) 3 - - 1 (2) (9) (10) (7) - (7) 1 - - - 2 - 3 (4) |
Unit: Thousand NTD 2023(after restatement) |
Unit: Thousand NTD 2023(after restatement) |
|---|---|---|---|---|---|
| Amount $ 25,525,473 (22,944,356) 2,581,117 (1,426,367) (397,635) (1,824,002) 757,115 57,242 110,270 132,140 (409,746) (2,365,243) (2,475,337) (1,718,222) 122,102 (1,596,120) 134,141 26,281 26,173 (26,828) 724,551 (104,130) 780,188 $ (815,932) $ (0.81) $ (0.81) |
% | Amount $ 24,660,661 (22,611,234) 2,049,427 (1,140,020) (373,971) (1,513,991) 535,436 49,359 546,124 42,739 (430,493) (1,348,722) (1,140,993) (605,557) (11,325) (616,882) 54,801 58,823 140,602 (10,960) (157,861) 31,960 117,365 $ (499,517) $ (0.31) $ (0.31) |
% | ||
| 100 (90) |
100 (91) |
||||
| 10 (5) (2) |
9 (4) (2) |
||||
| (7) | (6) | ||||
| 3 | 3 | ||||
| - - 1 (2) (9) |
- 2 - (2) (5) |
||||
| (10) | (5) | ||||
| (7) - |
(2) - |
||||
| (7) | (2) | ||||
| 1 - - - 2 - |
- - 1 - (1) - |
||||
| 3 | - | ||||
| (4) | (2) | ||||
(Please refer to the Note under standalone financial statements)
-27-
Yieh Phui Enterprise Co., Ltd.
Standalone Statements of Changes in Equity For the years ended December 31, 2024 and 2023
Unit:Thousand NTD
| Balance on January 1, 2023 Effects of retrospective application and restatement Balance at January 1, 2023 (after restatement) Appropriations of prior year's earnings: Legal reserve Special capital reserve Cash dividends for common shares Changes in associates under equity method Net profit (loss) for 2023 Other comprehensive income for 2023 Total comprehensive income for 2023 Repurchase of treasury shares Discount on repurchase cost of treasury stock Cancellation of treasury stock Difference between the equity price and book value of the subsidiary's equity actually acquired or disposed Disposal of equity instruments measured by fair value through other comprehensive profit or loss Balance at December 31, 2023 Appropriations of prior year's earnings: Special capital reserve Cash dividends for common shares Stock dividends for common shares Changes in associates under equity method Other changes in capital reserves Net profit (loss) for 2024 Other comprehensive income for 2024 Total comprehensive income for 2024 Repurchase of treasury shares Discount on repurchase cost of treasury stock |
Common share capital | Capital surplus | Retained earnings | Other equity | TreasuryStock | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings | Exchange difference from translating the financial statements of foreign operations |
Unrealized gains (loss) of financial assets measured at fair value through other comprehensive income |
Gains (loss) of hedging instruments |
|||||
| $ 19,850,980 - |
$ 4,927,302 - |
$ 3,393,805 - |
$ 785,047 - |
$ 3,582,001 10,039,312 |
$ (964,147) 1,960 |
$ 130,825 - |
$ 10,953 - |
$ (133,898) - |
$ 31,582,868 10,041,272 |
|
| 19,850,980 | 4,927,302 |
3,393,805 | 785,047 |
13,621,313 |
(962,187) | 130,825 | 10,953 | (133,898) | 41,624,140 |
|
| - - - - - - |
- - - - - - |
94,861 - - - - - |
- 37,322 - - - - |
(94,861) (37,322) (592,759) 1,605 (616,882) 71,078 |
- - - - - (127,627) |
- - - - - 172,188 |
- - - - - 1,726 |
- - - - - - |
- - (592,759) 1,605 (616,882) 117,365 |
|
| - | - |
- | - |
(545,804) |
(127,627) | 172,188 | 1,726 | - | (499,517) |
|
| - - (359,270) - - |
- - (180,156) 677 - |
- - - - - |
- - - - - |
- - - - (23,035) |
- - - - - |
- - - - 23,035 |
- - - - - |
(464,306) 125 539,426 - - |
(464,306) 125 - 677 - |
|
| 19,491,710 - - 389,062 - - - - |
4,747,823 - - - - 8 - - |
3,488,666 - - - - - - - |
822,369 (69,325) - - - - - - |
12,329,137 69,325 (389,062) (389,062) 5,062 - (1,596,120) 132,416 |
(1,089,814) - - - - - - 625,051 |
326,048 - - - - - - 27,351 |
12,679 - - - - - - (4,630) |
(58,653) - - - - - - - |
40,069,965 - (389,062) - 5,062 8 (1,596,120) 780,188 |
|
| - | - |
- | - |
(1,463,704) |
625,051 | 27,351 | (4,630) | - | (815,932) |
|
| - - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
(375,974) 26 |
(375,974) 26 |
(Continued on next page)
-28-
(Continued from previous page)
Yieh Phui Enterprise Co., Ltd.
