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YP Annual Report 2022

Jul 3, 2023

51950_rns_2023-07-03_9d98fa37-b617-412b-b793-b2c40fcfa788.pdf

Annual Report

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Stock Code: 2023

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ANNUAL REPORT 2022

Information declaration: http://sii.twse.com.tw Open information website: http://mops.twse.com.tw Corporate Website: https:// www.yiehphui.com.tw

Date of Publication: April 30, 2023

I. Names, Titles and Contact Information of the Company's Spokesperson and Deputy Spokesperson:

Spokesperson: Wen-Chung Tien Title: Assistant Vice President Tel: (07) 611-7181 Email: [email protected] Deputy Spokesperson: Mou-Lieh Huang Title: Associate Manager Tel: (07) 611-7181 Email: [email protected]

II. Address and Telephone Number of HQ and Factory:

Head Office: No.369, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.)

Tel: (07) 611-7181

Factory: No.369, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.) (Kaohsiung Plant) Tel: (07) 611-7181

Factory: No.297, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.) (Kaohsiung Plant) Tel: (07) 611-7181

Factory: No.6, Gongye 6th Rd., Pingtung City, Pingtung County 900, Taiwan (R.O.C.) (Pingtung Plant)

Tel: (08) 755-0979

Factory: No.909, Fuxing Rd., Luzhu Dist., Kaohsiung City 821, Taiwan (R.O.C.) (Luzhu Plant) Phone: (07) 697-4428

Factory: No.600, Zhong’an Rd., Yanchao Dist., Kaohsiung City 824, Taiwan (R.O.C.) (Yancao Plant) Phone: (07) 616-3001

III. Name, address, website, and telephone of stock transfer agency:

Name: Shareholder Service Dept., Yieh Phui Enterprise Co., Ltd

Address: 15F., No.30, Beiping E. Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) Company website: www.yiehphui.com.tw Tel: (02) 2395-6780

IV. Contact Information of the Certified Public Accountants for the Latest Financial

Report:

Names of CPAs: Ling-Wen Huang, Shu-Man Tsai Name of Accounting Firm: Crowe Horwath (TW) CPAs Address: 27F., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City 802, Taiwan (R.O.C.) Website: www.crowehorwath.net/tw Tel: (07) 331-2133

V. Overseas Trading Places for Listed Marketable Securities and Ways of Making Inquiries:

Listing location: none Ways for query: none

VI. Company website: www.yiehphui.com.tw

Content

Content
Chapter 1
**Letter to Shareholders……………………………………………….…...1 **
Chapter 2
Company Profile……………………………………………………..…...9
I. Date of Incorporation……………………………………….………………………9
II. Company History……………………………………………………..…..….……. 9
Chapter 3
Corporate Governance Report…………………………………….…....11
I. Organization………………………………………………………….……...11
II. Information on the Directors, President, Vice President, Associate Managers
and Heads of Departments and Branch Offices………………………………..14
III. Compensations to Directors, President and Vice Presidents…………....….…....41
IV. Implementation of Corporate Governance…………………………….….…....49
V. Information on CPA Expenses……………………………..………….……..103
VI. Information on Replacement of CPAs…………….………………………… 103
VII. The Company's Chairman, President, Manager of Finance or Accounting who
has worked in CPA Firms or their Affiliates within the latest Fiscal Year…….…103
VIII. Transfer or Pledge of Equity by the Company's Directors, Executive Officers and
Shareholders with more than 10% of the Company's Shares…….……….…..….104
IX. Information on the Top 10 Shareholders of the Company Who Are Identified as
Related Parties, Spouse or Relative within Second-Degree of Kinship………….107
X. Number of Shares invested by the Company, any of the Company’s Directors,
Supervisors, Executive Officers and Businesses directly or indirectly controlled
by the Company, and Consolidated Percentage of Shareholding….…………....113
Chapter 4
Funding Status……………………………….…………..……..…..…..115
I. Capital and Shares……………………………….………..…………..…….115
(I)
Source of Capital………………….…..…………..…………..…….115
(II)
Structure of Shareholders……………….………..…….………...….118
(III)
Share Distribution………………….…………….………….…...….118
(IV)
List of Major Shareholders……….……………….…………..….….119
(V)
Information on Market Price, Net Worth, Surplus and Dividend per
Share for the Most Recent Two Years….……………………………..120
(VI)
Dividend Policy and Implementation Status………………….…...….121
(VII)
Impact on Business Performance and Earnings Per Share (EPS) of any
Stock Dividend Distribution Proposed or Adopted at the Most Recent
Shareholders’ Meeting…………………………………………...….122
(VIII)
Compensation to Employees and Directors…………….…….…...….122
(IX)
Repurchase of Shares by the Company…………………..….…....….124
II. Issuance of Corporate Bonds………………………………..……….…..….124
III. Issuance of Preferred Shares…………………………………….............….124
IV. Issuance of Global Depository Receipts………………………….……....….124
V. Employee Stock Options…………………………………………….......….........124
VI. Issuance of Employee Stock Options………………………….…....….........124
VII. Issuance of New Shares in Connection with Mergers and Acquisitions…….….124
VIII. Implementation of Capital Utilization Plan…………………….………....….124
Chapter 5
Operational Overview……………………………………..….…..…...125
I. Business Content…………………………………………………..…...…..125
(I)
Scope of Business…………………………………….……….........125
(II)
Industry Overview………………………………………...…..........128
(III)
Technology and R&D Overview……………………….………..…..130
(IV)
Short- and Long-Term Business Development Plans……….....….…..131
II. Market, Production and Sales Overview………………………..….….…….132
(I) Market Analysis…………………………………………….…………….132
(II) Applications and Manufacturing Processes of Main Products……...........….135
(III) Supply of the Main Raw Materials…………………………...…...….…..137
(IV) Information of Customers that Contribute More Than 10% of Total
Purchases/Sales in the Most Recent Two Years…………….......………...….138
(V) Production Volume and Value of the Most Recent Two Years.......………….140
(VI) Sales Volume and Value of the Most Recent Two Years.......………..…….140
III. Employee Information.......…………………………………………….......141
IV. Environmental Protection Expenditure…………………………….….....….142
V. Labor-management Relations…………………………………………...….144
VI Cyber security management………………………………………………..……149
VII. Important Contracts…………………………………….…….……..……..154
Chapter 6
Financial Conditions…………………………….…….…..…........….154
I. Condensed Balance Sheet and Consolidated Income Statement for the Most
Recent Five Years…………………………….………………….…...…...154
II. Financial Analysis for the Most Recent Five Years……………………..……158
III. The Audit Committee's Audit Report of the Most Recent Fiscal Year….….….164
IV. The Most Recent Fiscal Year's Consolidated Financial Statements of the Parent
Company and Its Subsidiaries Audited and Attested by the CPAs.……..….….165
V. Parent Company Only Financial Statement for the Most Recent Fiscal
Year……………………………………………………………..…….….165
VI.
Impact on the Company's Financial Status due to Financial Difficulties
Experienced by the Company and Its Affiliates…………………………..….165
Chapter 7
Review and Analysis of the Company's Financial Position and
Financial Performance, and Listing of Risks ………………………166
I. Financial Status………………………………………………….………...166
II. Financial Performance………………………………….……………...…..166
III. Cash Flow…………………………………………………………………170
IV. Major Capital Expenditures in the Most Recent Fiscal Year and Their Impact
on the Company's Financial Affairs………………………………….…..….171
V. Investment Policies for the Most Recent Fiscal Year, the Main Reasons for the
Profits or Losses Generated thereby, Improvement Plans, and Investment Plans
for the Coming Year………………………………………………...….…..171
VI.
Risk Analysis and Assessment…………………………………………..…172
VII. Other Important Matters…………………………………………..…….…175
Chapter 8
Special Items…………………………………………………..…...….176
I. Information on Affiliated Companies………………………………...…….176
II. Private Placement of Marketable Securities………………………......…….191
III. Holding or Disposal of Company's Shares by Subsidiaries…………….....…191
IV. Other Supplementary Information…………………………….……….…..191
Chapter 9
Events which have Material Impact on Shareholders' Equity or the
Company's Securities as Prescribed in Article 36, Paragraph 3,
Subparagraph 2 of the Securities and Exchange Act, and Have
Occurred from the Most Recent Year to the Printing Date of This
Report…………………………...……………………………..….….191

Chapter 1 Letter to Shareholders To Stockholders:

The pandemic has come to an end in 2023 and inflation has been dealt with by rate increases in Europe and the US. The negative impact of the war between Ukraine and Russia has slowed down. The opening of China and stimulus policy will bring strong demand as companies intend to replenish their inventory. IMF has increased the global economic growth from 2.7% to 2.9% and that of China be 5.2% from 4.4% last year. The case of the US will be from 0.2% to 0.7%. The majority of the countries will be in positive territory.

The supply of steel has been affect by inflation last year. Worldsteel estimated 1.879 billion tons of steel 80 million tons less than 1.958 billion tons in 2021. The prospect is positive this year. In 2022 October Worldsteel predicted that this year will be 1.815 billion tons, a growth of 1%. The mismatch of supply/demand will improve and the worst part is gone.

In 2018 China had reduced 150 million tons steel capacity as designated in thirteenth five-year plan. Last year the steel production was down to 101.3 million tons and the export was 67 million tons, showing that its steel industry is still under reform and the impact of its export decreases. After locking down, the housing, car and infrastructure markets will be strengthened, increasing the demand for steel further.

The most recent prediction by IMF shows that the growth for China is 5.2%, making the share of the global economic growth to that before the pandemic. Though Europe and the US has adopted contractionary policies, the US performed much better in the third and fourth 2022 with no significant cut in consumption. The EU has cut its reliance on energy and the drop in its price, showing the inflation could have peaked. The contraction in the economy could be shallow and limited, avoiding deep recession. The economic growth of China, the US, Europe all turn positive. The prospect of Taiwan will be 2.75%, according to the statistics of Directorate-General of Budget, Accounting and statistics, Executive Yuan.

For 2023 the world will be able to get away from Covid-19, but the inflation and geopolitical issues like Russia-Ukraine war and uncertainty of natural disasters will aggravate the uncertainty of the world economy. Yieh Phui’s action of daring to change, flexibility, innovation to promote dynamic competitiveness will be able to maintain nimbleness and robustness to find the best solution and to create value for a new era.

1. The Operation of 2022

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

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1.The Performance of Business Plan :

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

Year
Item

2022
2021 Changes Changes%
Operaiton Revenue 83,675,863
90,046,653

-6,370,790

-7.07%
Operaiton Costs 74,531,778
79,145,500

-4,613,722

-5.83%
Operaiton Gross
Profit(Loss)
9,144,085
10,901,153

-1,757,068

-16.12%
Operaiton Expenses 6,839,551
5,867,685

971,866

16.56%
Operaiton Net
Profit(Loss)
2,304,534
5,033,468

-2,728,934

-54.22%
Non-operation Revenue
and Expenses
-1,261,669
1,282,880

-2,544,549

-198.35%
Net Profit (Loss) before
Tax
1,042,865
6,316,348

-5,273,483

-83.49%
Income Tax Expenses 520,760
1,095,895

-575,135

-52.48%
Net Profit (Loss) after Tax
522,105

5,220,453

-4,698,348

-90.00%
Other Comprehensive
Income (net)
379,091
-165,741

544,832

-328.72%
Total Amount of
Comprehensive Income in
this Term
901,196
5,054,712

-4,153,516

-82.17%
Net Profit that Belongs to
the Owner of the Parent
Company
809,507
5,202,838

-4,393,331

-84.44%
Net Profit that Belongs to
the Non-controlling equity

-287,402

17,615

-305,017

-1731.58%
Total Amount of
Comprehensive Income
that Belongs to the Owner
of the Parent Company
1,172,642
5,041,747

-3,869,105

-76.74%
Total Amount of
Comprehensive Income
that Belongs to the Non-
controllingequity
-271,446
12,965

-284,411

-2193.68%

2

Financial Information of Company

Year
Item

2022

2021

Changes
Changes%
Operaiton Revenue 33,544,528
36,785,446

-3,240,918

-8.81%
Operaiton Costs 29,703,362
31,340,778

-1,637,416

-5.22%
Operaiton Gross
Profit(Loss)
3,841,166
5,444,668

-1,603,502

-29.45%
Operaiton Expenses 2,017,685
1,825,686

191,999

10.52%
Operaiton Net
Profit(Loss)
1,823,481
3,618,982

-1,795,501

-49.61%
Non-operation
Revenue and
Expenses
-700,839
2,680,489

-3,381,328

-126.15%
Net Profit (Loss)
before Tax
1,122,642
6,299,471

-5,176,829

-82.18%
Income Tax
Expenses
313,135
1,096,633

-783,498

-71.45%
Net Profit (Loss)
after Tax
809,507
5,202,838

-4,393,331

-84.44%
  1. Execution of the Budget: Yieh-Phui has not disclosed financial guidance and is not applicable to the rules on disclosing the execution of the budget for 2022.

  2. Analysis of the Revenue/Expenditure and Profitability:

Consolidated Financial Report Information

Item 2022 202
1
Net cash inflow of operation activities
(thousand dollars)
1,893,901
4,088,100
Equity/Assets (%) 35.20
34.58
Liabilities/Assets (%) 64.80
65.42
Long-term Funds accounting for the ratio of
real estates, plants and equipments (%)
147.94
140.18
Current ratio(%) 108.58
98.02
Quick ratio(%) 59.58
41.11
Return on assets(%) 1.99
7.04
Return on equity (%) 1.59
17.19
Netprofit margin(%) 0.62
5.80
Earningsper share(dollar) 0.41
2.62
Number of shares by the end of the year
(share)
1,985,097,994
1,890,569,518

3

Financial Information of Company

Financial Information of Company
Item 2022 2021
Net cash inflow of operation activities
(thousand dollars)
2,798,163
1,920,658
Equity/Assets (%) 62.25
59.05
Liabilities/Assets (%) 37.75
40.95
Long-term Funds accounting for the ratio of
real estates, plants and equipments (%)
606.89
574.00
Current ratio(%) 105.15
91.72
Quick ratio(%) 59.89
23.40
Return on assets(%) 2.13
11.06
Return on equity (%) 2.57
17.95
Netprofit margin(%) 2.41
14.14
Earningsper share(dollar) 0.41
2.62
Number of shares by the end of the year
(share)
1,985,097,994
1,890,569,518

4.Research and Development

To cope with the impact of green energy, many companies have joined he Climate Group and RE100 (Renewable Energy) advocated by Carbon Disclosure Project (CDP).Such actions increase the demand for RE. The government emphasizes RE as a national focus. On December 28, 2022 National Development Council held a meeting on the transitional goal and action of Taiwan 2050 net zero. To achieve net carbon emission in 2050, there is a 12-item critical strategic action plan, including installing solar power capacity to 31 GW in 2030 (till 2020 the accumulated volume is 9.427 GW). Increasing RE to 60-70% with solar power to 40-80 GW or 70% of RE. As such, the demand for the steel frames of solar panel will increase. The estimated demand for steel will be around 300,000 tons for steel for the ground type of solar power generation.

Since the quality of steel frame varies a lot, to cooperate with the government’s policy on RE, Yieh Phui has offered numerous products to satisfy such needs for the demand. In 2021 Yieh Phui produced Hot-Dip 5%Al-Mg-Zn coated & prepainted 5%Al-Zn coated steel coils (Phuizer SolarKing  ) for forming of solar panel brackets Prepainted steel coils (Phuizer SolarKing  ) to offer local products for solar power generation with timely service of a wide selection of high-strength, high-corrosion-resistant steel. The accumulated sale has reached 180,000 tons, winning wide acclamation by international enterprises and power generators, leading in the market.

1. Major development of products and achievement:

  • 2018 Yieh Phui plans to develop coated steel with anti-microbial plus and anti-fingerprint treatment to be used in ducting and green construction materials in hospitals and luxurious residences

  • 2019 Yieh Phui introduced PVF liquid coated and laminated products in 2019, highly anti-corrosion, anti-climate and easy to process in high end construction market.

  • 2020 To comply with the trend of green energy by the governments around the world, Yieh Phui developed high-strength, high-corrosion-resistant Al-Mg-Zn coated steel, with accumulated sale of 70,000 tons.

  • 2021 Developing Phuizer SolarKing Al-Mg-Zn prepainted steel sheets fitting particularly for C5 and CX caustic conditions and highly efficient anti-virus prepainted steel

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sheets, able to suppress N3H2 and Feline Calicivirus (FCV) has been used in building hospitals, offering advanced, eco-friendly and safe prepainted steel sheets, applicable in medicine and food highly hygienic environment.

  • 2022 With the help of Industrial Technology Research Institute, step by step getting an organization on carbon survey and carbon footprint of products to conform to CBAM and CCA regulations. Also, with upstream electric furnace steel making to increase scrap steel recycling ratio to reduce carbon footprint and carbon tax to enhance profitability. In 2022 the production of low carbon steel is over 15,000 tons. Assisting BSMI on setting CNS 16166 “hot-dip Zn-Al-Mg alloy steel sheet and coil” standard and posted on August 8, 2022. Yieh Phui Zn-Al-Mg steel sheetsPhuzerMax  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.

  • R&D of Production Process (Development of Blue Sea Market)

Yieh Phui has been consistent in active and prompt in R&D and cooperated with surface treatment and paint suppliers in developing multi-combination and multiefficacy new products. Outdoor eco-friendly coated steel products have been developed and completed a supply chain of dealers coupled with formers, seamless satisfying the demand of the market. Yieh Phui has successfully developed ecofriendly surface treatment replacing oil to deal with the defensive tariff of EU. The sale has reached 140,000 tons up to 2020, breaking through the difficult international situation and getting good results. In 2021 high formable, corrosion-resistant, lubricant anti-fingerprint outdoor building steel has won the recognition of customers and the sale has been 12,000 tons. The sale in 2022 increased to 21,000 tons and continues to grow steadily. Cooperating with China Steel Corporation, Yieh Phui produces thin gauge and high-end home appliances coated steel with Electric furnace steelmaking billets, a low carbon approach to increase profitability.

Ⅱ.2022 Business Plan

1.Operation Focus

  1. Yieh Phui has deploy sales force worldwide and flexibly move with the flow of the global economy, much nimbler than the competitors. The company continues to secure the channels and current customers, developing niche market and products. At the same time, the company

  2. Under the trend of appreciation New Taiwan dollar, Yieh Phui has adjusted domestic volume to 35-40%. Such flexibility will facilitate the adjustment of international situation and the mobility toward market goals.

  3. Largest producer of coated steel in Taiwan and will continue to forge and enhance the relationship with customers, serving downstream processors to improve their quality, financial pressure, delay in delivery, exchange rate and other risks, promoting their competitiveness.

  4. Yieh Phui exports 60-65% of its products and depends on the world economy for profits. The rise of global protectionism with Australia, Thailand, Indonesia, Vietnam, the US and EU have all deployed anti-dumping and defensive measure against exports, The situation of Taiwan will be difficult because of the conflicts between the US and China with the concomitant restructuring of the supply chain. Thus, the government needs to expedite the signing of free trade agreement and join CPTPP, helping the vertical integration of the steel industry and reduce its cost.

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2. Expected sales and marketing strategies:

The Company's projected sales for 2023 include galvanized steel sheets at 672,587 tons, pre-painted steel sheets at 229,976 tons, rolled steel coils at 368 tons, steel structure engineering at 23,560 tons, crane equipment 48 units, and others (sale and purchase, OEM, and scraps) at 99,142 tons. The total comes to 1,025,633 tons and 48 units of cranes.

The Company's (consolidated) projected sales for the major products in 2023 include: galvanized steel sheets at 1,404,587 tons, pre-painted steel sheets at 553,976 tons, rolled steel sheets at 300,368 tons, steel structure engineering at 23,560 tons, crane equipment 48 units, wires at 189,650 tons, stainless steel at 62,450 tons, steel pipes at 178,800 tons and, other products at 118,323 tons.

Yieh Phui will maintain the competitive edge on good quality, stable channels, flexible sales, and excellent services. Also, we will deal with the changes in the environment, getting hold of the market to achieve the profitability goals of 2023.

Ⅲ. Corporate Strategies for Future Development

To maintain stable growth, Yieh Phui has finished the fourth expansion in Changshu Economic Development Zone in China. The production is 2.6 million tons Taiwan and China combined, the largest steel mill of hot-dip surface coating. Yieh Phui is able to produce hot-dip galvanized, 5%Al-Zn, 55%Al-Zn, Al-Si coated (YPC) and prepainted steel with the above products. Customers can satisfy their demand in one shop complete with all sizes and varieties. Yieh Phui is the best in terms of competitiveness and profitability. To deal with carbon neutral and RE issues, Yieh Phui needs to strengthen its production and sales advantages Including:

  1. The hot-dip 5%Al-Zn coated, hot-dip 5%Al-Mg-Zn coated and prepainted steel coils produced by Yieh Phui is easy to process and highly corrosion resistant, fitting for frames for solar power generation. Such products are suitable for energy transformation and green energy, matching the needs of the global market.

  2. In recent years, under the dual-production base model formed by Yieh Phui and Yieh Phui (China), the Company has begun to reinforce dual-axis operations through developing export markets outside of China and the niche markets. In response to the environmental trends, we have also been actively developing green steel products, aiming to exceed the competitors in the industry through the blue ocean strategy. In addition to the domestic market of China, Yieh Phui (China) pays attention to the ASEAN market after RCEP to deal with the tariff differences via Taiwan and China, adjusting production accordingly. This will enhance our market share and competitiveness in ASEAN and other world markets. This will strengthen Yieh Phui’s position as a global steel enterprise.

  3. Yieh Phui’s sale strategy is to focus on the high end markets and strengthen alliance with local agents to enhance timely service and develop suitable high-end & high quality products.

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

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

6

VI. Impact from competition, legal environment, and overall economy

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

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

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

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

  • 1.The impact of external environment to domestic market :

Cheap imports of steel products poured into Taiwan, filling the market with low-price, low-quality materials that pose potential risks to people’s lives and the quality of public infrastructure. As a countermeasure, the government joined the domestic coated steel manufacturers to put forward anti-dumping complaints against China and South Korea in 2016. The antidumping tax had been levied since August 22, 2016. Since the five year term is imminent, On September 14, the Treasury Ministry posted the sunset investigation of continues to impose anti-dumping tax for five years and it continues to keep an eye on the impact of other low prices imported steel on the domestic market.

Besides, the US started the implementation of section 232 on March 23, 2018 and has imposed 25% duty on imported steel products, arousing protectionism worldwide. Since the implementation of ultimate defensive measure on imported steel by EU on February 2, 2019.

For the domestic market, the investment has slowed down and the clampdown on farmhouses, building on farmland and tearing down on new violations have contributed to the lower the demand for galvanized steel products, hurting the domestic market. In contrast, to deal with the energy policy of the government, the rise of green energy industry, the increase in solar power and wind power, all will contribute to related industries and the sale of coated steel.

EU and US both promote carbon free energy. In December 2022, EU reached a temporary agreement on carbon border tax and will test CBAM this October, specifically on imported steel and some downstream products for carbon emission as well as taxation in 2026. To cope with this trend, Taiwan endeavors on pushing green energy industry and releases areas. Taiwan has been pushing for green energy development to cope with such trends. The Executive Yuan passed “Renewable Energy Development Act” on December 12, 2022.The construction of photoelectric module accelerated in 2022, up to 2.52GW with accumulated total of 10.22GW. The demand for steel in such projects will be 200,000 tons. The goal is 20 GW in 2025 with over half

7

not built yet. The investment will be NT$1.2 trillion and the production will NT$340 billion. The market for steel will be substantial.

In addition, the trade war between the US and China will gear toward technology and military. Such wholesale conflicts and the Russia/Ukraine war will affect the political and economic situation in Asia/Pacific arena will affect the future of the economy of China, revealing a trend of transferring order to Taiwan. The Taiwanese businesses in China massively moved back to Taiwan to avoid any adverse impact, a great incident to the domestic market.

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

The steel production of China is about 1.013 billion tons in 2022, 1.9% down under the official control. The policy of carbon neutral and double energy control will go through the fourteenth five-year plan, reducing the production further. China Metallurgical Industry Planning and Research Institute predicted 1billion tons of production, lower than 2022 restricting the supply further. Under more stringent environment protection, global protectionism, and the Sino-America trade war, the steel industry of China will continue to reform. Also, to increase domestic demand, stimulate the industry and enhance the infrastructure, the trend of the decrease of the export of steel has been set, beneficial to the worldsteel industry.

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

In the global market various countries have implemented anti-dumping and anti-subsidy defensive policies. Thus, the prevalent protective international trade has impacted Taiwan.

Particularly the accusation on anti-dumping and anti-subsidy by the US. The most severe impact is the section 232 imposition of 25% tariff on steel and aluminum, causing the dramatic increase of the price of steel. This prompted EU to adopt ultimate defensive measure on imported steel in February 2019. When Europe and the US implement protection measures on steel products, the demand for our product will decline.

On 2022 RCEP, a fifteen-country trade agreement was put into effect. Compared to major competitors: China, Japan and South Korea, Taiwan will be less competitive due to the lack of preferential tariff in Southeast markets. Taiwan could be increasingly marginalized in the international trade. However, Taiwan is dedicated to join CPTPP and gets the tariff disadvantage behind, enhancing the export competitiveness of the domestic industries. Still, the result will be contingent on the efforts of the government.

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

8

Chapter 2 Company Profile

I. Date of Incorporation:

Date of incorporation: April 14, 1978

License number: Unified Business No. 75947936

II. Company History:

  1. Mergers and Acquisitions in the most recent year up to the date of publication of this annual report: none.

  2. Invested companies: please see details on page176.

  3. Company restructuring: none

  4. Massive transfer or exchange of the Company's shares by directors, supervisors or persons holding more than 10 percent of the Company's shares: none

  5. Major changes in ownership and its impact on the Company: none.

  6. Major changes in management or business: none

  7. Other important matters that may affect shareholders' interests and their impact on the Company:

1978.04 Kuo Chiao Enterprise Co., Ltd. was established with a capital of T$1,600,000.

1986.03 Revised company name to Yieh Phui Enterprise Co., Ltd.

  • 1990 Production began by establishing the first cold-rolling machine (January), the first pickling production line (May), and the first continuous coating production line (December).

1991.05 Production began by establishing the first galvanization production line.

  • 1993.08 Galvanized steel plate and painted steel plate certified by the Japanese company of JIS MARK.

  • 1994.04 Production began by establishing the second galvanizing line.

  • 1995.07 Yieh Phui officially became a listed company.

  • 1996.08 Production began by establishing the second cold-rolling machine.

  • 1997.02 Acquisition of the second continuous coating line.

  • 1997.07 Introduced the TPM management developed by Japan Institute of Plant Maintenance (JIPM).

  • 1997.09 Production began by establishing the third galvanizing line.

  • 1998.05 Officially signed the contract for the fourth continuous galvanizing line, for an annual output of 250,000 tons. Environmental protection specialist won awards and commended by the President.

  • 1999.05 Signed a contract with KHI Japan for the third rolling line.

  • 2000.02 The fourth continuous galvanizing line (Pingtung) launched into a hot test. 2000.05 The third continuous paint line launched into a hot test.

  • 2001.11 Won the JIPM TPM Awards.

  • 2002.11 Official ground-breaking ceremony for the Changshu Techno material Co., Ltd. In Mainland China (total investment of US$231 million with a capital of US$79 million).

9

  • 2003.01 The board of directors approved purchase of the assets of Yieh Hsing steel pipe factory I, steel pipe factory II, galvanizing factory, cold rolling mill machinery division and administration building and investment in Lien kang Heavy Industrial Co., Ltd (approved by the board of directors).

  • 2004.12 Won the JIPM-TPM Awards for continuous pursuit of excellence. 2005.08 Merged Lien Kang Heavy Industrial Co., Ltd. and established Engineering Business Division.

  • 2006.08 Yieh Phui Enterprise Co., Ltd. took over EMMT Systems Corp. 2010.03 Won the JIPM "Special Award for TPM Achievement 2009". 2011.03 Yieh Phui's original steel pipe business division spun off to Shin Yang Steel Co., Ltd., a 100% owned subsidiary of Yieh Phui.

  • 2011.07 The brand “Yieh Phui" was named one of Taiwan's Top Brands in the Centennial Celebration Campaign of the Ministry of Economic Affairs.

  • 2015.06 Received the "Outstanding Enterprise Award" in the 12th National Brand Yushan Award.

  • 2016.03 Won the JIPM Advanced Special Award 2015. 2018.12 Won the gold certification of TTQS, Talen Quality-management system, issued by the Ministry of Labor.

  • 2021.12 Yieh Phui was awarded the "2021 National Talent Development Award" by the Ministry of Labor.

  • 2022.01 Received the "TPM Excellence Award" from JIPM in Japan.

10

Chapter 3 Corporate Governance Report

I. Organization:

(I) Structure of Organization:

11

(II)Roles and Responsibility of Departments:

Department Content of Business
The Auditor's
Office
Implements the audit system and provides advises for improvement to
the management.
Expansion
Planning
Committee
Sets equipment standards and specifications, plans and analyzes overall
expansion and manages coordination and installation progress.
Trade
investigation
management
office.
Handles domestic and international anti-dumping and trade remedy
actions.
President's Staff
Office
Carries out organizational planning and coordination, implements and
manages the internal control system and standardization, tracks and
analyzes corporate goals and performance, and promotes innovation
affairs.
Division I and
Division II of the
Domestic and
International
Marketing &
Selling Divisions
Processes requests for import and export price quotes and orders,
manages contacts for shipment and executes sales campaigns.
Marketing
Development
Division
Manages development of the domestic and international markets.
Finance Division Matters related to financial affairs, financing affairs, and stock affairs
processing.
Accounting
Division
In charge of matters related to accounting processing, tax filing, cost
accounting, budgeting and variance analysis, asset management, and
other related affairs.
Investing Division In charge of analyzing foreign investment projects and their
effectiveness.
Technology
Division
Manages production technology development, quality control and
product specifications.
Technical Service
Division
Manages after-sale services and technical improvement.
Information
System Division
Manages development of the Company's computerized management
system, installation and maintenance of hardware equipment.
Production
Planning Division
Manages production schedules based on the orders and production plan,
order delivery and shipment and tracking and raw material storage and
management.
Sales Management
Division
Manages shipping of customer orders, vehicle dispatch and shipment
verification.
Import and Market
Research Office
Carries out survey and analysis on the domestic and foreign markets
and manages raw materials procurement.
Human Resources Manages personnel, general affairs and documents and other relevant
matters.
Public Affairs
Office
Handles public relations affairs.
Industrial Safety
& Health Office
Manages and implements the Company's workplace and labor safety
and health related matters.
TPM Development
Office
Implements TPM Management activities, including individual
improvement,self-maintenance, planned maintenance,education and

12

training, health and safety, quality management, initial flow
management, planning and monitoring the efficiency of indirect
departments.
Purchasing
Division
Manages procurement and related matters.
Steel Structure
Sales &
Construction
Division
Manages marketing, contracting, budgeting, cost control and work
progress for engineering projects, acting to control and coordinated
cross-departmental works.
Steel Structure
Production
Division
Manages manufacturing, installation and contractors for steel structures
and coordinates related works.
Steel Structure
Technology
Division
Manages technology planning, project quality control and construction
drawings for steel structures.
Mechanical
Production
Division
Manages sales, production planning, design, manufacturing and
installation related matters for lifting equipment and other engineering
projects.
Technology
Development
Office
Manages improvement of production equipment and processes.
Production
Divisions
Manages production line operations, production efficiency and quality
improvement.
Utilities Division Manages operations and maintenance of public and wastewater
treatment facilities.
Mechanical
Maintenance 1, 2,
2
Manages service and maintenance of on-site mechanical equipment and
facilities.
Division I and
Division II of the
Electrical Division
Manages service and maintenance of on-site electrical facilities.
Engineering
Division
Carries out improvement of production line equipment, design of
expansionprojects and review of design drawings.

13

II. Information on the Directors, President, Vice President, Associate Managers and Heads of Departments and Branch Offices

(I) Information on the Directors

Thursday, March 31, 2022 Thursday, March 31, 2022 Thursday, March 31, 2022 Thursday, March 31, 2022
Title Nationality or
Place of
Registration
Name Gender Date Elected
(Appointed)
Term Date of First Elected Shares Held When Elected Number of Shares Held Shares held by s
underage ch
pouse and
ildren
Shares held
of other p
in names
ersons
Education and Work
Experiences
Current Position
in the Company
and/or Other
Company

Any
Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
within
the
Second
Degree of Kinship




Number of Shares Shareholdi
ng ratio
Number of Shares Sharehold
ing ratio
Number of
Shares
Sharehol
ding ratio
Number of
Shares
Sharehol
ding
ratio
Title Name
Chairman R.O.C. Kuo Chiao Investment &
Development Co., Ltd.
Representative: I-Shou Lin
Male
81-90
June 23, 2022 Three years June. 20, 2004 61,870,646
160,237
3.27 64,964,178
168,248
3.29 55,093 0 0 0 Yieh United -
Chairman of the
Board
Yieh Hsing -
Chairman
Yieh Phui -
Chairman of the
Board
Yieh United -
Chairman of the
Board
Wei Hung
Investment Co.,
Ltd. - Chairman
of theBoard
None None Non
e
None
Vice
Chairman
R.O.C. Kuo Chiao Investment &
Development Co., Ltd.
Representative: Lin-Maw Wu
Male
61-70
June 23, 2022 Three years Sep. 28, 2005 61,870,646
186,026
3.27 64,964,178
195,327
3.29 0 0 0 0 EMBA, National
Sun Yat-Sen
University
Department of
Materials
Engineering,
Tsinghua University
Yieh Phui - President

Yieh Phui - Vice
Chairman of the
Board
Yieh Hsing -
Chairman
Yieh Phui
(China) -
Chairman of the
Board

None
None Non
e
None
Director R.O.C. Chia Yuan Investment &
Development Co., Ltd.
Representative: Pyng-Yeong
Liang
Male
61-70
June 23, 2022 Three years Oct. 15, 2015 20,560,290
46,099
1.09 21,588,304
48,403
1.09 143,797 0 0 0 Department of
Industrial and
Information
Management,
National Cheng
Kung University
Deputy CEO of Yieh
Lian Group Head
Office, President of
YUSCO, Senior
Consultant and
Special Assistant to
the Chairman -
YUSCO
Chairman of the
Group
Purchasing
Management
Committee and
Special
Assistant to the
Chairman,
Union Group
None None Non
e
None
Director R.O.C. Chia Yuan Investment &
Development Co., Ltd.
Representative: Ching-Tsung
Huang
Male
51-60
June 23, 2022 Three years Sep. 28, 2005 20,560,290
0
1.09 21,588,304
0
1.09 12,618 0 0 0 Department of
Accounting, Feng
Chia University
E-Da Hospital -
Director
E-Da Development ~
Chairman

Chia Yuan
Investment &
Development
Co., Ltd -
Chairman of the
Board
Able Win
International
Investment
Limited -
chairman of the
~~bd~~
None None Non
e
None

14

Title Nationality or
Place of
Registration
Name Gender Date Elected
(Appointed)
Term Date of First Elected Shares Held When Elected Number of Shares Held Shares held by s
underage ch
pouse and
ildren
Shares held
of other p
in names
ersons
Education and Work
Experiences
Current Position
in the Company
and/or Other
Company


Any
Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
within
the
Second
Degree of Kinship


Any
Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
within
the
Second
Degree of Kinship


Any
Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
within
the
Second
Degree of Kinship




Number of Shares Shareholdi
ng ratio
Number of Shares Sharehold
ing ratio
Number of
Shares
Sharehol
ding ratio
Number of
Shares
Sharehol
ding
ratio
Title Name
Independent
Director
R.O.C. Der-Yuan Yang Male
51-60
June 23, 2022 Three years June. 22, 2016 0 0.00 0 0.00 0 0 0 0 Department of
Accountancy,
National Cheng
Kung University
CPA, Republic of
China in practice for
over 40 years
Chairman of the
Kaohsiung City
Institute of Certified
Public Accountants
Member of the
National Federation
of CPA Associations
of R.O.C.
Supervisor of the
Taiwan Provincial
Institute of Certified
Public Accountants
Yieh Phui -
Independent
Director
Yieh Hsing
Enterprise Co.,
Ltd. -
Independent
Director
Li Hsin
Management
Consultant -
Chairman
Co-Tech
Development
Corporation -
Independent
Director
Chi Chiang
Enterprise Co.,
Ltd. - Director
Chi Hsin
Management
Consultant Co.,
Ltd. - Director
Jing-Shin Co.,
Ltd. - Director
None None Non
e
None

15

Title Nationality or
Place of
Registration
Name Gender Date Elected
(Appointed)
Term Date of First Elected Shares Held When Elected Number of Shares Held Shares held by s
underage ch
pouse and
ildren
Shares held
of other p
in names
ersons
Education and Work
Experiences
Current Position
in the Company
and/or Other
Company


Any
Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
within
the
Second
Degree of Kinship


Any
Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
within
the
Second
Degree of Kinship


Any
Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
within
the
Second
Degree of Kinship




Number of Shares Shareholdi
ng ratio
Number of Shares Sharehold
ing ratio
Number of
Shares
Sharehol
ding ratio
Number of
Shares
Sharehol
ding
ratio
Title Name
Independent
Director
R.O.C. Wen-Yi Chang Male
71-80
June 23, 2022 Three years June. 22, 2017 0 0.00 0 0.00 0 0 0 0 PhD Economics,
University of
California, Santa
Barbara
Assistant Lecturer,
Department of
Economics,
University of
California, Santa
Barbara
Director, Department
of Finance, National
Kaohsiung
University of
Science and
Technology
Professor,
Department of
Money and Banking,
National Kaohsiung
University of
Science and
Technology

Member of
Remuneration
Committee,
Yieh Phui
Enterprise Co.,
Ltd.
Member of
Remuneration
Committee,
Yieh Hsing Co.,
Ltd.
Yieh Hsing
Enterprise Co.,
Ltd. -
Independent
Director
Yieh Phui -
Independent
Director

16

==> picture [817 x 321] intentionally omitted <==

----- Start of picture text -----

Any Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
Shares Held When Elected Number of Shares Held Shares held by spouse and Shares held in names within the Second
underage children of other persons Degree of Kinship
Current Position
Title Nationality or Place of Name Gender Date Elected Term Date of First Elected Education and Work in the Company
Registration (Appointed) Experiences and/or Other Title Name
Company
Sharehol
Shareholdi Sharehold Number of Sharehol Number of
Number of Shares ng ratio Number of Shares ing ratio Shares ding ratio Shares ding ratio
Soochow University Consultant of
Department of Shine Tai
Foreign Languages Express Co.,
Sun Yat-Sen Ltd
University
Master of
Management,
Experience :
Deputy General
Manager of Sales
Department of Yieh
Mau Corp.,
Deputy General
Independent Director R.O.C. Lee, Chung-Wei 71-80 Male June 23, 2022 Three years June 23, 2022 900 0.00 945 0.00 0 0 0 0 Manager & Remuneration
Committee Member
of Yieh United Steel
Corporation
Acting General
Manager of Yieh
Hsing Enterprise Co.,
Ltd.
----- End of picture text -----

Note: The Chairman of the Company and the President or equivalent (the top manager) are the same person, are relatives of each other, such as spouse or first relative, and should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent directors, And there should be more than half of the directors who do not serve as employees or managers, etc.) related information.

17

Table 1: Major Shareholders

April 30, 2023 Shareholding 39.66% 12.55% 12.27% 11.43% 11.23% 9.64% 3.08% 0.08% 0.06%


April 30, 2023
Name of institutional
shareholders(Note 1)
Major shareholders of institutional
shareholders(Note 2)
Shareholding
Kuo Chiao Investment &
Development Co., Ltd.
Yu Hong Enterprise Corp. 39.66%
Chiao Summit Co., Ltd. 12.55%
Kuo Tung Investment & Development 12.27%
Wei Hung Investment & development 11.43%
Yieh Hong Enterprise Corporation Ltd. 11.23%
Chia Yuan Investment & Development 9.64%
Shin Yang Investment & Development 3.08%
Yu Sheng Investment & Development 0.08%
Lin I-Shou 0.06%
Name of institutional
shareholders(Note 1)
Major shareholders of institutional
shareholders(Note 2)
Shareholding
Chia Yuan Investment &
Development Co., Ltd.
Lien shuo Investment &development 18.27%
Yao Phui Investment Co., Ltd. 16.01%
Wei Hung Investment & development 15.90%
Yieh Hong Enterprise Corporation Ltd. 15.47%
Shin Yang Investment & Development 13.98%
Hsing Loong Investment & Development 11.29%
E-Da Healthcare Group 4.46%
Kuo Chiao Investment & Development 3.40%
Tsai Yueh-Er Lin 0.36%
Tsung-Hsien Lin 0.33%
  • Note 1. For legal person directors and supervisors, the names of the institutional shareholders shall be disclosed.

  • Note 2. Please declare names of the major shareholders (top 10 shareholders) and their shareholding of the corporate shareholders. If the major shareholders are institutional shareholders, please fill out Table 2 below.

  • Note 3. The corporate shareholder is not a company organizer. The name and shareholding ratio of the shareholder that should be disclosed previously disclosed name of the funder or donor (please refer to the inquiry of the Judicial Yuan announcement) and their contribution amount or contribution ratio. If the donor has passed away, it should be marked "deceased".

18

Table 2: Major shareholders of the major institutional shareholders


shareholders
April 30,2023
Name of Institutional Shareholder
(Note 1)

Major Shareholders of Institutional
Shareholders(Note 2)
Shareholding
Yu Hong Industrial Co., Ltd. Tsung-ChengLin 26.00%
Tsung-Ching Lin 18.00%
Tsung-Hsien Lin 18.00%
Lin Chi-Long 18.00%
Lin Li-Chuan 10.00%
Shin Yang Investment &
Development
4.67%
Kuo Chiao Investment &
Development
4.00%
Chia Yuan Investment &
Development
1.00%
Lin I-Shou 0.33%
Chiao Summit Co., Ltd.. Tsung-Cheng Lin 20.00%
Tsung-Hsien Lin 20.00%
Tsung-Ching Lin 20.00%
Lin Li-Chuan 15.00%
Chia Yuan Investment &
Development
11.00%
Yu Hong Enterprise Corp. 10.00%
Shin Yang Investment &
Development
3.00%
Lin I-Shou 1.00%
Kuo-Tung Investment and
Development Co.,Ltd.
Wei Chiao Investment &
Development
30.03%
Lien Shuo Investment
&development
24.00%
Wei Hung Investment &
development
22.21%
Yieh Hong Enterprise Corporation
Ltd.
13.80%
Hsing Loong Investment
Development
8.22%
Tsai Yueh-Er Lin 0.81%
E-Da Healthcare Group 0.73%
Shin Yang Investment &
Development
0.18%
Lin I-Shou 0.02%

19

Name of Institutional Shareholder
(Note 1)

Major Shareholders of Institutional
Shareholders(Note 2)
Shareholding
Wei Hong Investment and
Development Co., Ltd.
Yieh Hong Enterprise Corporation
Ltd.
25.41%
Hsing Loong Investment
Development
20.20%
I-Shou Lin 18.21%
Wei Chiao Investment Development
13.40%
Chia Yuan Investment &
Development
11.39%
Lien Shuo Investment
&development
10.43%
Tsung-Hsien Lin 0.63%
Lin Li-Chuan 0.16%
Lin Chi-Long 0.16%
Lin A-Guei 0.01%
Yieh Hong Enterprise
Corporation Ltd.
Hsing Loong Investment
Development
19.34%
Wei Hung Investment &
development
18.26%
Lin Chi-Long 12.85%
Wei Chiao Investment Development 11.01%
Tsung-Cheng Lin 10.75%
Lin Li-Chuan 9.47%
Tsung-Ching Lin 9.34%
Tsung-Hsien Lin 8.41%
Ding Ku Construction Corp. 0.51%
Lin A-Guei 0.04%
Shin Yang Investment &
Development Co., Ltd.
Hsing Loong Investment
Development
31.33%
Yieh Hong Enterprise Corporation
Ltd.
25.72%
Lien Shuo Investment
&development
22.93%
Tsung-Hsien Lin 14.46%
Chia Yuan Investment &
Development
2.02%
Lin Chi-Long 0.93%
Kuo Chiao Investment &
Development
0.83%
Tsung-Ching Lin 0.69%
Tsung-Cheng Lin 0.42%
Lin Li-Chuan 0.37%

20

Name of Institutional Shareholder
(Note 1)

Major Shareholders of Institutional
Shareholders(Note 2)
Shareholding
Yu Sheng Investment &
Development Co., Ltd.
Lien Shuo Investment
&development
49.24%
Hsing Loong Investment
Development
24.75%
Wei Hung Investment &
development
12.46%
Wei Chiao Investment &
Development
11.16%
E-Da Healthcare Group 0.87%
Lin I-Shou 0.72%
Lin, Tsai Yueh-Er 0.43%
Lin Chi-Long 0.22%
Lin Li-Chuan 0.14%
Lin A-Guei 0.01%
Lien Shuo Investment
&development Co., Ltd.
Wei Hung Investment &
development
18.25%
Hsing Loong Investment
Development
18.19%
Wei Chiao Investment &
Development
18.10%
Lin I-Shou 11.40%
Tsung-Cheng Lin 9.66%
Chia Yuan Investment &
Development
8.73%
Shin Yang Investment &
Development Co.,Ltd.
4.46%
E-Da Healthcare Group 3.87%
Tsung-Ching Lin 2.86%
Yieh Hong Enterprise Corporation
Ltd.
1.89%
Yao Phui Investment Co., Ltd. Yu Sheng Investment &
Development
19.80%
Wei Chiao Investment &
Development
19.80%
Hsing Loong Investment
Development
19.75%
Lien Shuo Investment
&development
19.29%
Wei Hung Investment &
development
11.57%
Shin Yang Investment &
Development
9.55%
Lin I-Shou 0.24%

21

Name of Institutional Shareholder
(Note 1)

Major Shareholders of Institutional
Shareholders(Note 2)
Shareholding
Hsing Loong Investment &
Development Co., Ltd.
I-Shou Lin 31.51%
Wei Chiao Investment &
Development
19.90%
Lin, Tsai Yueh-Er 18.52%
Wei Hung Investment &
development
11.38%
E-Da Healthcare Group 10.57%
Chia Yuan Investment &
Development
3.22%
Yu Sheng Investment &
Development
2.10%
Chih-Long Lin 2.05%
Li-Chuan Lin 0.32%
Tsung-Cheng Lin 0.20%
E-Da Healthcare Group I-Shou Lin 2.00%
Lien Shuo Investment
&development
23.00%
Wei Hung Investment &
development
31.00%
Hsing Loong Investment
Development
14.00%
Wei Chiao Investment &
Development
30.00%
  • Note 1. As shown in Table 1 above, when a major shareholder is a 1.89institutional shareholder, disclose the name of the institution.

  • Note 2. Names of major shareholders (ranked top 10 in terms of shareholding) in the corporate shareholders and their shareholding ratio shall be filled in this section.

  • Note 3. The corporate shareholder is not a company organizer. The name and shareholding ratio of the shareholder that should be disclosed previously disclosed name of the funder or donor (please refer to the inquiry of the Judicial Yuan announcement) and their contribution amount or contribution ratio. If the donor has passed away, it should be marked "deceased".

22

Director profile (2)

I. Information disclosure of professional qualifications of directors and independence of independent directors:

April 30, 2023 April 30, 2023 April 30, 2023
Criteria
Name
Professional qualifications and experience Independence Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as
an Independent
Director
Whether the person
and the person’s
spouse as well as
relatives within the
second degree of
relationship are not a
director, supervisor,
or employee of the
Company or any of
its affiliates.

Whether the person is not a
shareholder who holds shares,
together with those held by
the person’s spouse as well as
relatives within the second
degree of relationship (or
under others’ names), in an
aggregate amount of 1% or
more of total shares issued by
the Company or ranking as
one of its top ten natural
person shareholders.

Whether the person
is not a director,
supervisor, or
employee of a
company or
organization that has
a specific
relationship with the
Company.
Whether the person did
not receive any
remuneration for
providing commercial,
legal, financial,
accounting or related
services from the
Company or any of its
affiliates in the recent 2
years.
Chairman:
I-Shou Lin
Mr. Y.S. Lin, the Honorary Doctor of Engineering from National Chiao Tung University, is also the
founder of the E United Group. The E United Group operates diverse businesses spanning
production, education, healthcare, real estate, and leisure. With over 40 years of practical experience,
strategic management, and leadership skills in the steel industry, Mr. Lin has been serving as the
Chairman of Yieh Phui Enterprise Co., Ltd. and Yieh United Steel Corporation (YUSCO),
subsidiaries of the E United Group. He possesses extensive capabilities in operational planning,
business management,and comprehensive leadershipin enterprises.

NO
YES NO NO 0
Vice Chairman:
Lin-Maw Wu
Mr. Lin-Maw Wu, holding an EMBA degree from National Sun Yat-sen University, previously
served as the General Manager and Vice President of Operations in our company. With over 30 years
of dedicated experience in the steel industry, he currently holds the position of Vice Chairman in
Yieh Phui Enterprise Co., Ltd, a subsidiary of the E United Group, and serves as the Chairman of
Yieh Phui (China) Co., Ltd. and Yieh Hsing Corporation. He possesses extensive expertise in the
management and leadershipof the steel industry.

Ph
YES YES NO 0

23

Director:
Ping-Yung Liang

Mr. Ping-Yung Liang, holding a Bachelor's degree in Industrial Management Science from National
Cheng Kung University, previously served as the Vice Executive Officer of the E United Group 's
General Administration Department, as well as the General Manager and Senior Advisor to the
Chairman of Yieh United Steel Corporation. Currently, he serves as the Chairman of the
Procurement Management Committee of the E United Group, showcasing extensive expertise in
industrymanagement and leadership.
NO YES YES NO 0
Director:
Ching-Tsung
Huang
Mr. Ching-Tsung Huang, holding a Bachelor's degree in Accounting from Feng Chia University,
previously served as the Chairman of Yieh Da Development (Stock) Corporation and a Director of
Yieh Da Hospital within the E United Group. Currently, he serves as the Chairman of the Audit and
Management Committee of the E United Group, demonstrating extensive expertise in industry
management and leadership.
NO YES YES NO 0
Independent
Director:
Der-Yuan Yang
Dr. Der-Yuan Yang, holding a Ph.D. in Economics from the University of California, Santa Barbara,
previously served as a teaching assistant in the Economics Department of the University of
California, Santa Barbara. Currently, he serves as a professor in the Department of Finance at
National Kaohsiung University of Science and Technology. He also acts as the convener of the Audit
Committee and Compensation Committee of our company. With over 20 years of teaching
experience,hepossesses extensive knowledge in finance and management studies.

YES
YES YES YES 2
Independent
Director:
Chung-Wei Lee
Mr. Lee, Chung-Wei, holding a Master's degree in Management from National Sun Yat-sen
University, previously served as the Deputy General Manager of the Sales Department in Yieh Mao
Industrial Co., Ltd., a subsidiary of the E United Group. He also held the positions of Deputy
General Manager, Deputy Director, Professional Consultant, and Committee Member of the
Compensation Committee in Yieh United Steel Corporation. Additionally, he served as the Acting
General Manager of Yieh Hsing Enterprise Co., Ltd. Currently, he is a committee member of the
Audit Committee and Compensation Committee in our company, showcasing extensive expertise in
industrymanagement and leadership.
YES YES YES YES 0
Independent
Director:
Wen-I Chang
Mr. Wen-I Chang, who successfully passed the Customs Special Examination for Grade B Tax
Officials in the 65th year of the Republic of China, previously served as a supervisor in the National
Taxation Bureau. With over 40 years of practical experience in tax administration, he currently
serves as a committee member of the Audit Committee and Compensation Committee in our
company. Hepossesses extensivepractical experience in the fields of taxation and customs.
YES YES YES YES 2

Note: According to the Listing Review Criteria, the Measures for the Establishment of Independent Directors of Public Companies and Matters to be Followed, the Company has obtained the statement of independence of each independent director, which confirms that all of them meet the independent qualification requirements stipulated by laws and regulations.

24

II. Diversity and independence of the Board of Directors:

1. Diversity of the Board of Directors:

The specific management policies of the Board of Directors on the formulation of diversified policies regarding the composition of the members are as

follows:

  • (1) Based on the diversification policy, the Company strengthens corporate governance and promotes the sound development of the composition and structure of the board of directors. The Company adopts the director candidate nomination system in accordance with the provisions of the Articles of Incorporation, evaluates the academic and working experience, professional background, integrity or related professional qualifications of each candidate, and observes the diversity and independence of the "Measures for the Election of Directors" and "Corporate Governance Code". After the resolution of the board of directors is passed, it is submitted to the shareholders' meeting for election.

  • (2) In order to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, the Company revised " Diversification of Board Members" in Article 20, Item 3 of the "Corporate Governance Best-Practice Principles", which states: The composition of the Board of Directors shall take into account the Company's operation style and business development needs, and shall evaluate various diversified aspects, like Basic composition (such as: Gender, nationality, age, etc.), professional knowledge and skills (such as: Accounting, law, industry, finance, etc.).

The current board of directors of the Company consists of seven directors with rich experience and expertise in industrial knowledge, international market, financial accounting, taxation, business and management, including four directors and three independent directors.

The Company is operating in an industry of the mature period in the life cycle, and its business operation is facing the challenge of internationalization, liberalization and informatization. Diversification is the trend of the times. In order to seek sustainable operation, the Company not

25

only pays attention to the development of new products and new markets, but also constantly collects information of various industries, with a view to

making all-round diversification.

In line with the diversification policy of the Company, the board member diversification policy draws up the following specific management

objectives to strengthen the board of directors' function in making business decisions and supervising:

Management objective Achieved
The directors with industrial experience and financial
accountingaccounts for over 70%.
Achieved (five of the seven directors have the above-mentioned
experience atpresent, accountingfor 71.4%)
The independent directors account for over one third of
the total seats.
Achieved (three of the seven directors are independent directors
currently)
The directors who are also managers of the Company does
not exceed one-third of the total seats.
Achieved (only two of the seven directors are also the manager of the
Companyatpresent)

26

The proportion of Directors with employee status in the Company is 29%, and the proportion of Independent Directors is 43%. The term of one

Independent Directors are in the third term, the term of two Independent Directors is in the second term, and there are three Directors over 70 years old,

two between 61 and 70 years old, and two under 60 years old. Implementation status of diversification of members of the Board of Directors:

Diversified
core
projects
Name of
Director
Basic organization Basic organization Basic organization Industry experience Industry experience Professional capabilities Professional capabilities Professional capabilities
Nationality Gender Concurrent
positions in
the Company
Age Term of office of
Independent Directors
Business
management
Sound
business
judgments
Knowledge
of the
industry
Leadership
ability
Accounting Taxation Finance International
Market
50
to
60
61
to
70
70
to
82
Less
than 3
years
3 to 9
years
Over
9
years
I-Shou Lin R.O.C. Male v v v v v v v
Lin-Maw Wu v v v v v v
Ping-Yung
Liang
v v v v v v
Ching-Tsung
Huang
v v v v v v v v
Der-Yuan
Yang
v v v v v v v
Chung-Wei
Lee
v v v v v v v v
Wen-I Chang v v v v v v v

27

2. Independence of the Board of Directors:

The current board of directors of our company consists of 7 directors, including 4 directors and 3 independent directors. The proportion of independent directors is 42.86%, and the tenure of all 3 independent directors is less than 9 years. All independent directors of our company comply with the regulations of the "Regulations Governing the Appointment and Exercise of Powers by Independent Directors of Public Companies." There are no circumstances as described in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act among the directors and independent directors. Our board of directors is considered independent. For details regarding the professional qualifications and experience of the directors, as well as the independence of the independent directors, please refer to pages 23-24 and 28.

28

(II) Information on the Company's President, Vice President, Associate Manager, and the Supervisors of all the Company's divisions and branch units.

