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YP — AGM Information 2026
May 21, 2026
51950_rns_2026-05-21_e3fe77cb-3aad-4c8f-bc25-96dac6febcec.pdf
AGM Information
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Code: 2023
VRE
慷輝企業股份有限公司
YIEH PHUI ENTERPRISE CO., LTD.
2026 Shareholders' Meeting
Program
Web site : http://mops.twse.com.tw
Type of Meeting : Physical Meeting
Time : June 25, 2026
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 2026 Stockholders’ Meeting
Time: 9:30 AM, June 25, 2026
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. Extempore Motions
7. Adjournment
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Yieh Phui Enterprise Co., Ltd
Program for 2026 Stockholders' Meeting
I. Chairperson Remarks :
II. Company Report :
1. The report of the operation of 2025.
2. The Auditing Committee audits the final financial statement of 2025.
3. The report on the execution of the share buyback.
4. The report on Directors' Remuneration of 2025.
III. Matters for Approval :
1. Approve the final financial statement for 2025.
2. Approve the company's loss appropriation for 2025.
IV. Extempore Motions
V. Adjournment
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- 3 -
Contents
I. The Procedures and the Agenda ... - 1 -
II. Company Report ... - 3 -
1. The report of the operation of 2025 ... - 3 -
2. The Auditing Committee Audits the Final Financial Statement of 2025 ... - 32 -
3. The report on the execution of the share buyback ... - 33 -
4. The report on Directors' Remuneration of 2025 ... - 34 -
III. Matters for Approval ... - 34 -
1. Approve the final financial statements for 2025 ... - 34 -
2. Approve the company's loss appropriation for 2025 ... - 35 -
IV. Extempore Motions ... - 35 -
V. Adjournment ... - 35 -
VI. Annex ... - 36 -
Annex 1 Directors' Remuneration of 2025 ... - 36 -
VII. Appendix ... - 38 -
Appendix 1 Corporate Charter ... - 38 -
Appendix 2 Rules of Procedure for Shareholders Meetings ... - 45 -
Appendix 3 The Table of the Stock Holdings of the Directors ... - 59 -
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II Company Report
1. The report of the operation of 2025
Comparing 2025 with 2024, Yieh Phui's sales volume decreased by 7.59%, and revenue decreased by NT$4.736 billion (-18.55%). Yieh Phui (China)'s sales volume increased 8.39% compared to the previous year. However, due to exchange rate fluctuations, revenue decreased by NT$28 million (-0.09%) after conversion into NT dollars. The sales volume of Yieh Hsing decreased 20.95% compared to the previous year and the decreased in revenue is NT$1.617 billion (-23.43%). Overall, the consolidated revenue is NT$67.557 billion, a decrease of 8.68% compared to the previous year of NT$73.982 billion. The consolidated net income after tax is - NT$4.024 billion, a reduction of 1.970 billion of the previous year, of which -NT$3.541 billion is for the mother company, comparing with the previous year of net profit after tax -NT$1.596 billion a reduction of 1.945 billion.
(1). The Performance of Business Plan :
Consolidated Information of Financial Statements
Unit NT$ in (000)
| Item | Year | 2025 | 2024 | Changes | Changes% |
|---|---|---|---|---|---|
| Operaiton Revenue | 67,557,599 | 73,981,747 | -6,424,148 | -8.68% | |
| Operaiton Costs | 61,972,812 | 68,074,641 | -6,101,829 | -8.96% | |
| Operaiton Gross Profit(Loss) | 5,584,787 | 5,907,106 | -322,319 | -5.46% | |
| Operaiton Expenses | 5,529,878 | 5,566,674 | -36,796 | -0.66% | |
| Operaiton Net Profit(Loss) | 54,909 | 340,432 | -285,523 | -83.87% | |
| Non-operation Revenue and Expenses | -3,942,546 | -2,414,122 | -1,528,424 | 63.31% | |
| Net Profit (Loss) before Tax | -3,887,637 | -2,073,690 | -1,813,947 | 87.47% | |
| Income Tax Expenses | -136,930 | 19,527 | -156,457 | -801.23% | |
| Net Profit (Loss) after Tax | -4,024,567 | -2,054,163 | -1,970,404 | 95.92% | |
| Other Comprehensive Income (net) | -309,100 | 792,577 | -1,101,677 | -139.00% | |
| Total Amount of Comprehensive Income in this Term | -4,333,667 | -1,261,586 | -3,072,081 | 243.51% | |
| Net Profit that Belongs to the Owner of the Parent Company | -3,540,996 | -1,596,120 | -1,944,876 | 121.85% | |
| Net Profit that Belongs to the Non-controlling equity | -483,571 | -458,043 | -25,528 | 5.57% | |
| Total Amount of Comprehensive Income that Belongs to the Owner of the Parent Company | -3,831,615 | -815,932 | -3,015,683 | 369.60% | |
| Total Amount of Comprehensive Income that Belongs to the Non-controlling equity | -502,052 | -445,654 | -56,398 | 12.66% |
Financial Information of Company
| Item | Year | 2025 | 2024 | Changes | Changes % |
|---|---|---|---|---|---|
| Operaiton Revenue | 20,789,358 | 25,525,473 | -4,736,115 | -18.55% | |
| Operaiton Costs | 19,891,379 | 22,944,356 | -3,052,977 | -13.31% | |
| Operaiton Gross Profit(Loss) | 897,979 | 2,581,117 | -1,683,138 | -65.21% | |
| Operaiton Expenses | 1,522,735 | 1,824,002 | -301,267 | -16.52% | |
| Operaiton Net Profit(Loss) | -624,756 | 757,115 | -1,381,871 | -182.52% | |
| Non-operation Revenue and Expenses | -2,897,903 | -2,475,337 | -422,566 | 17.07% | |
| Net Profit (Loss) before Tax | -3,522,659 | -1,718,222 | -1,804,437 | 105.02% | |
| Income Tax Expenses | -18,337 | 122,102 | -140,439 | -115.02% | |
| Net Profit (Loss) after Tax | -3,540,996 | -1,596,120 | -1,944,876 | 121.85% |
(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 2026.