Standalone Statements of Changes in Equity For the years ended December 31, 2024 and 2023
Unit:Thousand NTD
| Cancellation of treasury stock Balance at December 31, 2024 |
Common share capital | Capital surplus | Retained earnings | Other equity | TreasuryStock | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings | Exchange difference from translating the financial statements of foreign operations |
Unrealized gains (loss) of financial assets measured at fair value through other comprehensive income |
Gains (loss) of hedging instruments |
|||||
| (138,600) | (72,094) |
- | - |
- |
- | - | - | 210,694 | - |
|
| $ 19,742,172 | $ 4,675,737 |
$ 3,488,666 | $ 753,044 | $ 10,161,696 |
$ (464,763) | $ 353,399 | $ 8,049 | $ (223,907) | $ 38,494,093 |
(Please refer to the Note under standalone financial statements)
-29-
Yieh Phui Enterprise Co., Ltd. Standalone Statements of Cash Flows For the years ended December 31, 2024 and 2023
Unit: NT$1,000
| Item Cash flows from operating activities Income (loss) before income tax Items of adjustment Adjustments for Depreciation Net loss (profit) on financial assets and liabilities at fair value Interest expense Interest income Dividend income Share of loss (profit) of subsidiaries, associates and joint ventures Loss (gain) on disposal of property, plant and equipment Expense transferred from property, plant and equipment Gain on lease modification Loss (gain) on disposal of investments Impairment loss on non-financial assets Others Adjustments, total Changes in operating assets and liabilities Net changes in operating assets Decrease (increase) in financial assets at fair value through profit or loss Decrease (increase) of contract assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable - related parties Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Total net changes in operating assets Net changes in operating liabilities Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in defined benefit liabilities Total net changes in operating liabilities Total net changes in operating assets and liabilities |
2024 $ (1,718,222) 526,987 (1,269) 409,746 (57,242) (16,781) 2,365,243 19,317 4,330 (192) 6,270 109,730 (5,489) 3,360,650 (1,744) (190,910) 519 760,931 (278,448) 360,911 35,820 14,789 701,868 (257,407) (84,608) 73,745 49,824 1,857 (60,103) (276,692) 425,176 |
2023 |
|---|---|---|
| $ (605,557) 527,442 (1,451) 430,493 (49,359) (47,370) 1,348,722 13,295 - - - - 188 |
||
| 2,221,960 | ||
| 697 (362,209) 1,173 (804,267) 276,961 (400,882) 167,023 52,808 |
||
| (1,068,696) | ||
| 336,667 169,140 50,457 26,709 (508) (57,204) |
||
| 525,261 | ||
| (543,435) |
(Continued on next page)
-30-
(Continued from previous page)
| Item Total adjustments Cash generated from operations Interest received Dividends received Interest paid Income tax paid Net cash generated from operating activities Cash flows from investing activities Acquisition of financial assets measured by fair value through other comprehensive profit or loss Disposal of financial assets measured by fair value through other comprehensive profit or loss Financial assets measured by fair value through other comprehensive income - capital returned due to capital reduction Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Increase in other receivables – related parties Proceeds from disposal of investment properties Decrease in other financial assets Net cash used in investing activities Cash flows from financing activities Increase in short-term borrowings Increase in short-term bills payable Increase in long-term loans Repayment of long-term loans Repayment of the principal portion of leases Cash dividends paid Repurchase cost of treasury shares Discount on repurchase cost of treasury stock Net cash generated from (used in) financial activities Increase (decrease) in cash and cash equivalents in the current period Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year |
2024 $ 3,785,826 2,067,604 56,943 53,214 (402,991) (209,333) 1,565,437 - 60 13,304 (428,219) 7,544 (306,200) - 279,752 (24,500) - (3) (458,262) 461,046 - 800,000 (1,793,951) (11,199) (389,062) (375,974) 26 (1,309,114) (201,939) 1,797,422 $ 1,595,483 |
2023 |
|---|---|---|
| $ 1,678,525 | ||
| 1,072,968 48,456 63,957 (421,500) (395,551) |
||
| 368,330 | ||
| (1,135) - 13,771 (197,114) - (226,222) 755,233 44,940 (544,000) 1,044,767 30,708 |
||
| 920,948 | ||
| 227,509 300,000 400,000 (1,482,951) (13,141) (592,759) (464,306) 125 |
||
| (1,625,523) | ||
| (336,245) 2,133,667 |
||
| $ 1,797,422 |
(Please refer to the Note under standalone financial statements)
-31-
2. The Auditing Committee Audits the Final Financial Statement of 2024
Report of the Auditing Committee
Yieh Phui Enterprise Co., Ltd
The board of directors has prepared the 2024 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 2025 the Stockholder’s Meeting of Yieh Phui
Chairman of the Auditing Committee: Yang, Der-Yuan
March 12, 2025
- 32 -
3.The report on the execution of the share buyback. Explan:
Unit: NTD
| . Explan: |
. | Unit: NTD | ||
|---|---|---|---|---|
| Share Buyback frequency |
The 13th Buyback |
The 14th Buyback |
The 15th Buyback |
The 16th 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 |
To enhance the credit of the company and the rights of stockholders |
| Designated buyback period |
2024/11/06~ 2025/01/05 |
2024/12/05~ 2025/02/04 |
2025/01/02~ 2025/03/01 |
2025/04/09~ 2025/06/08 |
| Buyback price range |
NT$13.80 ~ NT$15.30 |
NT$13.80 ~ NT$15.30 |
NT$13.80 ~ NT$15.30 |
NT$13.00 ~ NT$15.80 |
| Designated number of share to buyback |
10,000,000 shares |
15,000,000 shares |
15,000,000 shares |
30,000,000 shares |
| Actual buyback period |
2024/11/06~ 2024/12/04 |
2024/12/05~ 2024/12/31 |
2025/01/02~ 2025/01/20 |
|
| Number of shares purchased |
10,000,000 shares |
15,000,000 shares |
7,220,000 shares |
|
| Buyback volume | NT$152,067,165 | NT$223,907,492 | NT$107,209,687 | |
| The purchased shares as a percentage of the planned buyback |
100.00% | 100.00% | 48.13% | |
| Number of shares have been written off or transfer |
10,000,000 shares |
15,000,000 shares |
0 shares |
|
| Accumulated shareholding |
0 share | 0 share | 7,220,000 share |
|
| Accumulated shareholding as a percentage of outstanding shares (%) |
0.00% | 0.00% | 0.37% | |
| Reasons for not completing share buyback |
Execution completed. |
Execution completed. |
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. |
Note: The actual execution details of the treasury stock buyback will be presented at the shareholders' meeting.