April 30, 2023 April 30, 2023 April 30, 2023 April 30, 2023
Title Nationality Name Gender Date
Elected
Shareholding Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
President R.O.C. Chen-
Wu
Chang
Male August.
01, 2005
53,250
0

0

0

0

0

National Cheng Kung
University
Associate Manager,
Information System
Division, Yieh Phui
Executive Vice President
OF E United Group
Shin Yang
Steel Co., Ltd.
Chairman o
Yieh Phui
(HK) -
Chairman
EMMT
Systems Corp.
-Chairman


None
None None None
Senior
Consultant
R.O.C. Hsien-
Tung Liu
Male Sep. 08,
2006
210,000
0

0

0

0

0

MBA, Embry-Riddle
Aeronautical University,
Colorado, USA
TangEng-Chairman
Yeo Yih Steel
- Chairman
None None None None
Financial
advisor
R.O.C. Tien-Chi
Chang

Male
August.
01, 2005
23,070
0

0

0

0

0

National Chengchi
University
Finance Manager, Yieh
Phui
Chen Hua -
Chairman
Chen Hao -
Chairman
None None None None
Senior
Consultant
R.O.C. Pyng-
Yeong
Liang
Male Dec.1
2022
48,403
0
143,797
0

0

0

Department of Industrial
Management, National
Cheng Kung University
Vice Executive Director of
General Administration
Office of Yieh United
Group, President of Yieh
United Steel Corp., Senior
Consultant and Special
Assistant to the Chairman
of Yieh United Steel Corp.
Chairman of
E United
Group
Purchase
Management
Committee
and Special
Assistant to
the Chairman\
Yieh Hsin-
Senior
Consultant

None
None None None

29

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Senior
Consultant
R.O.C. Ching-
Tsung
Huang
Male May. 16,
2014
0
0

12,618

0

0

0

Feng Chia University
Special Assistant, Eliter
International Corp.
Chairman of
E United
Group Audit
Committee
Chia Yuan –
Chairman
Eliter
International-
Chairman
None None None None
Senior
Consultant
R.O.C. Hsien-
Yao
Chang
Male Sep. 01,
2017
0
0

0

0

0

0

PhD in Political Science,
Pantheon-Sorbonne
University, France
Legislator of 6th and 7th
Legislative Yuan
Specially appointed
deputy minister, Mainland
Affairs Council, Executive
Yuan
Vice Chairman and Chief
Secretary, Straits
ExchangeFoundation
Chairman of
E United
Group Cross-
Strait
Development
Committee
None None None None
Special
Assistant
R.O.C. Chia-
Cheng
Lin
Male Aug.01,
2012
0
0

0

0

0

0

The Taipei College of
Science and Technology
Vice President, Planning,
Yieh Phui
E-United
Group
-
Chairman
Cheng
Hsin
Security
-
Chairman



None
None None None
Special
Assistant
R.O.C. Yung-
Hsien
Chen
Male Apr. 01,
2005
53,300
0

5

0

0

0

Tamkang University
Executive Vice President,
Yieh Phui
Chairman
of
E
United
Group
Financial
Committee
YP (China) -
Special
financial



None
None None None

30

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
assistant
Yieh United -
Supervisor
Senior
Consultant
R.O.C. Yong-
Fang
Zhang
Male May. 01,
1997
280,676
0

1,587

0

0

0

National Taiwan Ocean
University
Associate Manager,
Plating Plant, Yieh Phui
Vice
Chairman and
President
-
Yieh
Phui
(China)



None
None None None
Executive
Vice President

R.O.C.
Wei-
Cheng
Chen
Male Mar. 14,
2006
357
0

0

0

0

0

University of Oklahoma
Associate Manager,
Production Planning
Division - Yieh Phui
None None None None None
Vice President
- Production

R.O.C.
Yang-
Cheng
Lan
Male Oct. 01,
2003
18,466
0

0

0

0

0

National Cheng Kung
University
Plant Manager - Pre-
painting Steel Production
Division - Yieh Phui
None None None None None
Professional
advisers
R.O.C. Kuo-Lin
Yang
Male June. 01,
2004
96,108
0

0

0

0

0

National Kaohsiung
University of Applied
Sciences
Plant Manager,
Galvanizing Steel
Production Division
VP
Technology -
Yieh
Phui
(China)


None
None None None
Vice President
- Global
Marketing &
Sales

R.O.C.
Shih-Chi
Yang

Male
Dec. 01,
2006
0
0

0

0

0

0

National Chengchi
University
Manager, Global
Marketing & Sales, Yieh
Phui
None None None None None
Vice President
-
Administratio
n

R.O.C.
Wen-Pin
Lin

Male
May. 16,
2008
114
0

317

0

0

0

Feng Chia University
Associate Manager,
Management Division,
Yieh Phui
Shin Yang –
Administratio
n Associate
Manager,
Shin
Jan
-
Presideng
None None None None

31

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Vice President
- Technology

R.O.C.
Ting-
Kuo
Shih
Male June. 01,
2004
0
0

0

0

0

0

National Cheng Kung
University
Manager, Technology
Division - Yieh Phui
None None None None Aug.1
2023
Retire
d
Vice
President, of
Engineering
R.O.C. Wei-
Kung
Chang
Male Apr. 01,
2015
0
0

0

0

0

0

Cultural University
Associate Manager, Steel
Structural Sales &
Construction Division
None None None None None
Assistant Vice
President,
Accounting/
Investment
and Vice
President
Office of
Finance

R.O.C.
Wen-
Chung
Tien
Male Feb. 01,
2017
124,887
0

0

0

0

0

Feng Chia University
Associate Manager, Trade
Management Office, Yieh
Phui
Vice
President
-
Finance, Shin
Yang Steel


None
None None None
Vice President
of Technical
Planning
Office

R.O.C.
Sen-
Long
Chen
Male Aug. 16,
2003
51,379
0

1,737

0

0

0

National Cheng Kung
University
Manager, Technical
Service Division, Yieh
Phui
President
of Yieh Phui
Director
-
Yieh
Phui
(China)



None
None None None
Assistant VP -
Production

R.O.C.
Cheng-
Feng Wu
Male Dec. 01,
2005
0
0

0

0

0

0

National Chiao Tung
University
Associate Manager,
Electrical Maintenance
Division,Yieh Phui
None None None None None
Assistant VP -
Production

R.O.C.
Shun-
Chin
Tsao
Male Oct. 01,
2009
0
0

0

0

0

0

National Taiwan Ocean
University
Associate Manager,
Galvanizing Production
Division,Yieh Phui
None None None None None
Assistant VP -
VP
Technology’s
Office

R.O.C.
Ping-Lin
Yang

Male
Mar. 01,
2016
0 0 0 0 0 0 I-Shou University
Associate Manager,
Technology Division -
Yieh Phui
None None None None None

32

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Associate
Manager,
Production
Planning
Division
R.O.C. Yuan-
Hsing
Kuo
Male Jun. 01,
2015
0
0

0

0

0

0

Feng Chia University
Senior Manager, Sales
Management Division,
Yieh Phui
None None None None None
Senior
Manager
R.O.C. Wen-
Chih Liu
Male Dec. 01,
2014
0
0

0

0

0

0

Master Degree, National
Taiwan University
Manager, US Kraft Heinz
Company Taiwan
Manager, Unilever Taiwan
Tianjin Lianfa
-
Vice
President


None
None None None
Senior
Manager
R.O.C. Chuan-
Hsiang
Huang
Male Apr. 01,
2015
0
0

0

0

0

0
National Chung Hsing
University
E-United
Group - Vice
Chairman
CEO,
Indonesia
representative
office

None
None None None
Senior
Manager
R.O.C. Chi-
Chen Li
Male Oct. 01,
2010
0
0

0

0

0

0

National Sun Yat-Sen
University
Manager, President Staff's
Office, Yieh Phui
E-United
Group
-
Executive
Vice
Chairman
Ding
Ku
Construction-
chairman


None
None None None
Senior
Manager
R.O.C. Wei-
Cheng
Chen
Male Nov. 08,
2012
35,640
0

0

0

0

0

Provincial Pingtung
Institute of Agriculture
RESA Engineering Corp.
Ting Ku Construction Co.,
Ltd.
E-United
Group - Vice
Chairman
Tianjin Lianfa
Associate
Manager,
Financial
Division

None
None None None

33

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Senior
Manager
R.O.C. Wei-Min
Chen

Male
Jul. 11,
2020
0
0

0

0

0

0

Cultural University
Assistant Vice President,
Yieh Phui(China)
Yieh
Phui
(China) - Vice
President


None
None None None
Professional
Engineer
R.O.C. Wen-
Chao
Huang
Male Mar. 01,
2008
0
0

0

0

0

0

Institute of Metallurgical
Materials, Illinois Institute
of Technology
Manager, Technical
ManagementOffice
Yieh
Phui
(China) - Vice
President
-
Technology



None
None None None
Professional
Manager
R.O.C. Zhi-Jian
Cheng
Male May. 01,
2019
0
0

0

0

0

0
Daye University Master
Professional Manager
Yieh
Phui (China)
&
Tianjin
Lianfa Vice
President
-
Global
Marketing &
Sales




None
None None None
Senior
Manager,
President
Office
R.O.C. Te-Jen
Huang
Male Mar. 01,
2022
0
0

0

0

0

0

Master class, National
Cheng Kung University
Assistant Vice President,
Yieh
None None None None Apr.1,
2023
Retire
d
Associate
Manager,
Chairman's
Office
R.O.C. Jung-
Chang
Liao
Male Nov. 01,
2009
0
0

0

0

0

0

National Chiao Tung
University
Manager, Production
Planning Division, Yieh
Phui
Long-Hua
travel agency-
Chairman
E-Da Bus/
E-DA
Tour-
President
None None None None
Associate
Manager,
Mechanical
Production
Division
R.O.C. Chiu-Lin
Pan

Male
Mar. 01,
2010
60,449
0

0

0

0

0

National Chiayi Institute
of Agriculture
Plant Manager,
Mechanical Production
Division,Yieh Phui
None None None None None
Associate
Manager,
Mechanical
Maintenance
R.O.C. Sheng-
Wei
Sung
Male Sep. 01,
2011
24,551
0

0

0

0

0

Chin-Yi Institute of
Technology
Chung Hung Co., Ltd.
None None None None Apr.22
,2023
Retire
d

34

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Division
Associate
Manager,
Investing
Division
R.O.C. Chien-
Hung
Lin
Male Mar. 05,
2012
0
0

0

0

0

0

National Chengchi
University
Manager, Chinfon
Commercial Bank Co.,
Ltd.
Manager, Far Eastern
International Bank
None None None None None
Domestic
Marketing &
Sales Division
I
Associate
Manager

R.O.C.
Ming-
Chi Tien
Male Sep. 01,
2014
27,846 0 0 0 0 0 Chung Yuan Christian
University
Manager, Domestic
Marketing & Sales
Division, Yieh Phui
None None None None None
Associate
Manager of
Information
System
Division
R.O.C. Chun-
Kai
Huang
Male May. 01,
2015
0 0 0 0 0 0 National Kaohsiung
Institute of Technology
Associate Manager,
Information System
Division, Yieh Phui
Shin Yang/
Y Associate
Manager of
Information
System
Division Yieh
Hsing-
None None None None
President
Office
Associate
Manager
R.O.C. Wen-
Cheng
Pan
Male Sep. 01,
2015
21,540 0 0 0 0 0 Chung Yuan Christian
University
Senior Manager, President
Staff's Office, Yieh Phui
Shin Yang-
President
Office
Associate
Manager
None None None None
Associate
Manager,
TPM
Development
Office
R.O.C. Wen-I.
Weng
Male Jan. 06,
2016
60,680 0 0 0 0 0 The Taipei College of
Science and Technology
Professional Manager and
Senior Manager, TPM
Management Office, Yieh
Phui
None None None None None

35

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Associate
Manager,
Technical
Management
Office
R.O.C. Chung-
Chan
Chiang
Male Mar. 01,
2016
136 0 0 0 0 0 Feng Chia University
Senior Manager,
Technology Development
Office, Yieh Phui
None None None None None
Associate
Manager,
Public Affairs
Office
R.O.C. Chia-En
Kuo
Male Feb. 01,
2017
0 0 0 0 0 0 Chung Yuan Christian
University
Manager, Import and
Market Survey Office,
Yieh Phui
None None None None None
Associate
Manager,
Domestic
Marketing &
Sales Division
II

R.O.C.
Wei-Pin
Kan
Male Mar. 01,
2017
0 0 0 0 0 0 Yung Ta Institute of
Technology & Commerce
Manager, Domestic
Marketing & Sales
Division I, Yieh Phui
None None None None None
Professional
Manager
R.O.C. Chen-
Hsiang
Lin
Male Jun. 01,
2018
0 0 0 0 0 0 National Kaohsiung
Marine University
Senior Manager
E-United
Group
Associate
Manager
None None None None
Associate
Manager,
Utilities
Division
R.O.C. Hui-
Fung Li
Male Jun. 01,
2018
0 0 4,677 0 0 0 National Taiwan Ocean
University
Senior Manager, Utilities
Division,Yieh Phui
one o
n
e
o
n
e
Professional
Manager
R.O.C. Hui-
Jung
Liao
Male Mar. 01,
2019
2,179 0 4 0 0 0 National Kaohsiung First
University of Science and
Technology
Senior Manager
E-United
Group
E-United
Group -
Assistant Vice
Chairman

None
None None None
Associate
Manager,
Market
Development
Division
R.O.C. Wen-
Hong
Chen
Male Jul. 01,
2019
31 0 0 0 0 0 Master, National Sun Yat-
Sen University
Market Development
Manager, Yieh Phui
None None None None Mar.1,
2023
Retire
d

36

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Associate
Manager,
Export
Division I
R.O.C. Fu-Cai
Huang
Male Jul. 01,
2019
256 0 0 0 0 0 Chung Yuan Christian
University
Manager, Export
Marketing & Sales
Division II,Yieh Phui
None None None None None
Associate
Manager,
Pingtung
Production
Division
R.O.C. Tian-fu
Hong
Male Mar. 02,
2020
28,990 0 0 0 0 0 National Kaohsiung
University of Applied
Sciences
Plant Manager, Yieh Phui
PingtungPlant
None None None None None
Professional
Engineer
R.O.C. Chin-
Liang,
Tsai
Male Jul. 11,
2020
0 0 0 0 0 0 Kao Yuan University
Associate Manager of Yieh
Phui (China)

Assistant Vice
President -
Yieh Phui
(China)

None
None None None
Professional
Engineer
R.O.C. Chao-
Hsien,
Li
Male Jul. 11,
2020
0 0 0 0 0 0 Cheng Shiu Junior College
of Technology
Associate Manager of Yieh
Phui(China)


Assistant Vice
President -
Yieh Phui
(China)

None
None None None
Professional
Manager
R.O.C. Chi-Min
Chou
Male Sep. 01,
2020
0 0 0 0 0 0 Ph.D., National Cheng
Kung University
Manager, E-United Group
Associate
Manager, E-
United Group
Shin Jan -
Associate
Manager,
None None None None
Professional
Manager
R.O.C. Cheng-
Yen
Hsieh
Male Sep. 01,
2020
492 0 0 0 0 0 I-Shou University
Head of General Affairs
Section, Yieh Phui
Enterprise Co.,Ltd
Associate
Manager, E-
United Group
None None None None
Associate
Manager,
Steel
Structural
Sales &
Construction
Division
R.O.C. Chun-
Jen Su
Male Apr. 01,
2021
0 0 0 0 0 0 Feng Chia University
Nan Ya Plastics
Senior Engineer, Steel
Structure Production
Division, Yieh Phui
None None None None None

37

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Associate
Manager,
Industrial
Safety &
Health Office
R.O.C. Hsuan-
Chih
Tuan
Male Apr. 16,
2021
27,627 0 0 0 0 0 Master class, National
Pingtung University of
Science and Technology
Working Environment
Manager, Yieh Phui
Shin Yang--
Associate
Manager,
Industrial
Safety &
HealthOffice
None None None None
Associate
Manager,
Steel Pipe
Technology
Office
R.O.C. Chia-Yu
Cheng
Male Apr. 16,
2021
404 0 0 0 0 0 Doctoral class, National
Sun Yat-Sen University
Environmental Protection
Foundation
Senior Plant Manager,
Steel Pipe Technology
Office,Yieh Phui
Shin Yang--
Associate
Manager,
Steel Pipe
Technology
Office
None None None None
Associate
Manager,
Steel Pipe
Technology
Office
R.O.C. Ying-
Nan Su
Male Apr. 16,
2021
0 0 0 0 0 0 National Taiwan Institute
of Technology
Manager, Steel Pipe
Technology Office, Yieh
Phui
Associate
Manager of
Steel Pipe
Equipment
Office
None None None July.1,
2022
Retire
d
Professional
Engineer
R.O.C. Chin-Fu
Huang
Male Aug. 01,
2021
26,339 0 0 0 0 0 Chung Yuan Christian
University
Dachun Chemicals
Yung Tung Paint Co., Ltd.
Senior
Manager -
Yieh Phui
(China)
None None None Mar,1
6
2023
Retire
d
Associate
Manager,
Pickling and
Rolling
Production
Division
R.O.C. Chi-Jui
Chang
Male Sep. 01,
2021
0 0 0 0 0 0 Kao Yuan University
Nan Ya Plastics
Senior Plant Manager -
Pickling and Rolling
Production Division, Yieh
Phui
None None None None None
Associate
Manager, Pre-
Painting Steel
Production
Division
R.O.C. Kuo-Yun
Hsu

Male
Sep. 01,
2021
879 0 0 0 0 0 Master class,
National Taiwan Institute
of Technology
Manager - Pre-painting
Steel Production Division,
Yieh Phui
None None None None None

38

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Associate
Manager,
Finance
Department
R.O.C. Mou-
Lieh
Huang
Male Jan. 16,
2022
26,727 0 0 0 0 0 National Kaohsiung
University of Science and
Technology
Finance Manager, Yieh
Phui
None None None None None
Associate
Manager,
Engineering
Design Office
R.O.C. Yung-
Huang
Hu
Male Feb. 01,
2022
0 0 7,350 0 0 0 National Kaohsiung
University of Applied
Sciences
Manager, Engineering
DesignOffice,Yieh Phui
None None None None None
Associate
Manager,
Electrical
Engineering
Division I
R.O.C. Kuo-
Liang
Yang
Male Feb. 01,
2022
0 0 0 0 0 0 Cheng Shiu Junior College
of Technology
Gummy Corporation
Senior Manager, Electrical
Maintenance Division I,
Yieh Phui

None
None None None None
Professional
Manager
R.O.C. I-Cheng
Lo
Male Mar. 01,
2022
0 0 0 0 0 0 Master class, National
Dong Hwa University
Manager, E-United Group
Senior
Manager, E-
United Group
E-Da Visual
Effects-Vice
President
None None None None
Electrical
Management
Division 2
France Lin-Han
Ke
Male Sep. 01,
2022
0 0 0 0 0 0 France Mulhouse
Universiyt
Department of Automation
professionalengineer

None
None None None None
Professional
Manager
R.O.C. Ji-Hua
Wang
Male Niv. 01,
2022
0 0 0 0 0 0 Master of Economics, Sun
Yat-sen University
Manager of E United
Group Purchase
Management Committee
Associate
Manager, of E
United Group
Purchase
Management
Committee

None
None None None

39

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other Positions Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Managers Who are Spouses
or Within the Second
Degree of Kinship
Remark
(Note)
Shares % Shares % Shares % Title Name Relation
Professional
Manager
R.O.C. Shun-
Wen Yao
Male Nov. 01,
2022
0 0 0 0 0 0 Shih Chien University
Associate Manager, of E
United Group Purchase
Management Committee
Associate
Manager, of E
United Group
Purchase
Management
Committee

None
None None None
Professional
Manager
R.O.C. Shin-
Shiang
Huang
Male Nov. 01,
2022
0 0 0 0 0 0 Department of Metrology,
National Cheng Kung
University
Institute for Human
Resources at the
University of Pittsburgh
Professional Manager
Asia zone
Co.- Assistant
VP

None
None None None
Associate
Manager,
personnel
Administratio
nsection
R.O.C. Hsu-Yao
Chen

Male
Feb. 01,
2023
0 0 0 0 0 0 PhD in Management,
Cheng Kung University
Associate Manager,
personnel Administration
section
None None None None None
Associate
Manager,
R.O.C. Yu-Chin
Lu
Female March 01,
2023

0
0 0 0 0 0 International Business
School
Yieh Phui –Chief of
Accounting Section
None None None None None

Note: Where the Chairperson of the Board of Directors and the General Manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto. (Such as increasing the number of Independent Directors and there should be more than half of the Directors who do not concurrently serve as employees or managers, etc.

40

III. Compensations to Directors, President, and Vice Presidents:

(I) Remuneration of Directors and Independent Directors (aggregate remuneration with name(s) indicated for each remuneration range)

Unit: NTS thousands December 31, 2021

Title Title Name Remuneration Remuneration Remuneration Remuneration Sum of Items A,
B, C, and D to
NIAT Ratio
Sum of Items A,
B, C, and D to
NIAT Ratio
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 (%)
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
(Note 1)
Base
Compensation
(A)
Severance Pay
and Pension
(B)
Director
Remuneration
(C)
Business
Execution
Expenses (D)
Salary, Bonuses,
and Allowances
(E)
Severance Pay
and Pension (F)
Employee Compensation (G)
The
Company
All
companies
in the
consolidate
d financial
statements
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
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 Co mpany Compa
Consolida
Stat
nies in the
ted Financial
ements
The
Company
Companies in
the
Consolidated
Financial
Statements
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Director Chairman Kuo Chiao
Investment &
Development
Co. Ltd
Representative:
I-Shou Lin
7,096 11,036 38 38 282 282 576 1,284 7,992
0.99%
12,640
1.56%
6,548 8,143 1,895 1,895 14 - 14 - 16,450
2.03%
22,693
2.80%
11,726
Director Kuo Chiao
Investment &
Development
Co. Ltd
Representative:
Lin-Maw Wu
Director Chia Yuan
Investment &
Development
Co., Ltd.
Representative:
Ping-Yung
Liang
Director Chia Yuan
Investment &
Development
Co., Ltd.
Representative:
Ching-Tsung
Huang

41

Independent Independent Chin-Shu Sun
Director Director (until June 22)
Independent
Te-Yuan Yang
Director 2,746 3,705 - - - - - 356 2,746
0.34%
4,061
0.50%
- - - - - - - - 2,746
0.34%
4,061
0.5%
Independent
Director Wen-I Chang
Independent Chung-Wei Lee
Director (Since June 22)
  1. Please specify the independent director remuneration policy, system, standard, and structure, and the connection between the amount of remuneration and the factors, such as their job responsibilities, risks, and time contributed.

  2. (1) Remuneration for Independent Directors is paid on a monthly basis but not participating in the annual distribution of director's remuneration.

  3. (2) According to the Company's operating performance, the same year-end bonus will be awarded.

  4. Other than disclosure in the above table, Director remunerations earned by providing services (e.g. providing consulting services as a non-employee for parent company/all companies included in the financial statements/investees): None

42

Table of Remuneration Range

Table of Remuneration Ranges for Directors Name of Director Name of Director Name of Director Name of Director
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The Company (Note 8) All companies listed
in this financial report
(Note 9)H

The Company
(Note 8)
All Companies in the
Consolidated Financial
Statements(Note 9)I
Less than NT$1,000,000 Ching-Tsung Huang,
Ping-Yung Liang,
Chin-Shu Sun,
Te-Yuan Yang,
Wen-I Chang,
Chung-Wei Lee,
Ching-Tsung Huang,
Ping-Yung Liang,
Chin-Shu Sun,
Chung-Wei Lee,
Chin-Shu Sun,
Te-Yuan Yang
Wen-I Chang
Chung-Wei Lee,
Chin-Shu Sun,
Chung-Wei Lee,
NT$1,000,000 (inclusive) –NT$2,000,000 (exclusive) Te-Yuan Yang,
Wen-I Chang
Te-Yuan Yang,
Wen-I Chang
NT$2,000,000 (inclusive) –NT$3,500,000 (exclusive) Lin-Maw Wu Lin-Maw Wu,
Ching-Tsung Huang
Ching-Tsung Huang
NT$3,500,000 (inclusive) –NT$5,000,000 (exclusive)
NT$5,000,000 (inclusive) –NT$10,000,000 (exclusive) I-Shou Lin I-Shou Lin,
Lin-Maw Wu
I-Shou Lin,
Ping-Yung Liang
I-Shou Lin,
Lin-Maw Wu
Ping-Yung Liang
NT$10,000,000(inclusive)–NT$15,000,000(exclusive)
NT$15,000,000(inclusive)–NT$30,000,000(exclusive)
NT$30,000,000(inclusive)–NT$50,000,000(exclusive)
NT$50,000,000(inclusive)–NT$100,000,000(exclusive)
Greater Than or Equal to NT$100,000,000
Total

43

(III) Remuneration for President and Vice Presidents (aggregate remuneration with name(s) indicated for each remuneration range)

December 31, 2022 December 31, 2022 December 31, 2022
Title Name Salary (A)
(Note 2)
Severance Pay and
Pension (B)
Bonuses and Special
Allowance etc. (C) (Note
3)
Employee Remuneration (D)
(Note 4)
Sum of items A, B, C
and D to net income
after taxes (NIAT) Ratio
(Note 8)
Compensation
from ventures
other than
subsidiaries
or from the
parent
company
(Note 9)
The
Company
All
companies
in the
consolidate
d financial
statements
(Note5)
The
Company
All
companies
in the
consolidated
financial
statements
(Note5)
The
Company
All
companies in
the
consolidated
financial
statements
(Note5)
The Company All companies in
the consolidated
financial
statements(Note5)
The
Company
All
companies
in the
consolidate
d financial
statements
(Note5)
Cash Stock Cash Stock
President Lin-Maw
Wu
(till Jan. 31)
14,784 16,207 12,498 12,498 5,170 6,300 32 - 32 - 32,483
4.01%
35,037
4.33%
583
President Cheng-Wu
Chang
(since Feb.1)
Executive VP
concurrently
serve as Vice
President -
Finance
Yung-Hsien
Chen
(till Jan. 31)
Vice President
- Global
Marketing &
Sales
Shih-Chi
Yang
Vice President
- Production
Yang-Cheng
Lan
Vice President
- Planning
Wei-Cheng
Chen
Vice President
- Technology
Ting-Kuo
Shih
(till July,31)

44

Vice President
- Engineering
Yao-Hsing
Chien
(till Feb 28)
Vice President
-
Administratio
Wen-Pin Lin
n
Vice President Wei-Kung
- Engineering Chang
  • Regardless of titles, compensations of employees with positions equivalent to President and Vice Presidents (such as General Manager, CEO, Director, etc.) shall be disclosed.

Table of Remuneration Range

Range of Remuneration Paid to the President and Vice
Presidents
Name of the President and Vice Presidents Name of the President and Vice Presidents
The Company (Note 6) Companies in the Consolidated Financial
Statements (Note 7) (E)
Less than NT$1,000,000 Lin-Maw Wu,Yung-Hsian Chen Lin-Maw Wu,Yung-Hsian Chen
NT$1,000,000(inclusive)–NT$ 2,000,000(exclusive)
NT$2,000,000 (inclusive) –NT$3,500,000 (exclusive) Shih-Chi Yang, Wei-Kung Chang ,
Wei-Cheng Chen, Wen-Pin Lin
Shih-Chi Yang , Wei-Cheng Chen
Wei-Kung Chang, Wen-Pin Lin
NT$3,500,000(inclusive)–NT$5,000,000(exclusive) Cheng-Wu Chang
NT$5,000,000(inclusive)–NT$10,000,000(exclusive) Ting-Kuo Shih Cheng-Wu Chang,Ting-Kuo Shih
NT$10,000,000 (inclusive) –NT$15,000,000
(exclusive)
Yang-Cheng Lan Yang-Cheng Lan
NT$15,000,000 (inclusive) –NT$30,000,000
(exclusive)
NT$30,000,000 (inclusive) –NT$50,000,000
(exclusive)
NT$50,000,000 (inclusive) –NT$100,000,000
(exclusive)
Greater Than or Equal to NT$100,000,000
Total

45

(III) Names of Managerial Officers on Employees' Compensations and the Status of Distribution

December 31, 2022 December 31, 2022
Title Name Stock Cash Total Ratio
of
Total
Amount
to
Net
Income (%)
Managers Vice Chairman Lin-Maw Wu 0 251 251 0.0310%
President Cheng-Wu Chang
Executive Vice President Yung-Hsien Chen
Vice President - Global Shih-Chi Yang
Vice President - Production Yang-ChengLan
Vice President - Planning Wei-ChengChen
Vice President - Technology Ting-Kuo Shih
Vice President - Administration Wen-Pin Lin
Vice President - Engineering Wei-KungChang
Senior Consultant Pyng-YeongLiang
Senior Consultant Ching-TsungHuang
Assistant Vice President Cheng-FengWu
Associate Manager Sheng-Wei Sung
Assistant Vice President Shun-Chin Tsao
Professional Engineer Wen-Chao Huang
Senior Consultant Tien-Chi Chang
Associate Manager Hui-FungLi
Professional Engineer Chin-Fu Huang
Senior Consultant Yong-FangZhang
Professional Engineer Chao-Hsien Li
Professional Engineer Chin-LiangTsai
Associate Manager Chi-Jui Chang
Associate Manager Chun-Kai Huang
Associate Manager Wei-Pin Kan
Associate Manager Chung-Chan Chiang
Associate Manager Wen-ChengPan
Senior Manager Chi-Chen Li
Associate Manager Tian-fu Hong
Associate Manager Yuan-HsingKuo
Assistant Vice President Ping-Lin Yang
Senior Manager Kuo-Lin Yang
Professional Manager Cheng-Yen Hsieh
Associate Manager Kuo-Yun Hsu
Associate Manager Hsuan-Chih Tuan
Associate Engineer Lin-Han Ke
Associate Manager Wen-HongChen
Associate Manager Ying-Nan Su
Associate Manager Mao-Lieh Huang
Professional Manager Zhen-HsiangLin
Associate Manager Wen-I. Weng
Associate Manager Ming-Chi Tien
Associate Manager Fu-Cai Huang
Professional Manager Yi-ChengLuo
Professional Manager Ji-Hua Wang
Professional Manager Zhi-Jian Cheng

46

Professional Manager Jung-Chang Liao
Professional Manager Shen-Hsin Huang
Associate Manager Chia-En Kuo
Associate Manager Chia-Yu Cheng
Professional Manager Hui-Jung Liao
Professional Manager Chi-Min Chou
Associate Manager Wen-ChungTien
Associate Manager Chiu-Lin Pan
Associate Manager Chun-Jen Su
Senior Consultant Hsien-TungLiu
Senior Manager Wei-Min Chen
Professional Manager Chien-Hung Lin
Special Assistant Chia-ChengLin
Senior Manager Wen-Chih Liu
Senior Manager Chuan-HsiangHuang
Senior Consultant Ching-TsungHuang
Senior Consultant Hsien-Yao Chang
Senior Manager Wei-Cheng Chen
Professional Manager De-Ren Huang
  • (IV) Name of employees receiving top 10 highest compensations and status of payment: Please refer to page 46 for details.

  • (V) Compare and analyze the total compensations paid to each of this Company's Directors, Supervisors, President, and Vice Presidents in the most recent two years by all companies listed in this Company's consolidated financial statements as a percentage of NIAT and describe the policies, standards, and packages for payment of and the procedures for determining of such compensations and its linkage to business performance and future risks

(1) Analysis of the total compensations paid to the Company’s Directors, Supervisors, General Managers, and Deputy General Managers in the most recent two years and its proportion to NIAT.


years and its

proportion to NIAT.

proportion to NIAT.
2021 2022
Title Total
remuneration
paid to
Directors,
Supervisors,
President, and
Vice Presidents
as a % of net
income
Total
remuneration paid
to Directors,
Supervisors,
President, and
Vice Presidents in
the consolidated
financial
statements as a %
of net income
Total
remuneration
paid to
Directors,
Supervisors,
President, and
Vice Presidents
as a % of net
income
Total
remuneration paid
to Directors,
Supervisors,
President, and
Vice Presidents in
the consolidated
financial
statements as a %
of net income
Director 0.42% 0.53% 2.37% 3.30%
President
and Vice
Presidents
0.51% 0.54% 4.01% 4.33%

47

  • (2) Policies, standards, and packages of remuneration:

  • In accordance with Article 26 of the Corporate Charter, the Company pays fixed monthly traveling expenses to the Directors, monthly fixed remuneration and the same annual bonus to Independent Directors. The salary of the Chairman and Vice Chairman shall be agreed upon by the board of directors in accordance with the standards of relevant industries and listed companies, and other payment shall be paid in accordance with the remuneration system.

  • The Company's remuneration paid to directors who are also the employees or managerial officers is determined in accordance with the Company's remuneration system, and based on the overall operational performance of the company for the year, individual performance goals will be evaluated, as well as job responsibilities and reference to industry pay levels. The individual performance evaluation criteria include: 1. Planning ability, 2. Sense of responsibility, 3. Coordination skills, 4. Job performance, 5. Service value, 6. Professional expertise, and 7. Moral conduct.

  • In accordance with Article 30-1 of the Corporate Charter, the remuneration of the employees shall be more than 0.2% of the profits, if any, and the remuneration of the directors shall be less than 0.1%. In 2022, the remuneration of the managers was 0.2% of the profit and the remuneration of the directors was 0.05% of the profit.

  • (3) Procedures for setting remuneration and its relevance to business performance The remuneration of directors and managerial officers shall be evaluated by the Company's Compensation Committee (at least once a year) for the reasonableness of the salary and compensation policy, system, standards, and structure. The Committee shall refer to the overall operational performance of the company as well as individual performance achievement rates (as stated in the aforementioned performance evaluation criteria) and contributions to the company's performance when considering the remuneration of directors who are also employees and managerial officers, and shall provide reasonable compensation. The recommendations shall be reviewed by the Compensation Committee and submitted to the Board of Directors for discussion.

48

IV. Implementation of Corporate Governance
(I) Operations of the Board of Directors
The Board of Directors met 9 times in 2022. Attendance is as follows:
IV. Implementation of Corporate Governance
(I) Operations of the Board of Directors
The Board of Directors met 9 times in 2022. Attendance is as follows:
IV. Implementation of Corporate Governance
(I) Operations of the Board of Directors
The Board of Directors met 9 times in 2022. Attendance is as follows:
IV. Implementation of Corporate Governance
(I) Operations of the Board of Directors
The Board of Directors met 9 times in 2022. Attendance is as follows:
IV. Implementation of Corporate Governance
(I) Operations of the Board of Directors
The Board of Directors met 9 times in 2022. Attendance is as follows:
IV. Implementation of Corporate Governance
(I) Operations of the Board of Directors
The Board of Directors met 9 times in 2022. Attendance is as follows:
Title Name (Note 1) Times of
attendance in
person

By
Proxy
Percentage
of
attendance in
person (%)
(Note 2)

Remark
Chairman Kuo Chiao Investment &
Development Co., Ltd.
Representative: I-Shou Lin

13
0 100.00% Re-elected on June 23, 2022
Director c Kuo Chiao Investment &
Development Co., Ltd.
Representative:
Lin-Maw Wu
13 0 100.00% Re-elected on June 23, 2022
Director a Chia Yuan Investment &
Development Co., Ltd.
Representative:
Pyng-Yeong Liang
8 0 100.00% New appointment on June 23,
2022
Director a Chia Yuan Investment &
Development Co., Ltd.
Representative:
Ching-Tsung Huang
8 0 100.00% New appointment on June
23,2022
Director c Kuo Chiao Investment &
Development Co., Ltd.
Representative:
Pyng-Yeong Liang
5 0 100.00% Dismissal on June 23, 2022
Director c Kuo Chiao Investment &
Development Co., Ltd.
Representative:
Ching-Tsung Huang
5 0 100.00% Dismissal on June 23, 2022
Independent
Director a
Der-Yuan Yang 13 0 88.89% Re-elected on June 23, 2022
Independent
Director
Chin-Su Sun 5 0 100.00% Dismissal on June 23, 2022
Independent
Director b
Wen-Yi Chang 13 0 100.00% Re-elected on June 23, 2022
Independent
Director d
Chung-Wei Lee 8 0 100.00% New appointment on
June 23, 2022

49

Other required disclosure:

  • I. With regard to the operations of the Board of Directors, if any of the following circumstances occur, the dates, terms of the meetings, contents of motions, all independent directors’ opinions, and the Company’s response shall be specified: Please visit Operations of the Audit Committee.

  • (I) Matters referred to in Article 14-3 of the Securities and Exchange Act: Please refer to Note 1 of Other required disclosure in operations of the Auditing Committee on page 57 to page 58.

  • (II) In addition to the previous issues, other resolutions made by the Board of Directors which are opposed or reserved by the Independent Directors and have records or written statements: The independent directors of the Company agreed to all the major proposals of the board of directors, without any objection or reservation.

  • II. Regarding recusals of directors due to conflicts of interests, the names of the directors, contents of motions, reasons for recusal, and results of voting shall be specified: Please refer to Note 1 on page 51.

  • III. The Company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation content of the board of directors' self (or peer) evaluation. Please refer to Note 2 Evaluation the performance of the Board of Directors on page 54.

  • IV. Measures taken to strengthen the function of the Board (including establishing the Audit Committee and enhancing information transparency) and results thereof:

  • On March 21, 2019, the Board of Directors established corporate governance supervisor, and on January 19, 2022, the Company changed corporate governance supervisor due to post changes. The supervisor is to assist Directors to comply with laws and regulations, handle the Board of Directors and shareholders' meetings in accordance with the law, and provide Directors with information necessary for the execution of business in order to enhance the effectiveness of the Board of Directors.

  • The Board of Directors, functional Committees and Individual Directors are regularly assessed and the assessment results are submitted to the Board of Directors on January 11, 2023.

  • 3.Conduct 6 hours of further education courses for directors to enhance their professional knowledge.

  • 4.The Company website discloses the quarterly and annual financial report and company regulations in English

50

Note 1

Date Proposal Contents of Motions Resolution Reasons for avoiding Conflicts of
Interest
Jan. 19,
2022
Proposal
3
To discuss the salary
adjustment and
payment amount of the
chairman this year
approved by the
Remuneration
Committee of the
Company.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
As the third proposal involves the
remuneration of the chairman,
which is related to his own
interests, he should withdraw. The
chairman is requested to appoint a
director to discuss this proposal on
his behalf, and the chairman has
appointed Director Lin-Maw Wu as
the chairman of this proposal.
Jan. 19,
2022
Proposal
4
To discuss the
2021annual (including
years of service) and
special incentive
bonuses for the
Chairman approved by
the Remuneration
Committee.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
As the fourth proposal involves the
remuneration of the chairman I-
Shou Lin and the special incentive
bonuses, which is related to his own
interests, he should withdraw. The
chairman is requested to appoint a
director to discuss this proposal on
his behalf, and the chairman has
appointed Director Lin-Maw Wu as
the chairman of this proposal.
Jan. 19,
2022
Proposal
5
To discuss the salary
adjustment of
Independent Directors
this year approved by
the Remuneration
Committee of the
Company.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the 5th proposal was related
to the salary adjustment to the
Independent Directors, namely,
Chin-Su Sun, Der-Yuan Yang and
Wen-Yi Chang, therefore, they
recused themselves from the
meeting to avoid conflict of interest
Jan. 19,
2022
Proposal
6
To discuss the salary
adjustment of the
Remuneration
Committee this year
approved by the
Remuneration
Committee of the
Company.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the 6th proposal was related
to the salary adjustment to the
Remuneration Committee, namely,
Chin-Su Sun, Der-Yuan Yang and
Wen-Yi Chang, therefore, they
recused themselves from the
meeting to avoid conflict of interest
Jan. 19,
2022
Proposal
7
To discuss the year-
end bonus approved
by the Company's
Remuneration
Committee for
Independent Directors
concurrently serving
as Audit Committee
members.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the 7th proposal was related
to year-end bonus paid to the audit
committee members, namely, Chin-
Su Sun, Der-Yuan Yang and Wen-
Yi Chang, therefore, they recused
themselves from the meeting to
avoid conflict of interest
Jan. 19,
2022
Proposal
8
To discuss the year-
end bonus approved
by the Company's
Remuneration
Committee for
Independent Directors
concurrently serving
as Renumeration
Committee members.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the 8th proposal was related
to year-end bonus paid to the
Remuneration Committee members,
namely, Chin-Su Sun, Der-Yuan
Yang and Wen-Yi Chang, therefore,
they recused themselves from the
meeting to avoid conflict of interest
Jan. 19,
2022
Proposal
9
To discuss the salary
adjustment and
payment amount of the
Managerial Officer
this year approved by
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Since the 9th proposal was related
to the remuneration paid to
President Lin-Maw Wu and the
senior consultant Ching-Tsung
Huang, they recused themselves

51

the Remuneration
Committee of the
Company.
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
from the meeting to avoid conflict
of interest.
Jan. 19,
2022
Proposal
10
To discuss the 2021
annual (including
years of service) and
special incentive
bonuses for the
managerial officer
approved by the
Remuneration
Committee.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the 10th proposal was related
to the year-end (including years of
service) and performance incentive
bonuses paid to President Lin-Maw
Wu and the senior consultant
Ching-Tsung Huang, they recused
themselves from the meeting to
avoid conflict of interest.
Feb. 14,
2022
Proposal
1
To discuss the salary
and payment amount
of the Vice Chairman
approved by the
Remuneration
Committee of the
Company.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the first proposal was related
to the remuneration paid to Vice
Chairman Lin-Maw Wu which is
related to his own interests, he
should withdraw.
Mar. 09,
2022
Proposal
2
To discuss the 2021
employee
compensation and
director remuneration
distribution plan
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the second proposal discussed
compensations for Chairman and
managerial officer; therefore, the
Chairman are required to recuse
himself from the meeting to avoid
conflict of interest. Chairman shall
appoint a Director to preside over
the meeting when discussing the
proposal. The Chairman appointed
Director Chin-Su Sun to preside
over the meeting when discussing
the 1st proposal.
June 16,
2022
Proposal
4
To discuss the
proposed item is to
sponsor the funding
for the installation of
emergency power
generation equipment
at I-Shou University.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the proposal 4th requires
Chairman I-Shou Lin and Director
Ching-Tsung Huang (director of I-
Shou University) to recuse from the
meeting, I-Shou Lin appointed
Director Lin-Maw Wu as the acting
Chairman of the proposal 4.
July 6,
2022
Proposal
4
To discuss the salary
structure and payment
amounts proposed by
the company's
Remuneration
Committee for the
Chairman and Vice
Chairman.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the proposal 4th requires
Chairman I-Shou Lin and Vice
Chairman Lin-Maw Wu to recuse
from the meeting, I-Shou Lin
appointed Director Der-Yuan Yang
as the acting Chairman of the
proposal 4.
July 6,
2022
Proposal
5
To discuss the
structure and amount
of the managers'
remunerations
proposed by the
Remuneration
Committee.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the proposal 5th discusses the
remuneration of and senior
consultant Ching-Tsung Huang,
which is related to his own
interests, he should withdraw.
July 6,
2022
Proposal
6
To discuss the monthly
traveling expenses for
directors proposed by
Other than those Directors
who recused from
participation, discussion,
Since the proposal 6th discussed the
traveling expenses of Chairman I.S.
Lin, Director Lin-Mao Wu,

52

the Remuneration
Committee.
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Director Pyng-Yeong Liang and
Director Chin-Tsung Huang;
therefore, they recused themselves
from the meeting to avoid conflict
of interest and Independent
Director Der-Yuan Yang has been
appointed as the acting Chairman.
July 6,
2022
Proposal
7
To discuss the
remuneration for
independent directors
proposed by the
Remuneration
Committee.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the proposal 7th was related
to remunerations paid to
Independent Directors Der-Yuan
Yang, Wen-Yi Chang and Chung-
Wei Lee; therefore, they recused
themselves from the meeting to
avoid conflict of interest.
Resolution:
July 6,
2022
Proposal
8
To discuss the
remuneration for
members
of the Remuneration
Committee proposed
by the committee
itself.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the proposal 8th was related
to traveling expenses paid to Der-
Yuan Yang, Wen-Yi Chang and
Chung-Wei Lee of remuneration
committee; therefore, they recused
themselves from the meeting to
avoid conflict of interest.
Aug. 8,
2022
Proposal
3
To discuss the
proposed item for
discussion is the sale
of a portion of the
land, building, and salt
field in the Yulin
section of Qiaotou
District owned by our
company to our
subsidiary, Shin Yang
Steel Co., Ltd
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the proposal 3th requires
Chairman I-Shou Lin (director of
Shin Yang Steel) to recuse from the
meeting, I-Shou Lin appointed
Director Pyng-Yeong Liang as the
acting Chairman of the proposal 3th
Nov. 22,
2022
Proposal
2
To discuss the
proposed item is the
disposal of the
property usage rights
asset of our subsidiary,
Yieh Hsing Enterprise
Co., Ltd.
Other than those Directors
who recused from
participation, discussion,
and voting at the meeting as
required by law, all
Directors presented at the
meeting did not present any
objection and approved the
proposal as proposed.
Since the proposal second requires
Chairman I-Shou Lin and Lin-Mao
Wu (director of Yieh Hsing
Enterprise) to recuse from the
meeting, I-Shou Lin appointed
Director Pyng-Yeong Liang as the
acting Chairman of the proposal
second.

53

Note 2 Evaluation the performance of the Board of Directors

Evaluati
on cycle
Period Scope Methods Content
Once a
year
Jan. 01,
2022~
Dec. 31,
2022
Board of
Directors
Self-evaluation of
the Board of
Directors
1. Participation of the Company's operation (7 items)
2. Improvement in the Board's decision making quality
(10 items)
3. Composition and structure of the Board (7 items)
4. Selection and continuing education of the directors
(5 items)
5. Internal control (5 items)
Evaluation result: Better than Standard
Individual
Director
Self-evaluation of
Directors
1. Execution of the Company's goals and tasks (2
items)
2. Understanding of the director's roles and
responsibilities (2 items)
3. Participation of the Company's operation (7 items)
4. Management and communication of the internal
relations (3 items)
5. Expertise and continuing education of the directors
(3 items)
6. Internal control (3 items)
Evaluation result: Better than Standard
Audit
Committee
Internal self-evaluation
of functional
committees (the Audit
Committee)

1. Participation of the Company's operation (4 items)
2. Recognition of the duties of the Audit Committee (4
items)
3. Improving the Audit Committee's decision-making
(6 items)
4. Composition of the Audit Committee, and the
election and appointment of committee members (3
items)
5. Internal control (3 items)
Evaluation result: Better than Standard
Remuneration
Committee
Internal self-evaluation
of functional
committees (the
Remuneration
Committee)

1. Participation of the Company's operation (4 items)
2.Recognition of the duties of the Remuneration
Committee (3 items)
3.Improving the Remuneration Committee's decision-
making (6 items)
4.Composition of the Remuneration Committee, and
the election and appointment of committee members
(3 items)
Evaluation result: Better than Standard

54

(II) Operations of the Audit Committee:

Operations of the Audit Committee:

The Audit Committee met 8 times in 2021. Attendance is as follows:

Title Name Times of
attendance in
person (B)
Times of
attendance
by proxy
Percentage of
attendance in
person (%) (B/A)
(Note 1,2)
Remark
Independent
Director a
Der-Yuan
Yang
10 0 100.00% Re-elected on
June 23,2022
Independent
Director b
Chin-Su
Sun
4 0 100.00% Dismissal on
June 23,2022
Independent
Director c
Wen-Yi
Chang
10 0 100.00% Re-elected on
June 23,2022
Independent
Director d
Chung-
Wei Lee
6 0 100.00% New
appointment on
June 23,2022
Other required disclosure:
1. With regard to the operations of the Audit Committee, if any of the following circumstances
occur, the dates, terms of the meetings, contents of motions, the objections, reservations and
major suggestions of the independent directors, all Audit Committee resolutions, and the
Company’s response to the Audit Committee's opinions shall be specified:
(I) For items listed in Article 14-5 of the Securities and Exchange Act: Please refer to note 1.
(II) Except the preceding issues, other resolutions approved by two-thirds of all Directors but
yet to be approved by the Audit Committee: Please refer to note 1.
II. Regarding recusals of independent directors due to conflicts of interests, the names of the
independent directors, contents of motions, reasons for recusal, and results of voting shall be
specified: None
III. Communications between the independent directors, the Company's chief internal auditor, and
CPAs (shall include the material items, methods and results of audits of corporate finance or
operations, etc.).
Notes: (I) Communications between the internal auditor and Independent Directors once a year.
The communication status:
1. After the audit report and tracking improvement report were submitted and approved,
an official letter and a copy of the report are sent to each of the Independent Directors
for review by double registered mail.
2. Seminar held on March 09, 2022: Audit Business Report Implementation Status.
● Matters declared to the competent authority.
● Sound audit report related operations.

55

The Company's independent directors have maintained optimal communication with the head of internal audit. There are no suggestions in this meeting.

  • (II) Communication between the Company's CPA and Independent Directors twice a year. The communication status :

  • Meeting on March 09, 2022 Communicated with the governing body and discussed audit conclusion matters for Yieh Phui Enterprise Co., Ltd. in 2021.

  • Meeting on November 07, 2022 Communicated with the governing body and discussed audit planning matters for Yieh Phui Enterprise Co., Ltd. in 2022.

  • Communications between the Company's Independent Directors and CPAs are

  • effective, where consensus over various communication matters is achieved. There are no suggestions in this meeting.

Please visit Yieh Phui’s website for the aforementioned communication matters.

Note 1

  • (I) 2022 Work Focus:

The Audit Committee held 10 meetings in 2022, mainly reviewing:

  1. Quarterly financial Statements

  2. Evaluation of the effectiveness of the internal control system

  3. Amend and establish the Company's internal control system.

  4. Material assets or derivatives trading

  5. Material loaning of funds, and provision of endorsements/guarantees

  6. Assessment of the appointment and independence of the CPAs

  7. The distribution of retained earnings

56

(II) 2022 Operation:

Audit
Committee
date and
term
Proposals and Follow-up Actions Art. 14-5 of
the
Securities
and
Exchange
Act
Resolutions
made by the
Audit
Committee
and how the
resolutions
were dealt
with by the
Board of
Directors.
First meeting
January
19,2022
1.The proposed change of the financial supervisor of our
company is up for discussion.
2.The proposed change of the accounting supervisor of our
companyis upfor discussion.
V Approved by
all members
presented,
proposed to
the Board
and
approved by
all directors
presented at
the meeting
without any
objection.
(Resolutions
passed by
two-thirds of
all Directors
but yet to be
approved by
the Audit
Committee)
Second
meeting
March 09,
2022
1. Proposed 2021 Business Report, Individual Financial
Statements and Consolidated Financial Statements.
2. Proposal on Modifying the “Procedures for Acquisition
and Disposal of Assets.
3. Proposal on Modifying the “Corporate Governance
Principles “.
4. Proposal on Modifying the “Audit Committee Charter “.
5. The proposed addition of the operational procedure
"Preparation and Verification of Sustainability Reports"
under the "General Management" section of our
company's internal control system is up for discussion.
6. Submit the 2021 Statement of Internal Control System of
the Company.
7. To discuss the Company's intent to engage in the forward
exchange derivatives transactions.
V
Third
meeting
May 04,
2022
1. Approve the distribution of retained earnings for 2021.
2. Discussion on the distribution of the stock dividend of the
bonus for stockholders and the transfer of earnings as
capital for 2021
3. The proposed review item is the consolidated financial
statements for the first quarter of the fiscal year 2022 of
our company.
4. To discuss the payments paid to CPAs for 2022, and to
assess their independence.
5. The proposed item is the lifting of restrictions on director
non-compete clauses.
6. The proposed item for discussion is the filing of an
application to the Fair-Trade Commission by our company
and Yieh United Steel Corporation for the joint operation
of Tang Rong Iron Works Co., Ltd. through a business
combination.
7. To discuss the Company's intent to engage in the forward
exchange derivatives transactions.
V
4th meeting
June 16,
2022
1. Amendment to the Company's "Internal Control System of
the Shareholder Service Unit."
2. The proposed discussion topic is the risk assessment and
response measures regardingenvironmental,social,and
V

57

corporate governance (ESG) issues related to our
company's operations.
3. The proposed item is to sponsor the funding for the
installation of emergency power generation equipment at
I-Shou University.
5th meeting
July 06,
2022
1. To discuss the Company's intent to engage in the forward
exchange derivatives transactions.
V
6th meeting
August 08,
2022
1. The proposed review item is the consolidated financial
statements for the second quarter of the fiscal year 2022 of
our company.
2. The proposed item for discussion is the sale of a portion of
the land, building, and salt field in the Yulin section of
Qiaotou District owned by our company to our subsidiary,
Shin Yang Steel Co., Ltd.
3. To discuss the loan with United Brightening Development
Corp.
4. To discuss the loan with Kuo Chang Enterprise Co., Ltd.
5. Matters respecting the Company acting as joint guarantor
and co-issuer of promissory notes for joint credit
applications of subsidiary Yieh Phui (Hong Kong)
Holdings Limited.
6. To discuss the Company's intent to engage in the forward
exchange derivatives transactions.
V
7th meeting
September
21, 2022
1. To discuss the Company intends to participate in the
capital increase of Hong Yuh Assets Management Co.,Ltd.
V
8th meeting
November.
07, 2022
1. The proposed review item is the consolidated financial
statements for the third quarter of the fiscal year 2022 of
our company.
2. To discuss the Company's intent to engage in the forward
exchange derivatives transactions.
V
9th meeting
November
22
1. The proposed item is the acquisition of the property usage
rights asset of our subsidiary, Shin Yang Steel Co., Ltd.
2.The proposed item is the disposal of the property usage
rights asset of our subsidiary, Yieh Hsing Enterprise Co.,
Ltd.
10th meeting
December
21
1. To discuss 2022 Audit Plan.
2. To discuss the amendment to internal control "General
Management"
3.The proposed item is the revision of the "Accounting
System" of our company, which is up for discussion.
4.The proposed item is the establishment of a cybersecurity
policy, the formation of a cybersecurity implementation
team, and the planning of cybersecurity management,
which are up for discussion.
5. The proposed item is the formulation of the "Risk
Management Policy and Procedures" of our company,
which is upfor discussion.

In 2022, the Audit Committee had no objections, reservations or major suggestions from independent directors.

58

(III) The Differences between the Corporate Governance Practice of the Company and the “Guideline for TWSE/TPEx Listed Companies Governance”


Governance”

Governance”

Governance”
Evaluation Item Current Operation (Note) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Description
I. Has the Company established and disclosed its
Corporate Governance Best-Practice Principles
based on the Corporate Governance Best-
Practice Principles or TWSE/TPEx Listed
Companies?
V In accordance with the latest amendments to the
Corporate Governance Best Practice Principles for
TWSE/GTSM Listed Companies, the Company
approved the amendment of the Corporate
Governance Code by the Board of Directors on
March 9, 2022
No significant difference is
found between the
Company's practices and
Article 1 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies.
II. Shareholding structure & shareholders' rights
(I) Does the Company establish internal operating
procedures to deal with shareholders’
suggestions, doubts, disputes, and litigations,
and implement based on the procedures?
(II) Does the Company possess a list of its major
shareholders with controlling power as well as
the ultimate owners of those major
shareholders?
(III) Has the Company established, and does it
execute, a risk management and firewall
system within its affiliated companies?
(IV) Has the Company established internal rules
against insiders trading with undisclosed
information?

V
V
V
V
(I) The Company's Shareholder Service Department
is a dedicated unit set up to handle suggestions
from and disputes relating to shareholders. The
Shareholder Service Section on the Company's
website is also set up with contact information
to facilitate shareholder contact and inquiry.
(II) The Company has a list of the major shareholders
of the Company and the controlling parties of
these shareholders.
(III) The Company has established appropriate risk
control mechanisms and firewalls in accordance
with the Procedure for Supervision and
Management of Subsidiaries, the Procedure for
Lending and Guarantee, the Procedure for
Acquisition and Disposal of Assets and
Procedure for Management of Related-Party
Transactions.
(IV) The Company has established the " the
Procedure for Handling of Internal Material
Information," "Code of Ethics," and "Code of
Conduct for Business Integrity." The "Corporate
GovernancePractices Guidelines"strictly

(I) No significant difference
is found between the
Company's practices and
Article 13 of the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
(II) No significant difference
is found between the
Company's practices and
Article 19 of the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
(III) No significant
difference is found
between the Company's
practices and Article 14
of the Corporate
GovernanceBest

59

Evaluation Item Current Operation (Note) Current Operation (Note) Current Operation (Note) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Description
prohibit insider trading, which refers to the use
of undisclosed material information to buy or
sell securities in the market.
Practice Principles for
TWSE/TPEx Listed
Companies.
(IV) No significant
difference is found
between the Company's
practices and the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
III. Composition and responsibilities of the Board
of Directors
(I) Does the board of directors formulate
diversification policies, specific management
objectives and implement them?
(II) Does the Company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit
Committee?
(III) Has the Company established standards to
measure the performance of the Board, and
does the Company implement such annually,
and report the results of evaluations to the
Board, and use them as a reference for
individual directors' remuneration and
nomination and renewal?
(IV) Does the Company regularly evaluate the
independence of the CPAs?
V
V
V
V (I) The Company has clearly regulated the
diversification policy of the board of directors in
Article 20 of the Corporate Governance Best
Practice Principles. The composition of the board
of directors of the Company is based on the scale
of the Company's operation and development and
the shareholding of major shareholders, and the
practical needs. When considering and screening
the candidates for directors, the Company would
measure the professional background, academic
(working) experience, integrity or related
professional qualifications based on the principle
of diversification. At present, all directors and
independent directors of the Company have
complete and rich academic and working
experience and the composition is diversified.
Please refer to page 25-27 to the diversification
policies of the board of directors, the specific
management objectives and the implementation?
(II) The Company set up functional Committees in
compliance with relevantregulations.

(I) No significant difference
is found between the
Company's practices and
Article 20 of the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
(III) No significant
difference is found
between the Company's
practices and Article 37 of
the Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
(IV) No significant
difference is found
between the Company's
practices and Article 28 of
the Corporate Governance

60

Evaluation Item Current Operation (Note) Current Operation (Note) Current Operation (Note) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Description
(III) The Company passed the performance appraisal
method at the Board meeting on March 09,
2022, and conducts performance appraisal
regularly every year, and the evaluation should
be performed by an external independent
professional agency or team of external experts
and scholars when necessary.
The results of the 2022 performance appraisal
exceeded the standard. Please refer to the
Company's website for relevant contents, and it
has been submitted to the Board of Directors on
March 09, 2023 and can be used as a reference
for nominating Directors.
(IV) The Company assesses the independence of
CPAs once every year. The result of the
assessment was reported to and approved by the
Board of Directors on March 09, 2023. It carried
out assessment on the independence of CPA
Ling-Wen Huang and CPA Shu-Man Tsai of the
Crowe (TW) CPAs, both of whom are qualified
for being the Company's CPAs.
Evaluation Item:
1.Not serving as a Director, Supervisor, managerial
officer, or a position of significant influence,
and not a stakeholder of the Company
2. No direct and indirect conflicts of interests with
the Company
3. No profits gained from the Company's investments
or interests shared with the Company
4. Not a natural person shareholder who directly or
indirectly holds more than 1%
of the total number of shares issued by Yieh Phui
or is one of the top ten shareholders by

Best Practice Principles
for TWSE/TPEx Listed
Companies.

61

Evaluation Item Current Operation (Note) Current Operation (Note) Current Operation (Note) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Description
shareholding
5. Not commissioned by the Company to audit and
certify financial statement for seven consecutive
years.
6. The accounting firm has issued the "Impartiality
and Independence Declaration Letter."
IV. Does the Company appoint a suitable number
of competent personnel and a supervisor
responsible for corporate governance matters
(including but not limited to providing
information for directors and supervisors to
perform their functions, assisting directors
and supervisors with compliance, handling
work related to meetings of the Board of
Directors and the shareholders' meetings, and
producing minutes of Board meetings and
shareholders' meetings)?


V
The finance department is a part-time corporate
governance unit.
On March 31, 2019, the Board of Directors is in
charge of corporate governance by designating
the Assistant Manager of Finance as corporate
governance officer. He has more than three
years of experience in financial, stock or
business management in public companies. His
main powers are to assist in providing the
information needed for the Directors to carry
out their business, assist the Directors,
complying with laws and regulations, and
handle the Board of Directors and related
matters of the shareholders' meeting according
to law, making minutes of the Board of
Directors and shareholders' meeting, and other
matters stipulated in the Articles of
Incorporation or contract. The corporate
governance officer has completed 20 hours of
training courses in 2022. Please refer to (Note 1)
for the information of training courses.

No significant difference
is found between the
Company's practices and
Article 3-1 of the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.

62

Evaluation Item Current Operation (Note) Current Operation (Note) Current Operation (Note) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Description
V. Has the Company established communication
channels and built a dedicated section on its
website for stakeholders (including but not
limited to shareholders, employees,
customers, and suppliers) to respond to
material corporate social responsibility
issues in a proper manner?
V With stakeholders either as a correspondent bank,
other creditors, an employee, consumer,
supplier, community, or a company, the
Company makes available clear communication
channels, respects and secures their interests
guaranteed by law. The Company sets up a
stakeholders' section with contact information of
the various responsible units available on the
official website, constructs questionnaires for
stakeholders to understand the key issues they
care about, so as to adjust the Company's
operating policies accordingly.

No significant difference is
found between the
Company's practices
and Article 51 of the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
VI. Has the Company appointed a professional
shareholder service agency to deal with
shareholder affairs?
V The Company’s shareholder service unit is staffed
with professionals with required certification
and continuing education to ensure that the
shareholder meetings are legal, effective and
safe.
No significant difference is
found between the
Company's practices
and Article 7 of the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
VII. Information disclosure
(I) Does the Company have a corporate website to
disclose both the Company’s financial
standings and corporate governance status?
(II) Does the Company have other information
disclosure channels (e.g., setting up an
English website, appointing designated
people to handle information collection and
disclosure, creating a spokesman system, and
webcasting investor conferences)?
(III) Does the Company announce and report
annual financial statements within two

V
V
V (I) The Company has set up a website for disclosure
of information relating to the Company's
operations, financial and corporate governance
practices in Chinese and English. Investors can
also view the information at the Market
Observation Post System (MOPS).
(II) The Company has set up an English website and
appointed dedicated personnel to handle
information collection and disclosure. The
Company has also set up a spokesperson system
to ensure timely and adequate disclosure of the
Company’s information.
(I) No significant difference
is found between the
Company's practices
and Article 57 of the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
(II) No significant difference
is found between the
Company's practices
and Article 57 of the

63

Evaluation Item Current Operation (Note) Current Operation (Note) Current Operation (Note) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Description
months after the end of each fiscal year, and
announce and report the financial statements
of the first three quarters, as well as monthly
operation results, before the prescribed time
limit?
Two investors conferences were held in 2022, of
which the video records are readily available on
the Company's website.
(III) The Company will gradually adjust its internal
operations and announce financial reports
earlier.
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies.
(III) There are some
differences found
between the Company's
practices and Article 55
of the Corporate
Governance Best
Practice Principles for
TWSE/GTSM Listed
Companies and the
Company's practices.
VIII. Is there any other important information to
facilitate a better understanding of the
Company’s corporate governance practices
(including but not limited to employee
rights, employee wellness, investor relations,
supplier relations, stakeholder rights,
directors’ and supervisors’ training records,
implementation of risk management policies
and risk evaluation measures,
implementation of customer policies, and
participation in liability insurance by
directors and supervisors)?

v
1. For employee rights and benefits, please refer to
P144-148.
2. The Company has set up an online platform with
disclosure of the contact number and email of the
Shareholder Service Department to facilitate
shareholder communication and information
transparency, providing the suppliers and
stakeholders an overview of the Company’s
operations and practices.
3. The Company provides the directors updated
information on laws and regulations and schedules
of available opportunities for continuing
education.
4. The Company at all time takes notice of and
understands relevant laws and regulations as
stipulated or amended by the competent authority,
so as tominimizeits potentialoperation risks.
No significant difference is
found between the
Company's practices
and Article 39, 47, 49,
50, 51, 52, and 53 of
the Corporate
Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies.