(3). Analysis of the Revenue/Expenditure and Profitability :
Consolidated Financial Report Information
| Item | 2024 | 2024 |
|---|---|---|
| Net cash inflow of operation activities (thousand dollars) | 2,692,353 | 2,605,121 |
| Equity/Assets (%) | 33.26 | 38.81 |
| Liabilities/Assets (%) | 66.74 | 61.19 |
| Long-term Funds accounting for the ratio of real estates, plants and equipments (%) | 168.04 | 161.08 |
| Current ratio (%) | 95.55 | 93.70 |
| Quick ratio (%) | 52.71 | 54.30 |
| Return on assets (%) | -2.55 | -0.50 |
| Return on equity (%) | -11.11 | -5.09 |
| Net profit margin (%) | -5.96 | -2.78 |
| Earnings per share (dollar) | -1.85 | -0.81 |
| Number of shares by the end of the year (share) | 1,903,240,214 | 1,974,217,214 |
Financial Information of Company
| Item | 2025 | 2024 |
|---|---|---|
| Net cash inflow of operation activities (thousand dollars) | -125,616 | 1,565,437 |
| Equity/Assets (%) | 59.16 | 68.20 |
| Liabilities/Assets (%) | 40.84 | 31.80 |
| Long-term Funds accounting for the ratio of real estates, plants and equipments (%) | 766.97 | 727.74 |
| Current ratio (%) | 73.93 | 74.95 |
| Quick ratio (%) | 39.85 | 40.10 |
| Return on assets (%) | -5.67 | -2.20 |
| Return on equity (%) | -9.94 | -4.06 |
| Net profit margin (%) | -17.03 | -6.25 |
| Earnings per share (dollar) | -1.85 | -0.81 |
| Number of shares by the end of the year (share) | 1,903,240,214 | 1,974,217,214 |
(4). Research and Development
Guided by the vision of "Creating Value Through Service, Leading the World Through Innovation," the Company focuses its R&D efforts on environmental protection, sustainability, and recycling, striving to build a low-carbon steel ecosystem. We actively increase the proportion of electric arc furnace steelmaking and use more processed steel materials. In June 2024, we became the first in the industry to obtain RC60, RC85, and RC90 recycled material product certifications. In May 2024, we also obtained Environmental Product Declarations (EPDs) for all products, becoming the first steel manufacturer in Taiwan to receive international certification for all products. These achievements not only demonstrate our leadership in low-carbon technologies but also successfully integrate us into the green supply chains of the ICT industry and global leading enterprises, strengthening our international competitiveness.
In terms of product applications and market expansion, the MAXITRA® zinc-aluminum- magnesium steel is owned by Yieh Phui, a product meeting high-performance requirements, able to offer outstanding corrosion resistance and long service life, providing the market with high value-added, environmentally friendly solutions. Through the dual-track development of low-carbon steel products and innovative technologies, Yieh Phui continues to enhance competitiveness in the international green supply chain, advance steel product characteristics, demonstrate leadership and achievements in the steel industry, expand application, and realize renewables, environmental protection, and innovation within the steel sector.
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 enhance carbon reduction competitiveness, and further increase company profitability. In 2022, the production of low-carbon steel products exceeded 15,000 tons.
On the aspect of cutting-edge technology, Yieh Phui assists BSMI on setting CNS 16166 "hot-dip Zn-Al-Mg alloy steel sheet and coil" standard and posted on August 8, 2022. Yieh Phui Zn-Al-Mg steel sheets-PhuzerMax conform to this CNS regulation and can be used for all sorts of rigorous environment with domestic/foreign order over 30,000 tons in 2022.
2023 Yieh Phui developed the recycling of 85% low carbon steel and get accredited for 3C electronics factory stamping/forming. In the future Yieh Phui plans to get certified for the recycling of UL 2809 to get ahead of the market. Compliance with the European Environmental Directive (RoHS) achieved, Yieh Phui has developed outdoor building material of coated steel products, conforming to the environment regulation of Europe. The sale in 2023 is 200 tons. It will reach 5,000 tons annually.
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.
2025 Yieh Phui started mass production of MAXITRA® high-magnesium zinc-aluminum-magnesium coated steel, increasing magnesium content in the coating and combining it with high-performance surface treatment chemicals to significantly enhance corrosion resistance and weather durability. This effectively extends product service life and makes it suitable for harsh corrosive environments. In 2025, the sales of MAXITRA® steel exceeded 80,000 tons, making it the most important niche product.
B. R&D of Production Process
The Company continues its proactive and rapid R&D approach while integrating sustainability management and carbon reduction considerations. Yieh Phui actively promotes supply chain integration by collaborating with upstream electric arc furnace and hot-rolled steel mills to develop high-recycled-content steel materials. We also work with surface treatment and coating suppliers to develop multiple application combinations and
multifunctional new products for outdoor eco-friendly coated and painted steel products. In addition, we have established a green supply chain system with distributors and forming plants, enabling new products to quickly meet market expectations.
In 2025, RoHS-compliant coated and painted steel orders exceeded 196,000 tons, accounting for approximately 30% of total product volume. In terms of low-carbon manufacturing, 4,800 tons of highly-recycled materials and low-carbon products were produced in 2025 and successfully entered the supply chains of major 3C manufacturers.