- 33 -
4.The report on Directors’ Remuneration of 2024
- Explan: Regarding the director's remuneration of 2024, including the remuneration policy, individual remuneration details, and amounts, please refer to Annex 1 of this agenda handbook.
5.The report on announcement of change in the Company's accounting policy for Investment property Explan:
-
1.In order to provide more reliable and relevant information in the financial statements to reflect the impact of transactions on the company’s financial position, financial performance, or cash flows, the company’s board of directors has resolved to adopt the fair value model for subsequent measurement of investment property, replacing the cost model, starting from the fiscal year 2024.
-
2.The company changes the accounting policy regarding the subsequent measurement of investment property from cost model to fair value model and applied it retrospectively. The impact items and their corresponding amounts of the change in accounting policy for the year 2023 are as follows: (1) 2023/12/31:
-
a、 Investment under equity method increased NT$10,498,670 Thousand yuan.
-
b、Investment property increased NT$447,299 Thousand yuan.
-
c、Deferred income tax liabilities increased NT$52,372 Thousand yuan.
-
d、Equity increased NT$10,893,597 Thousand yuan.
-
(2) Effect on consolidated statement of comprehensive income for year 2023
-
a、Gain on investment property increased NT$ 15,243 Thousand yuan.
-
b、Share of profit (loss) of associates and joint ventures increased NT$ 460,714 Thousand yuan.
-
c、Tax benefit increased NT$2,330 Thousand yuan.
-
d、Net income increased NT$478,287 Thousand yuan.
-
e、Other comprehensive income increased NT$478,281 Thousand yuan.
-
The company has reissued the consolidated financial statements for the first, second, and third quarters of 2024, which have been made available on the Market Observation Post System.
- 34 -
6.The report on the Adoption of “Ethical Management and Guidelines for Conduct” of Yieh Phui Corporation Explan:
- The Company stipulates 'Ethical Management and Guidelines for Conduct' in accordance with Taiwan Stock Exchange Corporation’s No. Taiwan-Stock-Governance-11300093391 and Articles 6 and 21 of the Company’s 'Ethical Corporate Management Best Practice Principles,' with the aim of implementing specific integrity management practices and plans to prevent dishonest behavior. Please refer to Annex 2 of this agenda handbook.
III Mattters for Approval
Proposal 1 : Proposed by the board of directors
Brief : Approve the final financial statements for 2024
Explain :
-
The 2024 operating report, the individual entity report and consolidated financial statement. Please refer to the program of the meeting.
-
The individual entity report and the consolidated financial statement have been done and audited by accounts Hsieh, Yen-Yao and Tsai, Shu-Man of Crowe Horwath (TW)CPAs.
-
The above financial statements and operating report has been audited by the Auditing Committee.
-
To be approved.
Resolution:
Proposal 2 : Proposed by the board of directors
Brief : Approve the company's loss appropriation for 2024
Explain :
2 024 loss appropriation is as the follows:
Yieh Phui Enterprise Co., Ltd
Loss Appropriation
| Yieh Phui Enterprise Co., Ltd Loss Appropriation |
||
|---|---|---|
| 2024 | Unit:NT$ | |
| Item | Amount | |
| Unallocated Earnings in the beginning of year | 1,116,320,308 | |
| Add : | Effects of retrospective application and | 10,504,016,310 |
| restatement | ||
| Less: | Special reserve - Subsequent | (10,504,016,310) |
| Measurement and Adjustments after |
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| Initial Adoption of the Fair Value Model | ||
|---|---|---|
| for Investment Property | ||
| Less: | Net income (loss) for 2024 | (1,596,120,391) |
| Add: | Remeasurement on defined benefit | 132,416,438 |
| plans recognized in retained earnings. | ||
| Add: | Changes in associates and joint | 5,061,890 |
| ventures accounted for using equity | ||
| method. | ||
| Less: | Special capital reserve - current period | (242,524,659) |
| Income from Investment Property. | ||
| Add: | Special reserve reversal- Other equity | 425,286,209 |
| Accumulated Loss for the Current Period. | (159,560,205) | |
| Items to | be Recovered | |
| Special reserve - Amount Recognized | 159,560,205 | |
| Add: | for Investment Property Measured | |
| Usingthe Fair Value Model | ||
| Ending | accumulated deficit | 0 |
Resolution:
IV Matters for Discussion
Proposal 1 : Proposed by the Board of Directors Brief : Proposal on modifying “Corporate Charter ”.
Explain :
- Based on the regulation of November 8, 2024 Order No. Financial-Supervisory-Securities-Corporate- 1130385442 of the Financial ,
Supervisory Commission A company referred to shall specify in its articles of incorporation that a certain percentage of its annual earnings shall be allocated for salary adjustments or compensation distributions for its non-executive employees, it is proposed to amend Article 30-1 and Article 36 of the Articles of Incorporation.
- The modified and comparison table of the“Corporate Charter” before the changes are listed at attachment 3 and 4.