64

Evaluation Item Current Operation (Note) Current Operation (Note) Current Operation (Note) Deviations from the
Corporate Governance Best-
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Yes No Description
5. The Company has purchased for directors a
liability insurance policy, of which the extent of
coverage and contents were reported to the Board
of Directors on the Board Meeting held on May 4,
2023.
6. For the Company's "Directors' and Supervisors'
Continuing Education", please refer to the
Directors' Continuing Education section in this
annual report. (Note 2)
IX. Please explain the improvements made in accordance with the Corporate Governance Evaluation results released by the Taiwan Stock
Exchange’s Corporate Governance Center, and provide the priorities and plans for improvement with items yet to be improved. (Leave blank
if the company was not evaluated.)
Evaluation Indicators
Improved
Does the Company establish an intellectual property management
plan which is linked to operational targets, disclose the execution
process on the Company's website or the Annual Report, and
report to the Board of Directors at least once a year?
In 2023, a plan will be proposed and presented to the Board
of Directors.
Evaluation Indicators
Priority improvement and actions for items not yet improved
Has the company uploaded an English version of its sustainability
report on the Public Information Observation System and the
company's website?
Will the company plan to upload an English version of its
sustainability report on the Public Information Observation
System and the company's website in 2023

Note: Provide a brief description in the appropriate column, regardless whether yes or no is selected.

65

Note 1: The continuing education of the Corporate Governance Officer: 2022

Title Name Date Organizer Course Name Number
of Hours
Chief
Corporate
Governance
Officer
Huang ,Mao
Lieh
April 22, 2022 Taiwan Institute for
sustainable Energy
TaiShin 30 Sustainable Zero Summit - Achieving
Sustainability 2030 Through Serious Zeroing
Efforts
3
May 20, 2022 Securities & Futures
Institute
2022 Insider Trading Prevention Awareness
Conference
3
July 7, 2022 wse, Taipei Exchange Sustainable Development Roadmap Industry
Advocacy Conference
2
October 05, 2022 Taiwan Corporate
Governance Association
How Directors and Supervisors Supervise
Companies to Manage Corporate Risk and Crisis
Response
3
October 05, 2022 Taiwan Corporate
Governance Association
What Investors are Thinking - Discussing
Corporate Sustainable Transformation from the
Perspective of ESG Investment and Financing
3
October 07, 2022 Twse, Taipei Exchange Release of Reference Guidelines for Independent
Directors and Audit Committees of Listed
Companies in 2022 and Directors and Supervisors
Advocacy Conference
3
October 26, 2022 Securities & Futures
Institute
2022 Legal Compliance Promotion Conference on
Insider Stock Trading by Insiders
3
Total 20

Note 2: The continuing education of the Directors in 2022:

Title Name Date Organizer Course Number
of Hours
Chairman I-Shou Lin October
05,
2022
Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise
Companies to Manage Corporate Risk and Crisis
Response
3
What Investors are Thinking - Discussing Corporate
Sustainable Transformation from the Perspective of
ESG Investment and Financing
3
Director Lin-Maw
Wu
October
18,
2022
The Institute of internal Auditors-
Chinese
Risk-based Internal Audit Methods and Practices 6

66

Director Pyng-
Yeong
Liang
October
05, 2022
Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise
Companies to Manage Corporate Risk and Crisis
Response
3
What Investors are Thinking - Discussing Corporate
Sustainable Transformation from the Perspective of
ESG Investment and Financing
3
Director Ching-
Tsung
Huang
October
05, 2022
Taiwan Corporate Governance
Association
How
Directors
and
Supervisors
Supervise
Companies to Manage Corporate Risk and Crisis
Response
3
What Investors are Thinking - Discussing Corporate
Sustainable Transformation from the Perspective of
ESG Investment and Financing
Independent Director Der-Yuan
Yang
October
05, 2022
Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise
Companies to Manage Corporate Risk and Crisis
Response
3
What Investors are Thinking - Discussing Corporate
Sustainable Transformation from the Perspective of
ESG Investment and Financing
3
Independent
Director
Chung-Wei
Lee,
October
05, 2022
Taiwan Investor Relations Institute How
Directors
and
Supervisors
Supervise
Companies to Manage Corporate Risk and Crisis
Response
3
Taiwan Corporate Governance
Association
What Investors are Thinking - Discussing Corporate
Sustainable Transformation from the Perspective of
ESG Investment and Financing
3
October
07, 2022
Twse, Taipei Exchange Publication of Reference Guidelines for the
Exercise of Duties by Independent Directors and
Audit Committees, and Directors and Supervisors
Advocacy Conference.
3
October
26, 2022
Securities & Futures Institute 2022 Legal Compliance Promotion Conference on
Insider Stock Trading by Insiders
3
Independent
Director
Wen-Yi
Chang
October
05, 2022
Taiwan Corporate Governance
Association
How Directors and Supervisors Supervise
Companies to Manage Corporate Risk and Crisis
Response
3
What Investors are Thinking - Discussing Corporate
Sustainable Transformation from the Perspective of
ESG Investment and Financing
3

67

(VI) Professional Qualifications and Independence Analysis of Remuneration Committee Members

December 31, 2022

Title
(Note 1) Name
Criteria
Professional qualifications
and experience(Note 2)
Independence Criteria
(Note 3)
Number of Other
Public
Companies
Where the
Individual
Concurrently
Serves as a
Remuneration
Committee
Member
Independent
Director
Convener
Te-Yuan Yang Please refer to page 24 and
Annex 1 for information on
the directors and
supervisors' professional
qualifications and
experience (Part I).

Please refer to page
24and Annex 1 for
information on the
independence status of
the directors and
supervisors (Part I).
1
Independent
Director
Chung-Wei
Lee
0
Independent
Director
Wen-I Chang 1
  • Note 1.Please specify the relevant years of service, professional qualifications, experience and independence of each member of the Remuneration Committee in the form. If you are an independent director, please refer to the information of directors and supervisors (I) in Table 1 on page OO. For the title, please fill in director, independent director, or others (please take a mark if you are the convener).

  • Note 2.Professional qualifications and experience: Specify the professional qualifications and experience of individual members of the Remuneration Committee.

  • Note 3.Independence Criteria: State the independence of the members of the Remuneration Committee, including but not limited to whether themselves, their spouses and relatives within the second degree are directors, supervisors or employees of the Company or its affiliated enterprises; the number and proportion of shares held by themselves, their spouses and relatives within the second degree (or in the name of others); whether they are the directors, supervisors or employees of a company with a specific relationship with the Company (refer to the provisions of Article 6, Paragraph 1, Subparagraph 5-8 of the Measures for the Establishment and Exercise of Functions and Powers of Remuneration Committees of Companies Whose Shares are Listed or Traded on the Business Premises of Securities Firms); amount of remuneration obtained for providing business, legal affairs, finance, accounting and other services to the Company or its affiliated enterprises in the last two years.

  • Note 4.Please refer to the best practice reference examples on the website of Corporate Governance Center of Taiwan Stock Exchange for the disclosure method.

68

Operation Status of the Remuneration Committee

I. There are three members in the Remuneration Committee of the Company.

II. The current term of office: From June 23, 2022 to June 22, 2025. The Remuneration Committee held 2 meetings from January to March 2023 and 4 meetings (A) in 2022, in which the qualification and attendance of the Remuneration Committee members are stated as follows:

Title Name Attendanc
e in
Person
(B)
By
Proxy
Attendanc
e Rate
(%)
(B/A)
(Note)
Term Remark
Convener Der-Yuan
Yang
4 0 100% June 23, 2022
~June 22,
2025.
Scope of Authority:
Discuss and vote
on matters related
to remuneration at
the Company, and
submit proposals
and
recommendations
to the Board of
Directors.
Committee
Member
Chin-Su
Sun
3 0 100% Dismissal on
June 23,2022
Committee
Member
Wen-Yi
Chang
4 0 100% June 23, 2022
~June 22,
2025.
Committee
Member
Chung-
Wei Lee
1 0 100% June 23, 2022
~June 22,
2025.
Regular review of Remuneration:
The responsibilities of the Remuneration Committee of the Company is to hold at least two
meetings to evaluate the remuneration policy and system for directors and managerial officers, and
convene meetings when necessary, and to submit its suggestions to the Board of Directors as a
reference in the decision-making process.
The Power of Remuneration Committee:
(1) Establishes and periodically reviews the performance evaluation and policies, system,
standards, and structure of the remuneration for Directors and managers.
(2) Evaluate remuneration paid to Directors and managers on a regular basis.
Information on 2021 Remuneration Committee Meeting:
Please refer to page70-71(Note 1) on the discussion and result of resolutions of the
Remuneration Committee and the Company's handling of opinions of the Committee from 2022
to March 2023:
Other required disclosure:
Ⅰ.If the Board of Directors refuses to adopt or amend a recommendation from the Remuneration
Committee, the date of the meeting, session, contents of the motions, resolution by the Board of
Directors, and the Company’s response to the Remuneration Committee’s opinion (e.g., the
circumstances and cause for the difference if the remuneration passed by the Board of Directors
exceeds the recommended amount by the Remuneration Committee) shall be specified: None
II. If there were resolutions by the Remuneration Committee to which members have dissenting or
qualified opinions, and for which there is a record or declaration in writing, the date of the
meeting, session, contents of the motions, all members’ opinions, and the response to
members’opinions shall be specified: None

69

Note 1

Note 1
Date of
Meeting
Contents of Motions Resolution
Results
The Company's actions in response
to the opinions of the Remuneration
Committee
The 7th
meeting of
the 4th term
Jan. 19,2022
1. To discuss the adjustment of the performance
goals of the directors and managers and the
salary and remuneration system and
structure of the Company.
2. Review of the increase in employee salaries
and wages, and the adjustment and amount
of the Chairman's remuneration of the year
3. Review of the 2021 year-end (including
years of service) and performance bonus for
the Chairman
4. To discuss the Company's plan to adjust the
remuneration of independent directors,
5. To discuss the Company’s intention to adjust
the remuneration of the members of the
Remuneration Committee.
6. Review of the year-end bonus for the
independent directors, who are also a
member of the Audit Committee
7. Review of the year-end bonus for the
independent directors, who are also a
member of the Remuneration Committee
8. To discuss the annual increase in employee
salaries and wages, adjustment and amount
of the managerial officers' remuneration
9. Review of 2021 year-end (including years of
service) and performance bonus for the
Company's Remuneration Committee.
All Directors
present at the
meeting adopted
the resolution
without
dissidence
Reporting to the Board of Directors
All Directors present at the meeting
adopted the resolution without
dissidence
The 8th
meeting of
the 4th term
Feb. 14, 2022
1. To review Lin-Maw Wu’s remuneration as
the vice Chairman of the Company.
2. To review Chen-Wu Chang’s remuneration as
President's of the Company
All Directors
present at the
meeting adopted
the resolution
without
dissidence
Reporting to the Board of Directors
All Directors present at the meeting
adopted the resolution without
dissidence
The 9th
meeting of
the 4th term
March 9,2022
1. Review and discuss the 2021 employee
compensation and director compensation
distribution
All Directors
present at the
meeting adopted
the resolution
without
dissidence
Reporting to the Board of Directors
All Directors present at the meeting
adopted the resolution without
dissidence
The First
meeting of
the 5th term
July 6, 2022
1. Discuss the target, achievement and
remuneration system and structure of
directors and managers
2. Discuss the salary structure and payment
amount of the Chairman and Vice Chairman
of the Company
3. Discuss the salary structure and payment
amount of the Company's executives.
4. Discuss the monthly The traveling expenses
paid to the Company's directors.
5. Discuss the salary compensation of the
Company's independent directors.
6. Discuss the salary compensation of the
members of the Company's Remuneration
Committee .
All Directors
present at the
meeting adopted
the resolution
without
dissidence
Reporting to the Board of Directors
All Directors present at the meeting
adopted the resolution without
dissidence
The second
meeting of
the 5th term
January
11,2023
1.
Deliberation on the year-end (including
length of service) and performance bonuses for
the Chairman, Vice Chairman, and executives
of the Company for 2022.
2.
Deliberation on the year-end
remuneration plan for the independent directors
All Directors
present at the
meeting adopted
the resolution
without
dissidence
Reporting to the Board of Directors
All Directors present at the meeting
adopted the resolution without
dissidence

70

of the Company.
3.
Deliberation on the year-end
remuneration plan for the Compensation
Committee of the Company.
The Third
meeting of
the 5th term
March 9,
2023
1. Discussion on the allocation of employee and
director remuneration for 2022.
All Directors
present at the
meeting adopted
the resolution
without
dissidence
Reporting to the Board of Directors
All Directors present at the meeting
adopted the resolution without
dissidence

71

(Ⅴ)The implementation status of promoting sustainability development and the deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, as well as the reasons


reasons
Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
I. Has the Company
promoted the
sustainability
development governance
framework, and
established exclusively
(or concurrently)
dedicated units to
implement sustainability
development, and has the
Board of Directors
appointed the senior
management to handle
sustainability
development, and to
report the status of the
handling to the Board of
Directors?
The Company set up a Social Responsibility and Sustainable Development Committee chaired by
the President as chairman in 2010. The Committee was organized with five functional taskforce and
a secretariat office. Information on the functions of each taskforce and the responsible unit is further
provided below:
1.The Corporate Governance Taskforce is responsible for internal control system, accounting
system, operational performance, risk management, communication with banks, and compliance.
The Finance Division is responsible for coordination of the operations.
2.The Green Energy-saving Taskforce is responsible for energy-saving, water-saving, carbon
emission reduction, waste reduction and green process; the Production Division is responsible for
coordination of the operations..
3.The Safety and Health Management Taskforce is responsible for environmental safety and health,
disaster prevention and control, environmental protection, organization communication and
environmental audit and improvements; The Health and Safety Division is responsible for
coordination of the operations..
4.The Product Liability Taskforce is responsible for quality assurance, product environmental
considerations and design, communication on product-related environmental issue, product safety,
technology patents, customer satisfaction and supply chain management; The Technology
Division is responsible for coordination of the operations.
5.The Employee and Social Engagement Taskforce is responsible for recruitment,employee
No significant
difference is found
between the
Company's practices
and Article 9 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

72

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
training, labor relations, employee care, community engagement and charity events; the operations
is coordinated by Administrative Department.
6.Secretariat, as a concurrent unit to the President Office, is responsible for implementing the
sustainable development policy, tracking the sustainable development goals/implementation status
of each department, and compiling the sustainability development report. Scheduled for June 28,
2023, to submit to the board of directors the risk assessment projects, response strategies and
implementation status, and related management policies on significant themes of sustainable
development.

73

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
II. Does the Company assess
ESG risks associated with
its operations based on
the principle of
materiality, and establish
relevant risk management
policies or strategies?
(Note 2)
Our company follows the guidelines of the Global Reporting Initiative (GRI) Standards, the specific
industry disclosure indicators for the steel industry of the Taiwan Stock Exchange, and the Task
Force on Climate-related Financial Disclosures (TCFD) framework. We also refer to the United
Nations Sustainable Development Goals (SDGs) and establish significant principles through internal
and external surveys and expert opinions to identify internal and external risks and impacts. We then
develop relevant management strategies and actions. The key points are summarized as follows:
Categories
Risk items
Response measures
E
(Environmental)
Greenhouse Gas
Management
1. According to the "Sustainable Development
Roadmap for Listed Companies" issued by the
Financial Supervisory Commission, our company
has formulated a plan for inventorying and verifying
greenhouse gas emissions, and will report the
progress of its implementation to the board of
directors every quarter.
2. In response to the upcoming implementation of the
European Union's Carbon Border Adjustment
Mechanism (CBAM) and the US Clean Competition
Act (CCA), among other international carbon taxes,
the group established an ESG Sustainable
Development Promotion Team in 2022 to promote
product carbon footprint inventory activities.
74
Operations listed in
the left column are
referenced with
Chapter II of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
Results of actual
implementation are
listed below:
No significant
difference is found
between the
Company's practices
and Article 3 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
Promotion projects Status of implementation (Note 1) Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
II. Does the Company assess
ESG risks associated
with its operations
based on the principle
of materiality, and
establish relevant risk
management policies or
strategies? (Note 2)
Response measures
1. The company operates through the ISO14001
management system, formulates regulations and
implements air pollution management.
2. Execute discharge pipeline testing every year to
ensure that air pollution discharge meets
government control standards.
3. Regular equipment inspections and irregular on-site
patrols are conducted to confirm the proper
operation of all preventive measures.
4. Conduct air pollution emergency response drills
every year.
1. Regularly test the quality of various raw wastewater
and discharge water every week and establish an
abnormal notification mechanism.
2. A portion of the wastewater is recycled and
reprocessed for use in process cooling, toilet
flushing, and irrigation, reducing the consumption of
tap water.
3. Establish a return pipeline to re-treat water that does
not meet the standards.
Operations listed in the left
column are referenced
with Chapter II of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies. Results of
actual implementation are
listed below:
No significant difference is
found between the
Company's practices and
Article 3 of the Corporate
Governance Best Practice
Principles for
TWSE/TPEx Listed
Companies.
Operations listed in the left
column are referenced
with Chapter II of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies. Results of
actual implementation are
Categories Risk items Response measures
E
(Environmental)

Air Pollutant
Management
1. The company operates through the ISO14001
management system, formulates regulations and
implements air pollution management.
2. Execute discharge pipeline testing every year to
ensure that air pollution discharge meets
government control standards.
3. Regular equipment inspections and irregular on-site
patrols are conducted to confirm the proper
operation of all preventive measures.
4. Conduct air pollution emergency response drills
every year.
Water resource use
and wastewater
discharge control
1. Regularly test the quality of various raw wastewater
and discharge water every week and establish an
abnormal notification mechanism.
2. A portion of the wastewater is recycled and
reprocessed for use in process cooling, toilet
flushing, and irrigation, reducing the consumption of
tap water.
3. Establish a return pipeline to re-treat water that does
not meet the standards.

75

Promotion projects Status of implementation (Note 1) Status of implementation (Note 1) Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
II. Does the Company assess
ESG risks associated
with its operations
based on the principle
of materiality, and
establish relevant risk
management policies or
strategies? (Note 2)
Categories Risk items Response measures listed below:
No significant difference is
found between the
Company's practices and
Article 3 of the Corporate
Governance Best Practice
Principles for
TWSE/TPEx Listed
Companies.
Operations listed in the left
column are referenced
with Chapter II of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies. Results of
actual implementation are
listed below:
No significant difference is
found between the
Company's practices and
Article 3 of the Corporate
Governance Best Practice
E
(Environmental)
Waste and
Hazardous
Substance
Management
1. Maintain the effective operation of the ISO14001
management
system,
and
implement
environmental
management goals, targets and management plans.
2. Carry out the process operation control of pollution
prevention and industrial waste reduction, cooperate with
regular
environmental
protection
supervision
and
measurement, so as to truly comply with laws and
regulations
3. Efforts to save energy, recycle and reuse, so that the
sustainable use of various resources; improve the process
equipment, such as waste sludge magnetic separator,
significantly reduce the output of waste sludge by 50%, and
evaluate the addition of sludge drying equipment, which
can greatly reduce the waste sludge output. Reduce sludge
production.
S
(Social Issues)
Occupational
Health and
Safety
1. Operate in accordance with the ISO 45001 occupational
safety and health management system to establish a safe
operating environment to avoid personal injury, illness and
company losses.
2. Purchase and install mechanical equipment and protective
equipment for safety measures.
3. Sign a health care contract, and set up "corporate employee
overall health management plan and service" with E-DA
Hospital.

76

Promotion projects Status of implementation (Note 1) Status of implementation (Note 1) Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
II. Does the Company assess
ESG risks associated
with its operations
based on the principle
of materiality, and
establish relevant risk
management policies or
strategies? (Note 2)
G
(Corporate
Governance)
Operational
Financial
Performance
1. Expand the promotion of sales for steel used in photovoltaic
system supports and highly efficient antibacterial steel
plates.
2. Collaborate with blast furnace plants to develop the
production of steel with a high proportion of recycled
materials and increase the use of electric furnace steel to
reduce product carbon emissions in response to the
requirements of the European Union's CBAM and the US
CCA.
3. Continuously optimize and update equipment, apply big data
and developintelligent manufacturing.
Principles for
TWSE/TPEx
referenced with Chapter II
of the Corporate
Governance Best Practice
Principles for
TWSE/TPEx Listed
Companies. Results of
actual implementation are
listed below:
No significant difference is
found between the
Company's practices and
Article 3 of the Corporate
Governance Best Practice
Principles for
TWSE/TPEx Listed
Companies.
Corporate
Governance
1. Strengthen the promotion of steel for photoelectric system
brackets and high-efficiency antibacterial (anti-virus) steel
plates.
2. Cooperate with blast furnace factories to develop recycled
ratio steel and use electric furnace steel to reduce carbon
emissions of products and meet the requirements of CBAM
and CCA for export.
3. The board of directors tracks the progress of greenhouse gas
inventorying on a quarterly basis..
4. Hold 2 briefingsessions for legalpersons

77

Promotion projects
II. Does the Company assess
ESG risks associated
with its operations
based on the principle
of materiality, and
establish relevant risk
management policies or
strategies? (Note 2)
Status of implementation (Note 1) Status of implementation (Note 1) Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Operations listed in the left
column are referenced
with Chapter II of the
Corporate Governance
Best Practice Principles for
TWSE/TPEx Listed
Companies. Results of
actual implementation are
listed below:
No significant difference is
found between the
Company's practices and
Article 3 of the Corporate
Governance Best Practice
Principles for
TWSE/TPEx Listed
Companies.
Yes No Description
78
Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
III. Environmental issues
(I) Has the Company
established environmental
management systems based
on its industry’s
characteristics?
Yieh Phui is the first steel company in Taiwan to obtain ISO 14001 environmental management
system. With the mission of "global citizenship", Yieh Phui has been promoting industrial waste
reduction and actively cooperating with the government's national policy of energy saving and
carbon reduction by conducting in-plant greenhouse gas inventories and various energy saving and
carbon reduction projects to reduce greenhouse gas emissions. Yieh Phui has obtained several
environmental
sustainability-related
certifications,
including
ISO
14001
Environmental
Management System Certification, Greenhouse Gas Inventory Verification Statement, ISO 50001
Energy Management System Certification, and environmental-related awards. Among them, the
latest certificate of ISO 14001 environmental management system certification is valid from October
24, 2020 to October 23, 2023; the latest certificate of ISO 50001 energy management system
certification is valid from December 4, 2020 to December 3, 2023. According to ISO14064-1,
greenhouse gas inventory is conducted every year, and the effect of emission reduction is tracked
and disclosed in the sustainabilityreport and our website.
(I)No significant
difference is found
between the Company's
practices and Article 11
and 13 of the Corporate
Governance Best Practice
Principles for
TWSE/TPEx Listed
Companies.
(II) Does the Company
endeavor to improve the
efficiency of all resources
and use renewable materials
that have low impacts on the
environment?
Adhering to the P-D-C-A continuous improvement in energy management, Yieh Phui Enterprise
completed 24 energy-saving management schemes in 2022, with a total investment of NT$11.26
million and a total energy saving of26,359GJ. From 2015 to 2022, the average annual electricity-
saving rate was 1.45%, reaching the statutory target of over 1% in average annual electricity-saving
rate. The renewable energy has not been used at present. It is estimated that a solar photovoltaic
power generation system of 2,739kWp will be built before the end of 2023.
Our company develops raw materials using electric furnace materials and increases the use of waste
steel. for 2022 of low environmental impact recycled materials:
1. Developing the use of low-carbon recycled steel (electric furnace steel products). In 2022, the
plating and baking business used approximately 12,000 tons of electric furnace materials,
accountingfor 1.65% of itsproduction volume;the engineeringbusinesspurchased
No significant
difference is found
between the
Company's practices
and Article 12 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

79

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
approximately 7,000 tons of electric furnace steel plates, accounting for 87.2% of its production
volume.
2. Our company has launched a project to increase the proportion of recycled materials in the
circular economy. Our Yieh Hui coated aluminum-zinc steel product, SGLC RC20, was awarded
the UL 2809 RC20 certificate by the UL headquarters in the United States on March 16, 2023.
This not only meets the downstream customers' demand for low-carbon steel materials used in
LCD screen back panels, but also demonstrates excellent results in implementing ESG circular
economy practices.
(III) Does the Company
evaluate the potential risks
and opportunities in
climate change with regard
to the present and future of
its business, and take
appropriate action to
counter climate change
issues?
Our company has a Social Responsibility and Sustainable Development Committee as the
organization for climate change management. The committee is chaired by the general manager and
reviews the company's climate change strategy and goals, manages climate change risks and
opportunities, and examines execution status and future plans on an annual basis. The committee is
scheduled to report to the board of directors on June 28, 2023.
Our company is concerned about climate change and refers to the TCFD's climate-related financial
disclosures to identify risks and opportunities. We are committed to low-carbon transformation and
intelligent manufacturing, in response to international and Taiwan's net-zero carbon emission targets.
In 2022, we will refocus on 10 climate risks and 6 opportunities, and identify 5 transformation risks:
the need to pay carbon fees or taxes in response to emerging regulations related to carbon pricing
such as CBAM and CCA, the potential cost increase due to the tight supply of low-carbon raw
materials during the low-carbon transformation process, the cost increase resulting from actively
researching new technologies in response to the low-carbon development trend, and the potential
impact of green finance and climate risk-related regulations on the company's financing costs and
liquidity. In response to regulations, customer and international advocacy, as well as the company's
set reduction targets,we will increase theproportion of renewable energyuse. Additionally,in
No significant
difference is found
between the
Company's practices
and Article 17 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

80

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
response to the low-carbon development trend, we will raise the energy efficiency standards for all
assets, such as replacing high-efficiency equipment, which will in turn increase operating costs. 1
physical risk: "Extreme climate changes lead to an increased risk of water shortage, which affects
production. 2 opportunities: "Entering and promoting the green energy industry (such as solar panel
mounting systems and energy storage containers) and launching an industry-wide plan for recycling
and reuse of materials. Our company has identified climate change risks and opportunities and taken
relevant measures,which have been disclosed in our company's sustainabilityreport.
(IV) Does the Company take
inventory of its
greenhouse gas emissions,
water consumption, and
the total weight of waste in
the last two years, and
formulate policies on
carbon dioxide reduction,
greenhouse gas reduction,
water reduction, or waste
management?
1. In 2022, Kaohsiung First Plant, Pingtung Plant, Cold-rolled Steel Plate Plant, Luzhu Plant and
Yancao Plant of the Company ,both completed the self-inspection of scope 1 and scope 2 of the
greenhouse gas, and entrusted the independent and credible Crowe Horwath United Accounting
Firm to verify .
Greenhousegas emissions in the last twoyears:
Greenhouse gas emissions from plants and emission intensity of
Yieh Phui Enterprise
Unit: Tons of CO2e/year
Year
2021
2022
Scope I
90,140
70,297
Scope II
96,968
82,674
Total Emissions(tCO2e)
187,108
152,971
Emission Intensity (tCO2e/million NT$)
5.087
4.560
Note: The revenue for the year 110 was 36,785 million NT$, and the revenue for the year 111 was
33,545 million NT$. The above greenhouse gas data is based on the results of inventory using the
GWP values of AR6.
No significant
difference is found
between the
Company's practices
and Article 17 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

81

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
Based on the baseline year of 2018, our company has set a target of reducing carbon emissions
by 1% annually. We aim to achieve a 7% reduction by the year 2025. The primary measures for
carbon reduction include improving the energy efficiency of equipment usage and implementing
renewable energy generation facilities. We have planned to install 2,739 MW of renewable
energy generation capacity by the end of 2023..
2. The Company is aware that climate change is an issue that must be faced by the whole world at
present. By adjusting the management methods of water resources and promoting water
conservation, recycling and other strategies, the impact of water shortage will be effectively
alleviated. Cooperate with the ISO 14001 environmental management system to carry out project
improvement, such as "Project to increase the utilization rate of recycled water to 37% of the total
wastewater volume"...etc.Water intake and water consumption of Yieh Phui Enterprise:
(m3./year)
Year
2021
2022
Total tap water withdrawal
379.64
334.64
Total water consumption
272.07
240.37
Note: Water recycling ratio = (Amount of recycled water) / (Total wastewater discharge + Amount of recycled water) × 100%
4. All hazardous industrial wastes of the Company are cleaned by qualified domestic cleaning
and disposal operators through outsource. Most of them are treated by solidification landfill
and incineration, the percentage of hazardous recovery is 0%, and no hazardous industrial
waste is exported to other countries. It is expected that planning and recycling agencies will
jointly apply to the Ministry of Economic Affairs for the chromium-containing sludge case
reuse test plan.
Theproportion of recycled and reused wastewater of Yieh Phui Enterprise Unit: Metric tons/year
Year
2021
2022
Recycled water of Chiao Tou Plant (Water recycling ratio)
47,296 (41%)
33,925 (34%)
Recycled water of Pingtung Plant (Water recycling ratio)
1,432 (4%)
943 (3.15%)

82

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
Business waste transportation volume of Yieh Phui Enterpirse Unit: Metric tons/year
Type
2021
2022
Outsource cleaning method
General business wastes
2,484
2,988
Land filling, incineration, recycling and reusing
Hazardous business wastes(%)
214(7.9%)
160(5.1%)
Solidification and incineration
Note:Only Kaohsiung Plant 1 and Pingtung Plant produce hazardous industrial waste
IV. Social Issues
(I) Has the Company
formulated appropriate
management policies and
procedures according to
relevant regulations and
the International Bill of
Human Rights?
The company abides by local labor-related laws and regulations, protects the legitimate rights and
interests of employees, and follows the "United Nations Universal Declaration of Human Rights",
the United Nations Guiding Principles of Industrial Enterprises and Human Rights (UNGPs), and
the International Labor Organization's "Declaration on Fundamental Principles and Rights at Work",
etc. The principles and spirits proclaimed in the international human rights convention treat current
employees and third-party personnel with dignity and respect, and prevent any violations and
violations of human rights.
The company's specific measures to promote human rights are as follows:
1.The working hours are based on labor laws and regulations to ensure that employees are not
exposed to the risks of overwork and excessive hours. Employees are open to apply for flexible
office hours.
2.According to the laws and regulations, the Company holds at least one labor-management meeting
every quarter, and also holds ad hoc meetings from time to time as required.
3.Formulate the Prevention Plan for Unlawful Infringement in the Execution of Duty and the
Measures for the Prevention and Treatment of Sexual Harassment, and set up the Sexual
Harassment Prevention Committee to set up channels for sexual harassment complaints.
4.Set up "Employees Complaint" as a platform for communication between employees and the
Company.
5..Hold a long-term contractor agreement organization meeting quarterly to publicize safety
precautions and communicate.
6. In 2011, the company officially announced to join Commonwealth Magazine to launch "TALENT,
in Taiwan, Taiwan Talent Sustainable Action Alliance", and promised to drive Taiwan society to
maintain sustainable competitiveness under the declining birth rate through six indicators.
No significant
difference is found
between the
Companypractices
and Article 18, 22 of
the Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

83

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
(II) Does the Company
formulate and implement
reasonable employee
benefit measures
(including remuneration,
leave, and other benefits)
and appropriately
employee compensation
based on operating
performance or results?
Adhering to the concept of sharing profits with employees, the Company has designed a paid leave
system superior to laws and regulations and humanized ones, and has a perfect personnel incentive
and promotion system to attract, retain, cultivate and motivate outstanding talents.
Compensation system:
Salary: 12 months + 1 month as year end bonus
Duty allowance: Issue various allowances, including shift allowance, work allowance, license
allowance, etc., and issue production and marketing bonuses according to the operating conditions
of the previous month.
Vacation system: A flexible vacation system has been established. From May 2011, a special
vacation pre-approval system has been implemented for new recruits, and 3 days of special vacation
will be pre-approved from the day of duty, so that new employees can achieve a balance between life
and work.
Employee Welfare:
The Company has an Employee Welfare Committee, which provides diversified subsidy application
welfare measures, such as: Four major festival gifts, wedding gifts, travel subsidies, scholarships,
etc. The total amount of subsidy in 2022 was NT$28,000,000.
Diversity and equality in the workplace:
Although the gender composition in the Company is quite different due to the nature of industry, the
gender ratio is about 9:1 There are 10 female supervisors, accounting for 3.3% of total. Both men
and women receive equal pay for equal work and have equal promotion opportunities.
Business performance is reflected in employee compensation:
The Company issues production and sales bonuses according to the monthly operating profit and
personal performance. In addition, the annual performance bonus shall be paid according to the
Company's annual profit and individual performance.
No significant
difference is found
between the
Company's practices
and Article 21 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

84

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
(III) Does the Company
provide a healthy and
safe work
environment, and does
it organize health and
safety training for its
employees on a regular
basis?
1. The Company establishes ISO 45001 Occupational Safety and Health Management System,
identifies risk levels and compliance with laws and regulations, proposes relevant control
measures, abides by occupational safety and health regulations, creates a safe and healthy
workplace, establishes a safe working environment, and avoids personal injury, illness and
company losses.
2. Implementation of non-compliance (imperfect) point observation, the number of non-compliance
(imperfect) points is 64, and the improvement rate is 100%.
3. The false alarm accident reporting system is a safety management tool that discovers hidden risks
in the workplace, and improves and eliminates unsafe points in advance before hazards occur. In
2022, a total of 2,885 false alarm accidents will be eliminated, with an improvement rate of 100%,
creating a safe working environment.
No significant
difference is found
between the
Company's practices
and Article 20 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

85

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
4. Implement systematic health and safetyeducational training
Categories
Course
Number of
Shareholder
On-the-job
training
Stationary crane operator on-the-job education and
training
636
On-the-job education and trainingfor forklift operators
498
On-the-job education and trainingfor first responders
128
On-the-job education and training for department and
department supervisors and safetycommittee members
123
General labor safety and health on-the-job education and
training
139
Professional
ISO 14001 and ISO 45001 internal auditor training
244
Basis:
Training in new employees, fire control, traffic safety and
defensive driving
Based on
registration
5.The recordable occupational injury ratio in 2022 was 1.2, mainly 2 in-factory and 3 out-of-factory
traffic disability injuries, all of which carried out safety publicity and recurrence prevention
measures.
6.In order to achieve the healthy vision of retiring in Yieh Phui Enterprise, the Company has drawn
up various health service plans, such as annual health check-up, health management service (Elite
Enterprise LOHAS plan), on-the-job clinic service, health promotion and other activities, and further
integrated the resources of the lE-Da Group to provide the best health care for employees. In 2022,
we invested about NT$11 million in employe health care.

86

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
(IV) Has the Company
established effective
career development
and training plans for
its employees?
The Company has established a clear set of training system chart to offer diversified training in order
to strengthen the skills of the staff from the new recruits to senior level staff. In 2022, the training
cost exceeded 3.64 million. In order to improve the quality and effectiveness of training, the
company not only independently developed online audio-visual teaching platform and courses, but
also introduced external online learning resources-hahow enterprise learning platform, Readmoo e-
book and Acer Walking Library e-magazine to encourage colleagues to use online resources for
independent learning.
In addition, according to those who are eligible for retirement at various ranks, we developed a
talent reserve plan, promoted the successor/key talent plan and tutor system, and held courses in
successor management functions.
No significant
difference is found
between the
Company's practices
and Article 21 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
(V) Does the Company
comply with relevant
regulations and
international standards
regarding customer
health and safety, right
to privacy, marketing
and labeling of its
products and services
and set up relevant
consumer or customer
protection policies and
complaint procedures?
1. The company is the first steel company in the world to obtain the management of the EU RoHS
directive. From the purchase of raw materials to the storage and transportation of products,
including packaging and labeling operations and the product specifications, everything complies
with relevant regulations and international standards to ensure customer's health and safety.
2. The Company is responsible for privacy protection of the company and personal data provided by
customers in accordance with the European Union's General Data Protection Regulation (GDPR),
strictly manage customer data, attach importance to customer privacy and abide by marketing
ethics.
3. Yie Phui attaches great importance to the response and opinions of customers, and provides the
best services to protect the interest of customers with the follows means:
(1) Establish a customer complaint channel.
(2) Feedback the quality and usage through the business units or toll-free hotline (0800-666 -723).
(3) Establish a consumer litigation processing system or compensation application procedure.
No significant
difference is found
between the
Company's practices
and Article 24 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

87

Promotion projects Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
(VI) Does the Company
formulate supplier
management policies
that require suppliers
to follow relevant
regulations on issues,
such as environmental
protection,
occupational safety
and health, or labor
rights? If so, describe
the results.
1. The Company has provided a "Safety, Hygiene and Environmental Protection Construction
Management Specification" for suppliers. It requires suppliers to follow relevant regulations on
issues such as environmental protection, occupational safety and health or labor human rights.
2. The Company is the first in the world to be awarded IECQ 080000 Hazardous Substance Process
Management (HSPM) Certification. Commitment to the supplier's no-hazardous substance
management and avoiding the use of controlled substances. In 2022, there will be 239 hazardous
substances controlled.
3. When signing a contract with a supplier, the Company may terminate the contract at any time in
accordance with the Company's "Code of Integrity" in case of violation of the policies.
No significant
difference is found
between the
Company's practices
and Article 26 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.
V. Does the Company refer
to internationally
accepted standards or
guidelines for the
preparation of reports
and prepare reports that
disclose non-financial
information of the
Company, such as the
sustainability report?
Are the reports certified
or assured bya third-
The 2022 sustainability report prepared by the company in accordance with the GRI standards was
conducted by Crowe Horwath Associated Accounting Firms in accordance with the Assurance
Standard No. 3000 issued by the Foundation for Accounting Research and Development of the
Republic of China for limited assurance (limited assurance).
No significant
difference is found
between the
Company's practices
and Article 29 of the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies.

88

Promotion projects Status of implementation (Note 1) Status of implementation (Note 1) Status of implementation (Note 1) Deviations from the
Sustainability
Development Best-
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Description
party accreditation
body?
VI. In March 2014, the board of directors of the company approved the establishment of the "Yehui Corporate Social Responsibility Code of Practice", which was revised in
March 2015, November 2016, and November 2020. The code was revised on March 2022, the board of directors approved the revision of the name "Yehui Enterprise
Sustainable Development Code of Practice" to strengthen the implementation of corporate social responsibility. The company regularly reviews the implementation of the code
and improves accordingly,and there has been no difference in the implementation so far.
VII. Other information helpful to understand the sustainability development of the Company:
Adjustment Mechanism (CBAM) plan and the government's 2050 net zero carbon emission target, the "Ee Union Group ESG Sustainable Development Promotion Team" was
established in May 2022 to coordinate and integrate the organizational structure of the group's production business entities and listed counter companies Promote carbon
inventory, product carbon footprint and ESG sustainabilityreport.
  • Note 1: If "Yes" under the "Status of Implementation" is checked, please explain the key policies, strategies, and measures adopted and their implementation results; if "No" is checked, please explain the deviation, give the reason in “Deviations from the Sustainability Development Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons” and specify related policies, strategies, and measures to be adopted in the future.

  • Note 2: The principle of materiality refers to environmental, social and corporate governance issues that have significant impacts on the company's investors and other stakeholders.

  • Note 3: Please refer to the best practice reference examples on the website of Corporate Governance Center of Taiwan Stock Exchange for the disclosure method.

89

(Ⅵ)The Difference between Ethical Corporate Management and the “Guideline for the Ethical Corporate Management of TWSE/TPEx Listed Companies”

Evaluation items Current Operation (Note) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Yes No Description
I. Establishment of ethical corporate management policies and
programs
(I) Does the Company have a Board-approved ethical corporate
management policy and stated in its regulations and external
correspondence the ethical corporate management policy and
practices, as well as the active commitment of the Board of
Directors and senior management towards implementation of such
policy?
(II) Does the Company have mechanisms in place to assess the risk of
unethical conduct, and perform regular analysis and assessment of
business activities with higher risks of unethical conduct within the
scope of business? Does the Company implement programs to
prevent unethical conduct accordingly and ensure the programs
cover at least the matters described in Paragraph 2, Article 7 of the
Ethical Corporate Management Best Practice Principles for
TWSE/TPEx Listed Companies?
(III) Does the Company define the operating procedures, code of
conduct, disciplinary actions, and appeal procedures in the
programs against unethical conduct? Does the Company enforce
the programs effectively and perform regular reviews and
amendments?
(I) The Company's Board of Directors approved the Yieh Phui
Corporate Management Best Practice Principles in 2016,
setting a policy of ethical business practices under the
models of honesty, transparency and responsibility and
establishing a good corporate governance and risk control
mechanism to create a business environment for
sustainable development.
(II) Employees involved in finance, business and procurement
shall submit "Employee Guarantee" and the current
employees shall renew it every three years. If the
employees fail to submit or renew the "Employee
Guarantee" every three years, they shall apply for
"Personnel Guarantee Insurance".
(III) The company has established a "Code of Ethics" for its
directors, supervisors, and managers to ensure that their
behavior complies with ethical standards. Additionally,
the company has established rules for employee conduct
and a system of rewards and punishments to regulate
employee behavior within the company.
(I) No significant difference is
found between the
Company's practices and
Article 5 of the Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies.
(II) No significant difference is
found between the
Company's practices and
Article 7 of the "Ethical
Corporate Management
Best Practice Principles for
TWSE/GTSM Listed
Companies".
(III) In contrast to Articles 6 and
7 of the "Ethical Corporate
Management Best Practice
Principles for
TWSE/GTSM Listed
Companies", the current
operating procedures only
regulate the employees.

90

Evaluation items Current Operation (Note) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Yes No Description
II. Fulfillment of ethical corporate management
(I) Has the Company evaluated ethical records of its counterparty?
Does the contract signed by the Company and its trading
counterparty clearly provide terms on ethical conduct?
(II) Does the Company have a unit responsible for ethical corporate
management on a full-time basis under the Board of Directors
that reports the ethical corporate management policy and
programs against unethical conduct regularly (at least once a
year) to the Board of Directors while overseeing such
operations?
(III) Does the Company establish policies to prevent conflicts of
interest, provide appropriate communication channels, and
implement them accordingly?
(IV) Does the Company have effective accounting and internal control
systems in place to implement ethical corporate management?
Does the internal audit unit devise audit plans based on the
results of unethical conduct risk assessments and audit the
systems accordingly to prevent unethical conduct, or hire
external CPAs to perform the audits?
(V) Does the Company regularly hold internal and external educational
trainings on ethical corporate management?
(I) The Company's Procedure for Procurement Management
specifies a clause of termination or cessation for unethical
conducts in the purchase agreement.
(II) The Company’s Ethical Corporate Management Best
Practice Team is the dedicated unit (formed by the
President Staff’s Office, the Finance Division and HR
Division) set up for operations and supervision of
corporate management practices, including revision,
implementation, interpretation, consultation, reporting and
filing of ethical corporate business best practice related
operating procedures and code of conducts. There were no
unethical conducts in 2021.
(III) The Company set up the Code of Conduct, by which the
Directors, Supervisors and managers are bound to act in
the best interest of the Company, deal with official
business in an objective and effective way and refrain
their spouse, parents, children or relative within the
second-degree of kinship from gaining improper benefits
using their positions in the Company. The Directors,
Supervisors and managers shall follow the Procedure for
the Board of Directors Meeting when discussing proposal
and shall abstain from discussions and voting if found to
be in conflict of interests. The company's employee work
rules stipulate that "employees should maintain integrity
and not use their authority or job position to directly or
indirectlybenefit themselves or others,or acceptgifts or

(I) No significant difference is
found between the
Company's practices and
Article 9 of the Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed
Companies.
(II) In contrast to Article 17 of
the "Ethical Corporate
Management Best Practice
Principles for
TWSE/GTSM Listed
Companies", the Company
has not yet reported to the
Board of Directors this year
its ethical corporate
management policy, plan
for preventing unethical
conducts and its supervision
and implementation.
(III) No significant difference is
found between the
Company's practices and
Article 19 of the Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies.

91

Evaluation items Current Operation (Note) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Yes No Description
entertainment from vendors or stakeholders.
(IV) The Company set up an accounting system and an
internal control system. In addition to audit activities
conducted by the commissioned CPA, the Company's
internal audit unit also implements regular audit plan
every year.
(V) The HR Division provides information on the Company’s
work rules and guidelines for rewards and punishments
during new employee education and training courses.
Employees involving in the Company’s financial
operations are required to participate in the ethical
business best practice related courses organized by the
Taiwan Stock Exchange Corporation to meet compliance
with relevant regulations.
(IV) No significant difference is
found between the
Company's practices and
Article 20 of the "Ethical
Corporate Management
Best Practice Principles for
TWSE/GTSM Listed
Companies".
(V) No significant difference is
found between the
Company's practices and
Article 22 of the "Ethical
Corporate Management
Best Practice Principles for
TWSE/GTSM Listed
Companies".
III. Operation of the whistle-blowing system
Has the Company established both a reward/whistle-blowing system and
convenient whistle-blowing channels? Are appropriate personnel
assigned to the accused party for the follow-up?
(II) Does the Company have in place standard operating procedures for
investigating accusation cases, as well as follow-up actions and
relevant post-investigation confidentiality measures?
(III) Does the Company provide proper whistleblower protection?
(I) The Company set up the whistle-blower incentive standards
in the Employee Work Rules and the Guidelines for
Reward and Punishment. In addition to the Company's
internal network, any named employee and individual not
working in the Company may report directly to the
corporate governance unit. The corporate governance unit
assigns a dedicated personnel to handle the matters.
(II) The standard operating procedures (SOP) and relevant
systems of confidentialityfor investigatingthe case being

Compared with Article 23 of the
"Ethical Corporate Management
Best Practice Principles for
TWSE/GTSM Listed
Companies", there is still no
standard operating procedures
(SOP) and relevant systems of
confidentiality for investigating
the case beingexposed bythe

92

Evaluation items Current Operation (Note) Current Operation (Note) Current Operation (Note) Deviations from the Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEx Listed Companies
and Reasons
Yes No Description
exposed by the whistle-blower is under developing.
(III) No incident of inappropriate actions against the whistle-
blower has occurred in the Company.
whistle-blower.
IV. Strengthening information disclosure
Does the Company disclose its ethical corporate management
policies and the results of its implementation on the Company’s
website and MOPS?

The Company's Board of Directors has passed the "Yieh Phui
Enterprise Co., Ltd." and announced the "Ethical Corporate
Management Best Practice Principles" in 2016. The board of
directors has approved the "Code of Conduct for Ethical
Business Practices," and disclosed relevant information on the
company's ethical business practices on the Public Information
Observation Platform. This includes the "Code of Conduct for
Ethical Behavior" in the "Corporate Governance Rules" and
the "Code of Conduct for Ethical Business Practices." The
company also discloses the content and effectiveness of the
Code of Conduct for Ethical Business Practices in its
sustainabilityreport.











Difference from Article 25 of the
"Ethical Corporate Management
Best Practice Principles for
TWSE/GTSM Listed
Companies", the Company has
set up the Yieh Phui Corporate
Management Best Practice
Principles, but quantified data
are not yet available.
V. If the Company has established its own ethical corporate management principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed
Companies, please describe the implementation and any deviations from the principles:
The Company has set up the Yieh Phui Corporate Management Best Practice Principles. In general, the content conforms with the Ethical Corporate Management Best Practice
Principles for TWSE/GTSM Listed Companies.
VI. Other information helpful to understand the integrity operation of the company: (e.g., the company's amendment of its principles of integrity operation)
The Company revised the content of the original work rules based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies to make it
more complete and conform to the principles of ethical practices.

V. If the Company has established its own ethical corporate management principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe the implementation and any deviations from the principles: The Company has set up the Yieh Phui Corporate Management Best Practice Principles. In general, the content conforms with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. VI. Other information helpful to understand the integrity operation of the company: (e.g., the company's amendment of its principles of integrity operation) The Company revised the content of the original work rules based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies to make it more complete and conform to the principles of ethical practices.

Note: Provide a brief description in the appropriate column, regardless whether yes or no is selected.

93

  • (VII) Corporate Governance Guidelines and Regulations and the Inquiry Method: The Company has set up relevant corporate governance procedures and guidelines, including Corporate Social Responsibility Best Practice Principles, Audit Committee Charter, Sustainability Development Best Practice Principles, Rules of Procedure for Shareholders Meetings, Rules of Procedure for Board of Directors Meetings, Remuneration Committee Charter, Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, Rules Governing the Scope of Powers of Independent Directors, Self-Evaluation or Peer Evaluation of the Board of Directors. The information can be found on the MOPS; please see the cover of this annual report for the web link.

  • (VIII) Other Important Information Regarding Corporate Governance: None.

  • 1.The Company has set up the "Procedures for Handling Material Inside Information", which is made available through the Company's internal website for free browsing by the directors, managers and all employees.

  • 2.For details on the Company's corporate governance operations, please refer to page59 of this annual report or visit the MOPS; please see the cover of this annual report for the web link.

94

(IX) The following information relating to implementation of the internal control system shall be disclosed:

1. The Company's Internal Control Statement

Date: March 9, 2023

The Company makes the following statement according to the self-evaluation conducted of the internal control system in 2022:

  • I. The Company acknowledges that the establishment, implementation and conservation of the internal control system are the responsibilities of the Board of Directors and the managers of the Company. The Company has constructed such system. The objectives of the internal control system include achieving various objectives in business benefits and efficiency (including profitability, performance, and protection of assets and safety); ensuring the reliability, timeliness, transparency, and regulatory compliance of reporting; and providing reasonable assurance.

  • II. The internal control system has inherent constraints, and no matter how comprehensive its design may be, an effective internal control system is only capable of providing adequate assurance for achieving the above-mentioned objectives. Moreover, the effectiveness of the internal control system may be altered from changes in the environment and under different situations. Nevertheless, the Company's internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.

  • III. The Company assesses for the effectiveness of the internal control system's design and practices through the effectiveness of internal control system, as stated in the "Protocols and Measures for the Establishment of Internal Control System in Publicly Listed Companies" (hereinafter referred to as "the Protocols"). The criteria adopted by the Regulations identify five key components of managerial internal control:(1) Control Environment;(2) Risk Assessment; (3) Control Activities; (4) Information and Communication; and(5) Monitoring Activities. Each constituent element includes a number of categories. Please refer to The Regulations for the aforementioned categories.

  • IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.

  • V. In accordance with the aforementioned evaluation, Aurora has found that the design and implementation of the internal control system (including the assessment and management of subsidiaries), as of December 31, 2022, including the efficacy of understanding operations, the efficiency of achievement of objectives, reliability in reporting, timeliness, and compliance with the relevant guidelines and laws, are effective and can reasonably provide assurance of the aforesaid goals.

  • VI. This Statement will be an integral part of the annual report and the prospectus of the Company and disclosed. If the aforementioned content contains illegal matters such as any fraudulent or hidden information, the Company will be in question of breaching Articles 20, 32, 171, and 174 in the Securities and Exchange Act and face legal consequences.

  • VII. The Statement has been resolved by the Company's Board of Directors on March 9, 2023. All of the seven Directors presented at the meeting approved the content of this statement.

Yieh Phui Enterprise Co., Lt d.

Chairman of the Board: I-Shou Lin Signature

President: Chen-Wu Chang Signatur e

2.Any CPA commissioned to conduct a project review of the ICS shall disclose the CPA’s audit report: None.

  • (X) Any legal penalty enacted upon this Company, any penalty imposed to its personnel by the Company for violation of internal control rules, major fallacies and status of improvements in the most recent year up to the publication date of this report: None

95

(XI) Major Resolutions of Shareholders’ Meeting and Board Meetings During the Most Recent Fiscal Year up to the Date of Publication of the Annual Report: 1. Annual Shareholders’ Meeting

Number of
times
Time of
Meeting
Material resolution Status of implementation
2022
Shareholders'
Meeting
June 23,
2022
Reports Issues:
1. 2020 Business Report
2. 2020 Audit Committee's
Review Report
3. The Company's 2020 employee
compensation and director
remuneration distribution report
N/A
4. 2021 report on the cash dividend as
bonus for stockholders
Cash dividends of 0.3 NT dollars per share
will be distributed according to the
resolution. The distribution record date is
set on August 5, 2022. The dividends will
be fully distributed on September 12, 2022,
in accordance with the resolution passed at
the shareholders'meeting.
Approved Items:
1. Recognition of 2021 Final
Accountrs
2. Recognition of 2021 earnings
distribution proposal
Published on the Company website on June
23th, 2022 according to the content of the
resolution.
Topics for Discussion:
1. Discussion on the distribution of the
stock dividend of the bonus
for stockholders and the transfer of
earningsas capital for 2021.
Stock dividends of 50 shares per 1000
shares had been distributed. The change
was approved and registered by the
Ministry of Economic Affairs on September
15, 2022, under the letter reference number
11101178360. The stock was listed on
November 7, 2022.
2. Proposal on modifying the
“Procedures for Acquisition and
Disposal of Assets”
Published on the Company website on June
23, 2022
and carry out the revised procedures
accordingly.
3. Proposal on modifying “Corporate
Charter ”.
Revise the company's ' Corporate Charter '.
The changes were approved and registered
by the Ministry of Economic Affairs on
July 26, 2022, under the letter reference
number 11101129420, and were announced
on the company's website.
4. Proposal on modifying the “Rules of
Procedure for Shareholders
Meetings”
Published on the Company website on June
23, 2022
and carry out the revised procedures
accordingly.
Election:
1. Election of directors.
The changes were approved and registered
by the Ministry of Economic Affairs on
July 26, 2022, under the letter reference
number 11101129420, and were Published
on the company's website."
Other Matters:
1. Lifting of the Non-Compete clause
for Director.
Execute according to the Board of
Directors' resolution and Published it on the
company's website.

96

2. Board of Directors

Number of
times
Time of Meeting Material resolution
1st Meeting
of Board of
Directors
Jan. 19, 2022 1. Discussion on the "Operation Plan" for the year 2022. for discussion.
2. Discuss the proposed adjustments to the director and manager
performance targets, as well as the salary and compensation system and
structure, put forth by our company's Remuneration Committee."
3. Discuss the salary and compensation adjustment and amount for the
Chairman of the Board approved by the Compensation Committee of
the Company for this year.
4. Discuss the Remuneration Committee's approval of the Chairman's
2021-end (including seniority) and performance bonus plan.
5. Discuss the Remuneration Committee's approval of the adjustment of
the compensation plan for independent directors for this year.
6. Discuss the Remuneration Committee's approval of the adjustment of
the compensation plan for members of the Remuneration Committee
for this year.
7. Discuss the remuneration package for independent directors serving
concurrently as audit committee members approved by the
Remuneration Committee.
8. Discuss the remuneration package for independent directors serving
concurrently as members of the Remuneration Committee approved by
the Compensation Committee.
9. Discuss the remuneration package for managers for the current year
approved by the Remuneration Committee.
10. Discuss the year-end (including seniority) and performance bonuses
for managers for the 2021 fiscal year approved by the Remuneration
Committee.
11. Discuss the election of the Vice Chairman of our company.
12. Discuss the appointment and employment of our company's General
Manager.
13. Discuss the changes to our company's spokesperson and deputy
spokesperson and their appointment.
14.Discuss the changes to the person in charge of corporate governance
in our company.
15.Proposal to discuss the change in the company's financial supervisor.
16.Proposal to discuss the change in the company's accounting
supervisor.

97

2nd
Meeting of
Board of
Directors
Feb. 14, 2022 1. Discuss the Remuneration Committee's approval of the compensation
package for the Vice Chairman position in our company.
2. Discuss the Remuneration Committee's approval of the compensation
package for the General Managerposition in our company.
3rd
Meeting of
Board of
Directors
Mar. 09, 2022 1. To discuss the convening of 2022 Shareholders' Meeting.
2. To discuss the 2021 employee compensation and director remuneration
distribution plan
3. Proposed 2021Business Report, Individual Financial Statements and
Consolidated Financial Statements.
4. Discussion on the amendment of the "Asset Acquisition or Disposal
Procedure" of the Company.
5. Election of directors.
6. Discussion on the amendment of the " Corporate Charter" of the
Company.
7. Discussion on the amendment of the " Rules of Procedure for Board of
Directors Meetings" of the Company.
8. Discussion on the amendment of the " Audit Committee Charter" of the
Company.
9. Discussion on the amendment of the " Rules Governing the Scope of
Powers of Independent Directors" of the Company.
10. Discussion on the amendment of the " Corporate Social
Responsibility Best Practice Principles" of the Company.
11. Discuss the addition of the "Preparation and Verification of
Sustainability Report" operation procedure to the "General
Management" section of our company's internal control system.
12. Discussion on the revision of the "Corporate Governance Best
Practice Principles" of our company.
13. Discuss the revision of the "Director Performance Evaluation
Measures" in our company.
14. Discuss the acceptance of the shareholder-proposed list of director
candidates for our company's 2022 annual general meeting.
15. 15.
Discuss the shareholder proposal rights for our company's
2022 annual general meeting.
16. Submission of the "Internal Control System Statement" for the year
2021.
17. To discuss the Company's intent to engage in the forward exchange
derivatives transactions.

98

4th
Meeting of
Board of
Directors
May 04, 2022 1.Proposed addition of the agenda item for convening our company's
111th annual general meeting.Amendment to the Company's "Internal
Control System of the Shareholder Service Unit."
2. Approve the distribution of profits for the fiscal year 2021.Ratification
for the Company’s endorsements/guarantees of NT$200 million for
Shin Yang Steel Co., Ltd. (Shin Yang Co. hereinafter).
3. Discuss the distribution of cash dividends to shareholders for the
fiscal year 2021.
4. Discussion on the distribution of the stock dividend of the bonus for
stockholders and the transfer of earnings as capital for 2021
5. The proposed review item is the consolidated financial statements for
the first quarter of the fiscal year 2022 of our company.
6. Discussion on the amendment of the " Rules of Procedure for
Shareholders " of the Company.
7. To discuss the payments paid to CPAs for 2022, and to assess their
independence.
8. Discuss the review of the candidate list for the election of directors in
our company.
9. The proposed item is the lifting of restrictions on director non-compete
clauses.
10. The proposed item for discussion is the filing of an application to the
Fair Trade Commission by our company and Yieh United Steel
Corporation for the joint operation of Tang Rong Iron Works Co., Ltd.
through a business combination.
11. To discuss the Company's intent to engage in the forward exchange
derivatives transactions.
5th
Meeting of
Board of
Directors
June 16, 2022 1. Amendment to the Company's "Internal Control System of the
Shareholder Service Unit."To discuss the Company’s appointment of
the Taiwan Cooperative Bank as the host bank and managing bank to
organize a joint credit line with a total amount of NT$ 4.9 billion.
2. Discuss our company's "2021 Sustainability Report".
3. The proposed discussion topic is the risk assessment and response
measures regarding environmental, social, and corporate governance
(ESG) issues related to our company's operations.
4. The proposed item is to sponsor the funding for the installation of
emergency power generation equipment at I-Shou University.

99

6th
Meeting of
Board of
Directors
June 23, 2022 1. Discuss the election of the Chairman
position in our company.
2. Discuss the election of the Vice
Chairman position in our company.
3. Appoint members for the fifth-term
Remuneration Committee.
4. Discuss the contract for industry-university collaboration signed
between our company and National Kaohsiung University of Science
and Technology.
7th
Meeting of
Board of
Directors
July 06, 2022 1.To authorize the Chairman of this term's Board of Directors to fully
represent and act on behalf of the company in matters related to
dealings with various financial institutions.
2. The proposed item is the lifting of restrictions on director non-compete
clauses.
3.To discuss the performance goals, compensation system and structure
proposed by the company's Remuneration Committee for directors and
executives.
4. To discuss the salary structure and payment amounts proposed by the
company's Remuneration Committee for the Chairman and Vice
Chairman.
5. Discuss the salary structure and remuneration amount proposed by the
Remuneration Committee for the company's executives.
6. Discuss the monthly car and horse expenses for directors proposed by
the Remuneration Committee.
7. Discuss the remuneration for independent directors proposed by the
Remuneration Committee.
8. Discuss the remuneration for members
of the Remuneration Committee proposed by the committee itself.
9.To discuss the Company's intent to engage in the forward exchange
derivatives transactions.