Future product development will focus on enhancing MAXITRA® hot-dip zinc-aluminum-magnesium steel, expanding applications of low-carbon products, developing high-strength structural steel, bio-based surface treatments and coatings, and continuously increasing production of environmentally friendly coated and painted products. Total planned R&D investment is estimated at approximately NT$116 million.
(5). Corporate Strategies for Future Development
To maintain stable growth, Yieh Phui China, a 100% subsidiary of Yieh Phui located in Changshu Economic Development Zone in China, is able to produce Hot-Dip Galvanized, 5% Al-Zn Alloy-Coated, 55% Al-Zn Alloy-Coated, Hot-Dip Zinc-Aluminum-Magnesium Alloy-Coated Steel Coils, and Pre-painted Steel Coils (Color Coated Steel Coils) based on the aforementioned materials. The production is 2.6 million tons in Taiwan and China combined, the largest steel mill of hot-dip surface coating, satisfying the demand of customers for them to one-stop shopping with all sizes and varieties. Yieh Phui is the best in terms of competitiveness and profitability. To deal with the impact and influence of the global economy, geopolitics, carbon tax and green supply chain, Yieh Phui, equipped with dual bases, needs to strengthen its production and sales advantages including :
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.
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.
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
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high-end & high quality products.
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.
E. Confronted with global low carbon competition, Yieh Phui continues to improve equipment, develop low carbon 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.
(6). Impact from competition, legal environment, and overall economy
According to the IMF's Global Economic Outlook released in October 2025, global economic growth is projected at 3.2% for 2025 and 3.1% for 2026. Global inflation is expected to continue easing, with the IMF forecasting a decline from 4.2% in 2025 to 3.5% in 2026. Inflation expectations are expected to continue downward, while the European Central Bank maintains interest rates around 2%, and the pace of the U.S. rate-cut cycle is expected to remain unchanged.
In response to climate change, Taiwan's Ministry of Environment announced updated 2030 Nationally Determined Contribution (NDC) targets in 2024, increasing the carbon reduction target to 28% ±2%. Many countries worldwide have declared net-zero emission goals by 2050, with 151 countries making such commitments. The EU plans to implement CBAM in 2026, while Taiwan has enacted the Climate Change Response Act and a Net-Zero Emissions Roadmap, aiming to establish four major supply chains by 2030 and stimulate NT$4 trillion in private investment. Key investment areas include solar energy, wind power, hydrogen energy, and carbon capture and storage technologies. In alignment with government energy transition policies and the principles of domestic production and appropriate material utilization, the Company will continue to accelerate investment in the development and sales of green energy-related products, striving to stay ahead of the energy transition trend and contribute to the robust growth of Taiwan's green energy industry.
A. The impact of external environment to domestic market :
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.
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. Starting 2026, CBAM has been introduced under the banner of carbon reduction, imposing carbon taxes that will further increase the cost of steel exports to the EU.
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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.
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.
e. The future trajectory of the U.S.-China trade conflict may evolve into broader confrontation encompassing technology and military domains. The Russia-Ukraine war that broke out in February 2022, the U.S. arrest of Venezuelan President Nicolás Maduro in January 2026 and subsequent control of Venezuela's oil resources, heightened military pressure on Iran fueling domestic unrest, and pressure on the EU regarding Greenland governance have all affected political and economic dynamics in the Asia-Pacific region. These factors are expected to influence the economic outlook of mainland China and may further lead to a reallocation of global orders. In response to these developments, Taiwanese firms with manufacturing operations in China have increasingly reshored to Taiwan in recent years to mitigate potential risks, thereby generating positive effects on the domestic market.
B. The impact of external environment to the market of China :
In 2025, mainland China's cumulative crude steel production reached 950 million tons, declining for the second consecutive year under strict government controls on steel output. Looking ahead, policies such as anti-overcapacity measures, carbon neutrality, dual control of energy consumption, and a focus on AI-related industries are expected to continue throughout the 15th Five-Year Plan period. Amid increasingly stringent environmental requirements, rising global trade protectionism, and escalating U.S.-China trade tensions, China is expected to continue reforming its steel industry in 2026 while investing in emerging sectors such as photovoltaics and energy storage to expand domestic demand.
C. The impact of external environment to the export market :
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.
b. The continuing implementation of U.S. Section 232 measures, particularly the imposition of an additional 50% tariff on steel products since June last
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year, has significantly driven up U.S. domestic steel prices and increased customer costs. This has also influenced the EU's plans to implement anti-circumvention measures and continue quota-based steel imports in 2026. During this phase of steel trade protection in Europe and the U.S., customers' willingness to procure imported steel products may decline.
c. The EU's CBAM, which will be formally implemented in 2026 with the levy of carbon tariffs, will have a tangible impact on the Company's exports. This necessitates accelerated efforts in carbon reduction, reducing carbon emissions across upstream raw material and manufacturing stages, avoid high carbon taxes and the willingness for purchases on the market.
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.
e. With inflation continuing to ease and the U.S. Federal Reserve expected to continue rate cuts, global economic recovery is expected to gain further momentum. Worldsteel forecasts indicate that global steel demand will grow by 1.3% in 2026 compared with 2025.