Resolution:
V Election
Proposal 1 : Proposed by the Board of Directors Brief : Election of directors.
Explain :
- Article 18 of “Corporate Charter” of the Company requires that the Company
- 36 -
shall have 6-7 directors (including 3 independent directors) adopting candidate nomination system and directors shall be elected by the shareholders’ meeting from among the persons with disposing capacity. Directors serve a three-year term and may be re-elected, and the minimum shareholding ratio of directors shall comply with regulations of FSC.
-
It is proposed to elect 6 directors in this election including 3 independent directors.Election of directors shall adopt candidate nomination measures.
-
The term of new directors will start from June 18, 2025 until June 17, 2028.
-
In accordance with Paragraph 6, Article 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,”the shareholding ratio of all directors shall reach 3% or more of the paid-in capital of the Company.
-
The election of directors was conducted in accordance with “Rule for the Election of Directors”.
-
The list of candidates for directors (including independent directors) and related information is as follows:
| No. | Account No. | Name | Education and Experience | Shares Held |
|---|---|---|---|---|
| 1 | 81896 | Kuo Chiao Investment & Development Co., Ltd. Representative: Lin, I-Shou |
Current position: Chairman of Yieh United Steel Corp. and Yieh Phui Enterprise Co., Ltd Experience: Chairman of Yieh Hsing Enterprise Co., Ltd |
66,263,461 |
| 2 | 28712 | Chia Yuan Investment & Development Co., Ltd. Representative: Liang, Pyng - Yeong |
Current position: Chairman of E United Group Purchase Management Committee. Senior Consultant of Yieh Hsing Enterprise Co., Ltd. Director of Yieh United Steel Corp. Education: Department of Industrial Management, National Cheng Kung University. Experience: Vice Executive Director of General Administration Office of Yieh United Group. President of Yieh United Steel Corp. Senior Consultant and Special Assistant to the Chairmanof YiehUnited SteelCorp. |
22,020,070 |
| 3 | 28712 | Chia Yuan Investment & Development Co., Ltd. Representative: Huang, Ching-Tsung |
Current position: Chairman of Chia Yuan Investment & Development Co., Ltd. Chairman of Eliter International Corp. Chairperson of E United Group. Education: Department of Accounting, Feng Chia University. |
22,020,070 |
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| Experience: Chairman of E-Da Development Corp. Director of E-Da Hospital. |
||||
|---|---|---|---|---|
| 4 | 1562 (Independent Director) |
Lee, Chung-Wei |
Current position: Independent Director of Yieh Phui Enterprise Co., Ltd. Compensation Committee Member of Yieh Phui Enterprise Co., Ltd. Member of the Sustainability Committee of Yieh Phui Enterprise Co., Ltd. Education: Soochow University Department of Foreign Languages. Master of Business Administration, National Sun Yat-sen University. Experience: Deputy General Manager of Sales Department of Yieh Mau Corp., Ltd. Deputy General Manager of Yieh United Steel Corp.; Deputy Chairman; Professional Consultant. Remuneration Committee Member of Yieh United Steel Corp. Acting General Manager of Yieh Hsing Enterprise Co.,Ltd. |
963 |
| 5 | 244155 (Independent Director) |
Yang, Der-Yuan |
Current position: Professor of Department of Money and Banking, National Kaohsiung University of Science and Technology. Independent Director / Remuneration Committee of Yieh Phui Enterprise Co., Ltd. Independent Director / Remuneration Committee of Yieh Hsing Enterprise Co., Ltd. Education: Doctor Degree in Economics, UC Santa Barbara. Experience: Teaching Assistant, Department of Economics, UC Santa Barbara. Deputy Director of Department of Money and Banking, National Kaohsiung University of Science and Technology. Director of Department of Finance, National Kaohsiung University of Science and Technology. Chair of the Department of Money and Banking, National Kaohsiung University of Science and Technology. Professor of Department of Money and Banking,National Kaohsiung University of |
0 |
- 38 -
| Science and Technology. | ||||
|---|---|---|---|---|
| 6 | 396294 (Independent Director) |
Huang, Shun-Jung |
Education: Graduate Institute of Financial and Economic Information National Kaohsiung University of Science and Technology. Experience: Branch Manager, Xinxing Branch, First Bank. Director, Investment Review Department, Head Office, First Bank. Vice President, First Bank. Advisor, Kaohsiung Regional Center, First Bank. |
0 |
- The reason for continuing to nominate Professor Yang, Der-Yuan, who has served as an independent director of the company for three consecutive terms, is that he possesses expertise in finance and is well-versed in relevant regulations and research on green energy and net-zero initiatives. His knowledge has significantly benefited the company, and therefore, he is once again listed as a candidate for independent director. This allows him to continue exercising his professional expertise and provide valuable advice in overseeing the board's activities.
Election result:
- 39 -
VI Other Matters
Proposal 1 : Proposed by the Board of Directors
Brief : Lifting of the Non-Compete clause for Director.
-
Explain : 1. In accordance with Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
-
In order to avoid the impact on the investment development of the Company’s directors, we plan to release the prohibition on all directors from participation in competitive business.
-
Positions Statements of Release the Prohibition on Directors from Participation in Competitive Business (Please refer to Annex 4 for detail).