100

8th
Meeting of
Board of
Directors
Aug. 08, 2022 1.The proposed review item is the consolidated financial statements for
the second quarter of the fiscal year 2022 of our company.
2.Discussion on the record date for capital increase by issuing new shares
through retained earnings.
3.The proposed item for discussion is the sale of a portion of the land,
building, and salt field in the Yulin section of Qiaotou District owned
by our company to our subsidiary, Shin Yang Steel Co., Ltd.
4. To discuss the loan with United Brightening Development Corp.
5. To discuss the loan with Kuo Chang Enterprise Co., Ltd.
6. Matters respecting the Company acting as joint guarantor and co-issuer
of promissory notes for joint credit applications ofsubsidiary Yieh Phui
(Hong Kong) Holdings Limited.
7. To discuss the Company's intent to engage in the forward exchange
derivatives transactions.
9th
Meeting of
Board of
Directors
Sep. 21, 2022 1.To discuss the Company intends to participate in the capital increase of
Hong Yuh Assets Management Co.,Ltd.
10th
Meeting of
Board of
Directors
Oct. 17, 2022 1.Proposed to buy back the company's shares on the centralized securities
exchange market in accordance with Article 28-2 of the Securities and
Exchange Act and the "Regulations Governing the Repurchase of Shares
by Listed and OTC Companies".
11th
Meeting of
Board of
Directors
Nov. 07, 2022 1. The proposed review item is the consolidated financial statements for
the third quarter of the fiscal year 2022 of our company.
2. Revision of the " Procedures for Handling Material Inside Information
" of the company for discussion.
3. Discussion on the amendment of the " Rules of Procedure for Board of
Directors Meetings" of the Company.
4. Appointment of the Chief Information Security Officer of the
company.
5. To discuss the Company's intent to engage in the forward exchange
derivatives transactions.
12th
Meeting of
Board of
Directors
Nov. 22, 2022 1. The proposed item is the acquisition of the property usage rights asset
of our subsidiary, Shin Yang Steel Co., Ltd..
2.The proposed item is the disposal of the property usage rights asset of
our subsidiary, Yieh Hsing Enterprise Co., Ltd.

101

13th
Meeting of
Board of
Directors
Dec. 21, 2022 1. To discuss 2023 Audit Plan.
2. To discuss the amendment to internal control "General Management"
3. The proposed item is the revision of the "Accounting System" of our
company, which is up for discussion.
4. The proposed item is the establishment of a cybersecurity policy, the
formation of a cybersecurity implementation team, and the planning of
cybersecurity management, which are up for discussion.
5.The proposed item is the formulation of the "Risk Management Policy
and Procedures" of our company,which is upfor discussion.

(XII) Major contents of any dissenting opinions on record or stated in a written statement made by Directors or Supervisors regarding key resolutions of the Directors' Meeting in the most recent year up to the publication date of this report: None

(XIII) In the most recent fiscal year and as of the date of publication of the Annual Report, a summary of the resignation and dismissal of the Company personnel including Chairman, President, accounting managers, finance managers, internal auditing managers and R&D managers:

April 30, 2023 April 30, 2023
Title Name Date of
arrival
Name Date of
dismissal
Reasons
President Chen-Wu
Chang
February 1 Lin-Maw Wu February 1 Promoted to
vice chairman.
Chief Accounting
Officer
Wen-Chung
Tien
February 1 Chien-Hung Lin February 1 Post change
Head of Finance
Office
Mou-Lieh
Huang
February 1 Yung-Hsien Chen February 1 Post change
Chief Corporate
Governance
Officer
Mou-Lieh
Huang
February 1 Yung-Hsien Chen February 1 Post change

102

V. Information on CPA Expenses

Information on CPA Professional Fees

Unit: NT$ thousands

Accounting
Firm
Name of
CPA
Audit Period Audit Fee Non-audit Fee Total Remarks
Crowe
Horwath
China
Certified
Public
Accountants
Ling-Wen
Huang
January 1, 2022 -
December 31, 2022
4,400 1,396 5,796 Non-audit fee
service contents:
Transfer pricing
report review fee
NT$ 350,000,
consolidated and
individual
English financial
statements fee
NT$325,000,
IFRS 9
conversion
consultancy fee
NT$261,000,
group report
NT$150,000,
individual
country report
NT$100,000
Company
RegistrationNT$ 105,000
and other
NT$80,000.
Shu-Man
Tsai

Please specify the non-audit fee service contents: (e.g. tax visa, assurance or other financial advisory services)

Note: If the Company changes the CPAs or the accounting firm this year, please list their respective audit periods separately, specify the reason for the replacement in the "Remarks" column, and disclose the audit and non-audit professional fees paid in order. Non-audit fee should be noted with the service contents:

VI. Information on Replacement of CPAs :N/A

VII. The Company's Chairman, President, Manager of Finance or Accounting who has worked in CPA Firms or their Affiliates within the latest Fiscal Year: None

103

VIII. Transfer or Pledge of Equity by the Company's Directors, Executive Officers and Shareholders with more than 10% of the Company's Shares:

1. Transfer of shares and changes in equity pledge relating to the Directors,

managers and primary shareholders

Title Name 2022 2022 As of April 30 of the current year As of April 30 of the current year
Shareholding
Increase
(Decrease)
Pledged
Shareholding
Increase (Decrease)

Shareholding
Increase
(Decrease)
Pledged
Shareholding
Increase
(Decrease)
Director Kuo Chiao Investment &
Development Co., Ltd.
3,093,532
Director Chia Yuan Investment &
Development Co., Ltd.
1,028,014
Director I-Shou Lin 8,011
Director Lin-Maw Wu 9,301
Director、
Managerial
Officer
Pyng-Yeong Liang 2,304
Independent
Director
Chung-Wei Lee 45
General
Manager
Cheng-Wu Chang 3,250
Managerial
Officer
Hsien-Tung Liu 10,000
Managerial
Officer
Tien-Chi Chang (18,902)
Managerial
Officer
Yong-Fang Zhang 133,792
Managerial
Officer
Yung-Hsien Chen 1,508 21,615
Managerial
Officer
Wei-Cheng Chen 17
Managerial
Officer
Sen-Long Chen 1,066 8,988
Managerial
Officer
Kuo-Lin Yang 4,576
Managerial
Officer
Wen-Bin Lin 5
Managerial
Officer
Wei-Zheng Chen 1,697
Managerial
Officer
Wen-Chung Tien 32,948
Managerial
Officer
Chiu-Lin Pan 54,737
Managerial
Officer
Ming-Jia Tian 27,846
Managerial
Officer
Wen-Cheng Pan 5,787

104

Title Name 2022 2022 As of April 30 of the current year As of April 30 of the current year
Shareholding
Increase
(Decrease)
Pledged
Shareholding
Increase (Decrease)

Shareholding
Increase
(Decrease)
Pledged
Shareholding
Increase
(Decrease)
Managerial
Officer
Wen-I. Weng 45,927
Managerial
Officer
Zhong-Zhan Jiang 6
Managerial
Officer
Hui-Jung Liao 103
Managerial
Officer
Fu-Cai Huang (3,488)
Managerial
Officer
Tian-fu Hong 365 1,325
Managerial
Officer
Cheng-Yen Hsieh 23
Managerial
Officer
Jia-You Zheng 19
Managerial
Officer
Guo-Yun Shiu 41
Managerial
Officer
Mao Lieh Huang 26,727
Managerial
Officer
Sheng-Wei Sung 24,551
Managerial
Officer
Hsuan-Chih Tuan 27,627
Managerial
Officer
Wen-Hong Chen 31
Managerial
Officer
Jin-Fu Huang 6,339
Managerial
Officer
Ying-Nan Su (9,000)
Spouse Tsai-Yuen-E Lin 2,623
Spouse Mei-Sing Lin 6,847
Spouse Cuei-Lian Ma 600
Spouse Li-Huei Yang 82
Spouse Li-Jyu Kang 15
Spouse Mei-Ru Hou 222
Spouse Yi-Sin Lin (13,190)
Spouse Shu-Cin Ho 350
Major
Shareholder
Wei Chiao Investment &
Development Co., Ltd.
10,285,977 (20,320,000)
Major
Shareholder
Yieh United Co., Ltd. 15,105,266
(5,500,000)

Shares held in
the names of
other persons

Long Yuan Investment
Development Co., Ltd.
563,516
Shares held in
the names of
other persons

Chun Fong Investment
Development Co., Ltd.
281,168

105

Title Name 2022 2022 As of April 30 of the current year
Shareholding
Increase
(Decrease)
Pledged
Shareholding
Increase (Decrease)

Shareholding
Increase
(Decrease)
Pledged
Shareholding
Increase
(Decrease)
Shares held in
the names of
other persons

Shin Chun Investment
Development Co., Ltd.
421,710
Shares held in
the names of
other persons

Ji Chang Enterprise Co., Ltd.
68,672
Shares held in
the names of
other persons

Chao Ying Enterprise Co.,
Ltd.
125,602
Shares held in
the names of
other persons

Shing Bang Enterprise Co.,
Ltd.
122,915
Shares held in
the names of
other persons

Li Huei Development Co.,
Ltd.
3,973,613

Note: Increase in the number of shares have been transferred in from distribution of earnings of 2022 and the employee share trust.

2. Information on Share Transfers: N/A

3. Information on Share Pledges: N/A

106

IX. Information on the Top 10 Shareholders of the Company Who Are Identified as Related Parties, Spouse or Relative within Second-Degree of Kinship

Relationship information between 10 largest shareholders

April 25, 2022

April 25, 2022 April 25, 2022
Name Current Shareholding Spouse &
Minor
Shareholding
Shareholding by
Nominee Arrangement
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Remark
Shares % Shares % Shares % Company Name Relation
(1) Yieh United Steel Corporation
(YUSCO)
Representative: I-Shou Lin
317,210,602 16.05% 116,701,189 5.88% Wei Chiao Investment
Development Co., Ltd.
E-Da Healthcare Group
Wei Hung Investment and
Development Co., Ltd.
Hsing Loong Investment &
Development Co., Ltd
Lien shuo Investment Development
Co., Ltd.
Zhi Yi Investment Co., Ltd.
Chairman is the
same person
Kuo Chiao Investment and
Development Co., Ltd.
Li Hui Development Co., Ltd.
It's director is
the Chairman
of Yieh United
Ta Ching Motors Co., Ltd.
(2)Wei
Chiao
Investment
Development Co., Ltd.
Representative: I-Shou Lin
216,005,528 10.93% Yieh United Co., Ltd.
E-Da Healthcare Group
Wei Hung Investment and
Development Co., Ltd.
Hsing Loong Investment &
Development Co., Ltd
Lien Shuo Investment Development
Co., Ltd.
Chi Yi Investment Co., Ltd.
Chairman is the
same person

107

Name Current Shareholding Current Shareholding Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Nominee Arrangement
Shareholding by
Nominee Arrangement
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Remark
Shares % Shares % Shares % Company Name Relation
Kuo
Chiao
Investment
and
Development Co., Ltd.
Li Hui Development Co., Ltd.
It's director is
the
Chairman
of Wei Chiao
Ta Ching Motors Co., Ltd.
(3) Li Hui Development Co., Ltd.
Representative: Yin-Chen Wang
83,445,874 4.22% E-Da Healthcare Group
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment Development
Co., Ltd.
Chi Yi Investment Co., Ltd.
Yieh United Co., Ltd.
Wei Chiao Investment
Development Co., Ltd.
It's chairman is
a director of Li
Hui
Kuo Chiao Investment and
Development Co., Ltd.
Ta Ching Motors Co., Ltd.
(4) Wei Hong Investment and
Development Co., Ltd.
Representative: I-Shou Lin
76,400,658 3.87% Yieh United Co., Ltd.
Wei Chiao Investment
Development Co., Ltd.
E-Da Healthcare Group
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment Development
Co., Ltd.
Chi Yi Investment Co., Ltd.
Chairman is the
same person
Kuo
Chiao
Investment
and
Development Co., Ltd.
Li Hui Development Co., Ltd.
Its director is
the
Chairman
of Wei Hung

108

Name Current Shareholding Current Shareholding Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Nominee Arrangement
Shareholding by
Nominee Arrangement
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Remark
Shares % Shares % Shares % Company Name Relation
Ta Ching Motors Co., Ltd.
(5) Hsing Lung Investment &
Development Co., Ltd
Representative: I-Shou Lin
69,938,078 3.54% Yieh United Co., Ltd.
Wei Chiao Investment
Development Co., Ltd.
E-Da Healthcare Group
Wei Hong Investment and
Development Co., Ltd.
Lian Shuo Investment Development
Co., Ltd.
Chi Yi Investment Co., Ltd.
Chairman is the
same person
Kuo Chiao Investment and
Development Co., Ltd.
Li Hui Development Co., Ltd.
It's director is
the
Chairman
of Hsing-Lung
Ta Ching Motors Co., Ltd.
(6) E-Da Healthcare Group
Representative: I-Shou Lin
65,097,068 3.29% Yieh United Co., Ltd.
Wei Chiao Investment
Development Co., Ltd.
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment Development
Co., Ltd.
Chi Yi Investment Co., Ltd.
Chairman is the
same person
Kuo Chiao Investment and
Development Co., Ltd.
Li Hui Development Co., Ltd.
Its director is
the Chairman
of E-Da
Hospital

109

Name Current Shareholding Current Shareholding Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Nominee Arrangement
Shareholding by
Nominee Arrangement
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Remark
Shares % Shares % Shares % Company Name Relation
Ta Ching Motors Co., Ltd.
(7) Kuo Chiao Investment and
Development Co., Ltd.
Representative: He-Hsing Lai
64,964,178 3.29% Yieh United Co., Ltd.
Wei Chiao Investment
Development Co., Ltd.
E-Da Healthcare Group
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment Development
Co., Ltd.
Chi Yi Investment Co., Ltd.
Its director is
the Chairman
of Kuo Chiao
Ta Ching Motors Co., Ltd. Its supervisor is
the chairman of
Kuo Chiao
Li Hui Development Co., Ltd.
(8)
Lian
Shuo
Investment
Development Co., Ltd.
Representative: I-Shou Lin
62,751,376 3.18% Yieh United Co., Ltd.
Wei Chiao Investment
Development Co., Ltd.
E-Da Healthcare Group
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Chi Yi Investment Co., Ltd.
Chairman is the
same person
Kuo Chiao Investment and
Development Co., Ltd.
Li Hui Development Co., Ltd.
It's director is
the
Chairman
of Lian Shuo
Ta Ching Motors Co., Ltd.

110

Name Current Shareholding Current Shareholding Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Nominee Arrangement
Shareholding by
Nominee Arrangement
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Remark
Shares % Shares % Shares % Company Name Relation
(9) Ta Ching Motor Industrial Co.,
Ltd
Representative: Pyng-Yeong Liang
54,449,105 2.76% Yieh United Co., Ltd.
Wei Chiao Investment
E-Da Healthcare Group
Lian Shuo Investment
Wei Hong Investment and
Chi Yi Investment Co., Ltd.
Hsing Lung Investment &
Li Hui Development Co., Ltd.
Kuo
Chiao
Investment
and
Development Co., Ltd.
Its chairman of
the board is the
supervisor
of
Ta
Ching
Motors
(10) Chi Yi Investment Co., Ltd.
Representative: I-Shou Lin
44,312,530 2.24% Yieh United Co., Ltd.
Wei Chiao Investment
Development Co., Ltd.
E-Da Healthcare Group
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment Development
Co., Ltd.
Chairman is the
same person
Kuo Chiao Investment and
Development Co., Ltd.
Li Hui Development Co., Ltd.
It's director is
the
Chairman
of Chi Yi
Ta Ching Motors Co., Ltd.

111

Name Current Shareholding Current Shareholding Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding by
Nominee Arrangement
Shareholding by
Nominee Arrangement
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Name and Relationship Between the
Company's Top Ten Shareholders, or Spouses or
Relatives Within the Second Degree of Kinship
Remark
Shares % Shares % Shares % Company Name Relation
(11) I-Shou Lin 168,248 0.00% 55,093 Yieh United Co., Ltd.
Wei Chiao Investment
Development Co., Ltd.
E-Da Healthcare Group
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment Development
Co., Ltd.
Chi Yi Investment Co., Ltd.
Chairman is the
same person
(12) Yin-Chen Wang 0 0.00% 0.00% Li Hui Development Co., Ltd. Chairman is the
same person
(13) Pyng-Yeong Liang 48,403 0.00% 143,79
7
Ta Ching Motors Co., Ltd. Chairman is the
same person
(14) Ho-Hsing Lai 0 0.00% 0.00% Kuo Chiao Investment and
Development Co., Ltd.
Chairman is the
same person

112

X. Number of Shares invested by the Company, any of the Company’s Directors, Supervisors, Executive Officers and Businesses directly or indirectly controlled by the Company, and Consolidated Percentage of Shareholding

Combined shareholding percentage

December 31, 2022
Unit: Shares; %
December 31, 2022
Unit: Shares; %
December 31, 2022
Unit: Shares; %
December 31, 2022
Unit: Shares; %
Affiliated Enterprises (Note) Ownership by the Company Direct or Indirect Ownership by
Directors/Supervisors/Managers
Total Ownership
Shares Shareholding Shares Shareholding Shares Shareholding
Good Honor Holdings Ltd. 46,400
100.00%
0
0.00%
46,400
100.00%
Yieh Phui (Hong Kong) Holdings
Limited
233,500,000
100.00%
0
0.00%
233,500,000
100.00%
Worthing Honor Holdings Ltd. 100,000
100.00%
0
0.00%
100,000
100.00%
Shin Phui Steel Corporation 23,917,289
100.00%
0
0.00%
23,917,289
100.00%
Shin Yang Steel Co., Ltd. 87,696,000
100.00%
0
0.00%
87,696,000
100.00%
Sin Bang Investment &
Development Co., Ltd.
19,102,500
100.00%
0
0.00%
19,102,500
100.00%
Gen-Wan Technology Corp 3,951,421
86.99%
1,024
0.02%
3,952,445
87.01%
EMMT Systems Corporation 48,840,290
78.51%
4,652,535
7.48%
53,492,825
85.99%
Yieh Hsing Enterprise Co., Ltd. 304,654,386
57.41%
218,633
0.04%
304,873,019
57.45%
E-United Japan Co., Ltd. 470
47.00%
0
0.00%
470
47.00%
Kuo Chang Enterprise Co., Ltd. 107,370,104
99.04%
0
0.00%
107,370,104
99.04%
United Brightening Development
Corp.
150,893,035
95.56%
0
0.00%
150,893,035
95.56%
Cheng Shin Security Co., Ltd. 1,400,000
35.00%
400,000
10.00%
1,800,000
45.00%
Eliter International Corp. 283,583,868
30.06%
173,898,973
18.43%
457,482,841
48.49%
E-Da Development Co., Ltd. 209,619,406
28.44%
47,192,184
6.40%
256,811,590
34.85%
Yieh Mau Corporation 55,290,578
23.00%
7,421
0.00%
55,297,999
23.00%
Asiazone Co., Ltd. 15,090,000
32.80%
0
0.00%
15,090,000
32.80%
Eda Tourist Car Co., Ltd. 1,349,000
19.00%
28,400
0.40%
1,377,400
19.40%
Eda Bus Co., Ltd. 1,845,307
17.09%
10,229
0.09%
1,855,536
17.18%
Skylark Hot-Spring Resort Co.,
Ltd.
1,170,000
14.63%
2,000,000
25.00%
3,170,000
39.63%
Tangeng Iron Works Co., Ltd. 39,553,000
11.30%
69,500,000
19.86%
2020,053,00
0

31.16%
Hong Yuh Assets Management
Co.,Ltd.
123,920,000
80.00%
0
0.00%
123,920,000
80.00%
Lian So(H.K)Co., Ltd. 16,560,000
80.00%
0
0.00%
16,560,000
80.00%
Yieh Phui America, Inc. 1,000
100.00%
0
0.00%
1,000
100.00%
Eda Entertainment Co., Ltd. 7,410,000
19.00%
0
0.00%
7,410,000
19.00%
Li Hui Development Co., Ltd. 64,045,000
44.56%
0
0.00%
64,045,000
44.56%
ji Chang Enterprise Co., Ltd 1,042,200
45.00%
0
0.00%
1,042,200
45.00%
Yieh United Co., Ltd. 676,660,515
25.82%
130,849,303
4.99%
807,509,818
30.82%
E-Da Visual Effects Co., Ltd. 3,185,000
49.00%
0
0.00%
3,185,000
49.00%
Groupco Technology Inc. 0
0.00%
8,330,000
92.50%
8,330,000
92.50%
E-Da Health Biotechnology Co.,
Ltd.
380,000
19.00%
380,000
19.00%
760,000
38.00%
Applied Wireless Identifications
Group, Inc.
0
0.00%
40,488,461
91.47%
40,488,461
91.47%
Awid Asia Co., Ltd. 0
0.00%
3,030,000
100.00%
3,030,000
100.00%
Yieh Phui (China) Technomaterial
Co., Ltd.
0 0.00% 0 100.00% 0 100.00%
Changshu Ever Glory Trading
Co.,Ltd.
0 0.00% 0 100.00% 0 100.00%
Tianjin Lianfa Precision Steel
Corporation
0 0.00% 0 100.00% 0 100.00%
Wabo Global Trading Corporation 0 0.00% 6,000,000 100.00% 6,000,000 100.00%
Pt. E-United Ferro Indonesia 0 0.00% 3,525,000 100.00% 3,525,000 100.00%

113

Affiliated Enterprises (Note) Ownership by the Company Ownership by the Company Direct or Indirect Ownership by
Directors/Supervisors/Managers
Direct or Indirect Ownership by
Directors/Supervisors/Managers
Total Ownership Total Ownership
Shares Shareholding Shares Shareholding Shares Shareholding
Pt. Yieh Ferro Indonesia 0 0.00% 500,000 100.00% 500,000 100.00%
Pt. Genba Indoresources 0 0.00% 0 100.00% 0 100.00%
Pt. Genba Multi Mineral 0 0.00% 0 100.00% 0 100.00%
Pt. Asiamax Mining Indonesia 0 0.00% 54,500 100.00% 54,500 100.00%
Lian Yang (Hong Kong) Trading
Limited
0 0.00% 100,000 100.00% 100,000 100.00%
Chao Ying Investment
Development Co.,, Ltd.
0 0.00% 30,400,000 100.00% 30,400,000 100.00%
Kingsgarden International Co.,
Ltd.
258,000,000 54.89% 212,000,000 45.11% 470,000,000 100.00%
Kaohsiung Marriott Hotel 292,000,000 58.17% 210,000,000 41.83% 502,000,000 100.00%
Shin-Jan Engineering
&Management Consulting Co.,
Ltd.
320,000 32.00% 130,000 13.00% 450,000 45.00%
UniPattern Corporation 0 0.00% 5,200,000 43.33% 5,200,000 43.33%
United Winner Metals L.P 0 0.00% 3,475,106 33.75% 3,475,106 33.75%
E-Mau Development Co., Ltd. 0 0.00% 5,504,000 25.60% 5,504,000 25.60%

Note: The equity method was employed for this Company's long-term investments.

114

Chapter 4. Funding Status

I. Capital and Shares

(I) Sources of Capital

Unit: NT$ thousands, thousand shares

Month/
Year
Issue
Price
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark
Shares Amount Shares Amount Sources of
Capital
Capital
Increase by
Assets Other
than Cash
Others
1995.05
10
600,000 6,000,000 339,422 3,394,220 Capitalization
of earnings
950,227
None May 10, 1995 TDDC
(1)No. 27765
1996.04
10
600,000 6,000,000 424,278 4,242,780 Capitalization
of earnings
848,556
None March 27, 1996
TDDC(1) No. 21718
1997.01
10
600,000 6,000,000 484,278 4,842,780 Capital
increase by
cash 600,000
None October 22, 1996
TDDC(1) No. 59340
1997.06
10
600,000 6,000,000 508,492 5,084,920 Capitalization
of earnings
242,139
None May 30, 1997 TDDC
(1)No. 43183
1998.06
10
750,000 7,500,000 584,766 5,847,660 Capitalization
of earnings
762,738
None April 24, 1998 TDDC
(1) No. 35445
1999.09
10
750,000 7,500,000 672,481 6,724,810 Capitalization
of earnings
877,149
None August 10, 1999 TDDC
(1) No. 73628
1999.11
10
750,000 7,500,000 747,481 7,474,810 Capital
increase by
cash 750,000
None November 11, 1999
TDDC (1) No. 87166
2000.06
10
1,000,000 10,000,000 837,178 8,371,780 Capitalization
of earnings
896,977
None June 21, 2000 TDDC (1)
No. 53713
2001.02
10
1,000,000 10,000,000 797,178 7,971,780 Capital
reduction
(cancellation
of treasury
stocks)
400,000
None November 14, 2000
TDCC No. 85102
Nov.29, 2000 TDCC
(1)No. 97250
Jan. 17, 2001 TDCC
No.102095
Feb. 08, 2001 TDCC
(3)No. 107419
2001.10
10
1,000,000 10,000,000 829,065 8,290,659 Capitalization
of earnings
318,871
None July 14, 2001 TDCC (1)
No. 144750
2001.12
10
1,000,000 10,000,000 809,065 8,090,660 Capital
reduction
(cancellation
of treasury
stocks)
200,000
None September 5, 2001
TDCC (3) No. 156354
2003.09
10
1,250.000 12,500,000 922,335 9,223,352 Capitalization
of earnings
1,132,692
None August, 12, 2003 TDCC
(1) No. 0920136291
2003.12
10
1,250,000 12,500,000 994.605 9.946.051 Domestic
corporate
bonds
conversion
722,699
None January 20, 2004
MOEA Official Letter
No. 0930101042

115

2004.03
10
1,250,000 12,500,000 1,034,618 10,346,181 Domestic
corporate
bonds
conversion
400,130
None April 21, 2004 MOEA
Official Letter No.
09301068070
2004.09
10
1,250,000 12,500,000 1,074,722 10,747,216 Domestic and
overseas
corporate bond
conversion
401,035
None November 10, 2004
MOEA Official Letter
No. 09301213380
2004.12
10
1,250,000 12,500,000 1,095,303 10,953,026 Domestic and
overseas
corporate
bonds
conversion
205,811
None February 24, 2005
MOEA No.
09401031080
2005.03
10
1,320,000 13,200,000 1,195,303 11,953,026 Capital
increase by
cash
1,000,000
None March 28, 2005 MOEA
No. 09401048940
2005.03
10
1,320,000 13,200,000 1,196,258 11,962,580 Domestic and
overseas
corporate
bonds
conversion
9,553
None April 26, 2005 MOEA
No. 09401072640
2005.08
10
1,520,000 15,200,000 1,256,071 12,560,709 Capitalization
of earnings
598,129
None September 19, 2005
MOEA No.
09401176700
2005.08
10
1,520,000 15,200,000 1,260,930 12,609,299 Merger capital
increase
48,590
None September 30, 2005
MOEA No.
09401184830
2006.10
10
2,000,000 20,000,000 1,349,195 13,491,950 Capitalization
of earnings
882,651
None October 25, 2006
MOEA No.
09501235990
2007.09
10
2,000,000 20,000,000 1,389,671 13,896,708 Capitalization
of earnings
404,758
None October 16, 2007
MOEA No.
09601251540
2008.10
10
2,000,000 20,000,000 1,459,154 14,591,543 Capitalization
of earnings
694,835
None October 21, 2008
MOEA No.
09701268630
2009.03
10
2,000,000 20,000,000 1,411,863 14,118,633 Capital
reduction
(cancellation
of treasury
stocks)472,910

None
March 27, 2009 MOEA
No. 09801060200
2009.09
10
2,000,000 20,000,000 1,454,219 14,542,192 Capitalization
of earnings
423,559
None September 22, 2009
MOEA No.
09801218880
2010.10
10
2,000,000 20,000,000 1,526,930 15,269,302 Capitalization
of earnings
727,110
None October 05, 2010
MOEA No.
09901224020
2011.10
10
2,000,000 20,000,000 1,603,276 16,032,767 Capitalization
of earnings
763,465
None October 11, 2011
MOEA No.
10001229410
2012.10
10
2,000,000 20,000,000 1,635,342 16,353,422 Capitalization
of earnings
320,655
None October 03, 2012
MOEA No.
10101203790
2014.09
10
2,000,000 20,000,000 1,668,049 16,680,491 Capitalization
of earnings
327,069
None September 12, 2014
MOEA Official Letter
No. 10301190130

116

2015.09
10
2,000,000 20,000,000 1,718,090 17,180,905 Capitalization
of earnings
500,414
None September 21, 2015
MOEA No.
10401195830
2017.09
10
2,000,000 20,000,000 1,821,176 18,211,760 Capitalization
of earnings
1,030,855
None September 26, 2017
MOEA Official Letter
No. 10601132590
2018.09
10
2,000,000 20,000,000 1,875,811 18,758,112 Capitalization
of earnings
546,352
None September 17, 2018
MOEA Official Letter
No. 10701118100
2019.09
10
2,000,000 20,000,000 1,913,327 19,133,275 Capitalization
of earnings
375,163
None September 19, 2019
MOEA Official Letter
No. 10801128440
2020.09
10
2,000,000 20,000,000 1,890,569 18,905,695 Capital
reduction
(cancellation
of treasury
stocks)227,580

None
September 15, 2020
MOEA Official Letter
No. 10901163030
2022.07
10
3,000,000 30,000,000 1,890,569 18,905,695 Increase
capital
July 26,2022 MOEA
Official Letter No.
11101129420
2022.09
10
3,000,000 30,000,000 1,985,097 19,850,979 Capitalization
of earnings
94,528
September 15, 2022
MOEA Official Letter
No. 11101178360
2023.04

10
3,000,000
30,000,000
1,975,864
19,758,649
Capital
reduction
(cancellationof
treasury stocks
9,233



April 13, 2023
MOEA Official Letter
No. 11230048990

~~Note 1: The annual data shall be updated as of the publication date of this annual report.~~ Note 2: The effective (approval) date together with the doc. No. should be added for any capital increase. Note 3: Those that issue the stock below the par value shall indicate so in a clear manner. Note 4: Provide information on those who pledged currency debts, technology or business reputation in exchange for shares, including the type and amount of the pledges. Note 5: Private placement shall be indicated in a clear manner.

nit: shares

Share Type Authorized Capital Authorized Capital Remark
Issued Shares (Note) Un-issued Shares Total
Registered
common shares

1,975,864,994
1,024,135,006 3,000,000,000 Shares of
listed
companies

Information on shelf registration

Unit: NT$ thousands,

thousand shares

thousand shares thousand shares
Types
of
securiti
es
Estimated issuance
amount
Amount of issued The purpose and
expected benefits of
the issued shares
Pre-set period of
issuance of the
unissued portion
Remark
Total
number of
shares

Approved
amount
Shares Price
N/A

117

(II) Structure of Shareholders:

Structure

As of: April 23, 2023

Structure
Item
Govern
ment
Agencie
s
Financial
Institution
s
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions
& Natural
Persons
Mainland/n
atural
person
Total
Number of
Shareholders
1 2 226 127,220 206 1 127,656
Shareholding
(Shares)
13 3,918,360 1,260,946,363 600,951,824 110,048,433 1 1,975,864,994
Shareholding 0.00% 0.20% 63.82% 30.41% 5.57% 0.00% 100.00%
Shares Held byCapital from Mainland China: 0%
  • Note: Companies primarily listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan.

(III) Share Distribution

Shareholding Distribution Status

As of: April 23, 2023

As of: April 23,2023
Range of Shareholding Number of
Shareholders
Shareholding (Shares) Shareholding
1 to 999 43,375 7,137,410 0.36%
1,000 to 5,000
58,046

118,105,743

5.98%
5,001 to 10,000
12,910

85,870,236

4.35%
10,001 to15,000 5,705 65,951,791
3.34%
15,001 to20,000 2,112
36,329,545
1.84%
20,001 to 30,000 2,346 55,332,916 2.80%
30,001 to40,000 1,049 35,528,708 1.80%
40,001 to 50,000
550

24,442,877

1.24%
50,001 to 100,000
954

64,833,111

3.28%
100,001 to200,000 363 47,451,762
2.40%
200,001 to400,000 123 33,674,555 1.70%
400,001 to 600,000 43 20,750,429 1.05%
600,001 to 800,000 15 10,179,379 0.52%
800,001 to 1,000,000
10

9,013,857

0.46%
1,000,001 or over
55

1,361,262,675

68.88%
Total 127,656
1,975,864,994

100%

Preferred shares

As of: April 23, 2023

Range of Shareholding Number of
Shareholders
Shareholding
(Shares)
Shareholding
Create new ranges as needed N/A
Total

118

(IV) List of Major Shareholders

List of Major Shareholders As of: April 23, 2023

Shareholding
Shareholder's Name
Shareholding (Shares) Shareholding
YiehUnited Co.,Ltd. 317,210,602 16.05%
Wei Chiao Investment
DevelopmentCo.,Ltd.
216,005,528 10.93%
Li Hui Development Co.,Ltd. 83,445,874 4.22%
Wei Hong Investment and
DevelopmentCo.,Ltd.
76,400,658 3.87%
Hsing Lung Investment &
DevelopmentCo.,Ltd
69,938,078 3.54%
E-Da Healthcare Group 65,097,068 3.29%
Kuo Chiao Investment and
DevelopmentCo.,Ltd.
64,964,178 3.29%
Lian Shuo Investment
DevelopmentCo.,Ltd.
62,751,376 3.18%
Ta ChingMotors Co.,Ltd. 54,449,105 2.76%
Chi Yi Investment Co.,Ltd. 44,312,530 2.24%

119

(V) Information on Market Price, Net Worth, Surplus and Dividend per Share for the Most Recent Two Years Market Value Per Share, Net Values, Earnings and Dividends


Item
Year Year 2021 2022 From the beginning of the
year to
Thursday, March 31, 2023
(Note 8)
Market Price
per Share
(Note 1)
Max. 41.6 26.7 17.7
Min. 11.1 13 15.3
Average 23.58 18.6 16.69
Net worth per
share (Note
2)

Before distribution
16.66 15.98
After distribution 15.39 15.68
Earnings per
Share
Weighted average number of
shares
1,985,098
thousand shares
1,983,205
thousand shares
Earningsper share(note 3) 2.65 0.41
Dividends
per Share
Cash dividend 0.5 0.3
Stock
dividends
Stock dividends 0.5
Dividends from
Capital Surplus
Accumulated unpaid dividend
(Note 4)
Return on
Investment
Price-to-earnings ratio(Note 5) 9.00 45.37
Price-to-dividend ratio(Note 6) 47.16 62.00
Cash dividend yield (note 7) 0.02 0.016

*If any revenue or capital surplus is transferred to capital increase or common stock, further disclose information on market prices and cash dividends retroactively adjusted based on the number of shares after distribution.

  • Note 1: List the highest and lowest market price of the common shares for each year, and refer to the transaction value and transaction volume to calculate average market price for each year.

  • Note 2: this should be filled by using the shares already issued by year-end as a basis, and also by referencing the allocation that the shareholders meeting has decided on for the subsequent year.

  • Note 3: If there are any retroactive adjustments needed due to stock grants, Earnings per share before and after the adjustment should be listed.

  • Note 4: If there are any conditions in issuing equity securities that allow for unpaid out dividend for the year to be accumulated to subsequent years in which there is profit, the Company should separately disclose the accumulated unpaid out dividend up to that year.

  • Note 5: P/E Ratio = Average closing price for each share for the year/earnings per share

  • Note 6: P/D Ratio = Average closing price for each share for the year/cash dividend per share

  • Note 7: Cash dividend yield = cash dividend per share/average closing price per share for the year

  • Note 8: For net worth per share and net earnings per share, data from the latest quarter that has been verified by a CPA up until the date of publication of the Annual Report should be filled. For all other columns, the Company should fill the year's information until the date of publication of the Annual Report.

120

(VI) Dividend Policy and Implementation Status:

  1. Dividend policy stipulated in the Company's Articles of Incorporation is as follows:

  2. Article 31: The retained earning derived from the final accounting is distributed according to the following principles:

  3. A. Dividend Policy:

The life cycle of the Company's industry is in the mature period. The dividend policy is in line with the current and future development plans, taking into account the investment environment, demand for capital, domestic and foreign competitions and shareholder benefits. Each year, no less than 20% of the distributable earnings is distributed to the shareholders as dividends. However, when the accumulated distributable earning is less than 20% of the paid-in capital, dividends will not be allotted.

  • B. Conditions and timing of distribution:

The surplus earnings per unit of the Company shall be calculated as legal reserve. After completing all the tax losses and make up for the losses of the previous years, the Company shall first set aside 10% of its balance as legal reserve. After the balance of the shareholders' equity is set aside, the rest of the earning shall be distributed through resolutions of shareholders' meeting.

  • C. Types of dividends:

Cash dividends are distributed at between 20% to 100% of total dividends distributed in accordance with the actual profitability while stock dividends are distributed at between 0% to 80% of the total dividends distributed.

  • D. Distribution of dividends depends on the operation results. The Board of Directors plans distribution of dividends and forwards the plan to the shareholders' meeting for final decision.

  • The proposed dividend distribution of Shareholders’ Meeting this year:

The Company proposes to list 2021 profit distribution, as shown below in details:

Yieh Phui Enterprise Co., Ltd Earnings Distribution Table

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

121

(VII) Impact on Business Performance and Earnings Per Share (EPS) of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders’ Meeting

Unit: NT$ thousands (excluding NT$ for earnings per share)


Unit: NT$thousands(excludingNT$for

Unit: NT$thousands(excludingNT$for
earningsper sh
Year
Item
2023 (Note 1)
(Estimated)
Beginning paid-in capital 19,758,649
1Distribution of
dividends this year
Cash dividendper share 0.3

Surplus to capital increase stock dividendper share

Capital reserve to capital increase stock dividendper share
Operating
Performance
Changes
Income from operations
Not applicable
(Note 2)
Ratio of increase (decrease) in operating profit over the same period
lastyear
Net income after tax
Ratio of increase (decrease) in NIAT over the same period last year
Earningsper Share
Ratio of increase(decrease)in EPS over the sameperiod lastyear
Annual average return on investment (reciprocal of average annual
PE ratio)
Pro forma earnings
per share and P/E
ratio
If the surplus to capital
increase is realized through
cash dividend
Pro formaper share earnings Not applicable
(Note 2)
Pro forma average annual return on
investment

If capital reserve to capital
increase is not implemented
Pro formaper share earnings

Pro forma average annual return on
investment
If the capital reserve is not
paid and the surplus to
capital increase is paid
through cash dividend
Pro formaper share earnings
Pro forma average annual return on
investment

Note 1: Awaiting the resolution by the 2022 shareholders' meeting Note 2: According to the Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company is not required to disclose financial projections for 2022.

(VIII) Compensation to Employees and Directors:

  1. The number or range of compensations of employees and Directors as stated in the Company's Articles of Association:

  2. Article 30-1 of the Articles of Incorporation of the Company provides the following: If the Company makes a profit in the year (the so-called profit refers to the before tax profit before deducting compensation of employees and Directors), more than 0.2% shall be allotted for employees' compensation and 0.1% or less for compensations of the Directors. When there is a cumulative deficit, the Company shall reserve such an amount in advance for compensation.

  3. Accounting basis for discrepancies between the estimated and actual distributed amount of remunerations in the form of shares to the Company's employees and Directors in this period.

    • A. Estimation Basis: When the profit gained in this year is at the same level of the previous year, use the distribution structure for estimation of this year's distribution.

    • B. Calculation basis for compensations paid with shares: The Company pays

122

compensations of employees, directors in cash, never with stock dividends.

  • C. Accounting practice when the amount of actual distribution is different from the estimated amount: If there is a difference between the actual distributed amount and the estimated amount, the difference shall be adjusted in the month recognized by the shareholders' meeting. The Company shall pay the remunerations of employees, and Directors in the amount recognized by the shareholders' meeting.

  • Distribution of Compensation of Employees, Directors, and Supervisors Approved in the Board of Directors Meeting

  • (1) The amount of any employee compensation distributed in cash or stock and compensation for directors and supervisors. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed:

Unit: NT$
Estimated
amount for
2022
Approved amount
by the Board of
Directors on March
09,2023
Difference
between
estimate and
actualpayment
Causes Status
Employee
compensation
2,252,039 2,252,039 0 None None
Directors'
remuneration
1,126,020 563,010 563,010 The
distribution
rate on the
resolution
of the
board of
directors is
0.05%
The
difference has
been adjusted
in March
2023.
  • (2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation. N/A

  • Information on Distribution of Compensation of Employees, Directors, and Supervisors (With an Indication of the Number of Distributed Shares, Monetary Amount, and Stock Price) And, If There Is Any Discrepancy Between the Actual Distribution and the Recognized Employee, Director, or Supervisor Compensation, Additionally the Discrepancy, Cause, and How It Is Treated:

Unit: NT$ Unit: NT$
Estimated
amount for
2021
Approved amount by
the Board of Directors
on March 9,2022

Amount of
actual
payment
Difference between
estimate and actual
payment
Causes Status
Employee
compensation
in cash
12,636,852 12,636,852 12,636,852 0 None None
Employee
compensation
in shares
0 0 0 0 None None
Directors' remuneration 6,318,426 3,159,213 3,159,213 0 None None

123

(IX) Repurchase of Shares by the Company

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

II. Issuance of Corporate Bonds: The Company has not issued any

corporate bonds in the most recent year up to the publication date of this annual report.

III. Issuance of Preferred Shares: The Company has not issued any preferred shares in the most recent year up to the publication date of this annual report.

IV. Issuance of Global Depository Receipts: The Company has not issued any depository receipts in the most recent year up to the publication date of this annual report.

  • V. Employee Stock Options: None

VI. Issuance of Employee Stock Options: None

  • VII. Issuance of New Shares in Connection with Mergers and Acquisitions: None

VIII.Implementation of Capital Utilization Plan: None

124

Chapter 5. Operational Overview

I. Business Content:

(I) Scope of Business:

  1. Main Content of the Company's Consolidated Business:

Horticulture Service Basic Industrial Chemical Manufacturing Manufacturing of Other Non-Metallic Mineral Products Iron and Steel Refining Iron and Steel Rolling and Extrusion Iron and Steel Casting Secondary Processing of Iron and Steel Manufacturing of Steel Wires and Cables Manufacturing of Metal Structures and Architectural Components Manufacturing of Metal Wire Products Manufacturing of Other Metallic Products Surface Treatment Machinery and Equipment Manufacturing Manufacturing of Other Mechanical Products Manufacturing of Electronic Parts and Components Manufacturing of Automobiles and Parts Manufacturing of Motorbikes and Parts Wholesale of Flowers Wholesaling of Ironware Wholesale of Building Materials Wholesale of Machinery Wholesale of Motor Vehicle and Motorbike Parts and Supplies Wholesale of Other Products Retail of Flowers Retail of Ironware Retail of Building Materials Retail of Machinery and Equipment Retail of Motor Vehicle and Motorbike Parts and Supplies Retail of Other Products International Trade Professional Construction of Steel Structure Works Development, Rental and Sales of Residential and Office Buildings Specialized Field Construction and Development New County and Community Construction and Investment Real Estate Commerce Real Estate Rental and Leasing Rental and Leasing Business Wired Communication Equipment and Apparatus Manufacturing Telecommunication Equipment and Apparatus Manufacturing Manufacture of computer and peripherals

125

Parts Manufacturing Precision Instruments Manufacturing Medical Materials and Equipment Manufacturing Electric Appliance Installation Apparatus Installation Construction International Trade Software Design Services Electric Appliance and Audiovisual Electric Products Repair Shops Electrical Machinery, Avionics and Supplies Manufacturing Energy technology service Industry

Surface treatment, manufacturing, processing, wholesale, retail, domestic sale and export of stainless steel wire material, carbon steel wire material, free-cutting steel wire material, alloy steel wire material, rolling door material, steel pipe, stainless steel pipe, mechanical parts, steel strip, steel strip, can, alloy steel and stainless steel.

Processing, manufacturing, trade, domestic sale and export of various types of parts and hardware for scooter and bicycles.

Delegate construction companies in building public housing, lease and sale of commercial building.

Design, processing and sale of iron plate and composite steel frame.

Design, processing, manufacturing and sale of mechanical frame.

Processing, manufacturing and sale of galvanized iron plate, coated iron plate and cold pressed steel plate.

Processing, manufacturing, domestic sale and export of rolled steel, steel, structural steel, steel wire, iron strip and iron wire.

Operation of farm, livestock farm.

Manufacture, processing, trade and import and export of various types of paper pulp, paper and their raw materials.

Design, manufacture, installation and maintenance of machinery and equipment for steel mill, power plant, petrochemical plant, incineration plant and water treatment plant, including piping, pipe support, ventilation equipment, flue pipe, dust collector, fire extinguishing system, pressure vessel, furnace, annealing tank, heating furnace, conveyor and crane.

Businesses that are not prohibited or restricted by law, except for those subject to license approval

2. Proportion of consolidated businesses

Main Product Amount Ratio(%)
Pickled steel coils 10,715 0.01
Rolled steel coil 4,928,246 5.89
Galvanized steel coils 39,357,198 47.04
Pre-painted steel coils 20,243,699 24.19
Steelpipe 6,903,527 8.25
Wire 6,399,936 7.65
Construction revenue 488,231 0.58
Electronicproducts 1,123,602 1.34
Others 4,220,709 5.05
Total revenue 83,675,863 100.00

126

  • 3 .The Company's current consolidated products include: manufacturing, processing, and trade of pickled steel coil, cold-rolled steel coil, (aluminum) zinc plated steel coil, coated steel coil, steel coil products, and mechanical parts; design of piping engineering; stainless steel wire, carbon steel wire, alloy steel wire and free-cutting steel wire, steel bar and straight bar, OEM/ODM, RFID products, walkie-talkie, smart monitoring system for LED street light.

4. New products and services planned for development:

4. New products and services planned for development:
Item Objectives
1. Low-temperature anti-Fingerprint The development of low-temperature anti-fingerprint is to reduce energy
consumption and increase corrosion resistance.
2. Development for server
components material
Steel development for high-end server components is to improve strength,
abrasion resistance,and better weldability.
3. Development of pre-painted
zinc-aluminum-magnesium
steel sheet (PPGM) for
wire channel of solar system
In order to different types of wire channel materials, development of PPGM
is able to replace current aluminum or stainless steel wire channel and can
adapt to any severe environment of solar power locations.
4. Development of middle-low grade
non-oriented silicon steel.
The development of middle-low grade non-oriented silicon steel is to
diversifyYP’sproduct types and to meet future market’s need.
5. Development of GM with anti-
fingerprint for black tarnish
resistance
As YP’s GM steel is susceptible to black tarnish, the issue should be
improved by using environmentally-friendly anti-fingerprint formula. YP’s
GMproduct can therefore be more competitive.
6. Development of LM with
Environmentally-friendly
passivation formula for
black tarnish resistance
As YP’s LM steel is susceptible to black tarnish, the issue should be
improved by using environmentally-friendly passivation formula for better
resistance of black tarnish. And YP’s LM steel can therefore be more
competitive.
7. Development of chrome-free
pre-treatment passivation
for pre-painted steel sheet.
In the future pre-treatment passivation applied on pre-painted steel sheet is
required to be chrome-free, so YP will cooperate with our passivation
supplier to develop chrome-free pre-treatment passivation for pre-painted
steel sheet in order to meet market’s need.
8. Development of trivalent
chromium anti-fingerprint
for PL steel
As European market has the need for trivalent
chromium anti-fingerprint formula, YP will cooperate with our passivation
supplier to develop chrome-free pre-treatment passivation for PL steel sheet
in order to meet market’s need.
9.Elecinsulating coating for
middle-low grade
non-oriented silicon steel.
In order to fulfill customer’s satisfactory and need, it is a must to develop
elecinsulating coating for middle-low grade non-oriented silicon steel.
10.Development of minimum of 40%
recycled content of hot-dip 55%Al-
Zn coated steel coil
To develop hot-dip 55%Al-Zn coated steel coil with minimum of 40%
recycled content to meet the requirements of circular economy to well-
known 3C application manufacturers to continuouslykeepthe sales market.
11. Development of high solids content
pre-painted steel coil
To develop high solids content vanish applied to pre-painted steel coil. It
will induce lower paint usage during production and reduce cost of pre-
painted steel coil. Furthermore, it also enhances Yieh Phui to achieve
Corporate Social Responsibilityof reducingcarbon emissions.
12. Development of high-strength and
high-toughness thin steel sheet
To develop of high-strength (i.e. tensile strength above 550 MPa) and high-
toughness thin steel sheet. It can be widely used in computer keyboard
internalparts and increaseproduct sales of electronic application.

127

(II) Industry Overview:

1. Current state and development of the industry:

Steel, being a necessary raw material for social and economic development, is a key indicator to evaluate a country's industrial production capability. Every country in the world deems its steel industry a sign of state power. To improve a nation’s competitiveness, every country, developing and developed alike, takes an proactive stance in boosting the industry.

In the earlier phase, domestic steel industry develops in line with the post-war needs for economic development, and gains a footing gradually through the period in which the government carries out its economic planning and development in several phases. Generally, development of domestic steel industry can be broken down into 5 phases: The infancy phase before 1970s; the growth phase in mid-1970s after the incorporation of China Steel Corporation (CSC); the mature period in 1980s when CSC launched its expansion of phase 2 and phase 3 construction, and private investors actively participated in plant construction.

After endeavors for half a century, domestic steel industry has shifted in line with the economic development from making steel out of scraps in the early days to adopting highly-mechanized steel mills and steel mills equipped with electric furnaces. The most advanced production techniques are also introduced, providing a complete basis for Taiwan's steel industry. Currently, domestic steel industry possess a comprehensive system comprising upstream, midstream, and downstream suppliers. Except for ultraspecial steel products, it wields the ability to produce the various steels by itself.

The steel industry has a high capital and high technology-intensive characteristics, and the development of the industry must rely on the support of industrial, electrical machinery, civil, transportation and information industries, and the integration of downstream industries, and thus, the industry is highly capable of the industry's industrial and industrial development. Thus, the Company has made great contribution to the industry and thus has a significant output in the industry. Thus, the Company has made great contribution to the industry and the industry is highly committed to the industry. Thus, the Company has made great contribution to the industry and the industry is expected to have a significant output. Thus, the Company has made great contribution to the industry and the industry's overall economic growth.

  1. The correlation among the upstream, midstream and downstream of the industry:

The upstream raw material for the steel industry is steel billet, which is produced through the steelmaking process. Steelmaking is divided into blast furnace and electric furnace steelmaking. The former uses iron ore and coking coal as raw materials, with 98% of iron ore used as steelmaking raw materials. Steel mills produce crude steel from iron ore, coking coal, and other raw materials through the blast furnace, and then manufacture various types of steel products according to different uses. The representative steel mill is CSC. Electric furnace steelmaking mainly uses scrap steel as the main raw material. Since Taiwan's steelmaking raw materials rely on imports, currently only CSC is an integrated steel mill.

In the steel industry, the intermediate products are mainly carbon steel, including cold/hot rolled steel plates, rebars, coated steel products, wire coils, and bar steel coils. Among them, coated steel products have the effect of replacing hot/cold rolled steel and have rapidly growing demand, as evidenced by the global demand for coated steel products in recent years. Coated steel products such as galvanized and painted steel plates have many advantages, including excellent corrosion resistance, easy construction, beautiful appearance, long service life, low maintenance costs, and recyclability to replace wood. In recent years, under the trend of abnormal climate and

128

increasing environmental protection awareness worldwide, coated steel products have become the best environmental protection materials applied in infrastructure construction.

Looking back at the production history of advanced steel-producing countries, upstream steel mills supplied low-cost and competitive raw materials to downstream enterprises, enabling them to process and export or sell domestically, which will effectively improve the performance of processed exports and promote the growth of domestic gross domestic product (GDP). On the other hand, if upstream steel mills can provide raw materials that are compatible with deep processing and create higher value-added demand for midstream and downstream enterprises, they can further leverage the integration effect of the upstream, midstream, and downstream supply chain, continuously expand the industry foundation, and provide midstream and downstream enterprises with more opportunities for industrial upgrading, exerting a cluster effect, increasing domestic investment, and creating more employment opportunities.

Yieh Phui is a professional manufacturer of plated steel materials such as galvanized products, coated steel coil, etc. Before the 90s, the supply of domestic plated steel material was less than demand, and had to rely on import to satisfy the gap after the significant increase in consumption. As such, the Company strove to replace imports with self-manufactured products. Besides attaining the goal of replacing imports with domestic products, it also relieves downstream processing companies of the inconvenience of delay in delivery date, unstable quality, tying down of funds, exchange rate risk, etc., that arise due to import. It directly increases operating efficiency and improves international competitiveness.

3. Competition status and development trend of the products:

In recent years, the global consumption of coated steel has continued to show a steady growth trend, accompanied by an increase and renovation of production capacity and output. However, over the past three years, with the disruption caused by the COVID19 pandemic, inflation intensifying, the escalating trade war between the US and China, and the Russia-Ukraine conflict mired in a quagmire, the international situation has become highly volatile, and all manufacturers have made efforts to adjust their business strategies to adapt to the situation. Taiwan is located at the forefront of the US-China rivalry and has a shallow economy, making export earnings extremely important. In the global marketing context of the steel industry, exports competitiveness can be reduced due to differences in tariffs caused by geopolitical factors. In terms of free trade agreements (FTA), Taiwan is at a disadvantage compared to other competitive countries, and this urgently needs to be further promoted by the government. The signing of the Taiwan-US BTA (bilateral trade agreement) can be seen as a major positive breakthrough.

Looking ahead to the future, our company will continue to strive for flexibility in operations and further expand upon our competitive advantages in terms of product variety, size combinations, equipment capacity, and other areas that exceed those of our competitors. We will also deepen our marketing channels to provide customers with more comprehensive services and feedback when purchasing materials. In addition to actively improving our product quality and image, Looking to the future, our company will continue to strive for flexible operations, leverage our advantages in product variety, size combinations, and equipment capacity to further enhance our marketing channels and provide customers with more comprehensive services and feedback when purchasing materials. In addition to actively improving our product quality and image, we will also actively develop new products. In recent years, green energy issues have been widely recognized globally, and various countries have formulated carbon neutrality policies. Domestic companies have also begun to actively change their

129

production models. In response to changing times, our company will focus on high value-added and green energy products, vigorously move towards the direction of green and environmentally friendly products, and realize our blue ocean strategy to surpass industry competition, make market differentiation and adapt to the trend of environmental protection, aiming to achieve better business performance.

(III) Technology and R&D Overview:

  1. Consolidated R&D expenses in the most recent year, up to the printing of this annual report

A total of NT$117,611 thousand in 2022 and NT$30,42 thousand in January-March 2023.

2. Consolidated new product

Item Date of
Development
Results
Hot-dip 5%Al-Mg-Zn coated
steel product (GM)
January
2021
Successfully developed hot-dip 5%Al-Mg-Zn coated steel product (GM) is
by added extra Mg to 5%Al-Zn coated steel(GF) to increase corrosion
resisting property, and to increase YP’s product competitiveness both in
domestic and foreign markets as well.
Hot-dip Al-Si coated steel
product
January
2021
Successfully developed hot-dip Al-Si coated steel product (AS) is suitable
for oven inner-wall, bake tray, car exhaust pipe, etc. where heat resistance
is required. This product enhances YP’s product competitiveness both in
domestic and foreign markets.
HSLA galvanized steel sheet
(GZ)
January
2021
Successfully developed HSLA galvanized products (GZ) steel sheet with
thickness of 1.0mm, and tensile strength of 300 MPa to 420 MPa, is
applicable for high processing and welding in motorcars and SUV. This
product complies with the requirements of European Union's RoHS and
automotive directive.
hot-dip 55% Al-Mg-Zn coated
steel product with
environmentally friendly nti-
fingerprint
February 2021 Successfully developed hot-dip 55% Al-Mg-Zn coated steel product (LM)
with environmentally friendly anti-fingerprint can effectively improve the
surface tarnish defect, and enhance the competitiveness of hot-dip 55% Al-
Mg-Zn coated steel product.
Hot-press molding Al coated
steel product
(22MnB5)
February
2021
22MnB5 is suitable for car-part application to enhances YP’s product
competitiveness both in domestic and foreign markets.
High performance PVF
(polyvinyl fluoride) pre-
painted steel
February 2021 PVF pre-painted steel product is developed by a special paint coating
applied technology. Compared with PVDF product, PVF product is
equipped with better weather resistant and chemical resisting properties,
which is developed after fully understand the paint properties, with the
oven temperature and the heating-rate curve readjusted. It is suitable for
hi-end architecture application and the building exposed to severe
atmospheric condition.
High-strength low-alloyl
(HSLA) cold-rolled steel
February 2021 Successfully developed HSLA cold-rolled steel of 260 MPa to 420 MPa
grade tensile strength, applicable for automotive structural parts.
High corrosion resistance and
RoHS compliant anti -
fingerprint coating for hot-dip
Zn-Al-Mg coated steel
March 2021 Successfully developed RoHS compliant anti-fingerprint coating with high
corrosion resistance for hot-dip Zn-Al-Mg coated steel product which
equipped with high corrosion resistant and with self-lubricating function,
increasing product's processing and forming performance. The product is
applicable forphotovoltaic brackets appliance.
Leading strip to increase yield
of hot-rolled material
March 2021 Welding 8 to 10 meter leading strip that is reusable to instead of off gauge
of cold-rolled mill mechanism. It can increase yield of hot-rolled material
significantly.

130

Item Date of
Development
Results
Environmentally-
friendly anti-microbial plus
pre-painted sheet in coil
April 2021 Successfully developed anti-microbial plus green color sheet in coil, which
significantly reaches 99% growth inhibition of influenza virus,
H3N2,FCV , and 95% growth inhibition of COVID-19 Delta approved by
third party testing laboratory in Japan according to ISO 21702, is suitable
for pharmaceutical factory or food factory application where the
environmental cleanliness is required.
Specified pump at down chute
to extract zinc powder and
steam technology
April 2021 Apply specified pump at down chute to extract zinc powder and steam
technology. It can improve surface quality of hot-dip Zn-Al-Mg coated
steel product and make Yieh Phui more competitive in the market.
A type of technology to
improve roll mark defects at
curingsection
April 2021 Introduce a type of technology to improve roll mark defects at curing
section to cold-rolled steel product to increase competitiveness of Yieh
Phui.
A type of technology to cut
off gauge strip automatically
May 2021 Introduce a type of technology to cut off gauge strip of cold-rolled
material automatically. It will improve inaccurate cutting by manual work
and increaseyield of continuousgalvanised line significantly.
Development of minimum of
20% recycled content of hot-
dip 55%Al-Zn coated steel coil
February, 2022 Successfully developed hot-dip 55% Al-Zn coated steel product with
minimum of 20% recycled content. It has used to the well-known brand to
23.8-inch eco-friendly desktop monitor and 15.6-inch eco-friendly
notebook computer display internal parts. The product was announced at
Touch Taiwan Optoelectronics Exhibition on April 27, 2022 and enhanced
Yieh Phui to become industry’s leadingmanufacturer of circular economy.
Anti-fingerprint chemicals for
hot-dip Zn-Al-Mg coated steel
coil (GM)
January, 2022 Successfully developed anti-fingerprint chemicals for hot-dip Zn-Al-Mg
coated steel coil (GM). The chemicals with anti-black, electrical
impedance, corrosion resistance and compliance with RoHS Directive
properties and cause the annual sales of GM products to increase more
than 20,000 metric tons

(IV) Short- and Long-Term Business Development Plans

1. Long-term business development plans

Long-term business development direction is the fundamentals of continuing to develop niche products and niche market. The Company flexibly adjusts product profile based on customer requirements, continues to develop market or products for end use, embarks on the environmental-friendly trend, to cater to the rapid market growth in Asia regions and other emerging industrial countries, as well as catering to existing sales channels.

2. Short-term business plans

Taiwan is a shallow market, and our company evaluated that in 2022 we were one of the top three suppliers for domestically produced hot-dip galvanized and painted steel products. Although domestic sales are not the main source of revenue for the company, we have moderately increased the proportion of domestic sales in response to domestic and international situations and fluctuations in the exchange rate of the New Taiwan dollar. This will help to highlight the importance of the domestic market, especially during international market conditions or significant exchange rate fluctuations.

The short-term goal is to actively strengthen the product portfolio and implement the

131

business direction of securing domestic market share. At present, the main product applications are focused on four major material solutions such as health and environmental protection, renewable energy, safety and fire protection, and information electronics, while satisfying domestic customers' demand for material quality improvement and expanding the business scope of the Company.

II. Market, Production and Sales Overview:

(I) Market Analysis:

  1. Main sales destinations:

The Company's plated and coated products continue to be marketed to the world, with sales channels in various places around the world. Besides the basic domestic market, export markets include mainland China, Southeast Asia, Middle East, United States, Canada, E.U., Australia and other regions.