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The Auditing Committee Audits the Final Financial Statement of 2025
Report of the Auditing Committee
Yieh Phui Enterprise Co., Ltd
The board of directors has prepared the 2025 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 2026 the Stockholder's Meeting of Yieh Phui
Chairman of the Auditing Committee: Yang, Der-Yuan
March 6, 2026
3. The report on the execution of the share buyback. Explain:
Unit: NTD
| Share Buyback frequency | The 17th Buyback | The 18th Buyback | The 19th Buyback | The 20th 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 | 2025/06/10~2025/08/09 | 2025/08/12~2025/10/11 | 2025/10/14~2025/12/13 | 2025/11/18~2026/01/17 |
| Buyback price range | NT$13.00 ~ NT$15.80 | NT$13.00 ~ NT$15.50 | NT$13.00 ~ NT$15.50 | NT$13.00 ~ NT$15.50 |
| Designated number of share to buyback | 20,000,000 shares | 15,000,000 shares | 12,000,000 shares | 15,000,000 shares |
| Actual buyback period | 2025/06/10~2025/08/08 | 2025/08/13~2025/10/03 | 2025/10/14~2025/11/17 | 2025/11/18~2026/01/06 |
| Number of shares purchased | 15,236,000 shares | 7,880,000 shares | 12,000,000 shares | 15,000,000 shares |
| Buyback volume | NT$232,241,857 | NT$119,388,184 | NT$177,379,969 | NT$222,512,223 |
| The purchased shares as a percentage of the planned buyback | 76.18% | 52.53% | 100.00% | 100.00% |
| Number of shares have been written off or transfer | 15,236,000 shares | 7,880,000 shares | 12,000,000 shares | 15,000,000 shares |
| Accumulated shareholding | 0 share | 0 share | 0 share | 0 share |
| Accumulated shareholding as a percentage of outstanding shares (%) | 0.00% | 0.00% | 0.00% | 0.00% |
| Reasons for not completing share buyback | To respect the market mechanism and safeguard the interests of the stockholders, Yieh Phui has not fully implemented | To respect the market mechanism and safeguard the interests of the stockholders, Yieh Phui has not fully implemented | Execution completed. | Execution completed. |
| Share Buyback frequency | The 21th Buyback | The 22h Buyback | The 23h 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 |
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| Designated buyback period | 2026/01/07~2026/03/06 | 2026/03/06~2026/05/05 | 2026/04/24~2026/06/23 |
|---|---|---|---|
| Buyback price range | NT$13.00 ~ NT$15.50 | NT$13.00 ~ NT$15.50 | NT$13.00 ~ NT$15.50 |
| Designated number of share to buyback | 15,000,000 shares | 20,000,000 shares | 20,000,000 shares |
| Actual buyback period | 2026/01/09~2026/03/05 | 2026/03/06~2026/04/23 | Note |
| Number of shares purchased | 15,000,000 shares | 20,000,000 shares | |
| Buyback volume | NT$220,636,093 | NT$286,012,342 | |
| The purchased shares as a percentage of the planned buyback | 100.00% | 100.00% | |
| Number of shares have been written off or transfer | 0 shares | 0 shares | |
| Accumulated shareholding | 15,000,000 share | 35,000,000 share | |
| Accumulated shareholding as a percentage of outstanding shares (%) | 0.80% | 1.87% | |
| Reasons for not completing share buyback | Execution completed. | Execution completed. |
Note: The actual execution details of the treasury stock buyback will be presented at the shareholders' meeting.
4. The report on Directors' Remuneration of 2025
Explan: Regarding the director's remuneration of 2025, including the remuneration policy, individual remuneration details, and amounts, please refer to Annex 1 of this agenda handbook.
III Matters for Approval
Proposal 1: Proposed by the board of directors
Brief: Approve the final financial statements for 2025
Explain:
- The 2025 operating report, the individual entity report and consolidated financial statement. Please refer to the program of the meeting.
- The individual entity report and the consolidated financial statement have been done and audited by accounts Kuo, Yi-Ling and Huang, Ling-Wen of
Crowe Horwath (TW)CPAs.
- The above financial statements and operating report has been audited by the Auditing Committee.
- To be approved.
Resolution :
Proposal 2 : Proposed by the board of directors
Brief : Approve the company's loss appropriation for 2025
Explain :
2025 loss appropriation is as the follows:
Yieh Phui Enterprise Co., Ltd
Loss Appropriation
2025
Unit:NT$
Item
Amount
| Accumulated deficit in the beginning of year | 0 | |
|---|---|---|
| Less : | Net income (loss) for 2025 | (3,540,995,920) |
| Add : | Remeasurement on defined benefit plans recognized in retained earnings. | 113,105,884 |
| Less : | Changes in associates and joint ventures accounted for using equity method. | (807,269,345) |
| Less : | Special capital reserve - current period Income from Investment Property. | (227,835,099) |
| Less : | Special reserve reversal- Other equity | (179,281,489) |
| Accumulated Loss for the Current Period. | (4,642,275,969) | |
| Items to be Recovered | ||
| Special reserve - Amount Recognized | 4,642,275,969 | |
| Add : | for Investment Property Measured Using the Fair Value Model | |
| Ending accumulated deficit | 0 |
Resolution:
IV Extempore Motions
V Adjournment
VI Annex
Annex 1
Director's Remuneration Distribution for 2025
Unit: NT$ thousands December 31, 2025
| Title | Name | Remuneration | Sum of Items A, B, C, and D and to NIAT Ratio | Relevant Remuneration Received By Directors Who are Also Employees | Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income | Compensation from ventures other than subsidiaries or from the parent company |
|---|---|---|---|---|---|---|
| Base Compensation (A) | Retirement pension (B) | Directors' Remuneration (C) | Business execution fee (D) | Salary, Bonuses, and Allowances (E) | Retirement Pension (F) | Employee Compensation (G) |
| The Company | All Companies in the Consolidated Financial Statements | The Company | All Companies in the Consolidated Financial Statements | The Company | All Companies in the Consolidated Financial Statements | The Company |
| Chairman | Kuo Chiao Investment & Development Co. Ltd Representative : I-Shou Lin | 4,742 | 4,742 | 0 | 0 | 0 |
| Vice Chairman | Kuo Chiao Investment & Development Co. Ltd Representative : Lin-Maw Wu(Note 1) | 16 | 4,848 | 0 | 0 | 0 |
| Director | Chia Yuan Investment & Development Co., Ltd. Representative : Pyng-Yeong Liang | 0 | 0 | 0 | 0 | 0 |
| Director | Chia Yuan Investment & Development Co., Ltd. Representative : Ching-Tsung Huang | 46 | 229 | 0 | 0 | 0 |
| Independent Director | Der-Yuan Yang | 945 | 1,392 | 0 | 0 | 0 |
| Independent Director | Wen-I Chang (Note 1) | 482 | 929 | 0 | 0 | 0 | 0 | 0 | 144 | 482 -0.01% | 1,073 -0.03% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 482 -0.01% | 1,073 -0.03% | 0 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Director | Shun-Jung Huang (Note 2) | 627 | 627 | 0 | 0 | 0 | 0 | 0 | 0 | 627 -0.02% | 627 -0.02% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 627 -0.02% | 627 -0.02% | 0 |
| Independent Director | Chung-Wei Lee | 1,168 | 1,168 | 0 | 0 | 0 | 0 | 0 | 0 | 1,168 -0.03% | 1,168 -0.03% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,168 -0.03% | 1,168 -0.03% | 0 |
- 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 to the amount of remuneration paid.