Resolution:
VII Extempore Motions
VIII Adjournment
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IX Annex
Annex 1
Director’s Remuneration Distribution for 2024
Unit: NT$ thousands December 31, 2024
| 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 |
4,996 | 4,996 | 0 |
0 |
0 |
0 |
144 |
324 |
5,140 -0.32% |
5,320 -0.33% |
0 |
1,214 |
0 |
0 |
0 |
0 |
0 |
0 |
5,140 -0.32% |
6,534 -0.41% |
5,859 |
| Vice Chairman |
Kuo Chiao Investment & Development Co. Ltd Representative : Lin-Maw Wu |
2 | 4,504 |
0 |
0 |
0 |
0 |
144 |
479 |
146 -0.01% |
4,982 -0.31% |
0 |
40 |
0 |
0 |
0 |
0 |
0 |
0 |
146 -0.01% |
5,022 -0.31% |
0 |
| Director | Chia Yuan Investment & Development Co., Ltd. Representative : Pyng-Yeong Liang |
0 | 0 |
0 |
0 |
0 |
0 |
144 |
144 |
144 -0.01% |
144 -0.01% |
3,889 |
3,889 |
108 |
108 |
0 |
0 |
0 |
0 |
4,141 -0.26% |
4,141 -0.26% |
2,098 |
- 41 -
| Director | Chia Yuan Investment & Development Co., Ltd. Representative : Ching-Tsung Huang |
16 | 93 |
0 |
0 |
0 |
0 |
144 |
371 |
160 -0.01% |
464 -0.03% |
3,166 |
3,206 |
108 |
108 |
0 |
0 |
0 |
0 |
3,434 -0.22% |
3,778 -0.24% |
861 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ndependen t Director |
Te-Yuan Yang | 914 | 1,333 |
0 |
0 |
0 |
0 |
0 |
144 |
914 -0.06% |
1,477 -0.09% |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
914 -0.06% |
1,477 -0.09% |
0 |
| ndependen Director |
Wen-I Chang | 1,043 | 1,461 |
0 |
0 |
0 |
0 |
0 |
144 |
1,043 -0.07% |
1,605 -0.10% |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
1,043 -0.07% |
1,605 -0.10% |
0 |
| ndependen Director |
Chung-Wei Lee | 1,043 |
1,043 |
0 |
0 |
0 |
0 |
0 |
0 |
1,043 -0.07% |
1,043 -0.07% |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
1,043 -0.07% |
1,043 -0.07% |
0 |
| 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
- 42 -
Annex 2
YIEH PHUI ENTERPRISE CO., LTD. Ethical Management and Guidelines for Conduct
The Principles passed on December 25, 2024
Article 1 (Purpose of adoption and scope of application)
This Corporation engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE -Listed Companies and the applicable laws and regulations of the places where this Corporation and its business groups and organizations operate, with a view to providing all personnel of this Corporation with clear directions for the performance of their duties.
Article 2 (Applicable subjects)
For the purposes of these Procedures and Guidelines, the term "personnel of this Corporation" refers to any director, independent director, managerial officer, employee, mandatary or person having substantial control, of this Corporation. Any provision, promise, request, or acceptance of improper benefits by any personnel of this Corporation through a third party will be presumed to be an act by the personnel of this Corporation.
Article 3 (Unethical conduct)
For the purposes of these Procedures and Guidelines, "unethical conduct" means that any personnel of this Corporation, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.
The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and government-owned or private-owned enterprises or institutions and their directors, independent directors, managerial officers, employees, persons having substantial control, or other interested parties.
Article 4 (Types of benefits)
For the purposes of these Procedures and Guidelines, the term "benefits" means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.
Article 5 (Responsible unit and duties)
This Corporation shall designate the Ethical Corporate Management Group as the solely responsible unit (It is composed of the general manager’s office, financial unit and human resources unit. hereinafter, "responsible unit") To be in charge of the amendment, implementation, interpretation, and advisory services
- 43 -
with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports once a year to the board of directors.
Article 6 (Providing or accepting improper benefits)
Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of this Corporation shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE -Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out.
-
Compliance with the laws and regulations of the country where this Corporation is doing business.
-
The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination.
-
The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.
-
Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance.
-
Attendance at folk festivals that are open to and invite the attendance of the general public.
-
Rewards, emergency assistance, condolence payments, or honorariums from the management.
-
Property with a market value aligns with normal social etiquette and customs received due to engagement, marriage, maternity, relocation, assumption of a position, promotion or transfer, retirement, resignation, or severance, or the injury, illness, or death of the recipient or the recipient's spouse or lineal relative.
-
The benefits offered to or accepted from a person: Cookies/candies/pastries, fruits, alcohol/drinks/tea, canned goods/processed foods, stationery/notebooks/calendars/books, plants/flowers, cleaning and hygiene products, tea cups/decorative items, etc.
-
Other conduct that complies with the rules of this Corporation.
Article 7 (Procedures for handling the acceptance of benefits)
Except under any of the circumstances set forth in the preceding article, when any personnel of this Corporation are provided with or are promised, either directly or indirectly, any benefits as money, gifts, services, privileges, hospitality, entertainment, and other benefits by a third party, the matter shall be handled in accordance with the following procedures:
- 44 -
-
If there is no relationship of interest between the party providing or offering the benefit and the official duties of this Corporation's personnel, the personnel shall report to their immediate independent director within 3 days from the acceptance of the benefit, and the responsible unit shall be notified if necessary.
-
If a relationship of interest does exist between the party providing or offering the benefit and the official duties of this Corporation's personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate independent director and notify the responsible unit. When the benefit cannot be returned, then within 3 days from the acceptance of the benefit, the personnel shall refer the matter to the responsible unit for handling.
-
A relationship of interest between the party providing or offering the benefit and the official duties of this Corporation's personnel," as referred to in the preceding paragraph, refers to one of the following circumstances:
-
When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.