  1. Market share and market's future supply and demand situation and growth:

According to the steel demand forecast for Taiwan released by the Taiwan Steel and Iron Industries Association in 2019 (from the year 2019 to 2024), the annual demand for hot-dip galvanized steel in Taiwan was estimated to be around 1.508 million metric tons in 2019, a decrease of 1.0% from around 1.524 million metric tons in 2018. This is due to the escalation of the US-China trade war, which has expanded into a comprehensive confrontation, and the implementation of monetary tightening policies by various countries under the context of inflation, leading to turmoil in the international steel market. Although the domestic political and economic situation in Taiwan is relatively stable and foreign investment is flowing in, Taiwan's economy is shallow and is easily affected by the international situation. In addition, it is also predicted that the annual demand for hot-dip galvanized steel in Taiwan will be approximately 1.501 million tons in 2023, which is a decrease of 0.5% compared to 2022. In recent years, China has continued to push for reforms in the steel industry and in 2023, the policy of controlling both production capacity and output will be implemented. This is a positive signal for both the domestic and international steel markets.

Our company continues to implement a global marketing strategy, and in 2022, the proportion of exports was approximately 60-65%. In addition to fully satisfying domestic market demand this year, we will flexibly adjust to market conditions, place an appropriate proportion of our products in the international market and strive to increase the added value of our products, and flexibly adjust customer orders to ensure operating efficiency and performance.

  1. Advantages and disadvantages of competitive niche and development prospect, and the countermeasures against the disadvantages:

132

Favorable Factors:

  • A. With the frequent global climate anomalies, and increasing attention paid to environmental protection, galvanized and coated steel products processed from steel and iron raw materials are equipped with environmental friendly, recyclable and reusable properties, possessing high development potential in the future.

  • B. The production of baked coatings ranks first in the industry and has the most complete product portfolio. Under production conditions that meet economic scale requirements, it can fully supply various products demanded by the market, with cost competitiveness superior to other industry players. In recent years, the company has also actively developed various types of green and environmentally friendly products, which can increase product added value and timely meet various customer order requirements.

  • C. According to statistics from CRU International Steel Journal, global consumption of coated steel sheets in 2022 is approximately 159.73 million tons, which is a decrease of 12.65 million tons (-4.54%) from 167.34 million tons in 2021. This significant decline is attributed to the adoption of tight monetary policies by various countries in response to inflation, leading to a drop in demand. This indicates that the consumption of coated steel sheets in various application fields is significantly affected by the overall economic conditions.

  • D. The company can effectively mitigate risks such as exchange rates, delivery times, and quality, especially in 2022 when the New Taiwan dollar continued to fluctuate, which greatly reduced the impact of international economic fluctuations..

  • E. Compared with the peers, the Company continues to implement internal management, which is conducive to the progress of production and marketing. The Company had introduced Total Productive Maintenance (TPM) as early as 1998, of which the first-level TPM focused on "equipment," the second-level TPM focused on "personnel," the third-level TPM focused on "corporate image" and "quality service," the fourth-level TPM focused on "touching service," and the fifth-level TPM focused on "comprehensive service," so as to make Yieh Phui an enterprise valuing both manufacturing and services. The Company has currently committed itself to "Becoming world's best iron and steel manufacturing and service enterprise by 2021." On January 31, 2022, it was reviewed and approved by the Japanese side, and officially won the TPM World Class Award from the Japan JIPM Association, making it become the second steel company in the global steel industry and the first non-Japanese steel mill in the world to win this honor.

Unfavorable factors:

  • A. Ever since Taiwan became a member of WTO in 2002, import tariff on steel products has been eliminated. Along with the fact that domestic infrastructure construction slows down, domestic demands for steel are not easy to rise. Although

133

the Company wields an advantage in quality, the competition from low-price steel imports is inevitable, the Company must change and innovate in time to meet business challenges.

  • B. Taiwan has faced difficulties in making progress with free trade agreements (FTAs) with other countries. The Regional Comprehensive Economic Partnership (RCEP), consisting of 15 member countries primarily from ASEAN, officially came into effect on January 1st, 2022. The second round of substantive negotiations for the Taiwan-U.S. Trade and Investment Framework Agreement (TIFA) has concluded in January 2023, and there is hope for the early signing of a Bilateral Trade Agreement (BTA) in the first half of this year. This will be an important positive breakthrough for Taiwan's external economic and trade development.

  • C. The progress of the signing of Free Trade Agreement (FTA) between Taiwan and other countries is slow. On the New Year's Day of 2022, the Regional Comprehensive Economic Partnership (RCEP), consisting of 15 ASEAN member states as the main body, has officially entered into force. Compared with the main competitors in the partnership including mainland China, Japan, South Korea and Vietnam, Taiwan is facing an increasing crisis of marginalization in the trade market. The follow-up depends on the government's active promotion of joining the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) to enhance the export competitiveness of domestic industries.

134

(II) Applications and Manufacturing Processes of Main Products:

1. Main Uses of the Products:

Product Item Main Uses
Pickled steel coils For use in electrical appliances, furniture and motor
cars,industrial machinery,etc.
Cold rolled steel coils For use in electrical appliances, furniture and motor
cars,industrial machinery,etc.
Galvanized steel coils Raw materials for construction industry, household
appliances,hardware,automobile industry,machinery
Pre-painted steel coils Raw materials for construction industry, household
appliances,hardware,automobile industry,machinery
Steel coil products Raw materials for construction industry, household
appliances, automobile industry (scooter, bicycle),
machinery
Steel structure for buildings Building structure of residential buildings, office
buildings,supermarkets,etc.
Steel structure for plants tructure for electronic plant, power plant, steel mill,
incinerationplant,etc.
Steel structure for bridges For use in roads and bridges
Frame crane Bridge crane for transportation and hoisting in
industrialplants
Straddle Carrier Lifting equipment for arranging and transportation of
containers at containeryard
Container crane Lifting equipment for hoisting of container at ports and
harbors
Steel pipe Raw materials for construction industry, furniture,
automobile industry (scooter,bicycle),machinery

135

2. Manufacturing processes:

==> picture [448 x 680] intentionally omitted <==

----- Start of picture text -----

Hot-rolled
t l il
Acid pickling Pickled steel
coils
Delivery
Cold rolling Cold rolled
steel coils
Galvanizatio Galvanized Warehousi
steel coils
Pre-painting Pre-painted
steel coils
Hot-rolled/cold-
rolled steel coil
Slitting
Delivery
Hot-
Tubing rolled/cold-
rolled steel
Warehousi
Galvanizatio Galvanized
steel pipe
Hot-
Delivery
rolled/pickled/cold-
Hot
rolling/Pickling/cold
Cutting/Slitti rolling Warehousi
Cutting steel plate,
steel strip
inspection
Finished product
inspection Finished product
inspection Finished product
----- End of picture text -----

136

Manufacturing process

==> picture [475 x 471] intentionally omitted <==

----- Start of picture text -----

Steel plate/structural
steel
Raw material Square tube,
Heam
Product: Steel structure
Hoisting at site
Cold for buildings
Welding Warehousing Product: Steel structure for plants
Coating Finished product Product: Steel structure
inspection for bridges
Steel
l / hi / l
Product: Overhead crane
Cold
On-site
ki
i i
Welding Hoisting Product: Straddle Carrier
Machining Factory test Product: Container crane
Coating Assembly
----- End of picture text -----

(III) Supply of the Main Raw Materials:

Main raw materials Supply by domestic suppliers Supply by foreign suppliers
Steel coil 95.32% 4.68%
Paint 100.00% 0.00%
Zinc (aluminum) ingots 41.82% 58.18%
Steel billet 70.28% 29.72%

137

(IV) Information of Customers that Contribute to More Than 10% of total Purchases & Sales in the Most Recent Two Years: 1. List of suppliers that contribute to more than 10% of the Company's net purchase:

Information of major suppliers in the last 2 years

2021 2022 2022 up to the end of the previous quarter to the end of the previous quarter
ITE
M
Name Amount Proportion to
Annual Net
Purchases (%)
Relationsh
ip with the
Issuer

Name
Amount Percentage to net
purchase in the
year up to the
previous quarter
(%)
Relationship
with the
Issuer
Name Amount Percentage to net
purchase in the year up
to the previous quarter
(%)

Relationsh
ip with the
Issuer
4017 16,465,855 21.55% Non-
related
parties
4017 12,765,476 21.36% Non-related
parties
Note 1
2 16037 7,810,494 10.22% Related
parties
A00082 6,942,394 11.61% Non-related
parties
Others 52,128,540 68.23% Others 40,069,001 67.03%
Net
purchase
76,404,889 100.00% Net
purchase
59,776,872 100.00%

Note 1: As of the date of printing of the annual report, the financial information for the first quarter of 2023 has not yet been reviewed and finalized by the accountant. Reason for increase or decrease: cater to business requirements

138

  1. List of customers that contribute to more than 10% of the Company's consolidated net sales:

Information of major customers for the last 2 years

2021 2022 2023 up to the end of the previous quarter (Note 1) up to the end of the previous quarter (Note 1) up to the end of the previous quarter (Note 1)
ITEM Name Amount Proportion
to Annual
Net Sales
(%)
Relations
hip with
the Issuer

Name
Amount Proportion to
Annual Net
Sales (%)

Relation
ship with
the
Issuer

Name
Amount Percentage to
net sales in the
year up to the
previous
quarter(%)

Relationship
with the
Issuer
Others 90,046,653 100.00% Others 83,675,863 100% Others
Net Sales 90,046,653 100.00% Net Sales 83,675,863 100% Net Sales

Note 1: As of the date of printing of the annual report, the financial information for the first quarter of 2023 has not yet been reviewed and finalized by the accountant.

139

(V) Production Volume and Value of the Most Recent Two Years

Unit: tons; NT$ thousands


Unit: tons; NT$ thousands

Unit: tons; NT$ thousands

Unit: tons; NT$ thousands
Year
Production Volume
and Value
Major Product (or by
Department)
2022 2021
Production
Capacity
Production
Volume
Production Value Production
Capacity
Production
Volume
Production Value
Pickled steel coils 2,110,000
1,114,835

24,428,302

2,110,000

1,411,104

32,270,293
Rolled steel coil 1,020,000
421,030

10,807,627

1,020,000

472,623

11,992,763
Hard rolled steel coil 1,600,000
1,272,493

24,825,774

1,600,000

1,420,134

31,422,150
Cold rolled steel coils 500,000
19,150

452,429

500,000

162,780

3,860,678
Galvanized steel coils 2,300,000
1,804,178

47,123,217

2,300,000

2,111,634

56,862,875
Pre-painted steel coils 920,000
488,354

15,923,568

920,000

608,238

19,464,598
OEM steel coil -
51,035

132,884

-

86,088

185,194
Others -
97,262

1,318,585

-

111,726

1,535,403
Steel pipe 411,000
340,841

9,467,938

411,000

239,998

6,248,212
Bridge crane -
9

171,598

-

10

148,932
Steel structure -
14,355

255,492

-

18,539

477,287
Wire 500,000
278,592

6,473,220

500,000

316,072

6,670,414
Total 9,361,000
5,902,133

141,380,634

9,361,000

6,958,946

171,138,799

Note 1: Production capacity refers to the volume of product that can be produced by a company using existing production equipment and under normal operation, after taking into consideration factors such as necessary downtime, holiday, etc. Note 2: Substitutable production capacity may be included in the production capacity and be stated in the note.

(VI) Sales Volume and Value of the Most Recent Two Years: Unit:

tons; NT$ thousands

Year
Sales volume
and value

Major Product
(orbyDepartment )

2022

2022

2022

2022
2021 2021 2021 2021
Domestic Exports Domestic sales Exports
Item Amount Item Amount Item Amount Item Amount
Pickled steel coils - - 671
10,715

50

940

717

13,659
Rolled steel coil 1,278
17,972

458

7,408

1,402

23,367

-
-
Hard rolled steel coil
-
- 223,296 4,509,896
97

2,304

256,319
5,776,447
Cold rolled steel coils
-
- 18,337
388,378

2,092

56,704

143,494
3,283,642
Galvanized steel coils 258,261 7,501,067 1,116,038 31,982,422 287,352 8,416,350 1,154,123 34,364,163
Pre-painted steel coils 56,680 2,626,313
442,388
15,860,698 56,233 2,468,876
534,475
19,250,930
Trading 34,618
814,964

-
- 49,573 1,226,750
-
-
OEM steel coil 26,860
146,868

41

155
43,526
196,728

36

153
Wire 271,126 5,157,563
13,577
1,578,519 301,107 5,672,092
14,037
1,249,996
Steel pipe 58,924 1,772,846
126,244
5,456,083 60,025 1,745,559
62,327
1,944,103
Bridge crane 9
200,682

-
- 10
159,724

-
316
Steel structure 14,355
305,367

-
- 18,539
527,611

-
-
Others 39,214 2,344,169
66,197
2,993,779 46,122
642,833

74,507
3,023,404
Total 761,327 20,887,522 2,007,247 62,788,341 866,127 21,139,839 2,240,035 68,906,814

140

III. Employee Information:

Year Year 2021 2022 Year as at April 30,
2023 (Note)
Number of
employees
Male 3,877 3,876 3,964
Female 1,022 1,067 1,111
Total 4,899 4,943 5,075
Average Age 39.96 39.96 40.57
Average Years of Services 10.40 10.40 10.60
Education Doctor 0.27% 0.28% 0.28%
Master 7.04% 6.92% 6.91%
University 57.44% 56.58% 56.89%
Senior High
School
(Vocational
School)
31.56% 32.17% 31.41%
Below Senior
High School
3.59% 4.05% 4.51%

Note: Fill information for the current fiscal year as of the publication date of this annua l report.

141

IV. Environmental Protection Expenditure:

(I) Total damages (include compensation) and punishment due to environmental pollution in last fiscal year up to April 30, 2023:

April 30,2023:
ITEM 2019 2020 2021 2022 March 22,2023
Status of Pollution
(Type and Level)
None The storage, removal or disposal methods and facilities for
business waste in violation of the Waste Disposal Act shall
comply with the regulations of the central competent
authority.
None None None
Compensation
recipient or unit
imposing the
punishment
None The unit imposing the punishment is Kaohsiung City
Government Environmental Protection Agency
None None None
Amount of
Compensation or
Penalty
None Fine of NT$60,000 and 2 hours of environmental
education workshop.
None None None
Other damages None None None None None

(II) Future response strategies and potential expenditure:

  1. Remedial plan: (1) Implement environmental protection, abide by the various environmental protection laws and regulations.

  2. (2) Abide by ISO 14001 system, and carry out regular checks and identification in accordance to the environmental protection laws and regulations.

(3) Actively implement management by wandering around in the plant, and deficiency correction preventive measures.

  • (4) Take part in various environmental law seminars and strengthen communication and

coordination with the competent authority.

ITEM 2022 2023 2024 2025
Pollution
control
equipment to
be purchase
or
expenditure
1. Supplies
replacementand
cleaning of air
pollution control
equipment.
2. VOC emission charge.
3. Sulfur oxides and
nitrogen oxides
emission charge.

1. Supplies replacement
and cleaning of air
pollution control
equipment.
2. VOC emission charge.
3. Sulfur oxides and
nitrogen oxides
emission charge.

1. Supplies replacement
and cleaning of air
pollution control
equipment.
2. VOCs emission
charge.
3. Sulfur oxides and
nitrogen oxides
emission charge.
1. Supplies replacement
and cleaning of air
pollution control
equipment.
2. VOCs emission
charge.
3. Sulfur oxides and
nitrogen oxides
emission charge.
Expected
Improvements

1. Replace Raschig ring,
heat storage materials
and dust filter bag
regularly to improve
air quality
(approximately
NT$3,224.5
thousand).
2. Expected to pay VOC
emission charges of
NT$357.5 thousand
per year.
3. Expected to pay sulfur
oxides and nitrogen
oxides emission
charges of NT$181.5
thousand per year.

1. Replace Raschig ring,
heat storage materials
and dust filter bag
regularly to improve
air quality
(approximately
NT$3,224.5
thousand).
2. Expected to pay VOC
emission charges of
NT$357.5 thousand
per year.
3. Expected to pay sulfur
oxides and nitrogen
oxides emission
charges of NT$181.5
thousand per year.

1. Replace Raschig ring,
heat storage materials
and dust filter bag
regularly to improve
air quality
(approximately
NT$3,224.5
thousand).
2. Expected to pay VOC
emission charges of
NT$357.5 thousand
per year.
3. Expected to pay sulfur
oxides and nitrogen
oxides emission
charges of NT$181.5
thousand per year.

1. Replace Raschig ring,
heat storage materials
and dust filter bag
regularly to improve
air quality
(approximately
NT$3,224.5
thousand).
2. Expected to pay VOC
emission charges of
NT$357.5 thousand
per year.
3. Expected to pay sulfur
oxides and nitrogen
oxides emission
charges of NT$181.5
thousand per year.
Amount Approx. NT$3,763.5
thousand
Approx. NT$3,763.5
thousand
Approx. NT$3,763.5
thousand
Approx. NT$3,763.5
thousand

142

  1. Expected environmental protection capital expenditures for next three years
2. Expected environmental protection capital expenditures for next three years 2. Expected environmental protection capital expenditures for next three years 2. Expected environmental protection capital expenditures for next three years 2. Expected environmental protection capital expenditures for next three years 2. Expected environmental protection capital expenditures for next three years
3. Impact after improvements
ITEM 2022 2023 2024 2025
Impact on net profit Low impact Low impact Low impact Low impact
Impact on competitive
position
Continue to increase environmental protection performance, promote harmony in
neighborhood, and maintain good corporate image.

143

V. Labor management Relations:

(I) Existing important labor-management agreements and implementation situation:

The Company is in the iron and steel industry, features complete staffing quality, and implements people-oriented management. It follows the principles in the United Nations Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights, the United Nations Global Covenant (UNGC), and the United Nations International Labor Organization Convention, and recognizes the right of everyone to freely choose / accept work for a living. For this reason, the Company has developed the Appointment and Promotion Policy to expose transparent and fair employment standards and treat current colleagues, contractors and interns with dignity and respect. In addition to providing guidance and training on job-related capacities, the Company provides legal, equitable and quality labor conditions to ensure that employees and their families lead a stable life; employees actively participate in matters of labor management relations while the Company develops a harmonious business environment both for the employer and the employees through honesty:

  1. Respect basic human rights, demonstrating diversity and equal opportunities for all

  2. (1) To ensure equal employment opportunities, an employer shall not discriminate against job applicants on the basis of race, social class, language, belief, religion, political party, origin, birth place, sex, sexual orientation, age, marital status, appearance, features, disability, horoscope, blood type or past membership of a labor union. The employer shall not conduct discriminative physical, verbal, or dispositional action based on the above listed.

  3. (2) The company has formulated a clear and fair employee policy/standards and do not employ child labor, and provide employees with fair wages and equal salary for the same type of jobs without discrimination. To boost morale and retain/attract talent, the salary for employees is irregularly adjusted with reference to price changes and salaries within the industry.

  4. . Starting from January 1st, 2022, employees of the group's production entities will be granted seniority allowances based on their years of service, and salary adjustments will be made for personnel in the sixth grade or lower, with a total average salary adjustment rate of 6.25%. In addition, the night shift differentials for native/foreign rotational shift colleagues will be increased.

  5. (3) The Company deploys fairness of employment, remuneration, training, evaluation, and promotion opportunities, and the provision of effective and appropriate grievance mechanisms. Employee complaint channels such as the Operations without Illegal Intervention, the Sexual Harassment Prevention Regulation, the Workplace Unlawful Prevention and the Sexual Harassment Prevention Committee are all established to prevent and respond to the rights and interests of employees.

  6. (4) The Company has established internal reward and punishment measures against executives or colleagues who take advantage of professional title, grade, rank or position to physically attack, verbally insult, intimidate, threaten and otherwise bully or commit violent acts, or other illegal infringement behaviors in the workplace.

  7. (5) The announcement area of the Company's internal EIP website has set up a Zone Against Illegal Infringement in the Performance of Duties and a Illegal Workplace Infringement Notification System. In addition, employee complaint channels such as the Operations without Illegal Intervention, the Sexual Harassment Prevention Regulation, the Workplace Unlawful Prevention and the Sexual Harassment Prevention Committee are all established to prevent and respond to the rights and interests of employees.

144

  • (6) When the new recruits are under education and training, they are all informed of what are “illegal infringement in the performance of duties” according to the Operations without Illegal Intervention program, and are provided with information on complaint channel/window. In addition, on specific holidays (such as International Girls' Day, Women's Day, etc.), the Company will publicize/reiterate the statement of prohibition of illegal infringement / sexual harassment in the workplace to all colleagues.

  • (7) The Employee Welfare Committee encourages employees to establish diverse clubs and promote leisure and entertainment to cultivate peer connection.

2. Healthy and safe workplace

  • (1) The company has been awarded the "Health Promotion Mark" certification under the "Health Workplace Certification" program by the Health Promotion Administration of the Ministry of Health and Welfare.

  • (2)The company has applied for the subsidy program for middle-aged and senior job redesign under the Workforce Development Agency of the Ministry of Labor.

  • (3) The Company has a health management center, which is equipped with fitness equipment and health station testers. In addition to employing trainers to provide guidance, the company can also analyze and record the physical and mental status indicators of employees, so that the company not only carries out TPM comprehensive equipment quality maintenance, but also pays more attention to the promotion and improvement of the physical and mental status of employees.

  • (4) Employees are entitled to professional health check-ups provided by E-Da Hospital, which exceed the legal requirement of annual health check-ups for employees aged 40 and above, and biennial health check-ups for employees under 40. This is to ensure the initial screening of employee health.

  • (5) The Company works with E-Da Hospital in setting up a clinic in the factory, assists employees in health management and regularly holds various healthy activities, encouraging employees to participate freely in order to provide a healthy life for employees.

  • (6) The Company works with E-Da Hospital to provide "Employee Health Management Planning and Services". Through the establishment of the Company's exclusive health care manager, we analyze the annual health examination results and work-related factors, track specific personnel by grouping, prevents potential health risks, and provides the Company's employee with health management, health information, medical consultation and other services.

  • (7) The working hours are based on labor laws and regulations to ensure that employees are not exposed to the risks of overwork and excessive hours. The regulations governing the determination of work hours and extended work hours are specified in the regulation to regularly manage and care for employees' attendance status and health risks.

3. Communication and rewards

  • (1) The Company spares no effort in setting up internal communication channel. GroupWise e- mail system is now widely used by the employees, reducing the overuse of paper and reports.

  • (2) The Company sets up labor-management meetings, meetings for members of occupational safety and health committee, meetings for labor retirement reserve fund supervisory committee and meetings for employee benefits committee, providing a communication platform for both labor and management respecting employee’s rights, benefits, and occupational safety.

145

  • (3) The Company information corner is set up in the Company's internal website to allow employees to obtain timely information of the Company's directions through diversified communication platform. The setup of employee's voice provides employees a timely and two-way communication channel, making communication more efficient.

  • (4) The Company has regulations on rewards and punishments. In addition to reporting rewards for great achievements, merit recording and awards, the company may also issue a "bonus" to encourage employees according to the decision of the superior.

  • (5) To encourage the Company's employees to raise suggestions on improving operation, and attain the goal of improving performance, the Company has an innovation proposal management mechanism, where benefits and awards are calculated based on the benefits from the improvement proposals.

  • (6) Every year, the Company holds a voting campaign to award and publicly recognize outstanding employees, so they can serve as role models for our employees in the workplace, and become the benchmark for the Company to promote a quality corporate culture of "teamwork, professional skills, service value, and innovation".

  • (7) In recognition of the fact that internal instructors still devote their time to planning courses, producing teaching materials, delivering courses, and evaluating their effectiveness outside of their personal work, we will report outstanding instructors each year based on such indicators as the number of hours taught, the number of instructors, the satisfaction of students, and the evaluation of training units, and give them awards and recognition.

4. Welfare and training

  • (1) The Company treats its staff as one of its important assets. Besides purchasing labor and health insurance in accordance with the regulations, employees may also be protected by group insurance and travel insurance, comprising life insurance and business travel insurance, with premiums fully paid by the Company, providing employees with better security in terms of work and life.

  • (2) Besides enjoying the benefits of group insurance for themselves, employees may also purchase discounted insurances in critical illness, medical, cancer insurance and personal accident, for their immediate family members and spouse, so that both the employees and their families are well taken care of.

  • (3) It cooperates with E-Da Healthcare Group in providing discounts on medical expenditures incurred by employees' spouse or direct blood relatives.

  • (4) The Company provides various kinds of subsidies and benefits, including subsidies in childbirth, marriage, travel, funeral and burial, hospitalization due to general injury or occupational injury, as well as subsidies and incentives for their children.

  • (5) The Company has established a well-organized Employee Welfare Committee, which is composed of representatives of various departments to organize various employee welfare measures and activities.

  • (6) Employees who have served more than three months may apply for Yieh Phui's stock ownership. 20% of stock ownership is set aside as awards every year, to attain the objective of long-term savings, accumulated wealth, and a stable lifestyle in the future.

  • (7) The Company pays production and sales bonus according to monthly sales performance and personal performance.

  • (8) The Company pays year-end performance bonus according to its annual business profit and personal performance.

146

  • (9) The Company cooperates with Mega International Commercial Bank in providing employees with no more than 10 times of inter-bank withdrawals, ATM transfers and Internet bank transfers per month with no administrative charges.

  • (10) Employees may apply special leave and compensatory leave on 2-hourly basis, so that they can strike a better balance between work and family.

  • (11) Employees are allowed to extend their working hours and to perform duties in exchange for days off or for overtime allowance. The flexibility in working hours enable staff to have a balance between work and life.

  • (12) The Group's Leisure and Entertainment Business provides the employees with exclusive discounts on leisure and relaxation.

  • (13) The Company has established a comprehensive talent cultivation and development program and received the gold medal recognition from the Ministry of Labor for the "TTQS Talent Development Quality Management System" for corporate organizations, enhancing training effectiveness with a complete and systematic strategic training system, and obtained the 2022 National Talent Development Award.

  • (14) The Company cares for and encourages new employees, immediately communicates the company's values and policies to new employees on time, to provide employees with a friendly and safe working environment.

  • (15) To enhance recruitment competitiveness, a special leave pre-allocation system for new employees will be implemented starting from May 2022. New employees will be pre-allocated 3 days of special leave upon their date of hire, enabling them to balance their work and life.

  • (16) The Company provides ongoing management training, professional training, on the job training, and assist our employees in obtaining the necessary professional licenses for their jobs. We also provide subsidies for our employees to study at I-Shou University to acquire the knowledge, skills, and attitudes needed to improve their work performance and achieve organizational goals.

  • (17) For employees with specific duties, we are required to conduct relevant training/courses and regular retraining in accordance with the Occupational Safety and Health Act, and assist employees to obtain various occupational safety licenses according to their duties to ensure the safety and health of their work and environment, and to prevent occupational disasters from occurring.

  • (18) In recognition of the fact that internal instructors devote their time to planning courses, producing teaching materials, and evaluating their effectiveness outside of their personal work, we will report outstanding instructors each year based on such indicators as the number of hours taught, the number of instructors, the satisfaction of students, and the evaluation of training units, and give them awards and recognition.

  • (19) The Company cares for and encourages new employees, immediately communicates the company's values and policies to new employees on time, to provide employees with a friendly and safe working environment.

  • (20) The Company has set up a knowledge platform for education trainings, and integrated the platform with digital learnings, so as to put forward a systematic operation and management.

  • (21) Relevant qualifications specified by the competent authority acquired by relevant financial personnel:

  • A. The Company's chief financial officer has passed the course of "Professional Certification for Accounting Manager of Public Listed Company" of the Accounting Research and Development Foundation.

147

  • B. Two audit personnel from the Company have obtained "Basic Proficiency Test for Corporate Internal Control" organized by the Securities and Futures Institute.

  • C. One finance personnel from the Company has obtained "Certificate of Competency in Corporate Action" awarded by the Securities and Futures Institute.

  • D. One finance personnel from the Company has obtained "Certified Public Accountant" license awarded by the Ministry of Examination.

  • Retirement measures and implementation

  • (1) In order to provide a stable lifestyle for employees after retirement, in accordance with the Labor Standards Act, has established employees retirement mechanism. Regular employees of the Company who meet the retirement requirements of articles 53 and 54 of the Labor Standards Act will be given pension funs based on their years of service in the Company.

  • (2) The Company, according to the Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds, sets aside 10% of employees' actual salary as retirement reserve every month, fills in the Retirement Reserve Deposit Slip, and deposit into Bank of Taiwan before the 20th of the following month.

  • (3) In appreciation of the retired colleagues' hard work and contributions to the company, a trophy and bouquet presentation event will be held starting from November 2022.

(II) List of damages due to labor-management disputes in the last two years: None

148

VI. Cyber security management

(I) Information security management strategy and framework:

  1. Information security risk management framework

  2. (1)Information security governance organization

  3. In response to government regulations, the company has set up a Chief Information Security Officer (CISO) on November 7th, 2022, after approval by the board of directors. On December 21st, 2022, the Audit Committee reviewed and submitted proposals to the board of directors, which were approved. The company has established information security policies, a cybersecurity implementation team, and a plan for promoting information security management. The company has also assigned a dedicated information security manager and staff to coordinate policy formulation, implementation, risk management, and compliance audits related to information security and protection. The company will also conduct regular reviews of information security policies and report to the board of directors.

  4. (2) The organizational structure of the Information Security

==> picture [456 x 139] intentionally omitted <==

2. Information security policy

  • (1) Information security management strategy and framework

To ensure smooth execution regarding the Company's information assets, information security and various corporate operations, the Information Security Policy was established and announced by the President on November 15, After reviewing the policy on December 26, 2022, it has been renamed as "Information and Communication Security Policy" and will be re-published.,for all employees to follow. In addition to implementing various information security protection and management regulations, it is also compliant with the government's information security-related policies and regulations.

The Company has been awarded the certification of "AEO Safety Certification" by the Customs Administration, Ministry of Finance which include 14 major items and 220 related items of the universal, regulatory standard of 170 countries around the certification of "AEO Safety Certification" by the Customs Administration, Ministry of Finance in December 2012.

In order to effectively implement information security management, the Company reviews the applicability and protection measures of information security policies according to the

149

management cycle mechanism of Plan-Do-Check-Act (PDCA), and regularly evaluates and reviews the implementation results.

The " Plan stage " focuses on information security risk management, reducing enterprise information security threats from the system, technical and procedural levels.

In the " Do stage ", multi-layer information security protection is constructed, innovative technologies for information security defense are continuously introduced, the information security control and management mechanism is integrated into the daily operation procedures such as software and hardware maintenance and operation, and information security is systematically monitored to maintain the confidentiality, integrity and availability of the Company's important assets.

The " Check stage " actively monitors the effectiveness of information security management, regularly implements general information security control operations every year to audit the implementation of various information security measures of information units, and conducts regular annual internal control self-inspection operations, and accepts audit for ISO 9001, IECQ QC 080000 and various external certifications.

The " Act stage " is based on review and continuous improvement, and implements supervision and audit to ensure the continued effectiveness of information security standards; when employees violate relevant norms and procedures, they will be subject to reward and punishment measures, and personnel sanctions (including employee annual performance appraisal or taking necessary legal action) according to the circumstances; in addition, improvements including information security measures, education and training, and publicity will be regularly reviewed and implemented to ensure that the Company's important confidential information is not leaked.

150

(2) Enterprise information security risk management and continuous improvement framework

==> picture [457 x 258] intentionally omitted <==

----- Start of picture text -----

Inspection and Constant Improvement Risk Management of Information Security
• Improvement and Inspection of Information • Risk Assessment of Business Information
Security Measures Security
• The Threat and Control of Information Security • Risk Management of Business Information
and Its Technology Security and Its Strategies
• Dealing with the Violation of Information action
Security
• Education Training and Publication of
Information Security Security of
Business
Information
The Control of the Effectiveness of
the Management of Information Multi-layer Protection of
Security Information Security
• Continuous Control of Information Security implementation • Personnel and Physical • Internet Security
• Annual Periodical Control Operation of general Security • Device Security
• Account and Authority • Data Security
Information Security
• Annual Periodical Internal Control Inspection Operation Management
• Control of Information
Security and Its Maintenance
planning
supervising
----- End of picture text -----

(3) Specific management plan

==> picture [413 x 388] intentionally omitted <==

151

  • (4) Resources invested in the security management of information security [Education and training on information security]: To cultivate the Company employees' information security risk awareness, the Company held the Corporate Information Security Education and Training (digital curriculum and online testing) in November, 2022 to enhance employees' awareness of corporate information security and understanding of the contents and restrictions of the information services provided by the Company, aiming to develop awareness of information security risks and threats of all employees. A total of 1,226 executives and employees participated.

==> picture [404 x 194] intentionally omitted <==

----- Start of picture text -----

Number of Participants of Corporate
Information Security Education & Training
1250
1226
1219
1212
1200 1198
1163
1150
1100
2018 2019 2020 2021 2022
----- End of picture text -----

(II) Information security risks and countermeasures:

1. Information technology security risks & management measures

  • (1) The Company has established comprehensive network and computer-related information security protection measures, but it cannot guarantee that the computer system that controls or maintains the Company's manufacturing operations and accounting and other important corporate functions can completely avoid any third-party cyber attack risk paralyzing the system.

  • The Company will also continuously review and evaluate its information security regulations and procedures to ensure their adequacy and effectiveness against the risks of possible cyber attacks or intrusions, protect the proprietary information of customers or other stakeholders, and the personal data of the Company's employees.

  • (2) For malicious hackers trying to introduce computer viruses, destructive software or ransomware into the Company's network system risk, in order to interfere with the Company's operations or extort the Company, the Company will also carry out anti-virus protection measures for each endpoint and strengthen the backup mechanism and off-site backup methods for various important data to prevent computer viruses or any extortionate illegal acts.

  • (3) For the risk of various cyber attacks.

  • In order to prevent and reduce the damage caused by such attacks, the Company will also strengthen the network firewall and network control, comprehensively build endpoint anti-virus measures, strengthen the early detection of phishing emails and fake emails, and continuously strengthen information security protection measures to protect all computer resources and facilities of the Company from malicious software and hacker attacks.

152

  • (4) Any means for any of the above-mentioned cyber attacks or computer viruses, destructive software or ransomware intrusion risks.

  • The Company believes that traces must be left after passing through. For the important records of important facilities, the relevant trace data will be specially backed up, so that in the future, if the relevant unknown intrusion or attack is encountered, the relevant trace data can be delivered to the information security service provider providing auxiliary protection to make clear the means of intrusion or attack, and formulate effective protective measures to prevent the recurrence of illegal acts.

  • (5) Maintenance and operation of important computer facilities. The Company signs maintenance contract with external maintenance service provider to maintain the normal operation of important computer software and hardware facilities, and keep operation uninterrupted.

  • (6) Risk of leakage of personal information and important information.

  • In the service contracts signed by the company with third-party service providers, the Company stipulates clauses requiring them to abide by the confidentiality and network security regulations. For personal data or information in the Company's computer facilities, the Company prohibits any unauthorized copying or leakage and requires keeping strict confidentiality. If any violations are verified, judicial prosecution procedures will be carried out to protect the rights and interests of the Company and shareholders from being damaged.

(III) Major Cyber security incidents:

In the most recent year and as of the date of publication of the annual report, the Company had no business damage caused by a material security incident.

The Company continues to implement various information security management actions to protect the Company's important systems and data security.

153

VII. Important Contracts:

Type of
Contract
Contracting
Party
Commencement Date
and Expiration Date
Major Contents Restrictions
Surface
rights
contract
Shin Phui Steel
Corporation

June 15, 2001- June
14, 2051
1. Royalties payment method:
Payment of NT$120,000
thousand to be amortized
over 50 years.
2. As of December 31, 2022,
NT$51,700 thousand had
been allocated.
None
Surface
rights
contract
Shin Yang Steel
Co., Ltd.

April 1, 2015 - March
31, 2025
1. Rental collection method:
Monthly rental of NT$926
thousand closing at the
beginning of each month.
2. Rental income recognized in
2022 was NT$11,109
thousand.
None

Chapter 6. Financial Conditions

I. Condensed Balance Sheet and Consolidated Income Statement for the Most

Recent Five Years:

(I) Condensed balance sheet (consolidated)

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Year
ITEM
Financial information for the most recent 5 years (Note 1) March 31, 2023
Financial
Information
(Consolidated)
2018 2019 2020 2021 2022
Current assets 25,004,843 20,910,987 20,619,331 28,894,529 27,610,449 Note:2
Property, plant and
equipment
41,118,529 43,146,104 46,222,080 46,844,013 45,775,712
Intangible assets 452,363 432,499 374,347 359,251 314,110
Other assets 20,485,858 19,263,272 16,816,612 19,043,260 19,451,118
Total assets 87,061,593 83,752,862 84,032,370 95,141,053 93,151,389
Current
liabilities
Before
Distribution
26,727,244 27,611,293 27,077,797 29,476,752 25,429,459
After
Distribution
26,914,825 27,611,293 27,077,797 30,422,037 Not yet
distributed
Non-current liabilities 30,692,717 28,691,649 29,123,459 32,768,676 34,929,827
Total
liabilities
Before
Distribution
57,419,961 56,302,942 56,201,256 62,245,428 60,359,286
After
Distribution
57,607,542 56,302,942 56,201,256 63,190,713 Not yet
distributed
Equityattributableto
shareholders of the
parent
27,787,869 25,850,231 26,469,211 31,504,388 31,582,868
Sharecapital 18,758,113 19,133,275 18,905,695 18,905,695 19,850,980
Capital surplus 4,883,218 4,884,281 4,929,007 4,928,849 4,927,302
Retained
earnings
Before
Distribution
4,705,770 2,810,846 3,589,018 8,702,806 7,760,853
After
Distribution
4,143,027 2,810,846 3,589,018 6,812,236 Not yet
distributed
Other equity -559,232 -978,171 -954,509 -1,032,962 -822,369

154

Treasurystock Treasurystock -133,898
Non-controlling interest 1,853,763 1,599,689 1,361,903 1,391,237 1,209,235
Total equity Before
Distribution
29,641,632
27,449,920
27,831,114 32,895,625 32,792,103
After
Distribution
29,454,051
27,449,920
27,831,114 31,950,340 Not yet
distributed

Note 1: The financial information of each of the above years has been reviewed and completed by accountants. Note 2: As of the date of publication of the annual report, there is no financial report for the first quarter of 2013 that has been reviewed and completed by accountants.

Condensed balance sheet (Parent company only)

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Year
ITEM
Financial information for the most recent 5 years (Note 1)
2018 2019 2020 2021 2022
Current assets 7,510,760 6,798,509 6,276,773 10,712,705 10,612,468
Property, plant and equipment 7,656,732 7,386,910 7,108,161 7,260,302 6,696,259
Intangible assets - - - - -
Other assets 35,499,170 33,493,056 32,380,542 35,380,192 33,423,110
Total assets 50,666,662 47,678,475 45,765,476 53,353,199 50,731,837
Current liabilities Before
Distributi
on
12,031,176 12,793,730 12,367,634 11,679,223 10,092,770
After
Distributi
on
12,218,757 12,793,730 12,367,634 12,624,508 Not yet
distributed
Non-current liabilities 10,847,617 9,034,514 6,928,631 10,169,588 9,056,199
Total liabilities Before
Distributi
on
22,878,793 21,828,244 19,296,265 21,848,811 19,148,969
After
Distributi
on
23,066,374 21,828,244 19,296,265 22,794,096 Not yet
distributed
Share capital 18,758,113 19,133,275 18,905,695 18,905,695 19,850,980
Capital surplus 4,883,218 4,884,281 4,929,007 4,928,849 4,927,302
Retained earnings Before
Distributi
on
4,705,770 2,810,846 3,589,018 8,702,806 7,760,853
After
Distributi
on
4,143,027 2,810,846 3,589,018 6,812,236 Not yet
distributed
Other equity -559,232 -978,171 -954,509 -1,032,962 -822,369
Treasury stock - - - - -133,898
Total equity Before
Distributi
on
27,787,869 25,850,231 26,469,211 31,504,388 31,582,868
After
Distributi
on
27,600,288 25,850,231 26,469,211 30,559,103 Not yet
distributed

Note 1: The financial information of each of the above years has been reviewed and completed by accountants.

155

(II) Statements of Comprehensive Income (Consolidated)

Unit: NT$ thousand

Year
ITEM
Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years Financial information for the most recent 5 years March 31, 2023
Financial
information
(Consolidated)
2018 2019 2020 2021 2022
Operating revenue 73,856,189 59,687,597 55,421,795 90,046,653 83,675,863 Note:2



Gross operating profit 5,911,201 2,549,118 4,151,017 10,901,153
9,144,085
Operating income (loss) 1,458,510 (895,193) 1,133,086 5,033,468
2,304,534
Non-operating income and
expenses
(1,102,964) (1,090,273) (550,296) 1,282,880
-1,261,669
Net profit before tax 355,546 (1,985,466) 582,790 6,316,348
1,042,865
Net income
Net Profit for the Year
264,944 (1,700,285) 517,588 5,220,453 522,105
Loss from discontinued
operations
Net profit (loss) for the
period
264,944 (1,700,285) 517,588 5,220,453 522,105
Other comprehensive
income (loss) in the period
(Net income after tax)
(21,012) (329,270) 61,475 -165,741 379,091
Total comprehensive
income
243,932 (2,029,555) 579,063 5,054,712 901,196
Net profit attributable to
Owners of the parent
company
308,506 (1,401,081) 735,238 5,202,838 809,507
Net profit attributable to
non-controlling interests
(43,562) (299,204) (217,650) 17,615 -287,402
Total composite
gains/losses attributable to
owners of the parent
company
293,049 (1,745,191) 813,293 5,041,747 1,172,642
Total composite
gains/losses attributable to
non-controlling interests
(49,117) (284,364) (234,230) 12,965 -271,446
Earnings per Share 0.16 -0.73 0.39 2.62 0.41

Note 1: The financial information of each of the above years has been reviewed and completed by accountants. Note 2:As of the date of publication of the annual report, there is no financial report for the first quarter of 2013 that has been reviewed and completed by accountants.

156

Consolidated income statement (Parent company only)

Unit: NT$ thousand


Unit: NT$ thousand

Unit: NT$ thousand

Unit: NT$ thousand

Unit: NT$ thousand
Year
ITEM
Financial information for the most recent 5 years (Note 1)
2018 2019 2020 2021 2022
Operating revenue 30,026,324 24,971,014 20,936,210 36,785,446 33,544,528
Gross operating profit 2,438,766 665,857 1,516,300 5,444,668 3,841,166
Operating income (loss) 876,087 (572,255) 368,368 3,618,982 1,823,481
Non-operating income and
expenses
(587,176) (1,168,073) 468,997 2,680,489 -700,839
Net profit before tax 288,911 (1,740,328) 837,365 6,299,471 1,122,642
Net income
Net Profit for the Year
308,506 (1,401,081) 735,238 5,202,838 809,507
Loss from discontinued
operations
Net profit (loss) for the
period
308,506 (1,401,081) 735,238 5,202,838 809,507
Other comprehensive
income (loss) in the period
(Net income after tax)
(15,457) (344,110) 78,055 -161,091 363,135
Total comprehensive income
293,049
(1,745,191) 813,293 5,041,747 1,172,642
Earnings per Share 0.16 -0.73 0.39 2.62 0.41

Note 1: The financial information of each of the above years has been reviewed and completed by accountants.

(III) Name of CPAs and Audit Opinions for the Last Five Years

1. Names of CPAs for The Most Recent Five Years and Their Audit Opinions

Year Accounting Firm Name of CPA Audit Opinion
2017 Crowe Horwath China Certified
Public Accountants
Ling-Wen Huang, Jen-
Yao Hsieh
Unqualified opinion
2018 Crowe Horwath China Certified
Public Accountants
Ling-Wen Huang, Jen-
Yao Hsieh
Unqualified opinion
2019 Crowe Horwath China Certified
Public Accountants
Ling-Wen Huang, Shu-
Man Tsai
Unqualified opinion
2020 Crowe Horwath China Certified
Public Accountants
Ling-Wen Huang, Shu-
Man Tsai
Unqualified opinion
2021 Crowe Horwath China Certified
Public Accountants
Ling-Wen Huang, Shu-
Man Tsai
Unqualified opinion
  1. Change of CPA in the last five years if any: In response to the need of internal organization

adjustments by Crowe (TW) CPAs, the Company has since 2019 Q2 financial statements

attestation, changed the CPAs from Ling-Wen Huang and Jen-Yao Hsieh to CPAs Ling-Wen Huang and Shu-Man Tsai.

157

II. Financial Analysis for the Most Recent Five Years: Consolidated financial analysis

Year (Note 1)
Item analyzed (Note 3)
Year (Note 1)
Item analyzed (Note 3)
Five Year Financial Analysis (Note: 1) Five Year Financial Analysis (Note: 1) Five Year Financial Analysis (Note: 1) Five Year Financial Analysis (Note: 1) Year as at
Thursday, March
31, 2023
Financial
information
2018 2019 2020 2021 2022
Financial
structure (%)
Debt ratio 65.95 67.23 66.88 65.42 64.80 Note:2

Ratio of long-term capital to
property, plant, and equipment
146.73 130.12 123.22 140.18 147.94
Solvency
(%)
Current ratio 93.56 75.73 76.15 98.02 108.58
Quick ratio 47.75 40.66 31.62 41.11 59.58
Interest coverage ratio 1.28 -0.51 1.51 5.63 1.62
Operating
performance
Receivables turnover ratio
(times)
15.60 14.69 18.67 32.90 26.60
Average collection period 23.40 24.84 19.55 11.09 13.72
Inventory turnover rate (times)
6.68
6.31 6.30 7.01 6.22

Accounts payable turnover
rate (times)
25.48 26.03 29.68 33.87 29.15

Average days in sales
54.64 57.84 57.93 52.08 58.68
Property, plant, and equipment
turnover ratio (times)

1.84
1.42 1.24 1.94 1.81
Total assets turnover rate
(times)
0.85 0.72 0.66 1.01 0.89
Profitability Return on total assets (%) 1.46 -0.76 1.71 7.04 1.99
Return on equity (%) 0.89 -5.96 1.87 17.19 1.59
Pre-tax income to paid-in
capital ratio(%) (Note 7)
1.90 -10.38 3.08 33.41 5.25
Net profit margin (%) 0.36 -2.85 0.93 5.80 0.62
Earnings per share (NT$) 0.16 -0.73 0.39 2.62 0.41
Cash Flow Cash flow ratio (%) 8.74 10.22 6.82 13.87 7.45
Cash flow adequacy ratio (%) 36.83 43.90 38.11 38.40 50.90
Cash reinvestment ratio (%) 2.33 2.99 2.06 4.34 1.94
Leverage Operating leverage 4.05 - 3.66 2.17 3.97
Financial leverage - - 1.37 3.75

158

Please state the causes of changes in each financial ratio for the preceding two fiscal years. (Analysis is not be required if such changes are within 20%.)

  1. Quick ratio increased: Due to the decrease in current liabilities in the current period, the quick ratio increased.

  2. Interest coverage ratio decreased: Mainly due to the decrease in pre-tax net profit in the current period.I

  3. Increased average collection days: Mainly due to the decrease in net sales in the current period, resulting in a decrease in turnover rate and an increase in average collection days.

  4. Return on assets decreased: Mainly due to the decrease in net profit in the current period.

  5. Return on equity decreased: Mainly due to the decrease in net profit in the current period.

  6. Pre-tax net profit to paid-in capital ratio decreased: Mainly due to the decrease in pre-tax net profit compared to the same period last year.

  7. Net profit margin decreased: Mainly due to the decrease in net profit in the current period.

  8. Earnings per share decreased: Mainly due to the decrease in net profit in the current period.
  1. Cash flow ratio decreased: Mainly due to the decrease in net cash flow from operating activities in the current period compared to the previous period.

10.Cash flow adequacy ratio increased: Mainly due to the increase in net cash flow from operating activities in the current period compared to the previous five year.

  - 11.Cash reinvestment ratio decreased: Mainly due to the decrease in net cash flow from operating activities in the current period compared to the previous period.

  - 12.Operating leverage increased: Mainly due to the decrease in operating profit in the current period compared to the previous period.

  - 13.Financial leverage increased: Mainly due to the decrease in operating profit in the current period compared to the previous period.
  • * If the Company has prepared a parent company only financial report, an analysis of the Company's parent company only financial ratios shall be prepared.

  • If the financial information prepared by adopting IFRS is less than 5 years old, the financial data in the following table (2) shall be prepared separately adopting the ROC GAAP.

  • Note 1: The financial information of each of the above years has been reviewed and completed by accountants.

  • Note 2:As of the date of publication of the annual report, there is no financial report for the first quarter of 2013 that has been reviewed and completed by accountants.

  • Note 3: The table at the end of the annual report shall include the following formulas:

    1. Financial structure

    2. (1) Liabilities to Assets Ratio = Total Liabilities / Total Assets.

    3. (2) Proportion of long-term capital in property, plant, and equipment = (Total equities + noncurrent liabilities) / (Total net value of property, plant, and equipment).

    4. Solvency

    5. (1) Current ratio = Current assets / Current liabilities.

    6. (2) Quick ratio = (current assets - inventory - prepaid expenses)/current liabilities

    7. (3) Interest earned ratio = Earnings before interest and taxes/Interest expenses

    8. Operating ability

    9. (1) Accounts receivable turnover rate (including accounts receivable and bills receivable from business activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and bills receivable from business activities)

    10. (2) Average days of collection = 365 / receivables turnover ratio.

    11. (3) Inventory turnover ratio = Costs of goods sold / Average inventory.

    12. (4) Payable (including accounts payable and business-related notes payable) turnover ratio = net sales revenue/average balance of payable of the period (including accounts payable and business-related notes payable).

    13. (5) Average inventory turnover days = 365 / Inventory turnover ratio.

    14. (6) Property, plant, and equipment turnover rate = Net sales/Average net property, plant, and equipment.

    15. (7) Total asset turnover ratio = Net sales / Average total assets.

    16. Profitability

    17. (1) Return on assets = [net income + interest expense (1– tax rate)] / average total assets.

    18. (2) Return on equity = net income after taxes/average equity

    19. (3) Net profit margin = net income after taxes/net sales

    20. (4) Earnings per share = (net gain or loss attributable to owners of the parent company - preferred stock dividend) / weighted average number of shares outstanding. (Note 4)

    21. Cash flow

159

  - (1) Cash flow ratio = net cash provided by operating activities / current liabilities

  - (2) Net cash flow adequacy ratio = net cash flow rising from operating activities in the most recent five years / (capital expenditure + inventory increase + cash dividend) in the most recent five years.

  - (3) Cash re-investment ratio = (net cash flows from operating activities - cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital). (Note 5)
  1. Leverage:

    • (1) Degree of operating leverage (DOL) = (net operating revenue - variable operating cost and expenses) / operating profit (Note 6)

    • (2) Financial leverage = Operating income / (Operating income - Interest expenses).

  2. Note 4: In calculating earnings per share with the formula mentioned above, special attention should be paid to the following matters:

  3. Use the weighted average number of common shares, not the number of shares issued at the end of the year.

  4. Where any cash increase or treasury stock trading exists, the period of circulation shall be taken into account to calculate the weighted average of the number of shares.

  5. The shares from capitalization of earnings or capital surplus shall be retrospectively adjusted by the proportion of capital increase when calculating the earnings per share for previous annual and semi-annual periods. The issuance period of the capital increase does not have to be considered.

  6. If the preferred shares are nonconvertible accumulated preferred shares, the current annual dividend (whether distributed or not) shall be deducted from the net income after taxes, or increase the net loss after taxes. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from net profit after tax; no adjustment is required in case of loss.

  7. Note 5: In calculating cash flow, special attention should be paid to the following matters:

  8. Net cash flow rising from operating activities refers to the number of net cash inflow from operating activities in the cash flow statement.

  9. Capital expenditures refer to the annual cash flow used in capital investment.

  10. The increase in inventory is included only if the ending balance is greater than the beginning balance; if the ending inventory is reduced, it shall be calculated as zero.

  11. Cash dividends include cash dividends on common shares and preferred shares.

  12. Gross property, plant and equipment refers to the property, plant and equipment before depreciation.

  13. Note 6: The issuer shall classify the operating costs and operating expenses as fixed or variable according to their nature. If it involves estimation or subjective judgment, attention should be paid to its reasonableness and consistency.

  14. Note 7: Where company shares have no par value or where the par value per share is not NT$ 10, any calculations that involve paid-up capital ratio shall be replaced with the equity ratio attributable to the owners of the parent company as stated in the balance sheet.

160

Individual financial analysis

Year (Note 1)
Item analyzed (Note 2)
Year (Note 1)
Item analyzed (Note 2)
Year (Note 1)
Item analyzed (Note 2)
Financial Analyses for the Past Five Financial Analyses for the Past Five Fiscal Years (Note: 1) Fiscal Years (Note: 1)
2018 2019 2020 2021 2022
Financial
structure (%)
Debt ratio 45.16 45.78 42.16 40.95 37.75

Ratio of long-term capital to
property, plant, and
equipment
504.59 472.25 469.85 574.00 606.89
Solvency
(%)
Current ratio 62.43 53.14 50.75 91.72 105.15
Quick ratio 28.66 25.87 21.78 23.40 59.89
Interest coverage ratio 1.65 -3.05 3.19 19.03 4.01
Operating
performance
Receivables turnover ratio
(times)
18.55 16.71 15.40 28.85 27.71
Average collection period 19. 68 21.85 23.70 12.65 13.17
Inventory turnover rate
(times)
6.96 6.85 5.83 5.74 13.91
Accounts payable turnover
rate (times)
22.05 17.43 17.58 31.61 30.11
Average days in sales 52.45 53.30 62.64 63.57 26.24
Property, plant, and
equipment turnover ratio
(times)
3.81 3.32 2.89 5.12 4.81
Total assets turnover rate
(times)
0.59 0.51 0.45 0.74 0.64
Profitability Return on total assets (%) 1.30 -2.15 2.23 11.06 2.13
Return on equity (%) 1.11 -5.22 2.81 17.95 2.57
Percentage
to the paid-
in capital
(%)

Operating
income
4.67 -2.99 1.95 19.14 9.19
Pre-tax net
profit
1.54 -9.10 4.43 33.32 5.66
Netprofit margin(%) 1.03 -5.61 3.51 14.14 2.41
Earnings per share (NT$) 0.16 -0.73 0.39 2.62 0.41
Cash Flow Cash flow ratio (%) 16.99 3.29 5.13 16.45 27.72
Cash flow adequacy ratio
(%)
128.60 159.22 130.57 74.30 105.71
Cash reinvestment ratio (%) 4.05 0.80 1.23 3.50 5.26
Leverage Operating leverage 2.78 - 4.12 1.50 2.11
Financial leverage 2.02 - - 1.11 1.26

161

Please state the causes of changes in each financial ratio for the preceding two fiscal years. (Analysis is not be required if such changes are within 20%.)

  1. Quick ratio increased: Due to the decrease in inventory in the current period, the quick ratio increased .

  2. Interest coverage ratio decreased: Mainly due to the decrease in pre-tax net profit in the current period.

  3. Inventory turnover ratio increased: Mainly due to the decrease in inventory in the current period, resulting in an increase in turnover ratio.

  4. Average sales days decreased: Mainly due to the decrease in inventory in the current period, resulting in an increase in turnover ratio and a decrease in average sales days .

  5. Return on assets decreased: Mainly due to the decrease in net profit in the current period.

  6. Return on equity decreased: Mainly due to the decrease in net profit in the current period .

  7. Operating profit to paid-in capital ratio decreased: Mainly due to the decrease in operating profit in the current period. 8. Decrease in pre-tax net profit to paid-in capital ratio: primarily due to a decrease in pre-tax net profit compared to the same period last year.

  8. Net profit margin decreased mainly due to a decrease in net profit for the period.

  9. Earnings per share decreased mainly due to a decrease in net profit for the period . 11. Cash flow ratio increased mainly due to an increase in operating cash flow for the period compared to the previous period. 12. Cash flow solvency ratio increased mainly due to an increase in net cash inflow from operating activities over the past five years. 13. Cash reinvestment ratio increased mainly due to an increase in operating cash flow for the period compared to the previous period t.

  10. Operating leverage increased mainly due to a decrease in operating profit for the period compared to the previous period. Note 1: The financial information of each of the above years has been reviewed and completed by accountants.

  11. Note 2: The table at the end of the annual report shall include the following formulas: 1. Financial structure

    • (1) Liabilities to Assets Ratio = Total Liabilities / Total Assets.

    • (2) Ratio of long-term capital to fixed assets = (Net shareholders' equity + Long-term liabilities) / Net fixed assets.

    • Solvency

    • (1) Current ratio = Current assets / Current liabilities.

    • (2) Quick ratio = (current assets - inventory - prepaid expenses)/current liabilities

    • (3) Interest earned ratio = Earnings before interest and taxes/Interest expenses

    • Operating ability

    • (1) Accounts receivable turnover rate (including accounts receivable and bills receivable from business activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and bills receivable from business activities)

    • (2) Average days of collection = 365 / receivables turnover ratio.

    • (3) Inventory turnover ratio = Costs of goods sold / Average inventory.

    • (4) Payable (including accounts payable and business-related notes payable) turnover ratio = net sales revenue/average balance of payable of the period (including accounts payable and business-related notes payable).

    • (5) Average inventory turnover days = 365 / Inventory turnover ratio.

    • (6) Fixed assets turnover ratio = net sales / average total assets.

    • (7) Total asset turnover ratio = Net sales / Average total assets.

    • Profitability

    • (1) Return on assets = [net income + interest expense (1– tax rate)] / average total assets.

    • (2) Return on equity = profit and loss after tax/average shareholders' equity.

    • (3) Net profit margin = post-tax profit or loss / net sales.

    • (4) Earnings per share = (net income – dividends on preferred shares)/weighted average number of issued shares. (Note 4)

    • Cash flow

    • (1) Cash flow ratio = net cash provided by operating activities / current liabilities

    • (2) Net cash flow adequacy ratio = net cash flow rising from operating activities in the most recent five years / (capital expenditure + inventory increase + cash dividend) in the most recent five years.

    • (3) Cash re-investment ratio = (Net cash flow from operating activities – cash dividend)/(gross fixed assets value + long-term investment + other assets + working capital). (Note 5)

162

6. Leverage:

  • (1) Degree of operating leverage (DOL) = (net operating revenue - variable operating cost and expenses) / operating profit (Note 6)

  • (2) Financial leverage = Operating income / (Operating income - Interest expenses).

  • Note 3: In calculating earnings per share with the formula mentioned above, special attention should be paid to the following matters:

  • Use the weighted average number of common shares, not the number of shares issued at the end of the year.

  • Where any cash increase or treasury stock trading exists, the period of circulation shall be taken into account to calculate the weighted average of the number of shares.

  • The shares from capitalization of earnings or capital surplus shall be retrospectively adjusted by the proportion of capital increase when calculating the earnings per share for previous annual and semi-annual periods. The issuance period of the capital increase does not have to be considered.

  • If the preferred shares are nonconvertible accumulated preferred shares, the current annual dividend (whether distributed or not) shall be deducted from the net income after taxes, or increase the net loss after taxes. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from net profit after tax; no adjustment is required in case of loss.

  • Note 4: In calculating cash flow, special attention should be paid to the following matters:

  • Net cash flow rising from operating activities refers to the number of net cash inflow from operating activities in the cash flow statement.

  • Capital expenditures refer to the annual cash flow used in capital investment.

  • The increase in inventory is included only if the ending balance is greater than the beginning balance; if the ending inventory is reduced, it shall be calculated as zero.

  • Cash dividends include cash dividends on common shares and preferred shares.

  • Gross fixed assets refer to the total fixed assets before the deduction of accumulated depreciation.

  • Note 5: The issuer shall classify the operating costs and operating expenses as fixed or variable according to their nature. If it involves estimation or subjective judgment, attention should be paid to its reasonableness and consistency.

163

III. The Audit Committee's Audit Report of the Most Recent Fiscal Year:

Audit Committee's Report

The Board of Directors has prepared the Company's 2022 business report, consolidated financial statements, financial statements for parent company only, and surplus distribution proposal, in which the financial statements have been audited by Crowe (TW) CPAs and an audit report has been issued. The aforementioned business report, financial statements, and surplus distribution proposal have been audited by this Audit Committee, and the committee does not find any discrepancies, so this report is made according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please kindly review accordingly.