I. Independent directors are compensated on a fixed basis, with each receiving NT$58,500 per month, and shall not receive any additional director remuneration as stipulated in Article 30-1 of the Company's Articles of Incorporation.
II. If independent directors serve as members of the board's functional committees, they may additionally receive a monthly transportation allowance.
- 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 parent company consolidated entities /invested enterprises): None
Note 1: Refers to the dismissal upon the comprehensive re-election of the Board of Directors on June 18, 2025.
Note 2: Refers to the appointment upon the comprehensive re-election of the Board of Directors on June 18, 2025.
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VII 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
- H701040 Specialized Field Construction and Development
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H701060 New County and Community Construction and Investment
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- 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 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
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meeting, 30 days prior to the extraordinary shareholders meeting, or 5 days prior to the baseline date announced by the Company for the distribution of dividends, bonuses, and other benefits.
Chapter 3 Shareholders meeting
Article 12: Shareholders meetings include general shareholders meetings and extraordinary shareholders meetings. General shareholders meetings are held once a year and they are to be convened within 6 months after the fiscal year. The Board of Directors will notify all shareholders 30 days in advance. In addition, an extraordinary shareholders meeting will be convened if necessary. The company's shareholders meeting may be held by video conference or other methods announced by the competent authority.
Article 13: Shareholders who are unable to attend a shareholders meeting for valid reasons may issue a proxy provided by the Company with the scope of authorization specified to have the representative attended the meeting on their behalf. Attending shareholders meeting by proxy is to be handled in accordance with Article 25.1 of the Securities and Exchange Act.
Article 14: The Chairman of the Board of Directors is to chair the shareholders meeting. If the Chairman is on leave or unable to exercise powers, the meeting is to be chaired by the individual designated by the Chairman. If there is not an individual designated, one director shall be elected among the directors to chair the meeting.
Article 15: Shareholders of the Company are entitled to one voting right per share except for those without voting right listed in Article 179 of the Company Act.
Article 16: The resolution reached in the shareholders meeting is deemed passed that are with the attendance of the shareholders representing a majority of the total outstanding shares and the consent of the attending shareholders representing a majority of the voting right, unless otherwise provided by the Company Act.
Article 17: The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The Company may have the minutes of meeting in the preceding paragraph distributed by announcement. The minutes of meeting should be prepared in accordance with the year, month, date, place, the Chairman's name, resolution methods, and the gist and result of the proceeding; also, the minutes of meeting should be kept for records at the Company's along with the shareholder's attendance registry and proxies.
Chapter 4 Directors
Article 18: The Company is with 6~7 directors appointed by a nomination system.
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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 2nd 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
- 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 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
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majority of the attending directors, unless otherwise provided by the Company Act. Directors who are unable to attend the meeting for reasons may issue a proxy with the scope of authorization specified to have other director attended the meeting on their behalf; however, it is limited to one person, one proxy.
Article 24: The motions resolved in the board meeting must be documented in the minutes of meeting, which must be signed and sealed by the Chairman and then distributed to all directors within 20 days after the meeting. The gist and result of the proceeding should be documented in the minutes of meeting; also, the minutes of meeting should be kept for records at the Company's along with the shareholder's attendance registry and proxies.
Article 25: Based on Article 14.4 of the Securities and Exchange Act, Yieh-Phui sets up an auditing committee. The committee or its members are to execute the Company Act, Securities and Exchange Act and other regulations that are under the purview of the supervisors.
The board of directors may set up other functionaries and their charters are to be set by the board.
Article 26: The traveling expenses of the directors, the remuneration of the independent directors, and the salaries of the Chairman and Vice Chairman are determined by the Board of Directors in accordance with the relevant standards of the industry and the listed companies. Chairman and Vice Chairman may, based on the Company's payroll provisions, collect other compensations. The Company may purchase liability insurance for all directors.
Chapter 5 Managerial personnel and employees
Article 27: The company has a general managers. Their commission, decommission and remuneration all follow Item 29 of the Corporation Law.
Article 28: The Company by the resolutions of the Board of Directors may hire consultants or important staff.
Article 29: The appointment and dismissal of the Company's other employees is to be handled in accordance with the Company's Management Regulations.
Chapter 6 Final accounts
Article 30: At the end of the accounting year, the board of directors has to get the following statements ready to be approved by the auditing committee and the board of directors, then to be ratified by the stockholder's meeting.