-
When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.
-
Other circumstances in which a decision regarding this Corporation's business, or the execution or non-execution of business, will result in a beneficial or adverse impact.
The responsible unit of this Corporation shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved by chairperson.
Article 8 (Prohibition of and handling procedure for facilitating payments)
This Corporation shall neither provide nor promise any facilitating payment.
If any personnel of this Corporation provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate independent director stating the facts and shall notify the responsible unit.
Upon receipt of the report under the preceding paragraph, the responsible unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the responsible unit shall also immediately report to the relevant judicial agency.
Article 9 (Procedures for handling political contributions)
The company’s direct or indirect contributions to political parties or organizations or individuals involved in political activities shall comply with the laws and regulations governing political contributions and the company’s internal procedures. Such contributions shall not be used to seek commercial benefits or transactional advantages.
Article 10 (Procedures for handling charitable donations or sponsorships)
- 45 -
Charitable donations or sponsorships by this Corporation shall be provided in compliance with the laws and regulations and internal operating procedures. Shall not be used as a disguised form of bribery.
Article 11 (Recusal)
The directors shall exercise a high level of discipline When a director attending or present at a board meeting, or the juristic person represented thereby, has a stake in a matter under discussion in the meeting , that director, independent director, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.
If in the course of conducting company business, any personnel of this Corporation discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate independent director and the responsible unit.
No personnel of this Corporation may use company resources on commercial activities other than those of this Corporation, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of this Corporation.
Article 12 (Prohibition of disclosing to any other party any trade secrets of this Corporation)
All personnel of this Corporation shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets of this Corporation of which they have learned, nor may they inquire about or collect any trade secrets of this Corporation unrelated to their individual duties.
Article 13 (Prohibition against insider trading)
All personnel of this Corporation shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading.
Article 14 (Non-disclosure agreement)
Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other
- 46 -
party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation.
Article 15 (External announcement of policy of ethical management)
This Corporation shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.
Article 16 (Statement of ethical management policy to counterparties in commercial dealings)
Any personnel of this Corporation, when engaging in commercial activities, shall make a statement to the trading counterparty about this Corporation's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name including kickbacks, commissions, facilitation fees, or providing or receiving improper benefits through other means.
Article 17 (Avoidance of commercial dealings with unethical operators)
All personnel of this Corporation shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement this Corporation's ethical management policy.
Article 18 (Stipulation of terms of ethical management in contracts)
Before entering into a contract with another party, this Corporation shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management policy of this Corporation part of the terms and conditions of the contract, stipulating the following matters:
- When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim from the other party as damages,
- 47 -
and may also deduct the full amount of the damages from the contract price payable.
-
Where a party is discovered to be engaged in unethical conduct in its commercial activities, the other party may terminate or rescind the contract unconditionally at any time.
-
Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.
Article 19 (Handling of unethical conduct by personnel of this Corporation)
When the corporation discovers or receives reports of any dishonest conduct involving its personnel, it should immediately investigate the relevant facts. If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or this Corporation's policy and regulations of ethical management, this Corporation shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, this Corporation will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests.
With respect to a confirmed information, this Corporation shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.
Article 20 (Handling of unethical conduct by personnel of this Corporation)
As an incentive for informing of unethical or unseemly conduct, this Corporation will grant a reward depending the seriousness of the circumstance concerned. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material.
This Corporation shall internally establish and publicly announce on its website and the intranet, or provide an mailbox, for insiders and outsiders of this Corporation to submit reports.
A whistleblower shall at least furnish the following information:
-
the whistleblower’s name, and an address, telephone number and e-mail address where it can be reached.
-
the informed party's name or other information sufficient to distinguish its identifying features.
-
specific facts available for investigation.
The responsible unit of this Corporation is Audit Department. Personnel of this Corporation handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from improper treatment due to their whistleblowing.
The responsible unit of this Corporation shall observe the following procedure in handling whistleblowing matters:
- This Corporation will depend on the seriousness of the circumstance concerned to be subject to disciplinary action and keep the
whistleblowers’ identity and contents of information confidential. The
- 48 -
company will provide protection to the whistleblower and employees involved in the investigation process to prevent unfair retaliation or treatment.
-
Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation.
-
With respect to a confirmed information, this Corporation shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.
-
The responsible unit of this Corporation shall submit to the Chairman a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures . An information shall be reported to the board of directors if involving a director or a senior executive .
Article 21 (Actions upon event of unethical conduct by others towards this Corporation)
If any personnel of this Corporation discovers that another party has engaged in unethical conduct towards this Corporation, and such unethical conduct involves alleged illegality should be reported to the responsible supervisor or submitted to the dedicated reporting unit. With respect to a confirmed information, this Corporation shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.
Article 22 (Establishment of a system for rewards, penalties, and complaints, and related disciplinary measures)
This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints.
If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or her position or terminate his or her employment and disclose on the internet in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation.
Article 23( Enforcement)
These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be reported to the shareholders meeting.
- 49 -
Annex 3
YIEH PHUI ENTERPRISE CO., LTD
Comparison Table for the “Corporate Charter”
Before and After Revision
| BEFORE THE REVISION | AFTER THE REVISION | AFTER THE REVISION | |
|---|---|---|---|
| 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 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 with more than 60% of this amount designated for non-executive 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 36 The Forty-five amendment was made onJune21,2023 |
Article 36 The Forty-sixamendment was made on 18, 2025 |
June |
- 50 -
Annex 4
YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter
Chapter 1 General Rules
-
Article 1: The Company was organized pursuant to the limited corporation provisions of the Company Act and the English named as “Yieh Phui Enterprise Co., Ltd.”