Sincerely

Yieh Phui Enterprise Co., Ltd. 2023 Annual Shareholders' Meeting

Convener of the Audit Committee: Te-Yuan Yang

March 9, 2023

164

IV. The Most Recent Fiscal Year's Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Attested by the CPAs: Please refer to Annual Reporton page 192 to page311.

V. Parent Company Only Financial Statement for the Most Recent Fiscal Year: Please refer to Annual Reporton page312to page416.

VI. Impact on the Company's Financial Status due to Financial Difficulties Experienced by the Company and Its Affiliates: None

165

Chapter 7. Review and Analysis of the Company's Financial Position and Financial Performance, and Listing of Risks

I. Financial Status:

Comparative analysis of financial conditions

Unit: NT$ thousands

Year
ITEM
2022 2021 Difference Difference
Amount %
Current assets 27,610,449
28,894,529

-1,284,080

-4.44%
Non-current assets 65,540,940
66,246,524

-705,584

-1.07%
Total Assets 93,151,389
95,141,053

-1,989,664

-2.09%
Current liabilities 25,429,459
29,476,752

-4,047,293

-13.73%
Non-current liabilities 34,929,827
32,768,676

2,161,151

6.60%
Total Liabilities 60,359,286
62,245,428

-1,886,142

-3.03%
Total equity of owners of parent
company
31,582,868
31,504,388

78,480

0.25%
Non-controlling interest 1,209,235
1,391,237

-182,002

-13.08%
Total equity 32,792,103
32,895,625

-103,522

-0.31%
Total Liabilities and Equity 93,151,389
95,141,053

-1,989,664

-2.09%
Changes in percentage of the ratio are analyzed as follows (change of 20%):
There were no significant changes observed when comparing the two periods..

II. Financial Performance:

  1. Comparative analysis of financial performance Unit: NT$ thousand
Year
ITEM
2022 2021 Increase (Decrease)
Amount
Change ratio (%)
Net operating revenue 83,675,863
90,046,653

-6,370,790

-7.07%
Operating costs 74,531,778
79,145,500

-4,613,722

-5.83%
Gross operating profit (loss) 9,144,085
10,901,153

-1,757,068

-16.12%
Operating expenses 6,839,551
5,867,685

971,866

16.56%
Operating income (loss)-net 2,304,534
5,033,468

-2,728,934

-54.22%
Non-operating income and
expenses
-1,261,669
1,282,880

-2,544,549

-198.35%
Net income (loss) before tax 1,042,865
6,316,348

-5,273,483

-83.49%
Income tax expenses (gains) 520,760
1,095,895

-575,135

-52.48%
Current net profit (loss) 522,105
5,220,453

-4,698,348

-90.00%
Other comprehensive income (net) 379,091
-165,741

544,832

-328.72%
Total comprehensive income 901,196
5,054,712

-4,153,516

-82.17%
Analysis on change of increase / decrease ratio:
1.
Operating profit, pre-tax profit, and net profit decreased due to multiple factors such as the Russia-Ukraine
conflict, the European energy crisis, and the central bank's monetary tightening policy, which resulted in a
weak supply and demand situation in the steel market, leading to a decrease in sales volume and an
increase in sales cost.
2.
Non-operating income and expenses increased: mainly due to a decrease in the net profit or loss share of
associated companies and joint ventures accounted for using the equity method compared to the previous
period.
3.
Income tax expenses decreased: due to a decrease in profits in the current period, resulting in a decrease in
income tax expenses compared to the previous period.
4.
Other comprehensive income decreased: mainly due to a decrease in the other comprehensive income
share of associated companies and joint ventures accounted for using the equity method compared to the
previous period, and an increase in the exchange differences on translating the financial statements of
foreign operations compared to the previous period.
5. Total comprehensive income for the period increased: as explained in 1-4 above.

166

2. Explanation of significant changes in gross margin of main products or departments in the most recent two years

(1) The changes of gross profit in the last two years

Unit: NT$ thousand


Unit: NT$

Unit: NT$

Unit: NT$
thousand
Year 2021 2022 Change
Product
Category
Operating
revenue
Gross
operating
profit
Gross
Margin
Percentage
Operating
revenue
Gross
operating
profit
Gross
Margin
Percentage
Galvanized
steel coils
42,780,513
3,833,360

8.96%

39,483,489

3,323,485

8.42%

-6.06%
Pre-painted
steel coils
21,719,806
2,918,504

13.44%

18,487,011

2,217,480

11.99%

-10.73%
Steel pipe 3,689,662
422,092

11.44%

7,228,929

1,883,309

26.05%
127.73%
Wire 6,922,088
607,259

8.77%

6,736,082

49,887

0.74%

-91.56%
Others 14,934,584
3,119,938

20.89%

11,740,351

1,669,924

14.22%

-31.91%
Total 90,046,653
10,901,153

12.11%

83,675,863

9,144,085

10.93%

-9.73%

Details of main products with 20% change in gross margin between 2021 and 2022:

Unit: NT$ thousands / ton

Year 2021 2022
ITEM
Galvanized steel coils Unit Cost 26.706
28.869
Unit Price 30.156
39.040
Sales Volume 122,351
185,168
Steel pipe Unit Cost 20.038
23.485
Unit Price 21.965
23.660
Sales Volume 315,144
284,703
Wire Unit Cost 18.562
23.676
Unit Price 23.464
27.603
Sales Volume 636,484
425,335
Others Unit Cost 26.706
28.869
Unit Price 30.156
39.040
Sales Volume 122,351
185,168

167

Unit: NT$ thousand

Main Product Item 2021-2022
Galvanized steel coils I. Analysis of differences in operating revenue
(Q’-Q)×P 1,894,308
(P’-P)×Q 1,086,923
(P’-P)×(Q’-Q) 558,036
P’Q’-PQ 3,539,267

II. Analysis of differences in operating costs
(Q’-Q)×P 1,677,602
(P’-P)×Q 264,600
(P’-P)×(Q’-Q) 135,848
P’Q’-PQ 2,078,050
III. Gross profit change 1,461,217
Steel pipe I. Analysis of differences in operating revenue
(Q’-Q)×P (668,632)
(P’-P)×Q 534,229
(P’-P)×(Q’-Q) (51,603)
P’Q’-PQ (186,006)
II. Analysis of differences in operating costs
(Q’-Q)×P (609,974)
(P’-P)×Q 1,086,268
(P’-P)×(Q’-Q) (104,927)
P’Q’-PQ 371,367
III. Gross profit change (557,372)
Wire I. Analysis of differences in operating revenue
(Q’-Q)×P (4,954,439)
(P’-P)×Q 2,634,026
(P’-P)×(Q’-Q) (873,819)
P’Q’-PQ (3,194,232)
II. Analysis of differences in operating costs
(Q’-Q)×P (3,919,422)
(P’-P)×Q 3,255,040
(P’-P)×(Q’-Q) (1,079,836)
P’Q’-PQ (1,744,218)
III. Gross profit change (1,450,014)
Others I. Analysis of differences in operating revenue 1,894,308
(Q’-Q)×P 1,086,923
(P’-P)×Q 558,036
(P’-P)×(Q’-Q) 3,539,267
P’Q’-PQ
II. Analysis of differences in operating costs 1,677,602
(Q’-Q)×P 264,600
(P’-P)×Q 135,848

168

(P’-P)×(Q’-Q) 2,078,050 P’Q’-PQ 1,461,217 III. Gross profit change Note: P’Q’: Recent years' unit price, uantity P Q: Previous year's unit price, uantity

Reasons for difference in price and volume:

I. Steel pipe:

The unit price of steel pipe products in 2022 rose compared to 2021, lead to favorable sales variance of NT$3,539,267 thousand. In terms of cost, an unfavourable cost variance of NT$2,078,050 thousand was recorded due to unit cost increased in 2022. The increase in unit selling price was greater than the increase in unit cost, resulting in an increase in the operating margin of galvanized steel coil product by NT$1,461,217 thousand in 2022 over 2021.

II. Wires:

The sales volume of wire products in 2022 decreased compared to 2021, resulting in an unfavorable sales difference of 186,006 thousand . In terms of cost, there is an unfavorable cost difference of 371,367 thousand due to the unit cost increasing compared to 2021. The increase in unit selling price was less than the increase in unit cost, leading to a decrease in gross profit of wire products in 2022 compared to 2021 by 557,372 thousand .

III. Others:

The sales volume of wire products in 2022 decreased compared to 2021, resulting in an unfavorable sales difference of 3,194,232 thousand . In terms of cost, there is an unfavorable cost difference of 1,744,218 thousand due to the unit cost increasing compared to 2021. The increase in unit selling price was less than the increase in unit cost, leading to a decrease in gross profit of wire products in 2022 compared to 2021 by 1,450,014 thousand.

  1. Expected sales volume and basis: Please refer to page 6 of this Annual Report.

169

III. Cash flow:

Analysis of changes in cash flow for the past year, improvement plans for liquidity shortage, and cash liquidity analysis for the next year

  1. Analysis of changes in 2022 cash flow and improvement plans for liquidity shortage
Year
ITEM
2022 2021 Percentage of change
Cash flow ratio 7.45% 13.87% -46.29%
Cash flow adequacy ratio 50.90% 38.40% 32.55%
Cash reinvestment ratio 1.94% 4.34% -55.30%
1.The cash flow ratio and the cash reinvestment ratio decreased:
This is mainly due to the decrease in operating cash flow compared to the previous
period.
2. The cash flow solvency ratio increased:
This is mainly due to the increase in operating cash flow in the current period compared
to thepreviousperiod,which is the highest in the last fiveyears.

2022 Unit: NT$ thousand

Cash balance
at beginning of year
Annual net cash
flow
from operating
activities
Annual cash
Inflow / outflow
Cash surplus
(inadequacy)
Remedial measures for
cash inadequacy
Remedial measures for
cash inadequacy
Investment
plans
Financial
plans
7,209,529 1,893,901 (466,493) 8,636,937 - -
1. Analysis of cash flow changes for the current year:
(1)
Operating activities: Net cash inflow of 1,893,901 million NT dollars, mainly due to the current year's
pre-tax net profit of 1,042,865 million NT dollars, adding back the decrease in inventory of 4,139,180
million NT dollars, offset by the decrease in other financial assets of 1,754,986 million NT dollars and
the decrease in contract liabilities of 1,724,939 million NT dollars.
(2)
Investing activities: Net cash outflow of 1,458,948 million NT dollars, mainly due to the purchase of
property, plant and equipment of 1,542,800 million NT dollars.
(3)
Financing activities: Net cash inflow of 1,028,064 million NT dollars, mainly due to the issuance of
long-term borrowings of 2,011,524 million NT dollars.
2. Remedial measures for cash inadequacy: No cash inadequacies.

2. Cash liquidity analysis for the following year:

Unit: NT$ thousand

Cash balance
at beginning of year
(1)
Expected net
operating cash flow
for the year (2)
Net investment and
financing cash
flows (3)
Expected cash
surplus
(inadequacy)
(1)+(2)-(3)
Remedial measures
for projected cash
deficit
Remedial measures
for projected cash
deficit
Investm
ent
plans
Financing
plans
8,636,937 4,986,064 (4,777,733) 8,845,268 - -
  • (1) Analysis of next year's cash flow changes:

  • Operating activities: As global iron and steel industry continue to see a stable operating growth, current period's operating activities is expected to generate a net cash inflow.

  • Investing activities: Net cash outflows mainly due to extension and engagement in new constructions.

  • Financing activities: Because of the repayment of bank loans, fund-raising activities resulted in net cash outflows.

(2) Remedial measures for expected cash deficit: None

170

IV. Major Capital Expenditures in the Most Recent Fiscal Year and Their Impact on the Company's Financial Affairs: None

V. Investment Policies for the Most Recent Fiscal Year, the Main Reasons for the Profits or Losses Generated thereby, Improvement Plans, and Investment Plans for the Coming Year

  1. Investment policies for last year:

  2. For long-term business development considerations, besides maintaining our market advantage in our core business, carbon steel, and maintain profitability, we also branch into stainless steel domain, increasing diversified income by adopting a diversified investment strategy.

  3. Causes of business profit or loss in investments, and countermeasures:

  4. (1) Tang Eng Iron Works Co., Ltd.

The main reason for the loss in fiscal year 2022 is as follows:

  • The first half of fiscal year 2022 saw relatively stable operations, but in the second half of the year, factors such as a significant increase in interest rates in the United States, global inflation, and the lockdown measures in mainland China due to the pandemic led to a rapid contraction in demand for stainless steel in the market. Both sales volume and market prices significantly declined, leading to a significant reduction in operating income and continued underutilization of production capacity. On the cost side, the impact of high-priced inventory deferrals and the appreciation of the U.S. dollar increased the production cost of the steel mill, resulting in a situation where income decreased while costs increased. As a result, a significant amount of gross loss, inventory depreciation losses, and idle capacity losses were recognized in the second half of the year, causing adverse effects on the company's core operations.

  • Improvement plan:

Tang Rong Company will focus on establishing domestic and foreign sales channels to ensure stable production and sales volume and production capacity utilization, in order to reduce idle capacity losses, and strengthen inventory control measures to reduce price depreciation risks. The company hopes to strengthen its core competitiveness. In terms of non-core business, the company will actively optimize its assets and gradually increase fixed income from non-core business to enhance the overall operational performance of the company.

  • (2) Yieh United Steel Corporation (YUSCO)

The main reason for the loss in fiscal year 2022 is as follows:

  • In fiscal year 111, high inflation, interest rate hikes, and monetary tightening caused a decline in market confidence and a slowdown in the steel industry. In addition, the outbreak of the Russo-Ukrainian War not only raised concerns about whether the conflict would expand to other countries but also brought enormous uncertainty to the stainless steel supply chain. The operation of the stainless steel industry entered a low tide, with a significant decline in end-customer demand, a frozen market demand, and a significant impact on the overall profitability of Yieh United Steel Corporation. As a result, the overall operating performance of the company in fiscal year 2022 was not as expected.

Improvement plan:

Yieh United Steel Corporation is implementing a comprehensive equipment addition and renovation investment plan to continuously enhance its market competitiveness. The investment projects include: (1) expansion of carbon steel production capacity; (2) improvement of steelmaking product portfolio and value-added plan; (3) hot rolling capacity expansion, quality improvement, and automation plan; (4) cold rolling capacity enhancement plan; (5) improvement of green energy utilization; (6) environmental protection and circular economy; (7) information management system upgrade. This plan will achieve production capacity enhancement, quality optimization, product portfolio improvement, product valueadded, and production line intelligence for steelmaking, hot rolling, and cold rolling plants, achieving the sustainable goals of energy-saving, carbon reduction, and circular economy. Furthermore, Yieh United Steel Corporation will establish a precision stainless steel plant to produce high-end stainless steel products, which will strengthen the company's product portfolio, extend the depth and breadth of its existing products, increase product competitiveness and added value, and enhance overall operational performance.

  1. Investment plan for the coming year:

  2. In line with the Company's diversification management policy, the Company will keep investing in stainless steel business and tourism, recreation, and relevant industries.

171

VI. Risk Analysis and Assessment:

(I)Impact on the Company's consolidated profit and loss performance due to changes in interest rate, exchange rates, and inflation, as well as the future countermeasures:

  1. Impact of interest income and exchange rate changes on the company's profit and loss in 2022:
Unit: NT$ thousands Unit: NT$ thousands
ITEM Financial
Statement
Accounts
2022 amount /
Impact
percentage(%)
Future response measures
Interest
rate
Interest
income
(expense)
(1,690,408) The impact of the COVID-19 pandemic began to
gradually ease in 2022, and the market expected that
economic activities would return to normal with the
gradual lifting of restrictions, leading to an improvement
in the economy. However, the actual situation turned out
to be different. According to the Economic Development
Commission's published economic signals, the domestic
economic signal light and score continuously dropped
from a yellow-red light of 35 points in January to a blue
light of 12 points in December, indicating a continuous
decline in the economic situation. As of January 112, the
economic signal remained at a blue light of 11 points.
The steel market has also been affected by the COVID-19
pandemic. The trend of rising interest rates has continued
in 2022, with overseas interest rate hikes being larger than
those domestically. The interest rate trend is upward,
resulting in increased financing costs for enterprises and
causing problems for financial institutions. This is one of
the factors that cause uncertainty in economic
development, and related issues are still occurring in the
first quarter of 2023, directly and indirectly affecting
business operations. The Company and its subsidiaries'
annual interest expenses have increased compared to
2021, with interest expenses accounting for 2.0202% of
revenue, still within the target range (2.5% of revenue).
Looking forward to 2023, the main financing markets
both domestically and internationally are expected to be
affected by inflation and unstable financial environment,
leading to a continuous upward trend in interest rates.
However, the increase in interest rates may be moderate,
in order to balance inflation and financial stability. The
company will closely monitor the trend of interest rates
and effectively manage its borrowing while controlling
interest expenses.
Percentage to
revenue (%)
2.0202%
Exchange
Rate
Exchange
gain (loss)
451,927
Besides adopting natural hedging and FX Swap
transactions, the Company also conducts foreign
exchange settlement/purchase reconciliation when there is
a need to settle orpurchase foreign exchange.
Percentage to
revenue (%)
0.5401%
Operatingrevenue 83,675,863
  1. Our products are widely used in the factory buildings, residential door panels and householdappliances as intermediate materials, and the product usages will be expanded to vehicle steel plates in the future. We understood that most of our business related to boom and bust cycle, therefore, adding customer service to existing management activities is important for promoting YPS (Yieh phii production services System) business activities and to improve the quality of work, keep zero waste and reduce costs, so as to reduce the impact of inflation on the Company's revenue.

(II) Policy Regarding High-risk Investments, Highly Leveraged Investments, Loans to Other Parties, Endorsements/Guarantees, and Derivatives Transactions, Main Reasons for the Profit (Loss) Generated Thereby, and Response Measures to Be Taken in the Future:

The Company does not engage in high risk and highly leveraged investments. Endorsements and guarantees shall be carried out in accordance with the Company's Operating Procedures for Loaning of Funds and Making of Endorsements and Guarantees. Derivative product transactions shall comprise mainly of exchange rate and interest hedging products. Hence, there is no material gain or loss. In the

172

future, the Company will continue to carry out prudent assessment, and avoid investments and transactions with excessive risks.

(III) Future Research & Development Projects and Corresponding Budget:

With the rise in health awareness, consumers not only expect steel materials to comply with environmental protection requirements. In 2008, Yieh PhuiIn developed new products in the direction of reducing the contact between human body and bacteria, and provided antibacterial steel products that can improve the health environment to meet the market demand. At present, Yieh Phui Enterprise's antibacteria, healthy eco-friendly steel plate is fully used on the air-conditioning and duct system of National Cheng Kung University's Yun-Suan Sun Green Building Research Center (also known as the Magic School of Green Technologies). The university is the first in the world to have a 100% green building, and is also Taiwan's first zero-carbon emission building. This innovative building with the characteristics of green energy was awarded EEWH's highest Diamond Grade Building Label by the Ministry of the Interior in April 2011. In May 2011, it was again awarded U.S. Green Building Council LEED's highest Platinum Grade Building Label. As of March 2015 and June 2018, Yieh Phui once again developed a nano-grade environmental friendly, fingerprint resistant steel plate and high-effective-nano passivated steel plate which both passed the certification by the Industrial Development Bureau, Ministry of Economic Affairs, and was awarded Nano Label, setting a new milestone in innovative research and development. The high-effective-nano passivated steel plate is especially effective in antibacterial and anti-mildew ability regarding staphylococcus, diphtheria, legionella pneumophila and rhizopus nigricans on the long run. Since August 2018, Taiwan, Hong Kong and Singapore have accumulated orders of up to 4,000 tons in hospitals and public transportation areas such as subway systems, in the past two years, the global new crown epidemic broke out. In 2021, Yieh Phui further developed a new product - highefficiency anti-virus pre-painted plate, which can effectively inhibit influenza virus N3H2 and feline Calicivirus (a substitute for norovirus), and can resist more than 95% of COVID-19 Delta variant strain, a manifestation of Yieh Phui's continuous efforts to work towards further milestones of excellence.

Pertaining to the above, Yieh Phui has continued its current successful research and development model, and cooperates with suppliers of surface treatment and coating materials to develop new products, and integrates with the supply chain's sales system such as dealers or molding plants, to maximize the products' benefits. In 2014, the Company plans to once again cooperate with hot-rolling and cold-rolling suppliers to develop high forming and high tensile strength steel for structural building materials and steel plate for automotive molding. Also, it will develop low cost processing products that conform to Australia's G450 and Japan's STK 700 specifications, and rose metallic paint, wood grain and marble grain coated steel plate, to be used on home appliances or indoor purposes, creating greater added value for the Company. Also, in response to the concept of global village, EU has implemented directives, RoHS and WEEE, in 2006, which emphasize that electronic and electrical appliances are to comply with the requirements of product, environmentally friendly processing and recycle and reuse. It has also received response and attention from governments and industries throughout the world. At that time, as Yieh Phui has completed the research and development of eco-friendly products and processes, it received large amount and long-term orders from home appliance brands. In June 2007, the Company obtained the IECQ QC080000 certification to ensure safer and more efficient product quality assurance and management, and to boost customers' confidence in the value of our products.

In the past two years, EU launch another two directives in 2nd phases, in which building materials such as plated and coated products are required to be surface treated without using any chromium or hexavalent chromium, while maintaining their product characteristics; the Company successfully developed its outdoor environmental friendly plated and coated products as early as May 2017, making the application of building materials use can be smoothly replaced with environmentally friendly products, and create good results in sales.

In addition, with the implementation of the nuclear abolition policy, the government is still firm in the development and direction of green energy, and it is proposed that green energy should account for 20% of the average annual domestic electricity consumption in 2025 (about 27GW), of which 20GW will be from solar power generation systems; in the above goal, solar photovoltaic system must use highstrength and corrosion-resistant support frames to maintain its efficient and durable power generation. In 2021 Yieh Phui produced Hot-Dip 5%Al-Mg-Zn coated & prepainted 5%Al-Zn coated steel coils (Phuizer SolarKing) for forming of solar panel brackets Prepainted steel coils (Phuizer SolarKing) to offer local products for solar power generation with timely service of a wide selection of high-strength, high-corrosion-resistant steel and the Company jointly developed special support for fishing and electricity symbiosis with the photovoltaic industry, including the first fishery-electricity symbiosis project in Taiwan that combines solar photovoltaics - Taiwan Cement Jiaqian Green Energy Chiayi Fishing and Electricity Symbiosis Project (43MW), Tainan Qigu Senwei Energy Fishing and Electricity Symbiosis Photovoltaic Project (77MW), Pingtung Jiadong Liyang Yaoguang Project (11MW). In 2021, the fishery-electricity symbiosis photovoltaic projects covered a total of 131MW, and used 4,520 tons of steel; the Pingtung Jiadong Solar Photovoltaic Project (99MW) used 5,000 tons of Yieh Phui galvanized

173

aluminum magnesium and Guangzhicai. Our company has sold over 180,000 metric tons of steel for forming of solar panel brackets as of December 2022, spanning over 2022, We will continue to invest resources in providing steel products that are better suited for Taiwan's tropical monsoon and hightemperature and high-humidity environments, as well as meeting seismic resistance standards and having high corrosion resistance through the use of Al-Mg-Zn coated steel.

The European Commission put forward the goal of achieving carbon neutrality in 2050, and announced to officially implement the Carbon Border Adjustment Mechanism (CBAM) in 2026. With the constant rising in cost of environmental protection in the future, low-carbon emission reduction and highrecycling steel will be the direction of long-term steel development. Compared with traditional blast furnace steelmaking, EAF steelmaking can reduce carbon emissions by more than 75%. We believe that the environmental benefits of EAF steelmaking materials will cover their higher costs in the future, thereby benefiting enterprises; in the context of carbon neutrality, iron and steel enterprises that have laid out this field earlier are expected to get considerable economic value from it. In 2022, the Company will combine electric furnace steelmaking materials and traditional blast furnace process to improve steel, In 2022, to achieve the goal of carbon reduction, a circular economy approach was adopted to improve the steel material by combining electric furnace steelmaking materials with traditional blast furnace processes, in order to increase the recycling rate of waste steel. Further measures were taken to reduce carbon costs or carbon tariffs, in order to increase company profits. The goal of producing low-carbon green steel was achieved through the optimization of Yieh Phui process equipment and the installation of a solar energy renewable power system. In 2022, the production of low-carbon steel products exceeded 15,000 tons. In the future, efforts will be made to further develop the use of hot-dip galvanized steel coils made from recycled materials with a content of over 60%, in order to achieve the well-known 3C manufacturers' circular economy target of using over 50% recycled materials by 2030 ahead of schedule. Additionally, the sales channels of Yieh Phui 's 3C products will be expanded.

  • This year's research and development projects are expected to be completed by 2023Q4, with an estimated investment amount of around NT$106,100 thousand. Upon successful research and development, it will provide more complete product portfolio of environmental friendly home appliances and building materials with low carbon emissions and high recycling rate. Also, with the promotion and production of high quality and usage products, it would be able to create more profit.

  • (IV) The impact of changes in important domestic and foreign policies and laws on the Company’s finance and business, and the corresponding measures: None

  • (V) Impact of technological and industrial changes (including Cyber security risks) on the Company's finance and business and corresponding measures:

  • The Company's main products are traditional iron and steel products. With more than 50 years of technological development, our technologies are considerably stable, and we do not see major changes. Hence, technology and industry changes without significant impact on the Company's products.

  • Please refer to page149for information on the risks of Cyber security.

  • (VI) The impact of changes in corporate image on the enterprise crisis management and the responding measures:

  • In line with the vision of "Becoming world's best iron and steel manufacturing and service enterprise by 2020", the Company set annual targets to be participated and executed by all staffs in a top-down approach. Trainings and counselling are also improved to enhance corporate image.

(VII)Expected benefits of mergers and possible risks: None

(VIII) Expected benefits and possible risks of plant expansion:

  • The Company's subsidiary in Mainland China, Yieh Phui (China) Technomaterial Co., Ltd., is expanding its plant in Changshu Economic Development Zone, to achieve an annual capacity of 620,000 tons of galvanized steel roll, and 420,000 tons of color coated steel roll. It is estimated that with the mass production in the future, besides increasing the sale of steel plate for motor cars, it can also provide more comprehensive color steel roll products, thereby increasing revenue. However, there is still a potential threat of demand reduction of iron and steel from worldwide and China due to global economic slowdown.

(VIIII)Risks due to concentrated procurement and sales, and the countermeasures:

  • Besides choosing suppliers that we have long-term cooperation and good relationship with to be our raw materials supplier, we also maintain good relationship with potential suppliers, so as to ensure stable supply of materials, high production yield, and higher advantage over competitors in terms of long-term cost.

  • Our products are sold to countries all over the world, and we engaged the largest local dealers and customers, with the strongest sales capabilities, establishing highly fragmented market. Also, the Company carries products with all sizes, which is beneficial for the Company to cultivate good market transfer ability in the face of constantly changing market.

  • (X)Effect upon, risk and mitigation measures from the Company’s equity transfer or changed hands of Directors, Supervisors, or shareholders holding more than 10% of shares:

The Company's Directors, Supervisor and major shareholders with more than 10% shareholding, pose no

174

risk of significant equity transfer due to their high shareholding and low movement.

  • (XI)The impact, risks and response measures for changes in management rights on the Company: None

  • (XII)If the Company is involved in litigation or non-litigation cases, the Company shall list the Directors, Supervisors, President, actual person in charge, and major shareholders holding more than 10% of the shares and their subordinate companies that involved in settled, or still in progress, litigious, non-litigious, or administrative disputes that have a significant impact on stockholders’ equity or share price, the facts of the dispute, the amount of the subject matter, the commencement date of the lawsuit, the parties involved in the proceedings up to the date of publication of the annual report shall be disclosed: None

  • (XIII)Other significant risks and response measures: None

VII. Other Important Matters: None

175

Chapter8. Special Items

I. Information on Affiliated Companies:

1. Overview of affiliates:

  • (I) Consolidated business report of affiliates

  • (1) Organization chart of affiliates As of December 31, 2022

Yieh Phui Enterprise Co., Ltd.

==> picture [1152 x 576] intentionally omitted <==

----- Start of picture text -----

100% 100% 100% 100% 100% 86.99% 78.51% 100% 60.15% 57.41% 54.89% 99.04% 95.56% 80% 100% 80%
Worthing Shin Yang Yieh Phui Good Gen-Wan Emmt Shin Great Yieh Kingsgarden United Hong Yuh Yieh Phui Lian So
Honor Steel Co., (Hong Honor Technology Systems Phui Emperor Hsing International Brightening Assets America, (H.K.) Co.,
Holdings Ltd. Kong) Holdings Corp. Corp. Steel Hotel Enterprise Co., Ltd. Development Management Inc. Limited
Ltd. Holdings Ltd. Corp. Co., Ltd. Co., Ltd. Corp. Co., Ltd.
Limited
100%
10% 90%
Shing Bang 100% Kuo Chang 100%
Investment 7.48% 0.01% 39.84% 45.10% Enterprise Lian Yang
Development Co., Ltd
49.97% (Hong
Co., Ltd PT. Yieh Ferro
Yieh Phui 88.69% 42.53% 0.01% Kong)
Indonesia Trading
(China)
Technomaterial Applied Wireless Identifications Groupco 100% Limited
Co., Ltd. Technology
Group,Inc. 61.74%
Inc. Huaglam Chao Ying 38.26%
International Investment
Co., Ltd. Development PT. E-United Ferro
100% 100% Co., Ltd
Indonesia
Tianjin Lianfa Changshu Ever
Precision Steel Glory Trading 75% 25%
Corporation Co., Ltd.
Beneficiary PT. Genba Indo
Resources
19%
PT. Genba Multi
81%
Mineral
100%
PT.Asiamax
Mining Indonesia
----- End of picture text -----

176

( 2) Basic information of each affiliates Data date: December 31, 2022; Unit: NT$ thousands (Exchange rate for US$: 30.71) (Exchange rate for RMB:4.4094) (Exchange rate for IDR: 0.0020)

Name of Affiliate Date
of
Incorporation

Address
Paid-in
Capital
Main
Businesses
and
Products
Yieh Phui Enterprise Co., Ltd. 04/14/1978 No. 369, Yuliao Road, Qiaotou District, Kaohsiung City NT$19,850,980 Galvanized, coated steel
coil
WorthingHonor Holdings Ltd. 07/24/1995 Tropic Isle BuildingP.O.BOX 438, Road Town, Tortola B.V.I. US$100 Investments
Good Honor Holdings Ltd. 12/04/1995 Tropic Isle BuildingP.O.BOX 438,Road Town,Tortola B.V.I. US$46 Investments
Shin Phui Steel Corporation 06/25/1990 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
KaohsiungCity

NT$ 239,173
Trading of steel products
Yieh Phui (Hong Kong) Holdings Limited 2010.06.10 20th Floor, Tesbury Centre, 28 Queen's Road, Hong Kong US$ 233,500 Investments
Yieh Phui (China) Technomaterial Co., Ltd. 2002.01.28 No.1, Yehui Road, Riverside Industrial Park, Changshu City,
Jiangsu Province, China

RMB$1,689,322
Galvanized, coated steel
coil
Gen-Wan Technology Corp 2000.05.01 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
KaohsiungCity

NT$ 56,324
Telecommunication
subcontract
EMMT Systems Corporation 1988.10.04 No. 16-1, South 2nd Road, Taichung Export Processing Zone,
Tanzi District, Taichung City

NT$ 684,294
Manufacture of military
standard printed circuit
boards and module boards
Groupco Technology Inc. 2006.09.05 1st Floor, No. 100, Shengli 3rd Street, Ganzhe Village, Tanzi
Village, Taichung City

NT$ 90,050
Wholesale
of
telecommunications
equipment and electronic
materials
Applied Wireless Identifications Group, Inc. 07/09/1997 Gorporation Trust Center, 1209 Orange Street, Wilmington,
Delaware,USA

US$ 448
RFID technology product
AWID Asia Co., Ltd. 2008.07.15 3rd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
Kaohsiung City

NT$ 30,300
Wholesaleof
telecommunications
equipment and electronic
materials
Yieh Hsing Enterprise Co., Ltd. 1978.07.18 No. 369, Baomi Road, Baimi Village, Gangshan District,
Kaohsiung City

NT$5,306,516
Production and sales of
steel
pipe,
steel
coil
products, wire
Great Emperor Hotel CO., LTD. 2011.11.24 No. 222, Longdexin Rd., Gushan Dist., Kaohsiung City NT$ 5,270,000 Hotel Industry, etc.

177

Name of Affiliate Date
of
Incorporation

Address
Paid-in
Capital
Main
Businesses
and
Products
Kingsgarden International CO., LTD. 2011.11.24 No. 115, Dashun 1st Rd., Gushan Dist., Kaohsiung City NT$ 4,700,000 Departmental
stores,
supermarkets,etc.
Shin Yang Steel Co., Ltd. 2011.02.15 No. 297, Yuliao Road, Qiaotou District, Kaohsiung City NT$ 982,195 Black
steel
pipe,
galvanized
steel
pipe,
EMT
steel
pipe,
rectangular
tube,
API
casing, pipeline,etc.
Tianjin Lianfa Precision Steel Corporation 07/20/1996 No.125, Zhongnan 6th Street, West Zone, Tianjin Economic-
Technological Development Area
RMB$ 143,438 Steel
manufacturing,
processing,sale,etc.
Changshu Ever Glory Trading Co.,Ltd. 08/15/2014 No.1, Yehui Road, Riverside Industrial Park, Changshu City,
Jiangsu Province, China

RMB$ 10,000
Wholesale and import and
export, etc. of various
fabricated metalproducts
Sin Bang Investment & Development Co.,
Ltd.

2001.05.10
2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
KaohsiungCity

NT$ 191,025
Investments
Hong Yuh Assets Management Co.,Ltd. 2007.01.10 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
Kaohsiung City

NT$ 1,959,000
Wholesale and real estate
related
management
consultancy
United Brightening Development Corp. 2002.10.01 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
Kaohsiung City

NT$ 1,654,000
Technical consultation for
steel
products
manufacturing
Kuo Chang Enterprise Co., Ltd. 2003.07.01 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
KaohsiungCity

NT$ 1,114,108
Wholesaling of Ironware
Chao Ying Investment Development Co.,,
Ltd.

2001.05.11
2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
KaohsiungCity

NT$ 304,000
Investments
Pt. E-United Ferro Indonesia 2014.09.16 Perwata Tower, Lt.2 Suite DEF Jl.Pluit Selatan Raya, Kav.1,
Kel. Penjaringan,Kec. Penjaringan,Jakarta Utara 14440

US$ 46,650
Metal
manufacturing
industry
Pt. Yieh Ferro Indonesia 2016.3.17 Perwata Tower, Lt.2 Suite DEF Jl.Pluit Selatan Raya, Kav.1,
Kel. Penjaringan,Kec. Penjaringan,Jakarta Utara 14440

US$ 500
Metal
manufacturing
industry
Lian So(H.K)Co., Ltd. 01/16/2015 20th Floor, Tesbury Centre, 28 Queen's Road, Hong Kong US$ 20,700 Investments
Yieh Phui America, Inc. 03/20/2018 18300 Sutter Boulevard Morgan Hill,Ca 95037 US$ - Steel trading
Lian Yang (Hong Kong) Trading Limited 04/09/2018 20th Floor, Tesbury Centre, 28 Queen's Road, Hong Kong US$ 100 Trading business
Pt. Genba Indoresources 03/13/2006 Perwata
Tower,
Lt.2
Suite
DEF
Jl.Pluit
Selatan
Raya,Kav.1,Kel.Penjaringan,Kec. Penjaringan,Jakarta Utara

IDR$5,075,000
Nickle mining

178

Name of Affiliate Date
of
Incorporation

Address
Paid-in
Capital
Main
Businesses
and
Products
14440
Lien-Hung Mining Co., Ltd. 03/13/2006 Perwata Tower, Lt.2 Suite DEF Jl.Pluit Selatan Raya, Kav.1,
Kel. Penjaringan,Kec. Penjaringan,Jakarta Utara 14440

IDR$199,289,810
Nickle mining
Asiamax Mining Indonesia 05/09/2008 Jalan Trans Sulawesi, Desa Mohoni,Kecamatan Petasia
Timur,Kabupaten Morowali Utara,
ProvinsiSulawesi Tengah,94671,Indonesia

IDR$53,243,700
Nickle mining
Wabo Global Trading Corporation 10/30/2019 3rd Floor, No.9, Section 1, Xuecheng Road, Dashu District,
KaohsiungCity

NT$ 110,000
Cosmetics wholesale

Note: 1. All related enterprises regardless of size, should be disclosed.

Note: 2. Where each affiliate has established its own plant, and the sales of the products manufactured by the plant exceed 10% of the controller company's operating revenue, the name, date of incorporation, address and principal business items of the plant shall be included herein.

Note: 3. Where the affiliate refers to a foreign company, the name and address shall be stated in English, and the date of incorporation shall be expressed in A.D., the paid-in capital shall be expressed in the foreign currency (but the exchange rate on the reporting date shall be specified).

(3) Companies presumed to have a relationship of control and subordination according to Article 369-3 of the Company Act: None.

179

(4) The industries that are covered by the affiliated companies, and their distribution of work if the businesses of affiliated companies are interconnected with others:

A. The main operating businesses of all affiliated companies are plated steel products manufacturing, steel products trading, steel products cutting and slitting, manufacture of black steel pipe, galvanized steel pipe, EMT steel pipe, rectangular tube, API casing and pipeline, etc., investment, hotel industry and departmental stores, supermarkets, nickel iron manufacturing, etc. (Base date: December 31, 2022)

Industry Name of affiliated company Business relationship with other
affiliated companies
Investment
holding
companies
Yieh Phui (Hong Kong) Holdings
Limited
Holding company of Yieh Phui
(China)
Sin Bang Investment &
Development Co., Ltd.
Investment of Yieh Phui
Chao Ying Investment
Development Co.,, Ltd.
Investment of United
Brightening Development Corp.
Hong Yuh Assets Management
Co.,Ltd.
Investment of Yieh Phui
United Brightening Development
Corp.
Holding company of Chao Ying
Lian So(H.K)Co., Ltd. Investment of Yieh Phui
Overseas
investment
companies
Worthing Honor Holdings Ltd. Investment of Yieh Phui
Good Honor Holdings Ltd. Investment of Yieh Phui
Iron and steel
industry
Yieh Phui (China) Technomaterial
Co., Ltd.
Investment of Yieh Phui (Hong
Kong)
Shin Phui Steel Corporation Sale of some products of Yieh
Phui
Yieh Hsing Enterprise Co., Ltd. Investment of Yieh Phui
Shin Yang Steel Co., Ltd. Investment of Yieh Phui
Tianjin Lianfa Precision Steel
Corporation
Investment of Yieh Phui (China)
Yieh Phui America, Inc. Sale of some products of Yieh
Phui
Electronics
industry
Gen-Wan Technology Corp Investment of Yieh Phui
EMMT Systems Corporation Investment of Gen-Wan
Technology
Groupco Technology Inc. Investment of EMMT Systems
Corporation
Applied Wireless Identifications
Group, Inc.
Investment of EMMT Systems
Corporation
Hotel industry
Great Emperor Hotel CO., LTD.
Investment of Yieh Phui
Departmental
stores,
supermarkets,
etc.
Kings Garden International CO.,
LTD.
Investment of Yieh Phui
Wabo Global Trading Corporation
Investment of Kingsgarden
Trading
business
Changshu Ever Glory Trading
Co.,Ltd.
Investment of Yieh Phui (China)
Kuo Chang Enterprise Co., Ltd. Investment of Yieh Phui
Lian Yang (H.K.) Tranding Ltd. Investment of Lian So (H.K.)
Metal
manufacturing
industry
Pt. E-United Ferro Indonesia Investment of Hong Yuh Assets

Pt. Yieh Ferro Indonesia
Investment of Lian So (H.K.)
Industry Name of affiliated company Business relationship with other
affiliated companies
Nickle mining Pt. Genba Indoresources Investment of Hong Yuh Assets

Pt. Genba Multi Mineral
Invested enterprise of Pt. E-
United Ferro
Pt. Genba Indoresources Investment of Hong Yuh Assets

(5) The names of the directors, supervisors, and presidents of each affiliated enterprises,

180

and the number of shares they hold or the amount of capital they contributed: Information of affiliated company's Directors, Supervisors and presidents as of December 31, 2022

Unit: Shares; % Unit: Shares; %
Name of Affiliate Title Name or Representative Shareholding (Note 2) (Note 3)
Note (1) Shares Shareholding
YiehPhui Enterprise
Co., Ltd.
Chairman Kuo Chiao Investment &
Development Co., Ltd.
Representative: I-Shou Lin
64,964,
178
3.27
%
Vice
Chairman
Kuo Chiao Investment &
Development Co., Ltd.
Representative: Lin-Maw
Wu
64,964,
178
3.27
%
Director Chia Yuan Investment &
Development Co., Ltd.
Representative: Pyng-Yeong
Liang
21,588,
304
1.09
%
Director Chia Yuan Investment &
Development Co., Ltd.
Representative: Ching-Tsung Huang
21,588,304 1.09%
Independent
Director
Chung-Wei Lee 945 0.00%
Independent
Director
Wen-I Chang - -
Independent
Director
Der-Yuan Yang -
Managerial
Officer
Chen-Wu Chang - -
Good Honor Holdings
Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
46,400 100.00%
Worthing Honor
Holding Ltd..
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
100,000 100.00%
Yieh Phui (Hong Kong)
Holdings Limited

Chairman
Yieh Phui Enterprise Co., Ltd.
Representative: Pi-Hsien Li
233,500,000 100.00%
Shin Phui Steel
Corporation
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
23,917,289 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: I-Shou Lin
23,917,289 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
23,917,289 100.00%
Supervisor Yieh Phui Enterprise Co., Ltd.
Representative: He-Hsing Lai
23,917,289 100.00%
Shin Yang Steel Co.,
Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
98,219,520 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: I-Shou Lin
98,219,520 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
98,219,520 100.00%
Supervisor Yieh Phui Enterprise Co., Ltd.
Representative: Ching-Tsung Huang
98,219,520 100.00%
Managerial
Officer
Chang-Hsin Ming -

181

Name of Affiliate Title Name or Representative Shareholding (Note 2) (Note 3) Shareholding (Note 2) (Note 3)
Note (1) Shares Shareholding
Hong Yuh Assets
Management Co.,Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
156,720,000 80.00%
Director Yieh United Co., Ltd.
Representative: I-Shou Lin
19,590,000 10.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
156,720,000 80.00%
Supervisor Yieh Mau Corporation
Representative:Chi-Shiang Shiu
19,590,000 10.00%
Supervisor Yieh Mau Corporation
Representative: Hong-Chi Zhang
19,590,000 10.00%
Pt. E-United Ferro
Indonesia
Chairman Yung-Hsien Chen - -
Director Zhong-Qi Guo - -
Director Lin-Maw Wu - -
Director Cheng-TungLin - -
Supervisor Chia-ChengLin - -
Sin Bang Investment &
Development Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
19,102,500 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: I-Shou Lin
19,102,500 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Ping-Yung Liang
19,102,500 100.00%
Supervisor Yieh Phui Enterprise Co., Ltd.
Representative: Wen Chung Tien
19,102,500 100.00%
Yieh Phui (China)
Technomaterial Co.,
Ltd.
Chairman Yieh Phui (Hong Kong) Holdings
Limited
Representative: Lin-Maw Wu
- -
Director Yieh Phui (Hong Kong) Holdings
Limited
Representative: Chen-Wu Chang
- -
Director Yieh Phui (Hong Kong) Holdings
Limited
Representative: Yong-Fang Zhang
-
Director Yieh Phui (Hong Kong) Holdings
Limited
Representative: Sen-Long Chen
-
Director Yieh Phui (Hong Kong) Holdings
Limited
Representative: Yung-Hsien Chen
- -
Supervisor Yieh Phui (Hong Kong) Holdings
Limited
Representative: Ching-Tsung Huang
- -
Managerial
Officer
Yong-Fang Zhang - -
ChangshuEver
GloryTrading Co.,Ltd.
Chairman Yieh Phui (China) Technomaterial
Co., Ltd.
Representative: Yong-Fang Zhang
- -
Director Yieh Phui (China) Technomaterial
Co., Ltd.
Representative: Lin-Maw Wu
- -

182

Name of Affiliate Title Name or Representative Shareholding (Note 2) (Note 3) Shareholding (Note 2) (Note 3)
Note (1) Shares Shareholding
Director Yieh Phui (China) Technomaterial
Co., Ltd.
Representative: Chen-Wu Chang
- -
Supervisor Yieh Phui (China) Technomaterial
Co., Ltd.
Representative: Ching-Tsung Huang
- -
Tianjin Lianfa
Precision Steel
Corporation
Chairman Yieh Phui (China) Technomaterial
Co., Ltd.
Representative: Yong-Fang Zhang
- -
Director Yieh Phui (China) Technomaterial
Co., Ltd.
Representative: Lin-Maw Wu
- -
Director Yieh Phui (China) Technomaterial
Co., Ltd. representative: Chen-Wu
Chang
- -
Supervisor Yieh Phui (China) Technomaterial
Co., Ltd.
Representative: Ching-Tsung Huang
- -
Gen-Wan Technology
Corp
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
4,899,791 86.99%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
4,899,791 86.99%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Wen Chung Tien
4,899,791 86.99%
Supervisor Wei Chiao Investment Development
Co., Ltd.
Representative: He-Hsing Lai
34,612 0.61%
EMMT Systems
Corporation
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
53,724,404 78.51%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Lin-Maw Wu
53,724,404 78.51%
Director Yieh Phui Enterprise Co., Ltd.
Representative: I-Shou Lin
53,724,404 78.51%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Chia-Cheng Lin
53,724,404 78.51%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
53,724,404 78.51%
Supervisor Gen-Wan Technology Corp
Representative: Ching-Tsung Huang
5,117,788 7.48%
Groupco Technology
Inc.
Chairman EMMT Systems Corporation
Representative: Chen-Wu Chang
4,500,000 49.97%
Director EMMT Systems Corporation
Representative: Lin-Maw Wu
4,500,000 49.97%
Director EMMT Systems Corporation
Representative: Yung-Hsien Chen
4,500,000 49.97%
Director Ke-Qin Chen 530,000 5.89%
Director EMMT Systems Corporation
Representative: Ching-Tsung Huang
4,500,000 49.97%

183

Name of Affiliate Title Name or Representative Shareholding (Note 2) (Note 3) Shareholding (Note 2) (Note 3)
Note (1) Shares Shareholding
Supervisor Shin Phui Steel Corporation
Representative: Wen Chung Tien
3,830,000 42.53%
Supervisor Shin Phui Steel Corporation
Representative: He-Hsing Lai
3,830,000 42.53%
APPLIED WIRELESS
IDENTIFICATIONS
GROUP,INC.
Chairman EMMT Systems Corporation
Representative: Chen-Wu Chang
40,488,461 88.69%
Director EMMT Systems Corporation
Representative: Lin-Maw Wu
40,488,461 88.69%
Director EMMT Systems Corporation
Representative: Ching-Tsung Huang
40,488,461 88.69%
Director EMMT Systems Corporation
Representative: Yung-Hsien Chen
40,488,461 88.69%
Director EMMT Systems Corporation
Representative: Yu-Sheng Huang
40,488,461 88.69%
AWID Asia Co., Ltd. Chairman Applied Wireless Identifications
Group, Inc.
Representative: Chen-Wu Chang
3,030,000 100.00%
Director Applied Wireless Identifications
Group, Inc.
Representative: Lin-Maw Wu
3,030,000 100.00%
Director Applied Wireless Identifications
Group, Inc.
Representative: Yung-Hsien Chen
3,030,000 100.00%
Supervisor Applied Wireless Identifications
Group, Inc.
Representative: Tien-Chi Chang
3,030,000 100.00%
Yieh Hsing Enterprise
Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative Lin-Maw Wu
304,654,386 57.41%
Director Yieh Phui Enterprise Co., Ltd.
Representative Sen-Long Chen
304,654,386 57.41%
Director Yieh Phui Enterprise Co., Ltd.
Representative I-Shou Lin
304,654,386 57.41%
Director Yieh United Co., Ltd.
Representative: Yu-Kun Su
85,717,552 16.15%
Independent
Director
Chin-Shu Sun - -
Independent
Director
Wen-I Chang - -
Independent
Director
Te-Yuan Yang - -
Managerial
Officer
Sen-Long Chen - -
Great Emperor Hotel
Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative Tien-Chi Chang
317,000,000 60.15%
Vice
Chairman
Yieh Hsing Enterprise Co., Ltd.
Representative TSANG WAI
CHEUNG
209,950,000 39.84%
Director Yieh Phui Enterprise Co., Ltd.
Representative I-Shou Lin
317,000,000 60.15%

184

Name of Affiliate Title Name or Representative Shareholding (Note 2) (Note 3) Shareholding (Note 2) (Note 3)
Note (1) Shares Shareholding
Director Yieh Phui Enterprise Co., Ltd.
Representative Lin-Maw Wu
317,000,000 60.15%
Director Yieh Hsing Enterprise Co., Ltd.
Representative Yung-Hsien Chen
209,950,000 39.84%
Supervisor Shin Phui Steel Corporation
Representative Hong-Chi Zhang
50,000 0.01%
Kings Garden
International Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative Tien-Chi Chang
258,000,000 54.89%
Director Yieh Phui Enterprise Co., Ltd.
Representative I-Shou Lin
258,000,000 54.89%
Director Yieh Hsing Enterprise Co., Ltd.
Representative Lin-Maw Wu
211,950,000 45.10%
Supervisor Shin Phui Steel Corporation
Representative Hong-Chi Zhang
50,000 0.01%
Kuo Chang Enterprise
Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
110,341,304 99.04%
Director Yieh Phui Enterprise Co., Ltd.
Representative: I-Shou Lin
110,341,304 99.04%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
110,341,304 99.04%
Supervisor Jiayuan Investment Development Co.,
Ltd.
Representative: Hong-Chi Zhang

1,069,544
0.96%
United Brightening
Development Corp.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
158,060,035 95.56%
Director Yieh Phui Enterprise Co., Ltd.
Representative: I-Shou Lin
158,060,035 95.56%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
158,060,035 95.56%
Supervisor Xinyang Investment Development
Co., Ltd.
Representative: Hong-Chi Zhang
7,339,965 4.44%
Chao Ying Investment
Development Co.,, Ltd.
Chairman United Brightening Development
Corp.
Representative: Yung-Hsien Chen
30,400,000 100.00%
Director United Brightening Development
Corp.
Representative: I-Shou Lin
30,400,000 100.00%
Director United Brightening Development
Corp.
Representative: Chen-Wu Chang
30,400,000 100.00%
Supervisor United Brightening Development
Corp.
Representative: Ching-Tsung Huang
30,400,000 100.00%
Lian So(H.K)Co., Ltd. Chairman Pi-Hsien Li - -
Director Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
16,560,000 80.00%

185

Name of Affiliate Title Name or Representative Shareholding (Note 2) (Note 3) Shareholding (Note 2) (Note 3)
Note (1) Shares Shareholding
Director Yieh United Co., Ltd.
Representative: Yu-Kun Su
2,070,000 10.00%
Director Yieh Mau Corporation
Representative: Chi-Shiang Shiu
2,070,000 10.00%
Pt. Yieh Ferro
Indonesia
Chairman Pi-Hsien Li - -
Director Lin-Maw Wu - -
Director Zhong-Qi Guo - -
Director Cheng-TungLin - -
Director Ming-TongWu - -
Director Yung-Hsien Chen - -
Supervisor Chia-ChengLin -
Pt. Genba
Indoresources
Chairman Yung-Hsien Chen -
Director Chia-ChengLin -
Director Achmad Kurniadi -
Director Cheng-TungLin -
Supervisor Chuan-HsiangHuang -
Pt. Genba Multi
Mineral
Chairman Yung-Hsien Chen -
Director Chia-ChengLin -
Director Achmad Kurniadi -
Director Cheng-TungLin -
Supervisor Chuan-HsiangHuang -
Yieh Phui America, Inc. Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Chen-Wu Chang
1,000 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
1,000 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Wen Chung Tien
Managerial
Officer
Yieh Phui Enterprise Co., Ltd.
Representative:Wen Chung Tien
1,000 100.00%
Lian Yang (H.K.)
Tranding Ltd.
Chairman LIAN SO(H.K)CO., LIMITED
Representative: Pi-Hsien Li
100,000 100.00%
Pt. Asiamax Mining
Indonesia
Chairman Yung-Hsien Chen - -
Director Wei-Min Chen - -
Director Cheng-TungLin - -
Supervisor Chia-ChengLin - -
Wabo Global Trading
Corporation
Chairman Zhen Hua International Co., Ltd.
Representative Chun-Sheng, Lin
11,000,000 100.00%
Director Zhen Hua International Co., Ltd.
Representative I-Shou Lin
11,000,000 100.00%
Director Zhen Hua International Co., Ltd.
Representative Yung-Hsien Chen
11,000,000 100.00%
Supervisor Zhen Hua International Co., Ltd.
Representative Tien-Chi Chang
11,000,000 100.00%

186

  • Note 1: If the affiliate is a foreign company, list the personnel holding key positions.

  • Note 2: If the invested company is a company limited by shares, fill in the number of shares and proportion of shareholding. For others, fill in the investment amount and indicate the proportion of contribution.

  • Note 3: If the director or supervisor is a legal person, the related information of the representatives shall be disclosed.

187

6. Operating status of affiliates

Data date: December 31, 2022; Unit: NT$ thousands Data date: December 31, 2022; Unit: NT$ thousands Data date: December 31, 2022; Unit: NT$ thousands Data date: December 31, 2022; Unit: NT$ thousands Data date: December 31, 2022; Unit: NT$ thousands Data date: December 31, 2022; Unit: NT$ thousands Data date: December 31, 2022; Unit: NT$ thousands Data date: December 31, 2022; Unit: NT$ thousands
Name of Affiliate Capital Total assets Total liabilities Net value Operating
revenue
Operating
earnings
Current
profit
and loss (after
tax)


Earnings
per
share
(NT$)
(aftertax)
Yieh Phui Enterprise Co., Ltd. 19,850,980
50,731,837

19,148,969

31,582,868

33,544,528

1,823,481

809,507

0.41
Worthing Honor Holdings Ltd. 3,071
2,845

0

2,845

0

0

10

0.00
Good Honor Holdings Ltd. 1,425
4,213

0

4,213

0

0

12

0.00
Shin Phui Steel Corporation 239,173
336,467

76,587

259,880

248,539

3,456

3,370

0.14
Gen-Wan Technology Corp 56,324
81,776

55

81,720

0

(249)

17,280

3.07
Yieh Phui (China) Technomaterial Co., Ltd. 7,448,898
26,179,805

16,883,620

9,296,185

32,140,834

(56,391)

(861,539)

0.00
Changshu Ever Glory Trading Co.,Ltd. 44,094
47,852

15

47,837

0

(133)

532

0.00
EMMT Systems Corporation 684,294
1,268,310

242,515

1,025,795

890,632

237,611

233,994

3.42
Groupco Technology Inc. 90,050
9,104

152

8,952

747

(398)

(346)

(0.04)
Applied Wireless Identifications Group, Inc. 13,768
430,164

48,983

381,182

321,578

66,345

61,818

0.00
Yieh Hsing Enterprise Co., Ltd. 5,306,516
11,756,112

4,965,674

6,790,438

6,828,696

(277,703)

(694,654)

(1.31)
Great Emperor Hotel CO., LTD. 5,270,000
13,263,452

8,760,668

4,502,784

1,308,308

(315,263)

(407,912)

(0.78)
Kings Garden International CO., LTD. 4,700,000
12,447,984

8,246,839

4,201,146

482,095

(167,935)

(270,909)

(0.58)

188

Name of Affiliate Capital Total assets Total liabilities Net value Operating
revenue
Operating
earnings
Current
profit
and loss (after
tax)


Earnings
per
share
(NT$)
(aftertax)
Wabo Global Trading Corporation 110,000
58,763

12,366

46,397

46,691

(32,068)

(32,336)

(4.34)
Shin Yang Steel Co., Ltd. 982,195
5,477,092

3,455,868

2,021,224

7,228,929

1,199,688

983,194

10.01
Hong Yuh Assets Management Co.,Ltd. 1,959,000
780,643

43,506

737,137

0

(31,405)

(87,679)

(0.50)
Sin Bang Investment & Development Co., Ltd. 191,025
242,347

66

242,281

0

(226)

(4,971)

(0.26)
Tianjin Lianfa Precision Steel Corporation 632,478
305,255

491,516

(186,261)

482,530

(47,821)

(53,606)

0.00
Yieh Phui (Hong Kong) Holdings Limited 7,170,785
12,524,370

3,268,281

9,256,089

0

(13,614)

(850,249)

0.00
United Brightening Development Corp. 1,654,000
2,023,808

689,555

1,334,253

0

(2,204)

(65,503)

(0.40)
Chao Ying Investment Development Co.,, Ltd. 304,000
298,490

66

298,424

0

(545)

(6,262)

(0.21)
Kuo Chang Enterprise Co., Ltd. 1,114,108
1,271,089

288,374

982,714

0

(404)

(38,633)

(0.35)
Lian So(H.K)Co., Ltd. 635,697
327,921

697

327,223

0

(3,416)

(62,771)

0.00
Yieh Phui America, Inc. 0
1,107,164

974,481

132,682

17,864

13,925

11,317

0.00
Lian Yang (H.K.) Tranding Ltd. 3,071
14,299

30

14,269

0

(40)

9

0.00
Pt. E-United Ferro Indonesia 1,063,993
860,965

13,714

847,250

0

(238,767)

(132,882)

0.00
Pt. Yieh Ferro Indonesia 13,169
1,901

0

1,901

0

(446)

(292)

0.00
Pt. Genba Indoresources 10,150
18,637

6,088

12,549

0

(12,866)

4,949

0.00

189

Name of Affiliate Capital Total assets Total liabilities Net value Operating
revenue
Operating
earnings
Current
profit
and loss (after
tax)


Earnings
per
share
(NT$)
(aftertax)
Pt. Genba Multi Mineral 398,580
251,773

9,910

241,863

0

(37,555)

157,355

0.00
Pt. Asiamax Mining Indonesia 106,487
41,924

2,725

39,199

29,854

(12,819)

(9,825)

0.00

(II) Consolidated financial statements of affiliates: Refer to page 165 for details.

(III) Affiliation report: None.

190

II. Private Placement of Marketable Securities: None

III. Holding or Disposal of the Company's Shares by Subsidiaries: None

IV. Other Supplementary Information: None

Chapter 9. Events Which Have Material Impact on Shareholders' Equity or the Company’s Securities as Prescribed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, and Have Occurred from the Most Recent Year to the Printing Date of This Report: None

191

Representation Letter

The entities that are required to be included in the combined financial statements of Yieh Phui Enterprise Co., Ltd. as of and for the year ended December 31, 2022 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Financial Statements of Affiliated Enterprises and Consolidated Business Reports are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No.10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Yieh Phui Enterprise Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

Yieh Phui Enterprise Co., Ltd.