- Operation Statement
- Financial Statement
- Dividend declaration or Statements of deficit compensated
Article 30.1: An appropriate amount equivalent to 0.2% of the annual earnings (the so-called earnings refer to the net income before tax and refer to the profit before deducting remuneration to employees, directors, if any, as remuneration to employees with more than 60% of this amount
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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:
- 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.
- Types of dividends:
Assess capital needs in accordance with the expansion planning and profitability. In general, stock dividend is distributed in order to retain the necessary funds. Cash dividend, depending on the profitability, amounts to 20-100% of the total dividends distributed while stock dividend amounts to 0-80%.
-
Dividend distribution, depending on the profitability, is proposed by the
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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
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Appendix 2
YIEH PHUI ENTERPRISE CO., LTD.
Rules of Procedure for Shareholders Meetings
Amended on 06.20.2024
Article 1 The Company's shareholder meeting is subject to the Rules of Procedure for Shareholder Meetings, unless otherwise provided by the applicable laws and regulations and the Company's Articles of Incorporation.
Article 2 (Convening shareholder meeting and meeting notice)
The Company's shareholders meeting shall be convened by the Board of Directors, unless otherwise provided by law and regulation. Except for other regulations by Regulations Governing the Administration of Shareholder Services of Public Companies, the stockholders' meeting done via video must be specified by the corporate charter and such meetings must be approved by the board of directors with 2/3 majority and half of them present.
Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.
The Company shall have the cause of action and descriptive information for each motion, including the shareholders meeting notice, proxy, case for acknowledgement and discussion, election or dismissal of directors made into an electronic file and posted on the Market Observation Post System (MOPS) thirty days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting. It shall also have the shareholders meeting agenda handbook and supplemental information made into an electronic file and posted on the MOPS twenty-one days prior to the general shareholders meeting or fifteen days prior to the extraordinary shareholders meeting.
If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. The shareholders meeting agenda handbook and supplemental information should be made available fifteen days prior to the shareholders meeting and available to shareholders at any time upon request and on display at the Company and the Shareholder Service Office. In addition, it should be distributed to the shareholders at the meeting.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
- For physical shareholders meetings, to be distributed on-site at the meeting.
- For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
- For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.
The meeting notice and announcement should be prepared with the reasons for convening the meeting stated. The meeting notice and announcement can be prepared in an electronic form with the consent of the counterparties.
The election or dismissal of directors, change in the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the company's dissolution, merger, segmentation, or the matters stated in Article 185 Paragraph 1 of the Company Act, matters concerning Item 1 of Article 26 and Article 43 Item 6 of Securities and Exchange Act and Regulations Governing the Offering and Issuance of Securities by Securities Issuers Item 1 of Article 56 and Item 2 of Article 60, must be itemized and explain the main themes, not to be proposed via extempore motion.
If convening the stockholders' meeting has stated the re-election of directors with the date to take up the post, after the election is done then the date to take up the post cannot be changed with extempore motion or any other measures.
Shareholders who have held more than 1% of the total outstanding shares may propose motions in writing to the Company's shareholders meeting. However, they are limited to one motion and the remaining proposed motions will not be included for discussion. The Board of Directors may not have the motions proposed by shareholders that are subject to Article 172.1 Paragraph 4 of the Company Law included for discussion. Stockholders may propose matters that may encourage the company to promote public benefits or social responsibility. Based on the procedural regulation of Item 1 of Article 172 of the Company Act, the number of such proposals is limited to one. The rest of them will not be discussed.
The Company is to have the accepting shareholder's proposal, the acceptance place, and acceptance time announced prior to the stock cut-off date before convening the shareholders meeting. In addition, the acceptance period shall not be less than ten days.
The motion proposed by shareholders is limited to 300 words and the remaining text of the motions will not be included for discussion. The motion-proposing shareholders shall attend the general shareholders meeting in person or by proxy; also, shall get involved in the discussion of the motion.
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The Company shall have the motion proposing shareholders informed with the handling results prior to the shareholders meeting notice date. In addition, the motion complies with the requirements of this Article are listed in the meeting notice. The Board of Directors shall give reasons for the proposed motions that are not included for discussion in the shareholders meeting.
Article 3 Shareholders may attend the meeting by the representative each time with the scope of authorization stated in the proxy provided by the Company.
Each shareholder is entitled to have one proxy issue for one representative designated only. In addition, the proxy must be delivered to the Company five days before the shareholders meeting. For the proxy issued in duplication, the first delivery shall prevail, unless the first delivered proxy is revoked by declarations.
If the shareholders after the delivery of proxy to the Company decide to attend the shareholders meeting in person or to exercise voting rights in writing or by electronic means, shall have the Company notified in writing to have the proxy revoked two days prior to the shareholders meeting. For any delay in revoking the proxy, the voting right of the representative by proxy shall prevail.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail
Article 4 (The principle of convening shareholders meeting place and time) Shareholders meetings shall be convened at the Company's premise or at the location that is convenient and suitable for shareholders' attending; also, the meeting shall not be started before 9:00am or after 3:00pm. The opinions of the independent directors, if any, should be fully considered in determining the meeting place and time. The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.
Article 5 (placement of attendance registry) This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention. The shareholders meeting reporting time referred to in the preceding paragraph shall be 30 minutes prior to the meeting started. There should be clear signs at the reporting place with adequate staff assigned to handle the process. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts.
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Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend the meeting with the attendance certificate, attendance registry card, or other documents presented. The Company shall not arbitrarily demand shareholders to produce additional identification documents for attending the shareholders meeting. The proxy solicitors shall have their identity documents ready for verification.
The Company should have the attendance registry ready for the signature of the attending shareholders, or the attending shareholders shall submit the attendance registry card instead.