-
Article 2: The Company’s business services are as follows:
-
A102080 Horticulture
-
C801010 Basic Industrial Chemical Manufacturing
-
C901990 Other Non-metallic Mineral Products Manufacturing
-
CA01010 Iron and Steel Refining
-
CA01020 Iron and Steel Rolls over Extends and Crowding
-
CA01030 Iron and Steel Casting
-
CA01050 Iron and Steel Rolling, Drawing, and Extruding
-
CA01060 Steel Wires and Cables Manufacturing
-
CA02010 Metal Architectural Components Manufacturing
-
CA02090 Metal line Products Manufacturing
-
CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified
-
CA04010 Metal Surface Treating
-
CB01010 Machinery and Equipment Manufacturing
-
CB01990 Other Machinery Manufacturing Not Elsewhere Classified
-
CC01080 Electronic Parts and Components Manufacturing
-
CD01030 Automobiles and Parts Manufacturing
-
CD01040 Motor Vehicles and Parts Manufacturing
-
F101100 Wholesale of Flowers
-
F106010 Wholesale of Ironware
-
F111090 Wholesale of Building Materials
-
F113010 Wholesale of Machinery
-
F114030 Wholesale of Motor Vehicle Parts and Supplies
-
F199990 Other Wholesale Trade
-
F201070 Retail sale of Flowers
-
F206010 Retail Sale of Ironware
-
F211010 Retail Sale of Building Materials
-
F213080 Retail Sale of Machinery and Equipment
-
F214030 Retail Sale of Motor Vehicle Parts and Supplies
-
F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
-
F401010 International Trade
-
E103011 Steel Construction
-
H701010 Residence and Buildings Lease Construction and Development
- 51 -
-
H701040 Specialized Field Construction and Development
-
H701060 New County and Community Construction and Investment
-
H703090 Real Estate Commerce
-
H703100 Real Estate Rental and Leasing
-
JE01010 Rental and Leasing Business
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Energy Technical Services
-
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
- 52 -
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
- 53 -
registry and proxies.
Chapter 4 Directors
- Article 18: The Company is with 6~7 directors appointed by a nomination system. They are elected among the competent shareholders in the shareholders meeting in accordance with Article 198 of the Company Act. Directors and supervisors are appointed for a term of 3-year and can be appointed for the 2[nd] term. Also, the minimum shareholding ratio of the directors shall comply with the requirements of the securities competent authorities.
A majority of the Company’s directors should not be in any of the following relationships: 1. Spouse 2. Secondary relatives
-
Article 18.1: For the number of directors stated in the preceding paragraph, there must be at least two independent directors, which may not be less than one third of the total number of directors. The professional qualifications of the independent directors, shareholdings, part-time job constraints, the nomination and election methods, and other binding matters should be handled in accordance with the relevant requirements of the securities competent authorities.
-
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
- 54 -
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.
- 55 -
-
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 with more than 60% of this amount designated for non-executive 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
- 56 -
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%.
-
4.Dividend distribution, depending on the profitability, is proposed by the Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.
-
Article 31-1: Based on Article 241 of the Corporation Law, if Yieh Phui is to distribute the whole or part of its legal reserve and capital reserve, by issuing new shares or cash prorata to the holdings of the stockholders, The following is to be observed. If cash dividend is issued, the board of the directors may do so with two thirds of members present with a majority vote and report to the stockholders’ meeting. If that is done by issuing new shares, the distribution has to be done with the approval of the stockholders’ meeting
Chapter 7 Bylaw
-
Article 32: The Company may conduct external guarantee business.
-
Article 33: The Company’s organizational procedures and work rules are to be regulated separately by the Board of Directors.
-
Article 34: The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and other laws and regulations.
-
Article 35: The Articles of Incorporation after the resolution reached in the shareholders meeting is to be submitted to the competent authorities for approval before implementation; so is the amendment.
-
Article 36: The Forty-five amendment was made on June 18, 2025
- 57 -
Annex 5
YIEH PHUI ENTERPRISE CO., LTD.
Position Statements of Release the Prohibition on Directors from Participation in
Competitive Business
| Competitive Business | Competitive Business | |
|---|---|---|
| Name | The Position of the Company and the Name of the Company |
|
| Lin I-Shou |
Chairman | Yieh United Steel Corp. Ltd. |
| Director | Yieh Hsing Enterprise Co., Ltd. Yieh Mau Corp.. Yieh HongEnterprise Co.,Ltd. |
|
| Liang Pyng-Yeong |
Director | Yieh United Steel Corp. Ltd. |
| Huang Ching-Tsung |
Director | Yieh Mau Corp Yeou Yih Steel Co., Ltd. Yieh Hong Enterprise Co., Ltd. Tangeng Iron Works Co., Ltd. |
| Yang Der-Yuan |
Independent Director |
Yieh Hsing Enterprise Co., Ltd. |
- 58 -
X Appendix
Appendix 1
YIEH PHUI ENTERPRISE CO., LTD. Corporate Charter
Chapter 1 General Rules
-
Article 1: The Company was organized pursuant to the limited corporation
-
provisions of the Company Act and the English named as “Yieh Phui Enterprise Co., Ltd.”