By

Yi Shou Lin Chairman

March 9, 2023

192

==> picture [102 x 30] intentionally omitted <==

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

Independent Auditors’ Report

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

Opinion

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

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

Basis for Opinion

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

193

Key Audit Matters

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

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

Revenue recognition

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

Description of key audit matter

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

How the matter was addressed in our audit

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

Valuation of inventory

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

Description of key audit matter

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

How the matter was addressed in our audit

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

194

Other Matters

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

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

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

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

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

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

195

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

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

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

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

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

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

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

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

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

196

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

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

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

Notice to Readers

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

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

197

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

(In Thousands of New Taiwan Dollars)

Assets
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit
or loss - current
Contract assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Current tax assets
Inventories
Prepayments
Other financial assets - current
Total Current Assets
NONCURRENT ASSETS
Financial assets at fair value through other
comprehensive income or loss - noncurrent
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment properties
Intangible assets
Deferred tax assets
Other noncurrent assets
Refundable deposits
Net defined benefit assets - noncurrent
Other financial assets - noncurrent
Total Noncurrent Assets
TOTAL ASSETS
Note
6(1)
6(2)
6(30)
6(3)
6(4)
7
6(5)
7
6(6)
6(7)
6(8)
6(9)
6(10)
6(11)
6(12)
6(13)
6(14)
6(36)
6(15)
6(16)
6(23)
8
December31,2022
Amount
%
$8,636,937
10
84,641
-
288,809
-
1,173,578
1
1,813,953
2
448,952
-
142,336
-
23,202
-
8,682
-
9,915,991
11
2,543,688
3
2,529,680
3
27,610,449
30
740,987
1
16,112,793
17
45,775,712
49
489,768
1
129,987
-
314,110
-
1,029,282
1
3,411
-
149,671
-
18,747
-
776,472
1
65,540,940
70
$93,151,389
100
December31,2021 December31,2021
Amount
$8,636,937
84,641
288,809
1,173,578
1,813,953
448,952
142,336
23,202
8,682
9,915,991
2,543,688
2,529,680
27,610,449
740,987
16,112,793
45,775,712
489,768
129,987
314,110
1,029,282
3,411
149,671
18,747
776,472
65,540,940
$93,151,389
Amount

$7,209,529

289,451
117,272

441,324
2,241,654

171,786

290,915

109,370

115,592

14,055,171

2,720,948

1,131,517

28,894,529

797,724

15,993,554
46,844,013

497,125

56,959

359,251

997,026

6,821

59,834

1,220

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

198

Liabilities andEquity
CURRENT LIABILITIES
Short-term loans
Short-term notes and bills payable
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Provisions - current
Lease liabilities - current
Current portion of long-term loans
Total Current Liabilities
NONCURRENT LIABILITIES
Long-term loans
Deferred tax liabilities
Lease liabilities - noncurrent
Long-term deferred revenue
Net defined benefit liability - noncurrent
Guarantee deposits
Total Noncurrent Liabilities
TOTAL LIABILITIES
EQUITY ATTRIBUTABLE TO OWNERS OF
THE PARENT
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Treasury shares
Total equity attributable to owners of the parent
NON-CONTROLLING INTERESTS
Total Equity
TOTAL LIABILITIES AND EQUITY
Note
6(17)
6(18)
6(30)
6(19)
6(20)
6(12)
6(21)
6(21)
6(36)
6(12)
6(22)
6(23)
6(24)
6(25)
6(26)
6(27)
6(28)
6(29)
December31,2022
Amount
%
$13,590,171
15
1,701,701
2
1,337,461
1
458,293
-
1,448,256
2
1,887,927
2
681,455
1
101,689
-
9,674
-
4,212,832
5
25,429,459
28
34,464,456
37
29,432
-
60,060
-
24,278
-
333,860
-
17,741
-
34,929,827
37
60,359,286
65
19,850,980
22
4,927,302
5
3,393,805
4
785,047
1
3,582,001
3
(822,369)
(1)
(133,898)
-
31,582,868
34
1,209,235
1
32,792,103
35
$93,151,389
100
December31,2021 December31,2021
Amount
$13,590,171
1,701,701
1,337,461
458,293
1,448,256
1,887,927
681,455
101,689
9,674
4,212,832
25,429,459
34,464,456
29,432
60,060
24,278
333,860
17,741
34,929,827
60,359,286
19,850,980
4,927,302
3,393,805
785,047
3,582,001
(822,369)
(133,898)
31,582,868
1,209,235
32,792,103
$93,151,389
Amount

$13,905,468

1,356,226

3,062,400
1,508,569

1,698,869

2,373,932

777,146

135,039

13,713
4,645,390

29,476,752

32,027,032

140,801

78,393

25,896

477,441

19,113
32,768,676

62,245,428
18,905,695

4,928,849

2,882,426

706,593

5,113,787

(1,032,962)

-

31,504,388

1,391,237
32,895,625

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

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

199

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

Item Note Year Ended December 31 Year Ended December 31 Year Ended December 31
2022 2021
Amount % Amount %
OPERATING REVENUE
OPERATING COST
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain (loss)
Total operating expenses
INCOME (LOSS) FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance costs
Share of profit (loss) of associates and joint ventures
Total non-operating income and expenses
INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX (EXPENSE) BENEFIT
NET INCOME (LOSS)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity instruments
designated as at fair value through other comprehensive income
Share of other comprehensive income (loss) of associates and
joint ventures
Income tax benefit (expense) related to items that will not be
reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations
Share of other comprehensive income (loss) of associates and
joint ventures
Income tax benefit (expense) related to items that may
be reclassified subsequently to profit or loss
Total other comprehensive income (loss), net of income tax
TOTAL COMPREHENSIVE INCOME (LOSS)
NET INCOME (LOSS) ATTRIBUTABLE TO
Shareholders of the parent
Non-controlling interests
Total
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:
Shareholders of the parent
Non-controlling interests
Total
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share
Diluted earnings (loss) per share
6(30)
6(6)
6(32)
6(33)
6(34)
6(35)
6(36)
6(37)
6(38)
6(38)
$83,675,863
(74,531,778)
100
(89)
$90,046,653
(79,145,500)
100
(87)
9,144,085
(4,644,626)
(2,077,390)
(117,611)
76
11
(6)
(2)
-
-
10,901,153
(4,052,732)
(1,714,128)
(100,842)
17
13
(5)
(2)
-
-
(6,839,551) (8) (5,867,685) (7)
2,304,534 3 5,033,468 6
68,556
308,363
423,465
(1,690,408)
(371,645)
-
-
1
(3)
-

34,126
219,525
643,227
(1,363,204)
1,749,206
-
-
1
(2)
2
(1,261,669) (2) 1,282,880 1
1,042,865
(520,760)
1
(1)
6,316,348
(1,095,895)
7
(1)
522,105 - 5,220,453 6
99,651
(90,098)
(89,011)
(19,930)
193,797
331,418
(46,736)
-
-
-
-
-
-
-
(97,423)
93,162
60,080
19,485
(167,727)
(86,791)
13,473
-
-
-
-
-
-
-
379,091 - (165,741) -
$901,196 - $5,054,712 6
$809,507
(287,402)
-
-
$5,202,838
17,615
6
-
$522,105 - $5,220,453 6
$1,172,642
(271,446)
-
-
$5,041,747
12,965
6
-
$901,196 - $5,054,712 6
$0.41 $2.62
$0.41 $2.62

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

200

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

BALANCE AT JANUARY 1,2021
Appropriations of prior year's earnings:
Legal reserve
special reserve
Changes in associates and joint ventures using the
equity method
Net income (loss) for 2021
Other comprehensive income (loss) for 2021, net of
income tax
Total comprehensive income (loss) for 2021
Changes in ownership interests in subsidiaries
Adjustment of non-controlling interests
Disposal of financial instruments designated at fair
value through other comprehensive income
BALANCE AT DECEMBER 31, 2021
Appropriations of prior year's earnings:
Legal reserve
special reserve
Cash dividends
Stock dividends
Changes in associates and joint ventures using the
equity method
Net income (loss) for 2022
Other comprehensive income (loss) for 2022, net of
income tax
Total comprehensive income (loss) for 2022
Buy-back of treasury shares
Changes in ownership interests in subsidiaries
Adjustment of non-controlling interests
BALANCE AT DECEMBER 31, 2022
Common Stock Capital Surplus Retained Earnings Other Equity Item TreasuryStock Shareholders of
the parent
Non-controlling
Interests
Total Equity
Legal Reserve Special Reserve Unappropriated
Earnings
(Accumulated
Deficits)
Exchange
Differences on
Translating Foreign
Operations
Unrealized Gain (Loss)
On Financial Assets at
Fair Value Through Other
Comprehensive Income
Gain (Loss) on
Hedging
Instruments
$18,905,695
-
-
-
-
-
$4,929,007

-

-

(158)

-

-
$2,866,052
16,374
-
-
-
-
$559,232
-
147,361
-
-
-
$163,734
(16,374)
(147,361)
(231)
5,202,838
(84,063)
($1,187, 536)
-
-
-
-
(238,497)
$226,643

-

-

-

-

161,307
$6,384
-
-
-
-
162
$ -
-
-
-
-
-
$26,469,211
-
-
(389)
5,202,838
(161,091)
$1,361,903
-
-
6
17,615
(4,650)

$27,831,114

-

-

(383)

5,220,453

(165,741)
-
-
- - 5,118,775 (238,497)
161,307
162 - 5,041,747 12,965
5,054,712
-
-
-

-

-

-
-
-
-
-
-
-
(9,905)
-
5,149
-
-
-

-

-

(1,425)
-
-
-
-
-
-
(9,905)
-
3,724
9,905
6,458
-

-

6,458

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

4,928,849

-

-

-

-

(1,547)

-

-
2,882,426
511,379
-
-
-
-
-
-
706,593
-
78,454
-
-
-
-
-
5,113,787
(511,379)
(78,454)
(945,285)
(945,285)
(1,803)
809,507
152,542
(1,426,033)
-
-
-
-
-
-
461,886

386,525

-

-

-

-

-

-

(255,700)
6,546
-
-
-
-
-
-
4,407
-
-
-
-
-
-
-
-
31,504,388
-
-
(945,285)
-
(3,350)
809,507
363,135
1,391,237
-
-
-
-
(12)
(287,402)
15,956

32,895,625

-

-

(945,285)

-

(3,362)

522,105

379,091
-
-
- - 962,049 461,886
(255,700)
4,407 - 1,172,642 (271,446)
901,196
-
-
-

-

-

-
-
-
-
-
-
-
-
(11,629)
-
-
-
-

-

-

-
-
-
-
(133,898)
-
-
(133,898)
(11,629)
-
-
11,629
77,827

(133,898)

-

77,827
$19,850,980
$4,927,302
$3,393,805 $785,047 $3,582,001 ($964,147)
$130,825
$10,953 ($133,898) $31,582,868 $1,209,235
$32,792,103

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

201

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

(In Thousands of New Taiwan Dollars)

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

$6,316,348

2,003,252

44,568

(17)

5,510

1,363,204

(34,126)

(21,891)

(1,749,206)

9,096

9,641

(10,146)

(539,330)

-

12,412

(41)
(217)
4,386,068
1,092,709
(32,975)
(172,183)
(732,212)
429,506
(278,381)
221,423
4,139,180
134,722
(1,754,986)
(17,527)

(18,536)

218,403

131,485

(381,408)

13,841

(156,325)

(5,523,064)

830,650

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

942,796

1,038,809

702,955

622,191

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

202

Item Year Ended December 31 Year Ended December 31
2022 2021
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated from (used in) operating activities
2.CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other
comprehensive income and loss
Proceeds from disposal of financial assets at fair value through
other comprehensive income
Proceeds from capital reduction of financial assets at fair value
through other comprehensive income
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity
method
Proceeds from capital reduction of investments accounted for
using equity method
Proceeds from disposal of noncurrent assets held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Acquisition of intangible assets
Proceeds from disposal of investment properties
Increase in other financial assets
Decrease in other financial assets
Decrease in other noncurrent assets
Net cash generated from (used in) investing activities
3.CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term loans
Increase in short-term notes and bills payable
Increase in long-term loans
Repayment of long-term loans
Increase in guarantee deposits received
Decrease in guarantee deposits received
Repayments of principal of lease liabilities
Decrease in other noncurrent liabilities
Cash dividends paid
Payments for buy-back of treasury shares
Increase (decrease) in non-controlling interests
Net cash generated from (used in) financing activities
4.EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
5.NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
6.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
7.CASH AND CASH EQUIVALENTS, END OF YEAR
64,971
12,923
(1,632,613)
(718,363)

30,790

15,729

(1,404,849)
(309,034)
1,893,901
4,088,100
(59,544)
-
26,184
(14,752)
7,600
184
-
(1,542,800)
3,235
(89,837)
-
(5,891)
-
-
213,348
3,325

(10,000)

29,925

4,571

(27,402)

-

-

629,374
(2,769,502)

59,178

-

163,061
(29,472)

54,322

(475,761)

-

1,536
(1,458,948) (2,370,170)
(315,297)
346,100
14,008,790
(11,997,266)
-
(1,372)
(9,917)
(1,618)
(945,285)
(133,898)
77,827
(1,019,839)

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

428

-

(8,052)

(2,142)

-

-

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

3,478,747

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

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

203

YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Amounts In Thousands of New Taiwan Dollars, Unless specified Otherwise)

1.GENERAL INFORMATION

  • 1.1 Yieh Phui Enterprise Co., Ltd. (hereinafter referred to as the Company) was established in April 1978, currently a listed company in Taiwan Stock Exchange (hereafter referred to as TWSE). The Company engages mainly in the processing, manufacturing marketing and import/export trading of rolled steel coils, refined steel, molded steel, steel/iron wires, galvanized/ pre-painted/surface-treated metals.

  • 1.2 The Company’s Board of Directors resolved on May 23, 2005 to merge (simplified merger) with Lien Kang Heavy Industrial Co., Ltd, with the Company as the surviving company. The record date of the merger was set on August 30, 2005. Every 2.5 common shares of Lien Kang Heavy Industrial Co., Ltd. were converted into 1 common share of the Company. The Company issued additional 4,859 thousand common shares for this merger. Rights and obligations of holders of the newly issued shares were the same as those of the Company’s original shareholders.

  • 1.3 Lien Kang Heavy Industrial Co., Ltd., incorporated on November 23, 1989, mainly engages in manufacturing, processing, and trading of the various mechanical spare parts, as well as pipe installation and engineering design/manufacture/installation.

  • 1.4 The Company's steel pipe department, due to its business expansion, was separated from the Company, and was named as Shin Yang Steel Co., Ltd. Relevant investment on this was approved by the Board of Directors on January 18, 2011, and a total of 191 employees were transferred to Shin Yang Steel Co., Ltd.

  • 1.5 For main operation activities of the Company and its subsidiaries (hereinafter referred to as “the Group”), please refer to Note 4.3(2)

  • 1.6 These consolidated financial statements are presented in the Company’s functional currency, New Taiwan Dollars.

2.THE AUTHORIZATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 9, 2023.

3. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS

  • (1) Effect of adoption of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

  • New standards, interpretations and amendments endorsed by the FSC and effective from 2022 are as follows:

204

New IFRSs Amendments to IAS 16 “Property, Plant and Equipment: Proceeds Before Intended Use” Amendments to IAS 37 “Onerous Contract - Cost of Fulfilling a Contract” Amendments to IFRS 3 “Reference to the Conceptual Framework” Annual Improvements to IFRSs 2018-2020

Effective Date Announced by IASB (Note 1) January 1, 2022 (Note 2) January 1, 2022 (Note 3) January 1, 2022 (Note 4) January 1, 2022 (Note 5)

  • Note 1: Unless stated otherwise, the New IFRSs above are effective for annual periods beginning on or after their respective effective dates.

  • Note 2:The Group should apply these amendments retrospectively. However, the amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 3: This amendment applies to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 4: This amendment applies to business combinations whose acquisition date starts in the annual reporting period after January 1, 2022.

  • Note 5: The amendments to IFRS 9 are applicable to swap or modification of terms of financial liabilities incurred during the annual reporting period beginning on January 1, 2022. The amendment to IAS 41 is applicable to fair value measurement during the annual reporting period beginning after January 1, 2022. The amendments to IFRS 1 are retrospectively applied to the annual reporting period beginning after January 1, 2022.

  • A. Amendment to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use”

  • The amendment stipulates that the sales price of the project produced in order to make property, plant and equipment reach the necessary location and state that can meet the expected operation mode of the management is not suitable as a cost reduction of the asset. The aforementioned items should be measured in accordance with IAS 2 “Inventory”, and the sales price and cost should be recognized in profit and loss in accordance with the applicable standards.

This amendment is applicable to factories, property and equipment that reach the necessary locations and conditions for the management's expected operation mode after January 1, 2021 (the beginning of the earliest expression period). When the Group initially applies the amendments, it will recognize the cumulative effect of the amendments applied initially as an adjustment to the opening balance of the retained earnings (or other components of equity, as appropriate) at the beginning of the earliest expression period , and re-edit the information during the comparison period.

  • B. Amendment to IAS 37 “Onerous Contract - Cost of Fulfilling a Contract” The amendment stipulates that when assessing whether the contract is onerous, “Cost of Fulfilling a Contract” should include the incremental cost of fulfilling a contract (for example, direct labor and raw materials) and the allocation of other costs directly related to fulfilling a contract (for example, the depreciation expenses of property, plant and equipment items used in fulfilling a contract are allocated).

205

  • C. Amendment to IFRS 3“Reference to the Conceptual Framework”

    • The amendment is to update the index of the conceptual framework and add the requirement that the acquirer shall apply IFRIC 21“Levies”to determine whether there is an obligation to pay levies on the acquisition date.
  • D. Annual Improvements to IFRS Standards 2018-2020

    • The annual improvement in the IFRS 2018-2020 includes amendments to certain standards. Among them, the amendment of IFRS 9 “Expenses included in the “10%” test for the purpose of derecognize financial liabilities” is to assess whether there is a significant difference between the swap of financial liabilities or the modification of terms, When comparing cash flow projections of the new and old contract terms (including the net amount of fees charged for signing a new contract or modifying the contract), whether there is a 10% difference, the aforesaid fees collected should only include the payment between the borrower and the lender paid for.

    • The Group has evaluated the aforementioned standards and interpretations, and there’s no significant effect to the Group’s financial position and performance.

  • (2) Effect of new issuances or amendments to IFRSs as endorsed by the FSC but not yet adopted

New standards, interpretations and amendments endorsed by the FSC and effective from 2023 are as follows:

from 2023 are as follows:
NewIFRSs
Amendments to IAS 1 “Disclosure of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting
Estimates”
Amendment to IAS 12 “Deferred Tax Related to Assets and
Liabilities Arising from a Single Transaction”
Effective Date Announced by
IASB
January 1, 2023 (Note 1)
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
  • Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 2: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 3: Except for otherwise specified with for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

  • A. Amendments to IAS 1 “Disclosure of Accounting Policies”

  • This amendment clarifies that when the scale or nature of a transaction, other event or situation is material, and the relevant accounting policy information is also material to the financial report, the relevant material accounting policy information should be disclosed. Conversely, if the enterprise determines that the scale or nature of a transaction, other event or situation is not significant or the relevant accounting policy information is not significant although it is significant, it does not need to disclose non-significant accounting policy information, but the enterprise prepares accounting the conclusion that the policy information is insignificant does not affect the relevant disclosures required by other IFRS standards.

206

  • B. Amendments to IAS 8 “Definition of Accounting Estimates”

  • This amendment defines accounting estimates as the monetary amount of financial statements subject to measurement uncertainty, and provides further explanations, except for corrections due to errors in the previous period, the impact of changes in input values or measurement techniques on accounting estimates is a change in accounting estimates.

  • C.Amendment to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”

  • The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. When the Group initially applies the amendments, it will recognize the cumulative effect of the amendments applied initially as an adjustment to the opening balance of the retained earnings (or other components of equity, as appropriate) at the beginning of the earliest expression period, and re-edit the information during the comparison period.

As of the date the accompany consolidated financial statements are authorized for issue, the Group is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.

  • (3) Effect of the IFRSs issued by IASB but not yet endorsed and issued into effect by FSC:
NewIFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution
of Assets between an Investor and its Associate or Joint
Venture”
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17
Amendments to IFRS 17 “Initial application IFRS 17 and
IFRS 9 – Compare Information”
Amendments to IFRS 16 "Lease liabilities in sale and
leaseback"
Amendments to IAS 1 “Classification of Liabilities as
Current or Noncurrent”
Amendments to IAS 1 “Non-current Liabilities with
Covenants "
Effective Date Announced by
IASB
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024
January 1, 2024

As of the date the accompany consolidated financial statements are authorized for issue, the Group is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.

207

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented unless otherwise stated.

4.1 Statement of Compliance

The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the IFRSs, IASs interpretations as well as related guidance endorsed by the FSC with the effective dates.

4.2 Basis of Preparation

  • (1) Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:

  • A. Financial assets and financial liabilities at fair value through profit or loss (including derivative instruments).

  • B. Financial assets and liabilities measured at fair value through other comprehensive income.

  • C. Liabilities on cash-settled share-based payment arrangements measured at fair value.

  • D. Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • (2) The preparation of the consolidated financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

4.3 Basis of Consolidation

  • (1) The basis for the consolidated financial statements:

  • A. All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • B. Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • C. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.

  • D. Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the

208

non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

  • E. When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss or transferred directly to retained earnings as appropriate, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • (2) The subsidiaries in the consolidated financial statements:

Investee / Subsidiary
Main Businesses
1. Yieh Phui Enterprise Co., Ltd. (the Company)
Good Honor Holdings Ltd. Investment
Shin Yang Steel Co., Ltd.
Steel products related
businesses
Yieh Phui (Hong Kong)
Holdings Limited
Investment
Yieh Hsing Enterprise Co.,
Ltd.
Wire rods trading
Great Emperor Hotel Co.,
Ltd.
Hotel industry
Kings Garden International
Co., Ltd.
Leasing, sales, and
development of
residential and
commercial buildings,
department stores
Shin Phui Steel Corporation Trading of steel
products
Worthing Honor Holdings
Ltd.
Investment
Sin Bang Investment &
Development Co., Ltd.
Investment
Gen-Wan Technology Corp Telecommunication
Champion Logistic Inc.
Investment
Percentage ofOwnership Percentage ofOwnership
December 31,
2022
100.00%
100.00%
100.00%
57.41%
60.15%
54.89%
100.00%
100.00%
100.00%
86.99%
-
December 31,
2021
100.00%
100.00%
100.00%
57.41%
58.17%
54.89%
100.00%
100.00%
100.00%
86.99%
-

(Please refer to Note 4 3. (2) A. for details)

209

Investee / Subsidiary
Main Businesses
EMMT Systems
Corporation
Manufacturing and
marketing of military
specification printed
circuit boards
Kuo Chang Enterprise Co.,
Ltd.
Wholesale of hardware
United Brightening
Development Corp.
Technical consultation
for steel products
Hong Yuh Assets
Management Co., Ltd.
Management service
Lian So (H.K) Co., Limited Investment
Yieh Phui America Inc.
Steel trading
2. Hong Yuh Assets Management Co., Ltd.
Lien-Hsin steel Co., Ltd.
Metal manufacturing
industry
Lien-Sheng steel Co., Ltd. Metal manufacturing
industry
Lien-Heng Mining Co., Ltd. Nickle mining
Lien-Hung Mining Co., Ltd. Nickle mining
Asiamax Mining Indonesia Nickle mining
3. Gen-Wan Technology Corp.
EMMT Systems
Corporation
Manufacturing and
marketing of military
specification printed
circuit boards
4. Yieh Phui (Hong Kong) Holdings Limited
Yieh Phui (China)
Technomaterial Co., Ltd.
Manufacturing and
marketing of pickled,
cold rolled, galvanized
and prepainted steel
coils
5. Yieh Phui (China) Technomaterial Co., Ltd.
Tianjin Lianfa Precision
Steel Corporation
Manufacturing and
marketing of special
high grade alloy
Changshou ChangHuei
Trading Co.
Trading of steel
products
6. EMMT Systems Corporation
Applied Wireless
Identifications Group, Inc.
RFID
Groupco Technology Inc.
Radio
Percentage of Ownership Percentage of Ownership
December 31,
2022
78.51%
99.04%
95.56%
80.00%
80.00%
100.00%
61.74%
10.00%
75.00%
19.00%
100.00%
7.48%
100.00%
100.00%
100.00%
88.69%
49.97%
December 31,
2021
78.51%
99.04%
95.56%
80.00%
80.00%
100.00%
49.36%
10.00%
75.00%
19.00%
100.00%
7.48%
100.00%
100.00%
100.00%
91.47%
49.97%

210

Investee / Subsidiary
Main Businesses
7. Applied Wireless Identifications Group, Inc.
AWID Asia Co., Ltd.
Telecommunications
equipment wholesale
8. AWID Asia Co., Ltd.
AWID Changshou Co., Ltd.
Telecommunications
equipment wholesaling
9. Shin Phui Steel Corporation
Groupco Technology
Radio
Great Emperor Hotel Co.,
Ltd.
Hotel industry
Kings Garden International
Co., Ltd.
Leasing, sales, and
development of
residential and
commercial buildings,
department stores
10. Yieh Hsing Enterprise Co., Ltd.
Great Emperor Hotel Co.,
Ltd.
Hotel industry
Kings Garden International
Co., Ltd.
Leasing, sales, and
development of
residential and
commercial buildings,
department stores
11. Kings Garden International Co., Ltd.
Yi Hua International Co.,
Ltd.
Leasing, selling and
development of
residential and
commercial buildings
Hua Li International Co.,
Ltd.
Daily necessities
wholesale
12. United Brightening Development Corp.
Chao Ying Investment
Development Co., Ltd.
Investment
Champion Logistic Inc.
Investment
13. Lian So (H.K)Co., Limited
Lien-Hsin Steel Co., Ltd.
Metal manufacturing
industry
Percentage of Ownership Percentage of Ownership
December 31,
2022
December 31,
2021
-
100.00%
(Please refer to Note 4 3. (2) A. for details)
-
-
(Please refer to Note 4 3. (2) A. for details)
42.53%
42.53%
0.01%
0.01%
0.01%
0.01%
39.84%
41.82%
45.10%
45.10%
-
-
(Please refer to Note 4 3. (2) A. for details)
100.00%
100.00%
100.00%
100.00%
-
-
(Please refer to Note 4 3. (2) A. for details)
38.26%
50.64%
December 31,
2021

211

Investee / Subsidiary
Lien-Sheng Steel Co., Ltd.
Lian Yang (Hong Kong)
Trading Limited

14. Lien-Hsin Steel Co., Ltd.
Lien-Heng Mining Co., Ltd.
(Note)

Lien-Hung Mining Co., Ltd.
(Note)
Main Businesses
Metal manufacturing
industry
Trading business
Nickle mining
Nickle mining
Percentage of Ownership Percentage of Ownership
December 31,
2022
90.00%
100.00%
25.00%
81.00%
December 31,
2021
90.00%
100.00%
25.00%
81.00%
  • (Note): Due to legal restriction within the local jurisdiction, 25% shareholding of LienHeng Mining Co., Ltd. and 51% shareholding of Lien-Hung Mining Co., Ltd. are registered temporarily under the name of a third-party; in order that the rights be secured, the third-party has pledged all shares under his/her name to the Group through a contract agreement.

    • A. Increase and decrease in consolidated subsidiaries:

      • AWID Asia Co., Ltd., Yi Hua International Co., Ltd., Champion Logistic Inc. and AWID Changshou Co., Ltd. had been liquidated in July 2022, December 2021, July 2021, and June 2021, respectively.
    • B. The financial statements of subsidiaries, Changshou ChangHuei Trading Co., Good Honor Holdings Ltd., Worthing honor Holdings Ltd. and Lien-Sheng Steel Co., Ltd. for 2022 and the financial statements of subsidiaries, Changshou ChangHuei Trading Co., Good Honor Holdings Ltd. and Worthing honor Holdings Ltd. for 2021 were not audited. The management considered unaudited financial statements of these subsidiaries will not have a significant impact on the consolidated financial statements.

  • (3) Subsidiaries not consolidated in the consolidated financial statements: None.

  • (4) Adjustments for subsidiaries with different accounting periods: Not applicable.

  • (5) Major restrictions:

    • As of December 31, 2022 and 2021, cash and bank deposits of $3,437,081 thousand, and $4,073,600 thousand, respectively are deposited in China and subject to the local foreign exchange control. Such foreign exchange control restricts fund remitting out from China (except for regular dividends).
  • (6) Securities issued by the parent company and held by subsidiaries: None.

  • (7) Information about subsidiaries with significant non-controlling interest: December 31, 2022:

December 31, 2022:
Name ofSubsidiary Shareholding %
Yieh Hsing
Enterprise Co., Ltd.
42.59%
Others
Total
Non-controlling
interests

$707,266
501,969
$1,209,235
Net income (loss)
attributable to Non-
controllinginterests

($295,843)

8,441

($287,402)

212

December 31, 2021:

Name of Subsidiary
Yieh Hsing
Enterprise Co., Ltd.
Others
Total
Shareholding %
42.59%
Non-controlling
interests

$989,639
401,598
$1,391,237
Net income (loss)
attributable to Non-
controllinginterests

$5,605

12,010

$17,615
  • A. Please refer to Table 9 and Table 10 in Note 13 for the main operation location and countries of registration of the subsidiaries listed above.

  • B. Summary of the financial information are as follows:

  • a. Balance Sheets:

Yieh Hsing Enterprise Co., Ltd.

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
December 31, 2022
$2,044,792
9,711,320
2,631,382
2,334,292
$6,790,438
December 31, 2021
$3,074,824
10,073,777
3,541,478
2,153,660
$7,453,463
  • b. Statements of Comprehensive Income:

Yieh Hsing Enterprise Co., Ltd.

Operating revenue
Net income (loss)
Other comprehensive income (net after tax)
Total comprehensive income (loss)
Total comprehensive income (loss)
Dividends paid to non-controlling interest
2022
$6,828,696
($694,654)
19,395
($675,259)
($287,283)
$-
2021
$7,018,786
$13,160
(7,516)
$5,644
$2,404
$-

c. Statements of Cash Flows:

Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period

Yieh HsingEnterprise Co.,Ltd. Yieh HsingEnterprise Co.,Ltd.
2022
$1,050,375
(199,182)
(696,205)
$154,988
251,318
$406,306
2021
$17,221
(85,152)
110,454
$42,523
208,795
$251,318

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4.4 Foreign Currencies

  • (1) Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional currency.

  • (2) In preparing the financial statements of each individual consolidated entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Such exchange differences are recognized in profit or loss in the year in which they arise. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of nonmonetary items are included in profit or loss for the year except for exchange differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.

  • (3) For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into New Taiwan Dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity (attributed to noncontrolling interests as appropriate).

4.5 Classification of Current and Noncurrent Assets and Liabilities

  • (1) Steel Department and Other Non-heavy Industry Department

  • A. Assets that meet one of the following criteria are classified as current assets:

    • a. Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

    • b. Assets held primarily for trading purposes;

    • c. Assets that are expected to be realized within 12 months after the balance sheet date;

    • d. Cash and cash equivalents, excluding those that are restricted, or to be exchanged or used to settle liabilities at least twelve months after the balance sheet date.

Otherwise they are classified as non-current assets.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities:

  • a. Liabilities that are expected to be settled within the normal operating cycle;

  • b. Assets held primarily for trading purposes;

  • c. Liabilities that are expected to be settled within 12 months after the balance sheet date. (Even if a long-term refinancing or re-arrangement of payment agreements is completed after the balance sheet date and before the issuance of the financial report is approved, it is classified as current liabilities).

214

  • d. Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Otherwise they are classified as non-current liabilities.

  • (2) Heavy Industry Department

The business cycle of the majority of the construction contracts is longer than12 months. As a result, assets and liabilities related to the construction contracts are classified as current or non-current assets and liabilities according to the business cycle.

4.6 Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including the original maturity of the time deposits within three months).

4.7 Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • (1) Financial assets

The Group adopts trade-date accounting to recognize and derecognize financial assets.

  • A. Category of financial assets and measurement

  • Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.

  • a. Financial asset at FVTPL

    • Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or it is designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

    • Financial assets are designated initially at FVTPL, if the designation can eliminated or significantly reduces the measurement or recognition of inconsistencies.

    • Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 12(3).

  • b. Financial assets at amortized cost

    • Financial assets that meet the following conditions are subsequently measured at amortized cost:

215

  • (a) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • (b) The contractual terms of the financial assets give rise on specified date to cash flow that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss. Expect for the following two cases, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.

  - (a) Purchased or originated credit-impaired financial assets: for those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  - (b) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets: for those financial assets, the Group shall apply the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
  • c. Investments in equity instruments at FVTOCI

    • On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings. Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the Group’s right clearly represent a recovery of part of the cost of the investment.
  • B. Impairment of financial assets

  • a. At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable), investments in debt instruments that are measured at FVTOCI, lease receivable and contract assets.

  • b. The Group always recognizes lifetime Expected Credit Loss (i.e. ECL) for accounts receivables. For other financial assets, the Group recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equaling to 12-month ECL.

  • c. Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, lifetime ECL represents the expected credit losses

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that will result from all possible default events over the expected life of a financial instrument.

  • d. The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • C. Derecognition of financial assets

  • The Group derecognises a financial asset when one of the following conditions is met:

  • a. The contractual rights to receive cash flows from the financial asset expire.

  • b. The contractual rights to receive cash flows from the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • c. The Group neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.

On derecognition of financial asset at amortized cost in its entirety, the difference between the financial asset’s carrying amount and the sum of the consideration received is recognized in profit or loss. On derecognition of equity instruments at fair value through other comprehensive income in its entirety, the cumulative profit and loss will be transferred directly to retained earning without reclassified into profit and loss.

  • (2) Equity instruments

The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

  • (3) Financial liabilities

  • A.Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • B. Derecognition of financial liabilities

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • (4) Modification of Financial instruments

When the contractual cash flows of a financial instrument are renegotiated or modified and the renegotiation or modification does not result in the derecognition of that financial instrument, the Group recalculates the gross carrying amount of the financial asset or the amortized cost of the financial liabilities using the original effective interest rate and recognises a modification gain or loss in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial instrument and are amortised over the remaining term of the modified financial instrument. If the renegotiation or modification results in that the derecognition of that financial instrument is required, then the financial instrument is derecognized accordingly.

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4.8 Inventories

Inventories, under a perpetual system, are measured at the lower of cost and net realizable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and costs necessary to make the sale.

4.9 Investments accounted for using equity method - associates

  • (1) Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly, 20% or more of the voting power of the investee. Investments in associates are initially recognized at cost and are accounted for using the equity method.

  • (2) The Group’s share of its associate’s profit or loss after the date of acquisition is recognized in the Group’s profit or loss, and its share of changes in the associate’s other comprehensive income is recognized in the Group’s other comprehensive income. When the Group’s share of losses of its associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group discontinues recognizing its share of further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • (3) Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (4) In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • (5) Upon loss of significant influence over an associate, the Group remeasures any retained investment in the former associate at its fair value. Any difference between the fair value and carrying amount is recognized in profit or loss.

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  • (6) When the Group disposes its investment in an associate, if it loses significant influence over the associate, the Group shall account for all amounts previously recognized in other comprehensive income in relation to that investment on the same basis as would have been required if the associate had directly disposed of the related assets or liabilities. If it still retains significant influence over the associate, then the Group shall reclassify to profit or loss the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities.

  • (7) When the Group disposes its investment in an associate, if it loses significant influence over the associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it still retains significant influence over the associate, then the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

4.10 Property, Plant and Equipment

  • (1) Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized. For property, plant and equipment under construction, sample produced from testing whether the asset is functioning properly before its intended use are measured at lower of the costs or net realizable value. Proceeds from selling such an item and the cost of the item are recognized in profit or loss.

  • (2) Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repair and maintenance is recognized in profit or loss as incurred.

  • (3) Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each end of reporting year. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows: Buildings:

Main plants 15 to 70 years Main office buildings 40 to 60 years Other accessory equipment 5 to 35 years

Machinery and equipment 2 to 53 years Other equipment 2 to 41 years

  • (4) An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

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4.11 Government grants

Government grants are recognized at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognized as non-current liabilities and are amortized to profit or loss over the estimated useful lives of the related assets using the straight-line method.

4.12 Leases

The Group assesses whether the contract is (or includes) a lease at the date of the contract.

  • (1) The Group as lessee

Except for payments for low-value asset and short-term leases which will be recognized as expenses on a straight-line basis, the Group will recognize right-ofuse assets and lease liabilities for all leases at the inception of lease. Right-of-use asset

The right-of-use asset is initially measured at cost (including the initial measurement amount of the lease liability, the payments less incentives, initial direct costs and the estimated recover cost), the subsequent measurement is based on the cost less accumulated depreciation and accumulated impairment loss, and adjusting the amount of re-measures of lease liabilities.

The right-of-use asset recognized depreciation is using the straight-line basis from the date of the lease until the expiration of the useful life or the expiration of the lease term, the depreciation is provided that the title of the underlying asset will be acquired at the end of the lease period or, if the cost of the right-of-use asset reflects the execution of the purchase option Lease liability

The lease liability is initially measured by the present value of the lease payment (including fixed payment, substantive fixed payment, change in lease payment depending on the index or rate, etc.). If the implied interest rate on the lease is easy to determine, the lease payment is discounted using that interest rate. If the interest rate is not easy to determine, the lessee's increase borrowing rate is used. If the lease period, the evaluation of the purchase choice, the amount of expected to be paid under the residual value guarantee or the change in the index or rate used to determine the lease payment result in a change in the future lease payment, the Group will measure the lease liability and adjust the right to use assets relatively. If the carrying amount has been reduced to zero, the remaining amount will recognize in the profit and loss. Lease liabilities are presented in a single-line project on the consolidated balance sheet.

Lease payments in lease agreements that do not depend on the index or rate are recognized as expenses in the period in which they occur.

  • (2) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying

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amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

4.13 Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes) and include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs, and subsequently measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

Investment properties under construction are stated at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

4.14 Intangible assets

Separately acquired intangible assets with finite useful lives are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis over the estimated lives as follows:

  • (1) Mineral right : 12 years

  • (2) Computer software: 2 to 5 years;

  • (3) Trademarks and patents: the period of contractual rights or the future economic benefits flowing to the Group.

The estimated useful life and amortization method for an intangible asset are reviewed at each financial year-end. Any changes in estimates is accounted for on a prospective basis.

An intangible asset is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising from the disposal of the assets is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognized in profit or loss.

4.15 Other non-current assets - exploration and evaluation assets

Exploration and evaluation assets are initially measured at cost and classified as either tangible assets or intangible assets according to the nature of the assets acquired, and such classification shall be consistently applied. Tangible assets (e.g. vehicles and drilling rigs) are subsequently measured at cost less accumulated depreciation and accumulated impairment, whereas intangible assets (e.g. rights to explore minerals) are subsequently measured at cost less accumulated impairment. An exploration and evaluation asset is no longer be classified as such when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. Prior to reclassification of an exploration and evaluation asset, the entity shall assess the impairment of which and recognize an impairment loss accordingly.

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4.16 Impairment of non-financial assets

The Group assesses at the end of reporting period the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. When the indication of impairment loss recognized in prior years for an asset other than goodwill no longer exists, the impairment loss is reversed to the extent of the loss previously recognized in profit or loss.

4.17 Provisions

Provisions (including warranty, onerous contracts, short-term employee benefits, and liability derecognition) are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.

4.18 Employee benefits

Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

Pensions

  • (1) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund from the plan or a reduction in future contributions to the plan.

  • (2) Defined benefit plans

  • a. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior period. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The discount rate is determined by using the interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the defined benefit plans.

  • b. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • c. Past service costs are recognised immediately in profit or loss.

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Employees’ compensation and directors’ and supervisors’ remuneration

Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the amount accrued and the amount actually distributed is accounted for a change in accounting estimate. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of an employee’s employment as a result of either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of benefits in exchange for the termination of employment. The Group recognises expense when it can no longer withdraw an offer of termination benefits or when it recognises related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date are discounted to their present value.

4.19 Share capital and treasury shares

(1) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are recognized in equity as a deduction from the proceeds.

  • (2) Treasury Shares

The Group’s treasury shares that have not been disposed or retired are stated at cost and shown as a deduction in stockholders’ equity. When treasury shares are sold, if the selling price is above the book value, the difference is credited to the capital surplus–treasury share transactions; if the selling price is below the book value, the difference is first offset against capital surplus from the same class of treasury share transactions, and the remainder, if any, is then debited to retained earnings. The carrying value of treasury shares is calculated using the weightedaverage approach in accordance with the purpose of repurchase.

Upon retirement, treasury shares are derecognized against the capital surplus - premium on stocks and capital stock proportionately according to the ratio of shares retired. The carrying value of treasury shares in excess of the sum of the par value and premium on stocks is first offset against capital surplus from the same class of treasury share transactions, and the remainder, if any, is then debited to retained earnings. The sum of the par value and premium on treasury shares in excess of the carrying value is credited to capital surplus from the same class of treasury share transactions.

4.20 Share-based payment transactions

  • (1) For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. And ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

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  • (2) For the cash-settled share-based payment arrangements, the employee services received and the liability incurred are measured at the fair value of the liability to pay for those services, and are recognised as compensation cost and liability over the vesting period. The fair value of the liability shall be remeasured at each balance sheet date until settled at the settlement date, with any changes in fair value recognised in profit or loss.

4.21 Income tax

  • (1) The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • (2) The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • (3) Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • (4) Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred income tax assets are reassessed.

  • (5) Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • (6) A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.

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4.22 Revenue Recognition

The Group recognizes revenue from contracts with customers in accordance with the principles and steps as stated below:

  • (1) Identify the contract with the customer;

  • (2) Identify the performance obligations in the contract;

  • (3) Determine the transaction price;

  • (4) Allocate the transaction price to the performance obligations in contracts; and

(5) Recognize revenue upon satisfaction of performance obligations.

The Group does not adjust the transaction price in a contract for the effects of a significant financing component, if the period between when the customer pays for the goods or services and when the entity transfers the goods or services is one year or less.

  • (1) Sale of goods

  • Sales revenue from goods mainly comes from the sales of galvanized steel coils, painted steel coils, steel pipes, electronic materials and Food and beverage sales. Sales revenue is recognized when the control of goods is passed to customers. Since customers have obtained the right to set the price and make use of the goods and assumed the responsibility for resale and risks of obsolescence, the Group recognizes revenue and accounts receivable at such time point, presented as the net amount after deducting sales returns, discounts and allowance.

When supplying materials for processing, control of the processed goods is not transferred, in which case it is not recognized as revenue.

When other party participates providing in goods or services to customers, the Group obtains control of the specified goods or services before they are transferred to the customers and, therefore, is acting as a principal in the transaction. On the contrary, the other party is acting as an agent. As the principal, the total amount of the consideration that is expected to be obtained in exchange for the transfer of goods or services is recognized as income. As an agent, the amount of any fees or commissions that the other party expected to obtain in exchange for the provision of goods or services, recognized as income. The charge or commission of the Group may be the net amount of the consideration. The income retained by the Group in exchange for goods or services is the amount retained after payment to the other party.

The Group offers award credits which can be used for future purchases when the customer shops (customer loyalty program). The award credits provide a material right to the customer. The transaction price allocated to the award credits is recognized as a contract liability when collected and will be recognized as revenue when the award credits are redeemed or have expired.

  • (2) Service revenue

Service revenue is recognized when the service is rendered. Revenue from service rendered in accordance with contracts is recognized in proportion to the completion of a contract.

  • (3) Room revenue is recognized when services are rendered to customers during the financial reporting periods. Customers pay the bills based on the agreed payment schedule.

  • (4) Revenue from construction contracts

  • A real estate contract is a construction contract under which the real estate units have been controlled by customers in the process of construction, in which case the Group recognizes revenue over time. Since construction costs are directly related to the stage of completion of performance obligations, the Group measures the stage of completion by the ratio of real costs incurred to date to total expected costs. The Group recognizes contract assets over the construction

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period, and transfers them to accounts receivables upon billing the customers. Where the construction proceeds received exceed the recognized amount, the difference is recognized as contract liability. Construction retainage, which is the amount withheld by customers in accordance with the contractual terms in order to assure that the Group will satisfy its contractual obligation, is recognized as a contract asset before the Group completes its performance obligation. If the outcome of the performance obligations cannot be measured reliably, construction revenue is recognized only to the extent of the expenses incurred for satisfaction of performance obligations that are expected to be recovered.

  • (5) Revenue from leases, dividends and interests

  • A. The rental revenue shall be recognized as revenue in the duration of the lease based on straight-line method.

  • B. Dividend revenue from investments is recognized when the rights of shareholders to receive payment are established, provided that the economic profits arising from such transaction are highly probable to flow to the Group and the amount of such benefits can be reliably measured.

  • C. Interest revenue is recognized based on outstanding principal and applicable effective interest according to passage of time on an accrual basis.

4.23 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of those assets until substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.

To the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset, the entity shall determine the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings. Except for those qualifying capitalization, all other borrowing costs are recognized as an expense in profit or loss as incurred.

5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND MAJOR SOURCES OF ASSUMPTION UNCERTAINTY

The Group takes into account the economic impact of changes in climates and related governmental policies and regulations on significant accounting estimates and reviews the basic assumptions and estimation on an ongoing basis. If a change in accounting estimate affects only the current period, the effect is recognized in the current period. If a change in accounting estimate affects both current and future periods, the effects are recognized in both periods.

In the preparation of the consolidated financial statements, the critical accounting judgments the Group has made and the major sources of estimation and assumption uncertainty are described as follows:

5.1 Critical judgements in applying accounting policies

(1) Revenue recognition

The Group follows IFRS 15 to determine if it controls the specified good or service before that good or service is transferred to the customer, and the Group is acting as a principal or an agent in that transaction. When the Group acts as an agent, revenue is recognized on a net basis.

The Group acts as a principal as that it meets one of the following situations:

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  • A. The Group gains control over the goods from the other party before transferring goods to customers.

  • B. The Group controls the right of providing service by the other party in order to control the ability of the party to provide service to customers.

  • C. The Group gain control over goods or service from the other party in order to combine with other goods or services to provide specific goods or services to customers.

The indicators (not limited to) which assist making judgment on whether the Group controls the goods or services before transferring goods or services to customers:

  • A. The Group has primary responsibilities for the goods or services it provides;

  • B. The Group bears inventory risk before transferring the specific goods or services to customer, or after transferring the control to customer (for example, if the customer has the right to return).

  • C. The Group has the discretion to set prices.

(2) Lease term

In determining the lease term, the Group considers all the facts and circumstances that generate an economic incentive to exercise (or not exercise) the option, including all expected change of facts and circumstances from the inception of commencement to the exercise of the option. The considerations include the contract clause and conditions of the period covered by the option, the significant leasehold improvements made (or expected) during the contract period, and the importance of the underlying assets to the Group's operations. The lease period is reassessed when significant events or major changes occur within the control of the Group.

5.2 Critical accounting estimates and assumptions

(1) Estimated impairment of financial assets

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise.

(2) Process of fair value measurement and evaluation

When the assets and liabilities at fair value with no active market, the Group determines whether to use outside appraisal and using proper evaluation techniques based on related regulation or its own judgment.

If the Level 1 input value is not available while evaluating, the Group refers to the analysis of the investee’s financial position and operating outcome, recent trading price, quotes on non-active market of same equity instrument, quotes on active market of similar equity instrument and evaluation multiples of comparable companies. If the future input value is different from expectation, the fair value might change. The Group updates input values quarterly according to the market status in order to monitor if the measurement of fair value is appropriate.

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(3) Impairment assessment of tangible and intangible assets

In the course of impairment assessments, the Group determines, based on how assets are utilised and relevant industrial characteristics, the useful lives of assets and the future cash flows of a specific group of the assets. Changes in economic circumstances or the Group’s strategy might result in material impairment of assets in the future.

(4) Impairment assessment of investments accounted for using the equity method

The Group assesses the impairment of an investment accounted for using the equity method once there is any indication that it might have been impaired and its carrying amount cannot be recoverable. The Group assesses the recoverable amounts of an investment accounted for using the equity method based on the present value of the Group’s share of expected future cash flows of the investee or the present value of expected cash dividends receivable from the investee and expected future cash flows from disposal of the investment, analyzing the reasonableness of related assumptions.

(5) Realisability of deferred tax assets

Deferred assets are recognised only to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be utilised. The Group’s management assesses the realisability of deferred tax assets by making critical accounting judgements and significant estimates of expected future revenue growth rate and gross profit rate, the tax exemption period, available tax credits, and tax planning, etc. Changes in global economic environment, industrial environment, and laws and regulations might result in material adjustments to deferred tax assets.

(6) Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value; thus, the Group estimates the net realizable value of inventory for obsolescence and unmarketable items on balance sheet date due to the rapid technology changes and writes down inventories to the net realisable value.

(7) Calculation of accrued pension obligations

When calculating the present value of defined pension obligations, the Group uses judgments and actuarial assumptions to determine related estimates, including discount rates and future salary increase rate. Changes in these assumptions may have a significantly impact on the carrying amount of defined pension obligations.

(8) Tenant's increase in borrowing interest rate

The fair values at the time of the decision to increase the borrowing rate of the lessee used in the lease payment, the risk-free interest rate and the same currency is used as the reference rate, and the estimated lessee's credit risk sticker and lease specific adjustments (such as asset-specific and secured factors) are taken into account.

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6. DETAILS OF SIGNIFICANT ACCOUNTS

6.1 Cash and cash equivalents

TAILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Item
Cash on hand
Checking account
Demand deposits
Cash equivalents
Time deposits (with original maturities
within three months)
Short-term notes and bills (with original
maturities within three months)
Quintuple stimulus voucher and
Kaohsiung voucher
Total
December 31
2022
$15,389
872,640
6,108,263
1,400,433
240,212
-
$8,636,937
2021
$12,285
1,120,200
5,871,748
169,380
-
35,916
$7,209,529
  • 1.The financial institutions dealing with the Group are credit worthy, and the Group’s transactions with a number of financial institutions to diversify credit risk are unlikely to be expected to default.

  • 2.The Group had no cash and cash equivalents pledged to others.

6 . 2 Financial assets at fair value through profit or loss

Item
Financial assets - current:
Non-derivative Financial assets
Mutual funds
Domestic unlisted preferred stock
Total
Financial liabilities - current:
Derivatives
Forward exchange contracts
Exchange interest rate swap contracts
Total
December 31 December 31
2022
$80,459
-
$80,459
$3,791
391
$4,182
2021

$28,449

261,002
$289,451

$ -

-

$ -
  • 1.The Group had no financial assets at fair value through profit or loss pledged to others.

  • 2.Please refer to Note 12(2) for credit risk management and evaluation method.

  • 3.The Group enters derivatives to hedge exchange rate risk of assets denominated in foreign currencies. However, as the Group does not plan on adopting hedge accounting, those contracts are accounted for as financial instruments at fair value through profit or loss upon initial recognition. Outstanding contracts are as follows:

229

  • (1) Forward exchange contracts: December 31, 2022:
Currency
USD(BUY)
RMB(SELL)
USD(BUY)
RMB(SELL)
Contract Period
August 22, 2022 to
August 24, 2023
September 9, 2022 to
September 14, 2023
Execution Rate
Contract Amount (in
thousands)
6.748
USD 10,000
6.847
USD 5,000

December 31, 2021:None

  • (2) Exchange interest rate swap contracts December 31, 2022:
Currency
USD(BUY)
RMB(SELL)
Contract period
August 22, 2022 to
August 24, 2023
Contract Amount
(in thousands)
USD 5,000
Interest rate paid
1%

Charge
interest range

0%

December 31, 2021:None

6.3 Notes receivable, net

Item
At amortized cost
Notes receivable
Less: Loss allowance
Net
December 31
2022
2021
$1,173,586
$441,374
(8)
(50)
$1,173,578
$441,324
2022
$1,173,586
(8)
$1,173,578
  • 1.As of December 31, 2022 and 2021, the Group pledged part of its notes receivable as collateral for its borrowings. Please refer to Note 8.

  • 2.Please refer to Note 7.3.5. for accounts receivable with related parties

  • 3.Please refer to Note 6.4 for the relevant disclosure of loss allowance for notes receivable.

  • 4.The Group has transferred the endorsement of the bank acceptance bills to the suppliers to pay the accounts payable and the endorsement was transferred to the bank for discounting. As the risks and rewards of the notes have been transferred, the Group has derecognized the bank acceptance bills and the corresponding accounts payable. The suppliers and the bank still have the right to request the Group to settle the payment if the outstanding bank acceptance notes are not fulfilled at the end of the period. Therefore, the Group continues to participate in the notes. The Group’s maximum loss of the continued involvement in the derecognized bank acceptance bills is the amount of bank acceptance bills that have been transferred but not yet matured. As of December 31, 2022 and 2021, the balances were RMB 171,895 thousand, and RMB 226,853 thousand, respectively. These notes will expire within 1~12 months after the balance sheet date. In consideration of the credit risk of the bank acceptance bills, the Group’s assessment of the fair value of its continuing involvement is not significant. The Group did not recognise any gains and losses on the transfer of the bank’s acceptance for the year ended December 31, 2022 and 2021.

230

6.4 Accounts receivable, net

Accounts receivable, net
Item
At amortized cost
Accounts receivable
Less: Loss allowance
Net
December 31
2022
2021
$1,817,962
$2,247,468
(4,009)
(5,814)
$1,813,953
$2,241,654
2022
$1,817,962
(4,009)
$1,813,953
  • A. The Group’s accounts receivables of sales of goods. The average credit period varies: 30~60 days for Carbon Steel Department, and interest-bearing deferred payment is allowed upon mutual agreement; 7~26 days for the sale of steel products; agreed days for the Engineering Department based on the contractual terms; and 60~90 days for other departments based on encounter parties’ industry characteristics, operation scale and profit status.

  • B. For the information about the Group’s accounts receivable pledged as collateral, please refer to Note 8 for details.

  • C. The Group factored part of its accounts receivables to banks without recourse. The Group had already transferred substantially all risks and rewards upon factoring the accounts receivables, which were thereby derecognized from the balance sheet. Please refer to Note 12 (4) for related information.

  • D. The Group applies the simplified approach to provisions for expected credit losses prescribed by IFRS 9, which permits the use of a lifetime expected credit losses provision for trade receivables. The expected credit losses on trade receivables are estimated by provision matrix and reference to past account aging records of the debtor, an analysis of the debtor’s current financial position, industrial trend. As the Group’s historical credit losses experience does not show significantly different loss patterns for different customer segments, the provision for losses based on past due status of receivables is not further distinguished between the Group’s different customer base.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, these are recognized in profit or loss.

The Group measures the allowance for notes receivable, accounts receivable according and contract assets to the provision matrix (including related parties):

December31,2022
Not past due
December 31, 2021
Not past due
Expected
credit loss
rate
0%-0.5%
Expected
credit loss
rate
0%-0.5%
Gross
carrying
amount
$3,442,560
Gross
carrying
amount
$2,861,473
Allowance for
doubtful
accounts (ECL)
($6,077)
Allowance for
doubtful
accounts (ECL)
($6,709)
Amortized
cost
$3,436,483
Amortized
cost
$2,854,764

231

Movements of the loss allowance for notes receivable and accounts receivable (including related parties) were as follows:

including related parties) were as follows:
Beginning balance
Add: Provision for impairment
Less: Reversal of Impairment Loss
Less: Write-offs
Impact of foreign exchange differences
Ending balance
Year Ended December 31
2022
$6,709
-
(722)
-
90
$6,077
2021
$5,982
713

-
(29)
43
$6,709

As of December 31, 2022 and 2021, the above provision has already taken into consideration collateral or other credit enhancement. The other credit enhancement (e.g., banker’s acceptance and L/C) possessed by above receivables were $2,409,072 thousand, and $2,116,074 thousand, respectively.

Please refer to Note 12(2) for the relevant credit risk management and assessment.

6.5 Other receivables

Other receivables
Item
Business tax refundable
Purchase allowance receivable
Proceeds receivable arising from sale of
funds
Interest receivable
Others
Total
Less: Loss allowance
Net
December 31
2022
$98,001
24,193
-
7,888
12,254
$142,336
-
$142,336
2021
$245,405

-
27,335

4,303
13,872
$290,915

-
$290,915

6.6 Inventories and operating cost

Inventories and operating cost
Item
Steel Department and other Non-heavy
Raw materials
Supplies
Work in progress
Finished goods
Process product
By-products and scraps
Subtotal
Heavy Industry Department:
Raw materials
Supplies
Subtotal
Total
December 31
2022
$4,185,040
487,462
1,118,924
3,673,509
17,225
218,514
9,700,674
208,089
7,228
215,317
$9,915,991
2021

$4,698,803

452,274

1,660,929

6,896,852

23,122

234,152

13,966,132

81,666

7,373

89,039

$14,055,171

232

1.Inventory gains (losses) recognized as cost of sales are as follows:

Item
Cost of inventories sold
Construction cost
Loss on retirement of Inventory
Unallocated manufacturing overhead
Inventory counting gain (loss)
Purchase and construction contract loss
(recovery gain)
Inventory valuation loss and obsolescence
loss (recovery gain)
Impact of foreign exchange difference
Total operating cost
Year Ended December 31 Year Ended December 31
2022
$73,818,282
409,599
5,089
490,986
1,069
(38,823)
(154,612)
188
$74,531,778
2021

$77,889,315

580,918

17,111

303,697

552

37,906

312,692

3,309

$79,145,500
  • 2.The Group recognized inventory valuation loss (recovery gain) of ($154,612) thousand and $312,692 thousand for the year ended December 31, 2022 and 2021, respectively, due to inventory's write-down to net realizable value, or the net realizable value of inventories recovered as a result of market stabilization that enabled the Group to raise prices on certain products.

  • 3.The Group has no inventories pledged to others for the year ended December 31, 2022 and 2021, respectively.

6.7 Prepayments

Prepayments
Item
Prepaid material purchase
Prepaid (overpaid) sales tax
Prepaid insurance
Prepaid sea freight
Prepaid syndicated loan arrangement fee
Other prepayments
Total
December 31
2022
2021
$2,139,187
$2,163,238
192,134
228,593
98,889
97,141
23,898
149,035
-
42,538
89,850
40,403
$2,543,688
$2,720,948
2022
$2,139,187
192,134
98,889
23,898
-
89,850
$2,543,688
  • 1.Prepaid syndicated loan arrangement fee was paid to the lead bank of syndicated loan. In December 2021, the Group entered a syndicated loan agreement with 9 joint lending banks including Bank of China, The syndicated loan agreement was first actually drawn in January 2022 and the arrangement fee was recognized as deduction of long-term loans.

  • 2.Please refer to Note 7.3.7. for prepayments with related parties

233

6.8 Other financial assets - current

Item
Time deposits within three months
Pledged demand deposits
Pledged time deposits
Total
December 31
2022
2021
$1,851,847
$96,861
493,423
423,168
184,410
611,488
$2,529,680
$1,131,517

6.9 Financial assets at fair value through other comprehensive income - noncurrent

Item
Equity instruments:
Domestic listed stocks
Domestic unlisted stocks
Subtotal
Valuation adjustment
Total
December 31
2022
2021
$45,000
$45,000
601,608
568,248
$646,608
$613,248
94,379
184,476
$740,987
$797,724
  1. The Group invests in domestic listed and unlisted stocks in accordance with its medium/long-term strategies and expects to make a profit through long-term investment. Management of the Group believes that it is not consistent with the afore-mentioned long-term investment planning if the short-term fair value changes of such investment are presented in profit or loss. Therefore, the Group elects to designate such investment as to be measured at FVTOCI.

  2. For related credit risk management and means of assessing, please refer to Note 12(2).

  3. As of December 31, 2022 and 2021, the Group had no financial assets at FVTOCI pledged as collateral.

6.10 Investments accounted for using equity method

Investee
Associates:
Associates with significance:
Eliter International Corp.
E-Da Development Corp.
Tangeng Iron Works Co., Ltd.
Yieh United Steel Corp.
Associates without significance
Total
December 31 December 31
2022
$3,977,292
1,079,042
4,376,491
4,559,176
2,120,792
$16,112,793
2021

$3,786,382

1,239,912

4,414,127

4,500,934

2,052,199

$15,993,554

234

1. Associates:

  • (1) Major associates of the Group are as follows:
CompanyName
Eliter International Corp.
E-Da Development Corp.
Tangeng Iron Works Co., Ltd.
Yieh United Steel Corp.
ShareholdingPercentage
December 31,2022 December 31,2021
43.56%
43.56%
34.38%
34.38%
31.16%
31.16%
30.51%
30.51%

Please refer to Table 9 and Table 10 in Note 13 for the nature of business, main operation location and countries of registration of the associates listed above.