The Company shall have the agenda handbook, annual reports, attendance certificate, statement slip, votes, and other conference materials delivered to the attending shareholders. In addition, for the election of directors, if any, the electoral ballots should be enclosed.
The government agency or legal person that is a shareholder may have more than one representative assigned to attend the shareholders meeting. The legal person that is delegated to attend the shareholders may have only one representative assigned to attend the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article 5-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)
To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:
- How shareholders attend the virtual meeting and exercise their rights.
- Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
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C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
- To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified. Except for the regulation of Article 44-9 item 6, the company has to offer necessary equipment and assistance to stockholders, specifying the time for application and other related rules.
Article 6 (Shareholders meeting presiding chairman and attending staff)
The Chairman of the Board of Directors shall chair the shareholders meeting when the Board of Directors convenes it. If the Chairman is on leave or unable to exercise powers; the meeting is to be chaired by the Vice Chairman. If there is no Vice Chairman appointed, the Vice Chairman is also on leave, or unable to exercise powers, the Chairman is to have one general director designated to exercise powers. If there is not any general director appointed, one director shall be designated to chair the meeting. If the Chairman does not have a representative designated to exercise power, the representative is to be elected among the general directors or directors.
The power of the Chairman referred to in the preceding paragraph exercised by the general directors or directors that must be someone who has served for more than six months and understands the Company's financial condition and business operation. The same applies for the Chairman who is the representative of the director that is a legal person.
The shareholders meeting convened by the Board of Directors should be chaired by the Chairman in person and attended by a majority of the board directors (at least one independent director present) and the chair of the auditing committee showing up in person and at least one delegate from each functional committee; also, the attendance should be documented in the minutes of the meeting.
For the shareholders meeting convened by other than the Board of Directors, the convener shall chair the meeting. If there are more
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than two conveners, one of the conveners should be elected to chair the meeting.
The Company may appoint the contracted attorney, CPA, or the related personnel to attend the shareholders meeting.
Article 7 (Shareholders meeting audio or video recording as evidence)
The Company shall have the process of accepting shareholders' reporting to the meeting, the meeting in progress, and vote counting recorded in audio and video uninterruptedly.
The audio and video data stated in the preceding paragraph shall be kept for at least one year. However, the relevant video or audio data must be reserved until the end of the legal proceedings that is filed in accordance with Article 189 of the Company Law.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article 8 The attendance at the shareholders meeting shall be based on the ownership of stock shares. The attending shares are based on the signatures on the attendance registry or the attendance registry card submitted, the shares checked in on the virtual meeting platform and the number of shares used to exercise voting rights in writing or electronically.
The Chairman shall call the meeting to order at the meeting time, and at the same time announces related information on non-voting shares and the number of shares present.
However, the Chairman may announce to have the meeting postponed if there is without the attendance of the shareholders representing a majority of the outstanding stock shares, which is limited to two postpones and for a total time of less than one hour. If there remains insufficient attendance of the shareholders representing one third of the outstanding stock shares after two postponements, the Chairman may have the shareholders meeting reconvened. If there remains insufficient attendance of the shareholders but with more than one third of the outstanding stock shares after two postpones, a pseudo-resolution can be reached in accordance with Article 175 Paragraph 1 of the Company Law; also,
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the pseudo-resolution should be forwarded to shareholders with a meeting to be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 5.
If the attending shareholders represent a majority of the outstanding stock shares before the end of the meeting, the Chairman may have the pseudo-resolution proposed to be resolved in the shareholders meeting in accordance with Article 174 of the Company Law.
Article 9 (Motion discussion)
The Chairman of the Board of Directors shall determine the agenda of the shareholders meeting convened by the Board of Directors. all relevant proposals, including extempore motion and revision of original agenda, must be determined by vote, The shareholders meeting should be conducted in accordance with the scheduled agenda and may not be changed without a resolution reached in the shareholders meeting.
For the shareholders meeting convened by other than the Board of Directors, the provisions of the preceding paragraph shall apply mutatis mutandis.
The Chairman may not have the meeting adjourned discretionally before the meeting agenda in the preceding two paragraphs completed with all motions discussed. For the violation of the Chairman against the Rules of Procedure for Shareholder Meetings by having the meeting adjourned discretionally, the other board directors shall promptly assist the attending shareholders to elect a Chairman to continue the meeting in accordance with the legal procedures and with the consent of the attending shareholders representing a majority of the voting rights.
The Chairman should give the amendments and motions proposed by shareholders an opportunity for full explanation and discussion; also, the Chairman who believes that the motion in discussion is ready for voting may announce to stop discussion and start voting, there has to be sufficient time for casting ballot
Article 10 (Shareholders' statement)
Shareholders who wish to speak in the meeting shall fill out the statement slip with the gist of the statement, shareholders account number (or attendance certificate number), and account name detailed in advance for the Chairman to determine the sequence of speakers.
Shareholders who have submitted statement slips but do not speak in the meeting are considered as having made no statement. For any discrepancy found between the opinions given in the meeting and the statement slip submitted, the opinions given in the meeting shall prevail.
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Shareholders may not comment twice on the same motion without the consent of the Chairman and may not be for more than five minutes each time. However, The Chairman may instruct shareholders to stop speaking if they have spoken outside the scope of the motion.
The other shareholders unless with the consent of the Chairman and the speaking shareholder may not interrupt the speech of the shareholder. In addition, the Chairman will stop the violators.
If the institutional shareholders have two or more representatives delegated to attend the meeting, only one of the representatives may speak on the same motion.
The Chairman may have the questions raised by the attending shareholders replied personally or by the designated personnel.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 11 Calculation of the voting shares and recusal system)
The count of the votes casted in the shareholders meeting shall base on the ownership of stock shares.