-
Article 2: The Company’s business services are as follows:
-
A102080 Horticulture
-
C801010 Basic Industrial Chemical Manufacturing
-
C901990 Other Non-metallic Mineral Products Manufacturing
-
CA01010 Iron and Steel Refining
-
CA01020 Iron and Steel Rolls over Extends and Crowding
-
CA01030 Iron and Steel Casting
-
CA01050 Iron and Steel Rolling, Drawing, and Extruding
-
CA01060 Steel Wires and Cables Manufacturing
-
CA02010 Metal Architectural Components Manufacturing
-
CA02090 Metal line Products Manufacturing
-
CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified
-
CA04010 Metal Surface Treating
-
CB01010 Machinery and Equipment Manufacturing
-
CB01990 Other Machinery Manufacturing Not Elsewhere Classified
-
CC01080 Electronic Parts and Components Manufacturing
-
CD01030 Automobiles and Parts Manufacturing
-
CD01040 Motor Vehicles and Parts Manufacturing
-
F101100 Wholesale of Flowers
-
F106010 Wholesale of Ironware
-
F111090 Wholesale of Building Materials
-
F113010 Wholesale of Machinery
-
F114030 Wholesale of Motor Vehicle Parts and Supplies
-
F199990 Other Wholesale Trade
-
F201070 Retail sale of Flowers
-
F206010 Retail Sale of Ironware
-
F211010 Retail Sale of Building Materials
-
F213080 Retail Sale of Machinery and Equipment
-
F214030 Retail Sale of Motor Vehicle Parts and Supplies
-
F299990 Retail Sale of Other Retail Trade Not Elsewhere Classified
-
F401010 International Trade
-
E103011 Steel Construction
-
H701010 Residence and Buildings Lease Construction and Development
- 59 -
-
H701040 Specialized Field Construction and Development
-
H701060 New County and Community Construction and Investment
-
H703090 Real Estate Commerce
-
H703100 Real Estate Rental and Leasing
-
JE01010 Rental and Leasing Business
-
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
Energy Technical Services
-
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
- 60 -
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
- 61 -
registry and proxies.
Chapter 4 Directors
- Article 18: The Company is with 6~7 directors appointed by a nomination system. They are elected among the competent shareholders in the shareholders meeting in accordance with Article 198 of the Company Act. Directors and supervisors are appointed for a term of 3-year and can be appointed for the 2[nd] term. Also, the minimum shareholding ratio of the directors shall comply with the requirements of the securities competent authorities.
A majority of the Company’s directors should not be in any of the following relationships:
-
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 third of the total number of directors. The professional qualifications of the independent directors, shareholdings, part-time job constraints, the nomination and election methods, and other binding matters should be handled in accordance with the relevant requirements of the securities competent authorities.
-
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
- 62 -
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.
- 63 -
-
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:
-
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:
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Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%.
-
4.Dividend distribution, depending on the profitability, is proposed by the Board of Directors in accordance with the provisions stated in the preceding paragraph in the general shareholders meeting for resolutions.
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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
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Article 32: The Company may conduct external guarantee business.
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Article 33: The Company’s organizational procedures and work rules are to be regulated separately by the Board of Directors.
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Article 34: The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and other laws and regulations.
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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.
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Article 36: The Forty-five amendment was made on June 21, 2023
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Appendix 2
YIEH PHUI ENTERPRISE CO., LTD. Regulations Governing the Election of Directors
| 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. | ||
| 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 |
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shareholder status to perform the respective duties of vote monitoring and counting personnel.
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Article 7: The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
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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.
-
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.
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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.
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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.
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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.
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Appendix 3
YIEH PHUI ENTERPRISE CO., LTD. Rules of Procedure for Shareholders Meetings
Amended on 06.20.2024
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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.
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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
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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.
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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
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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.
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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
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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.
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Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot
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be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting. D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out. 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 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
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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.
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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.
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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.
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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
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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.
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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.
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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
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reserved until the end of the legal proceedings that is filed by shareholders in accordance with Article 189 of the Company Law.
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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.
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During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented
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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.
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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.
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Article 19 (Location of the chair and secretary of virtual-only shareholders meeting)
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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
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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.
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Article 21 (Handling of digital divide)
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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.
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Article 22: The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.
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Appendix 4
Yieh Phui Enterprise Co., Ltd
The Table of the Stock Holding of the Directors
- The Statement for the Minimum Required Holding for All Directors and Those on the Registry.
| Title | The shares required | The shares registere |
|---|---|---|
| Directors | 47,021,213 | 88,283,531 |
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 20, 2025 (book closure date for 2025 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 |
66,263,461 | 3.38% |
2022/6/23~ 2025/6/22 |
| Director | Kuo Chiao Investment & Development Co., Ltd. Representative:Wu Lin- Maw |
66,263,461 | 3.38% |
2022/6/23~ 2025/6/22 |
| Director | Chia Yuan Investment & Development Co., Ltd. Representative:Liang, Pyng - Yeong |
22,020,070 | 1.12% |
2022/6/23~ 2025/6/22 |
| Director | Chia Yuan Investment & Development Co., Ltd. Representative:Huang, Ching-Tsung |
22,020,070 | 1.12% |
2022/6/23~ 2025/6/22 |
| Independen t Director |
Yang, Der-Yuan | 0 | 0.00% | 2022/6/23~ 2025/6/22 |
| Independen t Director |
Chang, Wen-Yi | 0 | 0.00% | 2022/6/23~ 2025/6/22 |
| Independen t Director |
Lee, Chung-Wei | 963 | 0.00% | 2022/6/23~ 2025/6/22 |
| Total(Excluding independent directors) | 88,283,531 |
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