For the count of the votes casted in the shareholders meeting, the shares held by the shareholders without voting rights will not be included for the calculation of the total outstanding stock shares.
The shareholders who are the stakeholders of the motion in discussion that are detrimental to the interests of the Company may not join the voting process and may not exercise voting rights on behalf of other shareholders.
The stock shares without voting rights stated in the preceding paragraph may not be included in the number of voting rights of the attending shareholders.
Except for the trust agencies or the stock service agencies authorized by the securities competent authorities, the voting rights by proxy of the representative designated by two or more shareholders may not exceed $3\%$ of the total outstanding stock shares. In addition, the voting rights exceeding the threshold will not be counted.
Article 12 Shareholders are entitled to one voting right per share except for those subject to restrictions or those without voting right listed in Article 179 Paragraph 2 of the Company Law.
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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 intention 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 intention expressed, the voting right exercised in writing or in an electronic mean shall prevail. If the voting rights are exercised in writing or by electronic means; also, proxy is issued for the representative to attend the shareholders meeting, the voting rights exercised by proxy shall prevail.
The motion voted in the shareholders meeting is deemed as passed with the consent of a majority of the attending shareholders, unless otherwise provided by the Company Law and the Company's Articles of Incorporation. In terms of voting, the Chairman or the designee shall announce the total number of voting rights of the attending shareholders for each motion proposed.
If all motions are voted by shareholders on a case-by-case basis, the results of shareholder approval, objection, and waiver should be posted on the Market Observation Post System (MOPS) in the shareholders meeting date.
The amendment or substitute of the same motion, if any, is to be merged into the original motion by the Chairman for determining the voting priority. However, if one of the motions is passed, the other motions shall be deemed as vetoed without the need of further voting.
The scrutineers and counting personnel that are needed for voting on a motion are to be designated by the Chairman; however, the said scrutineers must be appointed among the shareholders.
The votes casted in the shareholders meeting or the vote count of an election should be held at the venue open to the attendees. In
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addition, the vote count result should be announced at the scene, including the number of voting rights and with the records kept.
When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 5 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 13 (Election matters)
The election of directors in the shareholders meeting, if any, should be handled in accordance with the election regulations defined by the Company; also, the election result should be announced at the scene, including the list of the elected directors and the respective elected voting rights and the listed of director losing the election and the number of shared voted for them.
The electoral ballots of the election matters in the preceding paragraph should be sealed and signed by the scrutineers and properly safeguarded for at least one year. However, it must be reserved until the end of the legal proceedings that is filed by shareholders in accordance with Article 189 of the Company Law.
Article 14
The resolutions reached in the shareholders meeting must be documented in the minutes of meeting, which must be signed or sealed by the Chairman and then distributed to all shareholders within 20 days after the meeting. The production and distribution of the minutes of meeting can be handled electronically.
The Company may have the minutes of meeting in the preceding paragraph distributed by posting it on the Marketing Observation Post System (MOPS).
The minutes of meeting should be prepared in accordance with the
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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 directors and supervisors, the shares must be recorded for each candidate .and the gist and result of the proceeding throughout the duration of the Company and should be kept for records permanently.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online
Article 15 (Public announcement)
The statistic reports of the number of shares solicited by the solicitors, the number of shares by proxy and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, that is prepared in accordance with the specific format should be disclosed at the scene of the meeting.
In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
For the matters resolved in the shareholders meeting that are defined as material information in accordance with the governing law and regulations and stock competent authorities, the Company shall, within the specified time, have the relevant contents posted on the Market Observation Post System (MOPS).
Article 16 (The maintenance and order of meeting venue)
The shareholders meeting staffs shall wear identification card or armbands.
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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 continually before the end of the meeting with all scheduled motions discussed, a resolution can be reached in the shareholders meeting to find another venue for the meeting to be held continuously.
The shareholders meeting may resolve to have the meeting postponed or continued within 5 days in accordance with Article 182 of the Company Law.
Article 18 (Disclosure of information at virtual meetings)
In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 19 (Location of the chair and secretary of virtual-only shareholders meeting)
When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 20 (Handling of disconnection)
In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the
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Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services
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of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
Article 21 (Handling of digital divide)
When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
Article 22: The Rules, Governing the Conduct of Shareholders Meetings, are implemented after they are resolved in the shareholders meeting and so is the amendment.
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Appendix 3
Yieh Phui Enterprise Co., Ltd
The Table of the Stock Holding of the Directors
- The Statement for the Minimum Required Holding for All Directors and Those on the Registry.
| Title | The shares required | The shares registere |
|---|---|---|
| Directors | 45,029,765 | 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 27, 2026 (book closure date for 2026 AGM)
| Identity | Name or Name or Legal Institution | Shares Recorded in Shareholders' Registry | Shareholding ratio | Term |
|---|---|---|---|---|
| Chairman | Kuo Chiao Investment & Development Co., Ltd. Representative : Lin, I-Shou | 66,263,461 | 3.53% | 2025/6/18~2028/6/17 |
| Director | Chia Yuan Investment & Development Co., Ltd. Representative : Liang, Pyng - Yeong | 22,020,070 | 1.17% | 2025/6/18~2028/6/17 |
| Director | Chia Yuan Investment & Development Co., Ltd. Representative : Huang, Ching-Tsung | 22,020,070 | 1.17% | 2025/6/18~2028/6/17 |
| Independent Director | Huang, Shun-Jung | 0 | 0.00% | 2025/6/18~2028/6/17 |
| Independent Director | Yang, Der-Yuan | 0 | 0.00% | 2025/6/18~2028/6/17 |
| Independent Director | Lee, Chung-Wei | 963 | 0.00% | 2025/6/18~2028/6/17~ |
| Total (Excluding independent directors) | 88,283,531 |