  • (2) The summarized financial information in respect of the Group’s major associates is as follows:

  • A. Balance Sheets

The summarized financial information
s as follows:
A. Balance Sheets
in respect of the Group’s major associates in respect of the Group’s major associates
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Share in associates’ net assets
Unrealized loss from transactions
with associates
Carrying amount of associate
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Share in associates’ net assets
Unrealized loss from transactions
with associates
Carrying amount of associate
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Eliter International Corp.
December 31,2022 December 31,2021
$6,904,181
$7,201,584
5,111,114
4,938,621
1,438,125
2,606,211
1,301,991
697,067
$9,275,179
$8,836,927
$4,039,926
$3,849,039
(62,634)
(62,657)
$3,977,292
$3,786,382
E-Da Development Corp.
December 31,2022
December 31,2021
$415,062
$477,649
7,615,363
7,831,811
1,268,260
879,467
3,602,817
3,802,219
$3,159,348
$3,627,774
$1,086,314
$1,247,378
(7,272)
(7,466)
$1,079,042
$1,239,912
TangengIron Works Co.,Ltd.
December 31,2022 December 31,2021
$3,383,886
$6,013,103
23,281,565
23,420,763
2,510,042
3,929,425
10,109,287
11,337,528
$14,046,122
$14,166,913
December 31,2021
$477,649
7,831,811
879,467
3,802,219
$3,627,774
$1,247,378
(7,466)
$1,239,912
December 31,2022
$3,383,886
23,281,565
2,510,042
10,109,287
$14,046,122

235

Share in associates’ net assets
Unrealized loss from transactions
with associates
Carrying amount of associate
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Share in associates’ net assets
Unrealized loss from transactions
with associates
Carrying amount of associate
$4,376,491
-
$4,376,491
Yieh United
$4,414,127

-
$4,414,127
Steel Corp.
December 31,2022
$11,412,844
33,044,982
16,696,478
12,394,087
$15,367,261
$4,688,362
(129,186)
$4,559,176
December 31,2021
$13,210,694
33,496,778
22,226,992
9,492,536
$14,987,944
$4,573,141
(72,207)
$4,500,934

B.Statements of Comprehensive Income

Statements of Comprehensive Income
Operating revenue
Net income (loss)
Other comprehensive income (loss) (net
after tax)
Total comprehensive income (loss)
Dividends received from associate
Operating revenue
Net income (loss)
Other comprehensive income (loss) (net
after tax)
Total comprehensive income (loss)
Dividends received from associate
Operating revenue
Net income (loss)
Other comprehensive income (loss) (net
after tax)
Total comprehensive income (loss)
Dividends received from associate
Eliter International Corp.
2022
2021
$211,191
$316,081
(138,492)
(201,946)
(23,256)
23,256
($161,748)
($178,690)
$-
$-
E-Da Development Corp.
2021
$316,081
(201,946)

23,256
($178,690)
$-
2022
2021
607,090
$561,189
(416,509)
(376,515)
(51,917)
51,917
($468,426)
($324,598)
$-
$-
TangengIron Works Co.,Ltd.
2021
$561,189
(376,515)
51,917
($324,598)
$-
2022
$14,021,337
(224,948)
104,158
($120,790)
$-
2021
$16,813,060
1,586,251
30,654
$1,616,905
$-

236

Operating revenue
Net income (loss)
Other comprehensive income (loss) (net
after tax)
Total comprehensive income (loss)
Dividends received from associate
Yieh United Steel Corp. Yieh United Steel Corp.
2022
$44,439,777
(414,634)
798,680
$384,046
$-
2021
$52,515,518
4,734,265

(257,373)
$4,476,892
$-
  • (3)Shares of individually insignificant associates of the Group are summarized as follows:
follows:
Share of:
Net income
Other comprehensive income (loss) (net after tax)
Total comprehensive income (loss)
Year Ended December 31
2022
$86,485
(7,405)
$79,080
2021
$56,331
13,794
$70,125
  • (4)Associates of the Group with quoted prices in active market (Level 1 fair value inputs) are as follow:
inputs) are as follow:
Yieh United Steel Corp. (Note)
Tangeng Iron Works Co., Ltd.
Total
December 31
2022 2021
$6,970,672
3,898,645
$10,869,317
$5,027,222
3,462,433
$8,489,655
  • (Note): The fair value information above does not include shares acquired in private placement, which are not allowed to be transferred freely in open markets.

  • (5)For Skylark Hot Spring & Resort Corp., E-Da Tour Bus Corporation, E-Da Bus Transportation Co., Ltd., and E-Da Entertainment Co., the Group has significant influence over which as a result of being a director in such entities. Consequently, those entities are accounted for using equity method.

  • (6)After considering the amount and distribution of other shareholders which are not extremely dispersed, the Group is not able to lead the company’s activities. Thus, the Group has no control even though it holds 45%, 43.56%, 34.38% and 30.51% of Zheng Xin Security Co., Ltd., Eliter International Corp., E-Da Development Corp., and Yieh United Steel Corp. and is the single largest shareholder. The management of the Company believes the Group only had significant impact to these companies, so classified them as the associates.

  • (7)The Group participated in the private placement of Yieh United Steel Corp. in February 2017, and December 2015, and subscribed at $7 per share, with the total subscription amount of $204,876 thousand and $1,100,400 thousand, respectively. Pursuant to the Securities and Exchange Act, securities from private placement can only be traded freely in the open markets when they are held for three years from the delivery date and the issuer has to complete the supplementary procedures of public offering.

237

  • (8)Due to cross ownership and the adoption of equity method between the Group and Yieh United Steel Corp., an investee accounted for using equity method, investment gain (loss) is recognized using the treasury stock approach.

  • (9)All investments accounted for using equity method and the Group’s share of profit or loss and other comprehensive income in the investees, except for E United Japan Co., Ltd., which is calculated based on its unaudited financial statements, are calculated based on audited financial statements of those investees. However, the Group’s management believes unaudited financial statements of above investees would not have a significant impact on the Group.

  • (10)As of December 31, 2022 and 2021, the Group pledged part of its investments accounted for using equity method as collateral for its borrowings. Please refer to Note 8.

6.11 Property, Plant and Equipment

Property, Plant and Equipment
Item
Land
Buildings and structures
Machinery
Other equipment
Equipment to be inspected and construction in
progress
Total cost
Less: Accumulated depreciation
Accumulated impairment
Total
December 31
2022
$6,035,452
17,482,024
41,153,023
10,978,501
537,554
$76,186,554
(30,077,317)
(333,525)
$45,775,712
2021
$6,008,209
17,399,842
40,705,311
10,555,826

447,564
$75,116,752

(27,939,956)
(332,783)
$46,844,013
Cost
Balance, January 1, 2022
Additions
Transferred to expenses
Disposals
Transferred to Investment
properties
Transferred to Right-of-use
asset
Reclassification
Impact of foreign exchange
differences
December 31, 2022
Accumulated depreciation
andimpairment
Balance, January 1, 2022
Depreciation
Disposals
Impact of foreign exchange
differences
December 31, 2022
Land Buildings and
structures
Machinery Otherequipment Equipment to be
inspected and
construction in
progress
Total
$6,008,209
100,271
-
-
(73,028)
-
-
-
$17,399,842

44,479

-

(6,870)

-

-

4,007

40,566
$40,705,311
65,486
-
(77,622)
-
-
179,641
280,207
$10,555,826
418,981
-
(215,319)
-
-
192,176
26,837

$447,564

500,447

(16,412)

-

-

(18,949)

(375,824)

728
$75,116,752
1,129,664
(16,412)
(299,811)
(73,028)
(18,949)
-
348,338
$6,035,452 $17,482,024 $41,153,023 $10,978,501
$537,554
$76,186,554
$ -
-
-
-

$4,275,703

371,329

(6,050)

19,983
$21,405,217
1,236,451
(65,400)
83,724
$2,413,626
692,329
(214,023)
19,760

$178,193

-

-

-
$28,272,739
2,300,109
(285,473)
123,467
$ -
$4,660,965
$22,659,992 $2,911,692
$178,193
$30,410,842

238

Cost Land Buildings and
structures
Machinery Otherequipment Equipment to be
inspected and
construction in
progress
Total
$6,008,209
-
-
-
-
-
$8,485,254
257,975

-
(111,829)
8,782,632

(14,190)
$40,118,043
71,629
-
(167,843)
779,915
(96,433)
$3,230,583
641,115
-
(158,977)
6,851,974
(8,869)
$15,077,536
1,797,188

(9,641)
(2,700)
(16,414,521)

(298)
$72,919,625
2,767,907
(9,641)
(441,349)
-
(119,790)
Balance, January 1, 2021
Additions
Transferred to expenses
Disposals
Reclassification
Impact of foreign exchange
differences
Balance, December 31, 2021
Accumulated depreciation
andimpairment
$6,008,209 $17,399,842 $40,705,311 $10,555,826 $447,564 $75,116,752
$ -
-
-
-
$4,020,095
323,957
(63,981)

(4,368)
$20,384,550
1,200,663
(151,812)
(28,184)
$2,114,707
462,332
(157,283)
(6,130)
$178,193
-
-

-
$26,697,545
1,986,952
(373,076)
(38,682)
Balance, January 1, 2021
Depreciation
Disposals
Impact of foreign exchange
differences
Balance, December 31, 2021
$ - $4,275,703 $21,405,217 $2,413,626 $178,193 $28,272,739
  • 1.Reconciliations of current additions and the acquisition of property, plant and equipment in statement of cash flows were as follows:
Item
Increase in property, plant and equipment
Increase/decrease in payables for purchase of
equipment
Cash paid for acquisition of property, plants and
equipment
Year Ended December 31
2022
2021
$1,129,664
$2,767,907
413,136
1,595
$1,542,800
$2,769,502
2022
$1,129,664
413,136
$1,542,800
  • 2.Please refer to Note 6.35 for details of the amount of capitalized borrowing costs.

  • 3.Impairment losses for property, plant and equipment recognized for 2022 and 2021 were both $0 thousand.

  • 4.For the years ended December 31, 2022 and 2021, the Group performed an assessment on the property, plant and equipment that indicated impairment. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. The Group recorded an impairment loss which amounted to $333,525 thousand and $332,783 thousand, respectively.

  • 5.For the information about property, plant and equipment pledged as collateral, please see Note 8 for details.

  • 6.The Group’s land amounting to both $78,568 thousand as of December 31 2022 and 2021 is unable to be registered under the name of the Group due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.

239

6.12 Lease Agreement

A. Right-of-use asset

Item December 31 December 31 December 31
2022
$508,366
41,580
$549,946
(60,178)
-
$489,768
Building
2021
Land $504,457
36,842

$541,299
(44,174)
-
$497,125
















Total
$36,842
705
-
-
4,033

$541,299

3,088

18,949

(20,900)

7,510
$41,580
$549,946
$16,200
6,115
-
1,971
$44,174

17,188

(3,330)

2,216
$24,286
$60,178
Building Total
$37,907
-
(1,065)
$524,509
19,049
(2,259)
$36,842 $541,299
$11,004
5,568
(372)
$28,511

16,090
(427)
$16,200
$44,174

B. Lease liabilities

. Lease liabilities
Item
Carrying amount of lease liabilities
-
current
-
noncurrent
December 31
2022
$9,674
$60,060
2021

$13,713

$78,393

240

The discount rate interval for lease liabilities is 1.9661%-2.4%.

Please refer to Note 12(2) for lease liabilities with repayment periods.

  • C. Significant lease activities and clause

The Group rented land and buildings for operation. The lease terms range from 1 to 30 years. Part of the lease may be extended with its duration and is calculated based on the area of the land leased and the rate based on the announced land value of the current year. In accordance with the contract, without the lessor’s consent, the Group is not allowed to sublet the leased object to the third party. There is no sign of impairment of right-of-use assets, hence the Group didn’t assess the impairment as of December 31, 2022 and 2021.

  • D. Other lease information:

  • (1) The current lease relevant expense information was as follows:

Item
Short-term lease expense
Gross cash outflow (Note)
Year Ended December 31
2022
2021
$24,567
$19,647
$34,504
$27,740
2022
$24,567
$34,504

(Note): Including principle paid for lease liability.

  • E. For the information about right-of-use assets pledged as collateral, please see Note 8 for details.

6.13 Investment properties

Item
Land
Less: Accumulated depreciation
Accumulated impairment
Total
December 31
2022
2021
$197,966
$124,968
-
-
(68,009)
(68,009)
$129,987
$56,959
2022
$197,966
-
(68,009)
$129,987
  1. Investment properties and accumulated depreciation and impairment c hanges are as follows
lows
Cost
Balance, January 1, 2022
Property, plant and equipment transferred in
Balance, December 31, 2022
Accumulated depreciation and impairment
Balance, January 1, 2022
Depreciation
Balance, December 31, 2022
Cost
Balance, January 1, 2021
Disposals
Impact of foreign exchange differences
Balance, December 31, 2021
Land Buildings Total
$124,968
73,028

$ -

-

$124,968

73,028
$197,996
$-

$197,996
$68,009
-

$ -

-

$68,009

-
$68,009
$-

$68,009
Land
$124,968
-
-
$124,968
Buildings
$47,006
(46,755)
(251)
$-
Total
$171,974

(46,755)
(251)
$124,968

241

Accumulated depreciation and impairment $68,009
-
-
-
$2,382
210
(2,579)
(13)
$-
$70,391
210

(2,579)
(13)
Balance, January 1, 2021
Depreciation
Disposals
Impact of foreign exchange differences
Balance, December 31, 2021
$68,009 $68,009
  • 2.Rental revenue and direct operating expenses of investment properties:
Item
Rental revenue from investment properties
Direct operating expenses incurred by the
investment properties with rental revenue
generating in current period
Direct operating expenses incurred by the
investment properties with no rental revenue
generating in current period
Year Ended December 31 Year Ended December 31
2022
$ -
$-
$156
2021

$ -
$-
$493
  • 3.As of December 31, 2022 and 2021, the fair values of investment properties held by the Group were $546,480 thousand and $119,492 thousand, respectively, which were based on evaluation appraised by independent appraisers as of December 2021. Such evaluation adopted the comparative approach by reference to the market evidence similar to the real estate transaction prices. Those are Level 3 fair value inputs. Please refer to Note 12(3). The Group believes that there would not be any material fluctuation in the fair value of such investment properties after their appraisal. Appraisal will be taken place every two years on the investment properties.

  • For the information about investment properties pledged as collateral, please see Note 8 for details.

  • The Group’s land amounting to both $8,987 thousand as of December 31, 2022 and 2021 is unable to be registered under the name of the Group due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.

6.14 Intangible assets

Intangible assets
Item
Mineral right
Trademarks
Others
Total cost
Less: Accumulated amortization
Accumulated impairment
Net
December 31
2022
$464,202
8,207
52,769
$525,178
(211,068)
-
$314,110
2021
$464,202
8,207
46,878
$519,287
(160,036)

-
$359,251

242

Cost
Balance, January 1, 2021
Additions
Balance, December 31,2021
Accumulated amortization and
impairment
Balance, January 1, 2021
Amortization
Balance, December 31, 2021
Cost
Balance, January 1, 2022
Additions
Balance, December 31,2022
Accumulated amortization and
impairment
Balance, January 1, 2022
Amortization
Balance, December 31, 2022
Mineral right
$464,202
-
$464,202
$115,350
38,450
$153,800
Mineral right
$464,202
-
$464,202
$153,800
38,450
$192,250
Trademarks
$8,207
-
$8,207
$ -
308
$308
Trademarks
$8,207
-
$8,207
$308
410
$718
Others Total
$46,878

5,891
$519,287
5,891

$52,769
$525,178

$5,928

12,172
$160,036

51,032

$18,100

$211,068
Others Total
$17,406
29,472
$489,815
29,472
$46,878 $519,287
$118
5,810
$115,468

44,568
$5,928 $160,036

6.15 Other non-current assets

Other non-current assets
Item
Intangible exploration and evaluation assets
Other
Total
Less: Accumulated impairment
Net
December 31
2022
$12,497
3,411
15,908
(12,497)
$3,411
2021
$12,412
6,821
19,233
(12,412)
$6,821

The above-mentioned intangible exploration and evaluation assets are mainly the rights to explore nickel laterite ores, which will be reclassified as “Intangible assets - drilling rights to minerals” when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable in the future. However, due to external environmental factors, the construction progress of the smelter was delayed, and the mineral resources have been unable to be exploited and used, after evaluating the recoverable value in the future. The Group recorded an impairment loss which amounted to $85 thousand and $12,412 thousand for the year ended December 31, 2022 and 2021, respectively.

243

6.16 Refundable deposits

Item
Performance deposits
Deposits
Deposit for dumping margins
Others
Total
December 31
2022
2021
$92,274
$662
32,416
33,194
2,333
2,098
22,648
23,880
$149,671
$59,834

An antidumping investigation into the corrosion-resistant steel sold from Taiwan, conducted by the Department of Commerce of the U.S. in June 2015, had completed in July 2016, with an official announcement that all corrosion resistant products manufactured in or sold from Taiwan must temporarily bear a dumping margin duty. The custom was also instructed to impose a temporary dumping margin on all entries of merchandise sold by the Group to the U.S. that had been covered by the investigation. The antidumping duty is imposed by the U.S. using the retrospective system. If the provisional tax rate paid was higher than the final survey result. The difference between the tax rate paid and the final survey result is presented as “refundable deposit”, otherwise, presented as “other payables”.

6.17 Short-term Loans

Type of Loan
Credit loans
Credit for material purchase
Mortgage loans
Total
December 31,2022
Amount
Interest Rate
$8,930,121
1.56%~6.96%
4,388,050
1.91%~3.13%
272,000
2.70%~3.15%
$13,590,171
Type of Loan
Credit loans
Credit for material purchase
Mortgage loans
Total
December 31,2021
Amount Interest Rate
1.39%~5.25%
1.12%~2.55%

1.81%~2.83%
$6,667,992
6,647,476
590,000
$13,905,468

Some financial assets, and property, plant, and equipment, investment properties, notes receivable, and accounts receivable are pledged as collateral for short-term loans. Please refer to Note 8 for details.

6.18 Short-term notes and bills payable

Item
Commercial paper payable
Less: Unamortized discount
Net
Interest Rate Range
December 31
2022
2021
$1,705,000
$1,358,900
(3,299)
(2,674)
$1,701,701
$1,356,226
1.86%-3.30%
1.69%-2.74%
2022
$1,705,000
(3,299)
$1,701,701
1.86%-3.30%

244

The Group pledged some of its property, plant, and equipment, and investment properties as collateral for some of its short-term bills payable. Please refer to Note 8 for details.

6.19 Other Payables

Other Payables
December 31
Item 2022 2021
Compensations payable $762,728 $764,824
Equipment payable 76,632 489,768
Export and transportation expenses 100,527 170,894
Tax payable 251,304 140,886
Utility expense payable 64,013 66,318
Dumping margins payable 72,744 62,154
Business tax payable 92,332 57,302
Interest payable 77,615 55,075
Consumables payable 15,036 27,942
Cash dividends payable - from previous
period
22,879 22,980
Repairing charges payable 22,296 22,713
Compensation and remuneration payable
to employees and directors - current period
3,378 18,955
Others 326,443 474,121
Total $1,887,927 $2,373,932

1.Please refer to Note 7.3.6. for related party transactions.

2.Please refer to Note 6.16 for dumping margins payable.

6.20 Provisions - current

Provisions - current
Item
Employee benefits
Warranty
Onerous contract
Derecognized liabilities
Total
December 31
2022
$96,406
2,931
2,352
-
$101,689
2021
$90,693
3,171

41,175

-
$135,039
Item
January 1, 2022
Recognized in current period
Write-off in current period
December 31, 2022
Employee
benefits
$90,693
96,406
(90,693)
$96,406
Warranty
$3,171
2,931
(3,171)
$2,931
Onerous
contract
$41,175
2,352
(41,175)
$2,352
Derecognized
liabilities

$ -

-

-

$ -
Total
$135,039
101,689
(135,039)
$101,689

245

Item
January 1, 2021
Recognized in current period
Write-off in current period
December 31, 2021
Employee
benefits
$83,394
90,693
(83,394)
$90,693
Warranty
$3,469
3,171
(3,469)
$3,171
Onerous
contract
$3,269
41,175
(3,269)
$41,175
Derecognized
liabilities

$3,670

-
(3,670)

$ -
Total
$93,802
135,039
(93,802)
$135,039
  • 1.Provision for employee benefits is an estimate of the short-term service leave vested to employees.

  • 2.The Group’s “provision for warranty” is the warranty for the sales of electronic products, and is estimated based upon the historical warranty data of such products.

  • 3.Provision for onerous contract is the unavoidable costs of irrevocable purchase contract which exceeds the economic benefits expected to be received and the expected loss of construction contract.

6.21 Long-term Loans and Current Portion of Long-term Loans

Item
Bank syndicated loans:
The Company
Subsidiaries
Subtotal
Secured loans from banks
Unsecured loans from banks
Other financial institutions
Total
Less: Unamortized discount
Less: Current portion
Long-term loans
Interest rate range
December 31 December 31
2022
$9,340,000
28,105,434
$37,445,434
371,540
976,503
-
$38,793,477
(116,189)
(4,212,832)
$34,464,456
1.62%-6.85%
2021

$8,900,000

26,693,011

$35,593,011

489,920

689,078

9,944

$36,781,953

(109,531)
(4,645,390)

$32,027,032

1.15%-5.38%
  1. Please refer to Note 8 for the collateral of the above bank loans.

  2. According to syndicated loan agreements with banks, the Group needs to maintain several financial ratios, including current ratio, liability ratio and interest coverage ratio, at a certain level, calculated based on the audited annual consolidated financial statements and the reviewed semi-annual consolidated financial statements or the audited annual financial statements of subsidiaries for the duration of the contracts. Since the Group failed to meet certain financial ratios in 2022, it needed to pay to the managing bank a compensation at 0.125% of the loan balance within agreed time, or was subject to 0.15% incremental on its interest rate. However, this is not seen as a breach of contract.

246

6.22 Long-term Deferred Revenue

The subsidiary, Tianjin Lianfa Precision Steel Corporation Beneficiary, had received a subsidy for engineering construction from the Tianjin Economic Technological Development Area of RMB 11,470 thousand in 2006. As it is a government grant associated with assets, donation income would be recognized based on percentage used for the recognition of depreciation expense. Details are set out below:

Item
Deferred revenue from government grants:
Subsidy for engineering construction
Less: Accumulated revenue recognized
Ending balance
December 31 December 31
2022
$50,576
(26,298)
$24,278
2021
$49,797
(23,901)

$25,896

6.23 Benefit Plan After Retirement

  • 1.Defined contribution plan

  • (1) The pension system based on the Labor Pension Act which is applicable to the Group’s domestic entities resided in the R.O.C. is a defined contribution plan managed by government. Companies would make monthly contribution equal to 6% of each employee's monthly salary to the employees' individual pension accounts at the Bureau of Labor Insurance. Subsidiaries outside the R.O.C. also participate in the local defined contribution plan and makes contribution to the local government accordingly.

  • (2) The Group recognized pension expense of $173,535 thousand and $147,182 thousand for the year ended December 31, 2022 and 2021, respectively.

  • 2.Defined benefit plans

  • (1) The pension plan under the Labor Standards Law, which is applicable to the Group’s domestic entities, is a defined benefit pension plan managed by the government. Under the defined benefit pension plan, pension benefits are based on the average monthly salaries and wages of the last 6 months prior to retirement and the duration of employment. Those companies contribute monthly an amount equal to 6% ~ 10% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, under the name of the independent retirement fund committee. Before the end of year, if the balance at the retirement fund is not sufficient to cover all employees retiring next year, a lump-sum deposit should be made before March-end of the following year to cover the difference. The retirement fund is managed by the Bureau of Labor Funds, Ministry of Labor. The Group does not have rights to influence its investment management strategy.

  • (2) The amounts recognized in the consolidated balance sheet for obligation from defined benefit plans are as

defined benefit plans are as
Item
Present value of defined benefit
obligations
Fair value of planned assets
Net defined benefit liability
December 31
2022
$1,575,685
(1,260,572)
$315,113
2021
$1,660,851
(1,184,630)
$476,221

247

Recorded as:
Net defined benefit assets - Noncurrent
Net defined benefit liability -
Noncurrent
Total
($18,747)
333,860
$315,113
($1,220)
477,441
$476,221

(3) Movements in net defined benefit liability are as follows:

Item
Balance as of January 1
Cost of service
Current service cost
Past service cost
Interest expense (income)
Recognized in profit and loss
Remeasurement
Return on plan asset
Actuarial (gains) losses -
Effect of change in financial
assumptions
Experience adjustment
Recognized in other comprehensive
income
Pension fund contribution
Paid pension
Balance as of December 31
Item
Balance as of January 1
Cost of service
Current service cost
Interest expense (income)
Recognized in profit and loss
Remeasurement
Return on plan asset
Actuarial (gains) losses -
Effect of change in demographic
assumptions
Effect of change in financial
assumptions
Experience adjustment
Recognized in other comprehensive
income
Year Ended December 31,2022 Year Ended December 31,2022 Year Ended December 31,2022
Present value of
defined benefit
obligations
Fair value of
planned assets
Net defined
benefit liability
$1,660,851
($1,184,630)
$476,221
2,976
-
2,976
1,737
-
1,737
11,352
(8,209)
3,143
16,065
(8,209)
7,856
-
(92,114)
(92,114)
(69,746)
-
(69,746)
62,209
-
62,209
(7,537)
(92,114)
(99,651)
-
(67,100)
(67,100)
(93,694)
91,481
(2,213)
$1,575,685
($1,260,572)
$315,113
Year Ended December 31,2021
Net defined
benefit liability
$476,221

2,976

1,737
3,143
7,856

(92,114)

(69,746)

62,209

(99,651)

(67,100)

(2,213)
$315,113
Present value of
defined benefit
obligations
$1,603,957
4,461
4,902
9,363
-
2,798
(56,896)
169,107
115,009
Fair value of
planned assets
($1,174,998)
-
(3,686)
(3,686)
(17,586)
-
-
-
(17,586)
Net defined
benefitliability
$428,959
4,461
1,216
5,677
(17,586)
2,798
(56,896)
169,107
97,423

248

Pension fund contribution
Paid pension
Balance as of December 31
-
(67,478)
$1,660,851
(55,838)
67,478
($1,184,630)
(55,838)
-
$476,221
  • (4) Through the pension plan under the Labor Standards Law, the Group is exposed to the following risks:

  • A. Investment risk

The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government's designated authorities or under the mandated management by Bureau of Labor Funds, Ministry of Labor. However, the rate of return on the Group’ s planned assets shall not be less than the average interest rate on a two-year time deposit published by the local banks.

B.Interest rate risk

A decrease in the government bond interest rate will increase the present value of the defined benefit obligation, however, the return on the debt investments of the plan assets will also increase. Those two will partially offset each other. C.Salary risk

The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

  • (5) The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions adopted on the valuation date were as follows:
valuation date were as follows:
Item
Discount rate
Future salary increase rate
Average maturity period of defined
benefit obligations
Measurement date
December 31,2022
1.25%
2.00%
7-8 years
December 31,2021
0.65%-0.70%
2.00%
7.7-8 years
  • A. Assumptions on future mortality experience are set based on the 5th Taiwan Standard Ordinary Experience Mortality Table.

  • B. If a reasonable change in one of the principal assumptions for actuarial valuation occurred and all other assumptions were held constant, the increase (decrease) in the present value of defined benefit obligation would be as follows:

follows:
Item
Discount rate
Increase by 0.25%
Decrease by 0.25%
Expected growth rate of salaries
Increase by 0.25%
Decrease by 0.25%
December 31
2022
($30,516)
$31,432

$32,081
($31,209)
2021
($34,952)
$36,070
$36,625
($35,569)

The sensitivity analysis presented above may not be representative of the

249

actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

  • (6) The Group expects to make contributions of $62,969 thousand to the pension plans for the year ended December 31, 2023.

6.24 Common Stock

  • 1.Quantities and values of the Company’s outstanding common shares at the beginning and ending of periods were as follows:
Item
January 1
Capitalization of earnings
December 31
Item
January 1
Capital increase in cash
December 31
Year Ended December 31,2022
Shares
(thousand shares)
Amount
1,890,569
$18,905,695
94,529
945,285
1,985,098
$19,850,980
Year Ended December 31,2021
Year Ended December 31,2022
Shares
(thousand shares)
Amount
1,890,569
$18,905,695
94,529
945,285
1,985,098
$19,850,980
Year Ended December 31,2021
Shares
(thousand shares)
1,890,569
-
1,890,569
Amount
$18,905,695
-
$18,905,695
  • 2.As of December 31, 2022, the Company had an authorized capital of $30,000,000 thousand with 3,000,000 thousand shares.

  • 3.The Company’s shareholders’ meeting held on June 23, 2022 resolved to capitalize earnings of $945,285 thousand. The plan was approved by FSC on July 15, 2022 and 94,529 thousand shares of common share at the par value of $10 were issued. The record date for capital increase was set on September 5, 2022.

6.25 Capital Surplus

Item
Share premium
Treasury stock transaction
Difference between the price received
from acquisition or disposal of a
subsidiary and its book value
Change in ownership interests in
subsidiaries accounted for using equity
method
Changes in associates and joint ventures
recognized under equity method
Total
December 31 December 31
2022
$4,060,366
600,112
218,574
8,665
39,585
$4,927,302
2021

$4,060,366

600,112

218,574

8,665

41,132

$4,928,849

250

Under the Company Act, capital surplus arising from shares issued at premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, capital surplus may be used for issuing new shares or distributing cash in proportion to shareholders' original holdings. In accordance with regulations in the Securities and Exchange Act, when the above-mentioned capital surplus is used for capitalization, the total amount every year shall not exceed 10% of the paid-in capital. The Company may use capital surplus to offset loss only when the amount of earnings and reserves are insufficient to offset the loss. The capital surplus generated from investment under equity method shall not be used for any purposes.

6.26 Retained Earnings

  • 1.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.

  • 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.

  • 2.Legal reserves may only be used for offsetting deficits and issuing new shares or distributing cash in proportion to shareholders’ original holdings. However, when new shares are issued or cash is distributed, the amount shall be limited to 25% of the reserves in excess of the paid-in capital.

  • 3.Special reserve

Item
Provision for debit balance of other equity
Provision upon initial application of IFRSs
Total
December 31 December 31
2022
$457,289
327,758
$785,047
2021
$378,835
327,758
$706,593
  • (1) The Company may allocate earnings only after providing special reserve for debt balance in other equity on the date of balance sheet, and the reversal of debit balance in other equity, if any, may be stated into allocable earnings.

251

  • (2) On March 9, 2022, the Board of Directors of the Company proposed to amend the Articles of Incorporation of the Company to expressly stipulate that when the special surplus reserve is set aside to the net debit balance of other equity items accumulated in the previous period, if the undistributed earnings in the previous period is insufficient, the net income after tax for the current period plus item other than the net income after tax will be set aside in the undistributed earnings for the current period. Prior to the amendment, the Company shall set aside earning in accordance with the provisions of Order No. 1010012865 of the Financial Management Certificate and Order no. 1030006415 of the Financial Management Certificate.

  • The Company’s appropriation of earnings for 2021 and 2020 had been proposed by the shareholders’ meeting on June 2022 and August 2021. Details were summarized below:

Earnings appropriation
proposal
Dividends
per share (NTD)
Item
2021
2020
2021
2020
Legal reserve
$511,379
$16,374
special reserve
78,454
147,361
Common cash dividends
945,285
-
0.5
-
Common stock dividends
945,285
-
0.5
-
Total
$2,480,403
$163,735
5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was
approved by the Board of Directors of the Company.
6.Information about earnings distribution approved by the Board of Directors and
resolved by the shareholders meeting is available at the Taiwan Stock Exchange
Market Observation Post System website.
6.27 Other Equity Items
Item
Exchange
differences on
translation of
foreign
financial
statements
Unrealized gain
(loss) on financial
asset at fair value
through other
comprehensive
income
Gain (loss) on
hedging
instruments
Total
Balance, January 1, 2022
($1,426,033)
$386,525
$6,546 ($1,032,962)
Exchange differences on
translation of foreign financial
statements
154,580
-
-
154,580
Unrealized gain (loss) on
financial assets at fair value
through other comprehensive
income
-
(89,571)
-
(89,571)
Share of associates and joint
ventures accounted for using
equity method
307,306
(166,129)
4,407
145,584
Balance, December 31, 2022
($964,147)
$130,825
$10,953
($822,369)
Earnings appropriation
proposal
Dividends
per share (NTD)
Item
2021
2020
2021
2020
Legal reserve
$511,379
$16,374
special reserve
78,454
147,361
Common cash dividends
945,285
-
0.5
-
Common stock dividends
945,285
-
0.5
-
Total
$2,480,403
$163,735
5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was
approved by the Board of Directors of the Company.
6.Information about earnings distribution approved by the Board of Directors and
resolved by the shareholders meeting is available at the Taiwan Stock Exchange
Market Observation Post System website.
6.27 Other Equity Items
Item
Exchange
differences on
translation of
foreign
financial
statements
Unrealized gain
(loss) on financial
asset at fair value
through other
comprehensive
income
Gain (loss) on
hedging
instruments
Total
Balance, January 1, 2022
($1,426,033)
$386,525
$6,546 ($1,032,962)
Exchange differences on
translation of foreign financial
statements
154,580
-
-
154,580
Unrealized gain (loss) on
financial assets at fair value
through other comprehensive
income
-
(89,571)
-
(89,571)
Share of associates and joint
ventures accounted for using
equity method
307,306
(166,129)
4,407
145,584
Balance, December 31, 2022
($964,147)
$130,825
$10,953
($822,369)
Earnings appropriation
proposal
Dividends
per share (NTD)
Item
2021
2020
2021
2020
Legal reserve
$511,379
$16,374
special reserve
78,454
147,361
Common cash dividends
945,285
-
0.5
-
Common stock dividends
945,285
-
0.5
-
Total
$2,480,403
$163,735
5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was
approved by the Board of Directors of the Company.
6.Information about earnings distribution approved by the Board of Directors and
resolved by the shareholders meeting is available at the Taiwan Stock Exchange
Market Observation Post System website.
6.27 Other Equity Items
Item
Exchange
differences on
translation of
foreign
financial
statements
Unrealized gain
(loss) on financial
asset at fair value
through other
comprehensive
income
Gain (loss) on
hedging
instruments
Total
Balance, January 1, 2022
($1,426,033)
$386,525
$6,546 ($1,032,962)
Exchange differences on
translation of foreign financial
statements
154,580
-
-
154,580
Unrealized gain (loss) on
financial assets at fair value
through other comprehensive
income
-
(89,571)
-
(89,571)
Share of associates and joint
ventures accounted for using
equity method
307,306
(166,129)
4,407
145,584
Balance, December 31, 2022
($964,147)
$130,825
$10,953
($822,369)
Earnings appropriation
proposal
Dividends
per share (NTD)
Item
2021
2020
2021
2020
Legal reserve
$511,379
$16,374
special reserve
78,454
147,361
Common cash dividends
945,285
-
0.5
-
Common stock dividends
945,285
-
0.5
-
Total
$2,480,403
$163,735
5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was
approved by the Board of Directors of the Company.
6.Information about earnings distribution approved by the Board of Directors and
resolved by the shareholders meeting is available at the Taiwan Stock Exchange
Market Observation Post System website.
6.27 Other Equity Items
Item
Exchange
differences on
translation of
foreign
financial
statements
Unrealized gain
(loss) on financial
asset at fair value
through other
comprehensive
income
Gain (loss) on
hedging
instruments
Total
Balance, January 1, 2022
($1,426,033)
$386,525
$6,546 ($1,032,962)
Exchange differences on
translation of foreign financial
statements
154,580
-
-
154,580
Unrealized gain (loss) on
financial assets at fair value
through other comprehensive
income
-
(89,571)
-
(89,571)
Share of associates and joint
ventures accounted for using
equity method
307,306
(166,129)
4,407
145,584
Balance, December 31, 2022
($964,147)
$130,825
$10,953
($822,369)
Dividends
per share (NTD)
Dividends
per share (NTD)
Balance, January 1, 2022
Exchange differences on
translation of foreign financial
statements
Unrealized gain (loss) on
financial assets at fair value
through other comprehensive
income
Share of associates and joint
ventures accounted for using
equity method
Balance, December 31, 2022
($1,426,033)
154,580
-
307,306
$386,525
-
(89,571)
(166,129)
$6,546
-
-
4,407
($1,032,962)

154,580

(89,571)

145,584
($964,147) $130,825 $10,953
($822,369)

252

Item Exchange
differences on
translation of
foreign
financial
statements
Unrealized gain
(loss) on financial
asset at fair value
through other
comprehensive
income
Gain (loss) on
hedging
instruments
Total
Balance, January 1, 2021
Exchange differences on
translation of foreign financial
statements
Unrealized gain (loss) on
financial assets at fair value
through other comprehensive
income
Share of associates and joint
ventures accounted for using
equity method
Disposal of unrealized gain
(loss) on financial assets at fair
value through other
Balance, December 31, 2021
($1,187,536)
(156,617)
-
(81,880)
-
$226,643
-
93,030
68,277
(1,425)
$6,384
-
-
162
-
($954,509)

(156,617)

93,030

(13,441)

(1,425)
($1,426,033) $386,525 $6,546 ($1,032,962)

6.28 Treasury stock

  • 1.Purpose of treasury stock and changes in quantity:

Unit: Thousand Shares

Year EndedDecember31,2022 Year EndedDecember31,2022 December31
9,233
January1
-
Addition
9,233
Reduction
-

Year Ended December 31, 2021:None

  • 2.In order to protect the Group’s credit and shareholders’ equity, the Board of Directors resolved on October 17, 2022 to repurchase 30,000 thousand shares from October 18 to December 17, 2022. The number of shares repurchased by the Group as of December 17, 2022 was 9,233 thousand shares, with the amount of $133,898 thousand.

  • 3.Pursuant to the Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Group’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realized capital surplus.

  • 4.Pursuant to the Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to shareholder’s rights before it is reissued.

253

6.29 Non-controlling Interest

Item
Beginning balance
Share attributable to non-controlling interest:
Net income (loss) for the current year
Other comprehensive income (loss) of the year
Remeasurement of defined benefit plans
Exchange differences on translation of foreign financial
statements
Unrealized gain (loss) on financial asset at fair value through
other comprehensive income
Share of associates and joint ventures accounted for using equity
method
Remeasurement of defined benefit plans
Exchange differences on translation of foreign financial
statements
Unrealized gain (loss) on financial asset at fair value through
other comprehensive income
Gain (loss) on hedging instruments
Changes in associates and joint ventures recognized under equity
method
Increase in non-controlling interest - capital increase by cash
Decrease in non-controlling interest - sell
Decrease in non-controlling interest - capital reduction
Decrease in non-controlling interest - cash dividends
Increase (decrease) in non-controlling interests
Ending balance
Year Ended December 31 Year Ended December 31
2022
$1,391,237

(287,402)

5,820
6,414
(527)

867
5,689
(2,390)
83
(12)
86,544
(1)
-
(8,716)
11,629
$1,209,235
2021
$1,361,903
17,615
(4,251)
(1,259)
132
(14)
(1,454)
2,193
3
6
10,000
(1)
(3,541)
-
9,905
$1,391,237

6.30 Operating Revenue

Operating Revenue
Item
Revenue from contracts with customers
Sales revenue
Construction revenue
Other operating revenue(Note)
Realized (unrealized) profits from sales
Total sales revenue from contracts with customers
Less: Sales return
Sales discount
Net operating revenue
Year Ended December 31
2022
2021

$83,272,287
$89,468,302
488,014
636,880
5,512
18,862
217
217
$83,766,030
$90,124,261
(29,277)
(27,696)
(60,890)
(49,912)
$83,675,863
$90,046,653
2022

$83,272,287
488,014
5,512
217
$83,766,030
(29,277)
(60,890)
$83,675,863

(Note)The Group recognizes other operating income on a net basis as an agent for the commissioned sales of goods to the European Union. Please refer to Note 7(3)2. 1.Segments of revenue from contracts with customers

The Group’s source of revenue comes from providing goods and services that are transferred either over time or at a specific timing. Revenue can be split into the following segments:

254

(1) Segmented by revenue from different types of goods and services: 2022:

2022:
External customer Steel coils and
steelpipes
Wirerods
$6,399,935
$6,399,935
-
$6,399,935
Wirerods
$6,541,505
$6,541,505
-
$6,541,505
Construction
revenue
$488,231
$ -
488,231
$488,231
Construction
revenue
$637,097
$ -
637,097
$637,097
Others
$4,794,499
$4,794,499

-
$4,794,499


Total
$71,993,198 $83,675,863
Contract revenue
Timingof revenue recognition
$71,993,198
-
$83,187,632
488,231
Revenue recognized at a
specific timing
Revenue recognized over
time
Total
2021:
External customer
$71,993,198 $83,675,863
Steel coils and
steelpipes
Others Total
$90,046,653
$89,409,556
637,097
$90,046,653
$79,093,010 $3,775,041
Contract revenue
Timingof revenue recognition
$79,093,010
-
$3,775,041

-
Revenue recognized at a
specific timing
Revenue recognized over
time
Total
$79,093,010 $3,775,041
  • (2) For detailed revenue information by business segments, please refer to Note 14.

  • 2.Contract Balances

Contract Balances
Item
Notes receivable and accounts receivable
Contract assets - current
Steel structure construction and overhead
cranes
Contract liabilities - current
Unearned sales revenue
Advance construction receipts
Total
December 31
2022
$3,436,483
$288,809
$1,207,313
130,148
$1,337,461
2021
$2,854,764
$117,272
$2,913,934
148,466
$3,062,400

(1) Changes in contract assets and contract liabilities were caused mainly by the difference of timing between when performance obligations were fulfilled and when customers make payments.

(2) Allowance for contract assets:

when customers make payments.
) Allowance for contract assets:
Expected credit loss rate
Gross carrying amount
Loss allowance (Lifetime ECL)
Net
December 31
2022
0%-0.5%
$289,860
(1,051)
$288,809
2021
0%-0.5%
$117,677
(405)
$117,272

255

The Group recognizes allowance losses on contract assets based on expected credit losses during existence. Contract assets will be transferred to accounts receivable at the time of billing. Its credit risk characteristics are the same as accounts receivable generated from similar contracts. Therefore, the Group believes that the expected credit loss rate of accounts receivable can also be applied to contracts. Changes in allowance losses on contract assets were as follows:


follows:
Beginning balance
Add: Provision for (Reversal of) impairment
Ending balance
Year Ended December 31
2022
$405
646
$1,051
2021
$1,135
(730)
$405
  • (3) Amount from previous period’s satisfied performance obligations and beginning contract liabilities recognized in the current period as income were $2,913,934 thousand and $2,035,162 thousand for the years ended December 31, 2022 and 2021, respectively.

  • (4) As of December 31, 2022 and 2021, the transaction prices allocated to the performance obligations that were not fully satisfied amounted to $1,113,980 thousand and $554,795 thousand, respectively. The Group will recognize revenue as the construction is being completed and the expected timing for recognition of revenue is on various dates through December 2024.

6.31 Employee benefits, depreciation and amortization expense

Nature
Employee benefits
Salary
Insurance
Pension (Note 1)
Other employee benefits
Depreciation
Amortization
Total
Year Ended December 31,2022 Year Ended December 31,2022 Year Ended December 31,2022
OperatingCost
$2,145,811
210,661
133,970
418,358
1,605,769
-
$4,514,569
OperatingExpense
$1,028,981
98,084
47,196
120,958
711,458
51,032
$2,057,709
Total

$3,174,792

308,745

181,166

539,316

2,317,227

51,032

$6,572,278
Nature
Employee benefits
Salary
Insurance
Pension (Note 2)
Other employee benefits
Depreciation (Note 2)
Amortization
Total
Year Ended December 31,2021 Year Ended December 31,2021 Year Ended December 31,2021
OperatingCost
$1,898,394
179,600
110,333
409,959
1,587,187
-
$4,185,473
OperatingExpense
$979,611
85,677
42,507
121,844
410,532
44,568
$1,684,739
Total
$2,878,005
265,277
152,840
531,803
1,997,719
44,568
$5,870,212

(Note1)Excluding pension of $225 thousand (Note2)Excluding pension of $19 thousand and depreciation of $5,533 thousand under equipment prepayments.

256

  • 1.According to Articles of Incorporation, compensation to employees and remuneration to directors shall neither be less than 0.2 % nor more than 0.1% of the net income before tax and before which the compensation to employees and remuneration to directors are deducted from. Compensation to employees and remuneration to directors for 2022 and 2021 was distributed at 0.2% and 0.1% of the net income before tax. Any changes in the amounts, if any, after the annual financial statements were authorized for issue, shall be recorded as a change in accounting estimate, and should be adjusted the next year.

  • Compensation to employees and remuneration to directors for the years ended December 31, 2022 and 2021 has been resolved and approved by the Board of Directors in March 2023 and 2022. Relevant amounts recognized in the financial statements are as follows:

Resolved distributed amount
Recognized amount in the
annual financial report
Difference amount
Year Ended December 31 Year Ended December 31 Year Ended December 31
2022
Employees’
Compensation
Directors’
Remuneration
$2,252
$563
2,252
1,126
$ -
($563)
2021
Employees’
Compensation
$2,252
2,252
$ -
Employees’
Compensation
$12,637
12,637
$ -
Directors’
Remuneration
$3,159
6,318
($3,159)

The above-mentioned employee compensation was distributed in cash.

  • 3.Information about employee compensation and remuneration to directors approved by the Board of Directors is available at the Taiwan Stock Exchange Market Observation Post System website.

6.32 Interest Income

Interest Income
Item
Bank deposits
Refundable deposits
Others
Total
Year Ended December 31
2022
$68,507
-
49
$68,556
2021
$17,986
15,933
207
$34,126

6.33 Other Income

Other Income
Item
Rental income
Dividend income
Other income
Income from subsidy
Insurance claims income
Income from sales of scraps
Others
Subtotal
Total
Year Ended December 31
2022
2021
$8,583
$29,011
6,761
21,891

21,516
57,226
134,194
6,398
81,359
73,550
55,950
31,449
293,019
168,623
$308,363
$219,525
2022
$8,583
6,761

21,516
134,194
81,359
55,950
293,019
$308,363

257

The Group’s Rolling Plant No. 3 was caught on fire in April 2018, resulting in damage of part of the equipment therein. The carrying amount of the damaged equipment was $85,048 thousand. Aside from recognizing deductible for fire loss of $7,000 thousand, an insurance claim receivable for the damaged part in the amount of $78,048 thousand was also recognized in December 31, 2018. In March to April 2022, July 2020, January 2020, and January 2019, the Group has obtained $125,155 thousand,$124,554 thousand, $166,606 thousand, and $150,000 thousand in insurance claim. After offsetting the insurance claim receivable, $125,155 thousand, $124,554 thousand, $166,606 thousand, and $71,952 thousand are recorded as “other income”.

6.34 Other gains and losses

Item
Gain (loss) on disposal of investments under equity
method
Valuation gain (loss) on financial assets mandatorily
measured at FVTPL
Net foreign exchange gain (loss)
Impairment loss recognized on exploration and
evaluation assets
Gain (loss) from disposal of property, plant, and
equipment
Gain on disposal of investment properties
Gain on disposal of noncurrent assets held for sale
Dumping margins
Others
Total
Year Ended December 31 Year Ended December 31
2022
$241
(4,108)
451,927
(85)
(11,103)
-
-
(4,872)
(8,535)
$423,465
2021
$ -
(5,510)
191,162
(12,412)
(9,096)

10,146

539,330

(60,982)
(9,411)
$643,227

1.For information on dumping margins, please refer to Note 6.16.

6.35 Finance Costs

Item
Interest expense:
Interest on loans
Interest on lease liabilities
Subtotal
Less: Amount qualified for capitalization
Finance costs
Year Ended December 31 Year Ended December 31
2022
$1,782,395
1,549
1,783,944
(93,536)
$1,690,408
2021

$1,453,016

1,091

1,454,107
(90,903)

$1,363,204

258

6.36 Income Tax

1.Income tax expense

  • (1) Components of income tax expense
ome Tax
ncome tax expense
1) Components of income tax expense
Item
Current income tax expense
Adjustment to prior year income taxes
Tax on undistributed retained earnings
Tax refund on repatriation of offshore funds
Land value incremental tax
Deferred income tax on temporary
differences originated and reversed
Income tax expense (benefit)
Year Ended December 31
2022
2021
$575,927
$952,740
2,437
(903)
126,651
287
(6,120)
-
30,687
8,905
(208,822)
134,866
$520,760
$1,095,895
2021
$952,740
(903)
287
-

8,905
134,866
$1,095,895
  • (2) Income tax expense (benefit) associates with other comprehensive income
Item
Remeasurement of defined benefit plans
Exchange differences on translation of
foreign financial statements
Total
Year Ended December 31 Year Ended December 31
2022
$19,930
47,736
$67,666
2021
($19,485)
(13,473)
($32,958)
  • 2.Reconciliation of income before income tax and income tax expense recognized in profit or loss is as follows:
Item
Income (loss) before tax
Income tax expense (benefit) at the statutory
rate
Tax effect of adjusting items:
Investment loss (gain) recognized under
equity method
Unrealized inventory valuation loss
(recovery gain)
Timing difference of revenue recognition
Unrealized (realized) investment loss
Gain (loss) on sale of land exempt from
income tax
Paid (unpaid) pension
Tax-exempt subsidy income under Special
Act for Relief
Other adjustments
Loss carryforwards
Adjustment to prior year income taxes
Additional tax on undistributed retained
earnings
Tax refund on repatriation of offshore funds
Land value increment tax
Net changes of deferred income tax
Income tax expense (benefit) recognized in
profit or loss
Year Ended December 31 Year Ended December 31
2022
$1,042,865
$189,545
74,329
(34,842)
(101,715)
(3,453)
-
(12,291)
-
20,993
443,361
2,437
126,651
(6,120)
30,687
(208,822)
$520,760
2021
$6,316,348
$1,296,017
(349,841)
64,610

93,552

(31,729)
(107,857)

(448)
(8,170)

(6,157)

2,763
(903)
287
-
8,905
134,866
$1,095,895

259

The Group was subject to a tax rate of 20%as stipulated in the Income Tax Act of the Republic of China. The taxable amount in other jurisdictions is calculated based on the tax rate applicable therein.

The Group applied for and was approved the repatriation of offshore funds (including mainland China) within the time limit in accordance with the “The Management, Utilization, and Taxation of Repatriated Offshore Funds Act ” effective from August 15, 2019. The applicable tax rate exempt from taxation is 8% for the first year and 10% for the second year under the general income tax system. A profit-seeking enterprise may apply to the Ministry of Economic Affairs for engaging in substantive investment within one year from the date of repatriating funds and has a 50% tax refund preference when completing the investment within the time limit.

  • 3.Deferred income tax assets or liabilities from temporary differences, loss carry forwards and investment credits:
Item
Deferred income tax assets
Temporary differences
Investment income (loss) recognized
under equity method
Financial statements translation
differences of foreign operations
Provision for inventory valuation loss
Investments loss under the cost
approach
Impairment loss from property, plant
and equipment
Timing differences in recognition of
cost and sales revenue
Booking tax difference for
depreciation
Net defined benefit liabilities
Others
Loss carryforwards
Subtotal
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Financial statements translation
differences of foreign operations
Investment income (loss) recognized
under equity method
Net defined benefit assets
Others
Subtotal
Total
Year EndedDecember31, Year EndedDecember31, 2022
Beginning
balance
$62,278
218,232
104,614
5,000
43,408
104,068
48,045
95,487
59,493
256,401
$997,026
($4,881)
-
(135,431)
(243)
(246)
($140,801)
$856,225
Recognized in
profit or loss
$112,557
-
(34,664)
-
-
(103,200)
(4,987)
(12,343)
(6,990)
141,513
$91,886
$2,705
-
114,982
51
(802)
$116,936
$208,822
Recognized in
other
comprehensive
income
$ -
(44,723)
-
-
-
-
-
(16,373)
-
-
($61,096)
$ -
(2,013)
-
(3,557)
-
($5,570)
($66,666)
Effect of
Exchange
Rate Changes

766

-

700

-

-

-

-

-

-

-
$1,466

$ -

-

-

-

3
$3
$1,469
Ending
balance
$175,601
173,509
70,650
5,000
43,408
868
43,058
66,771
52,503
397,914
$1,029,282
($2,176)
(2,013)
(20,449)
(3,749)
(1,045)
($29,432)
$999,850

260

Item
Deferred income tax assets
Temporary differences
Investment income (loss) recognized
under equity method
Financial statements translation
differences of foreign operations
Provision for inventory valuation loss
Investments loss under the cost
approach
Impairment loss from property, plant
and equipment
Timing differences in recognition of
cost and sales revenue
Booking tax difference for
depreciation
Net defined benefit liabilities
Others
Loss carryforwards
Subtotal
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Investment income (loss) recognized
under equity method
Net defined benefit assets
Others
Subtotal
Total
Year EndedDecember31, Year EndedDecember31, 2021
Beginning
balance
$343,618
204,759
35,702
5,000
43,408
11,257
53,694
87,947
52,520
122,897
$960,802
($50)
-
(2,155)
-
($2,205)
$958,597
Recognized in
profitor loss
($281,077)
-
69,090
-
-
92,811
(5,649)
(9,506)
6,996
133,504
$6,169
($4,831)
(135,431)
(527)
(246)
($141,035)
($134,866)
Recognized in
other
comprehensive
income
$ -
13,473
-
-
-
-
-
17,046
-
-
$30,519
$ -
-
2,439
-
$2,439
$32,958
Effect of
Exchange
Rate Changes

($263)

-

(178)

-

-

-

-

-

(23)

-

($464)

$ -

-

-

-

$ -

($464)
Ending
balance
$62,278
218,232
104,614
5,000
43,408
104,068
48,045
95,487
59,493
256,401
$997,026
($4,881)
(135,431)
(243)
(246)
($140,801)
$856,225

4.Items not recognized as deferred income tax assets:

Item
Investment loss recognized under equity method
Loss carryforwards
Others
Total
December 31 December 31
2022
$1,162,490
1,138,386
143,795
$2,444,671
2021
$937,750

1,060,551

234,278

$2,232,579
  • 5.The Company’s income tax returns through 2020 have been ratified by the tax authorities.

261

6.37 Other Comprehensive Income

Other Comprehensive Income
Item
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on financial assets at fair
value through other comprehensive income
Share of associates and joint ventures accounted
for using equity method:
Remeasurement of defined benefit plans
Unrealized valuation gain (loss) on financial
assets at fair value through other
comprehensive income
Subtotal
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of foreign
financial statements
Share of associates and joint ventures accounted
for using equity method:
Exchange differences on translation of
foreign financial statements
Gain (loss) on hedging instruments
Subtotal
Recognized in other comprehensive income
Item
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on financial assets at fair
value through other comprehensive income
Share of associates and joint ventures accounted
for using equity method:
Remeasurement of defined benefit plans
Unrealized valuation gain (loss) on financial
assets at fair value through other
comprehensive income
Subtotal
Year Ended December 31, 2022
Before tax
Income tax
expense
(benefit)
$99,651
($19,930)
(90,098)
-
79,508
-
(168,519)
-
(79,458)
(19,930)
193,797
(32,803)
326,928
(13,933)
4,490
-
525,215
(46,736)
$445,757
($66,666)
Year Ended December
Aftertax
$79,721
(90,098)
79,508
(168,519)
(99,388)
160,994
312,995
4,490
478,479
$379,091
31,2021
Before tax
($97,423)
93,162
(10,390)
70,470
55,819
Income tax
expense
(benefit)
$19,485
-
-
-
19,485
After tax
($77,938)
93,162
(10,390)
70,470
75,304

262

Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of foreign
financial statements
Share of associates and joint ventures accounted
for using equity method:
Exchange differences on translation of
foreign financial statements
Gain (loss) on hedging instruments
Subtotal
Recognized in other comprehensive income
(167,727)
(86,956)
165
(254,518)
($198,699)
9,851
3,622
-
13,473
$32,958
(157,876)
(83,334)
165
(241,045)
($165,741)

6.38 Earnings (loss) Per Share

Earnings (loss) Per Share
Item
A.Basic earnings (loss) per share
Net income (loss) attributable to shareholders of
parent company
Weighted average number of outstanding shares
(thousand shares)
Weighted average number of shares outstanding
after retrospective adjustment (thousand shares)
Basic earnings (loss) per share (after tax) (NT$)
B.Diluted earnings (loss) per share
Net income (loss) attributable to shareholders of
parent company
Weighted average number of outstanding shares
(thousand shares)
Impact on employees' compensation (Note)
Weighted average number of ordinary shares
outstanding after dilution (thousand shares)
Diluted earnings (loss) per share (after tax)
(NT$)
Year Ended December 31
2022
$809,507
1,983,205
1,983,205
$0.41
$809,507
1,983,205
241
1,983,446
$0.41
2021
$5,202,838
1,890,569
1,985,098
$2.62
$5,202,838
1,985,098
508
1,985,606
$2.62

(Note) Since the Group offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

263

6.40 Transactions with Non-controlling Interests

  1. Change in ownership interests in subsidiaries 2022:

  2. (1)The subsidiary, Great Emperor Hotel Co., Ltd. issued common stocks in March 2022. After the subscription, the Company’s shareholding increased from 58.17% to 60.15%, Yieh Hsing Enterprise Co., Ltd.’s shareholding reduced from 41.82% to 39.84%, and Shin Phui Steel Corporation’s shareholding remained 0.01%. Since the said transaction did not change the Group’s control over the said subsidiary, it is deemed as an equity transaction.

Subscription in cash
Share of equity of subsidiaries’ net assets
computed using relative equity changes
Recognized changes in ownership
interests in subsidiaries accounted for
using equity method
Yieh Phui
Enterprise Co.,
Ltd.
($257,500)
245,256
($12,244)
Yieh Hsing
Enterprise Co.,
Ltd.
$ -
7,028
$7,028
Shin Phui
Steel
Corporation
$ -
3
$3
  • (2)The sub-subsidiary, APPLIED WIRELESS INDENTIFICATION GROUP, INC. issued common stocks in February 2022. After the subscription, EMMT System

  • Corporation’s shareholding reduced from 91.47% to 88.69%. Since the abovementioned transaction did not change the Group’s control over the said subsidiary, it was deemed as an equity transaction.

it was deemed as an equity transaction.
Subscription in cash
Share of equity of subsidiaries’ net assets
computed using relative equity changes
Recognized changes in ownership interests
in subsidiaries accounted for using equity
method
EMMT System
Corporation
$ -
(6,416)
($6,416)

2021:

  • (1)The subsidiary, Kings Garden International Co., Ltd. issued common stocks in June 2021. After the subscription, the Company’s shareholding increased from 50.12% to 54.89%, Yieh Hsing Enterprise Co., Ltd.’s shareholding reduced from 49.87% to 45.10%, and Shin Phui Steel Corporation’s shareholding remained 0.01%. Since the said transaction did not change the Group’s control over the said subsidiary, it is deemed as an equity transaction.
Subscription in cash
Share of equity of subsidiaries’ net assets
computed using relative equity changes
Recognized changes in ownership
interests in subsidiaries accounted for
using equity method
Yieh Phui
Enterprise Co.,
Ltd.
($463,500)
452,169
($11,331)
Yieh Hsing
Enterprise Co.,
Ltd.
$ -
6,504
$6,504
Shin Phui
Steel
Corporation
$ -
3
$3

264

  • (2)The subsidiary, Great Emperor Hotel Co., Ltd. issued common stocks in June 2021. After the subscription, the Company’s shareholding increased from 54.55% to 58.17%, Yieh Hsing Enterprise Co., Ltd.’s shareholding reduced from 45.44% to 41.82%, and Shin Phui Steel Corporation’s shareholding remained 0.01%. Since the said transaction did not change the Group’s control over the said subsidiary, it is deemed as an equity transaction.
Subscription in cash
Share of equity of subsidiaries’ net assets
computed using relative equity changes
Recognized changes in ownership
interests in subsidiaries accounted for
using equity method
Yieh Phui
Enterprise Co.,
Ltd.
($412,000)
400,067
($11,933)
Yieh Hsing
Enterprise Co.,
Ltd.
$ -
6,849
$6,849
Shin Phui
Steel
Corporation
$ -
3
$3
  • (3)The sub-subsidiary, PT. E-UNITED FERRO INDONESIA issued common stocks in September 2021. After the subscription, Hong Yuh Assets Management Co., Ltd.’s shareholding increased from 47.88% to 49.36%, and LIAN SO (H.K.) CO., LIMITED’s shareholding reduced from 52.12% to 50.64%. Since the above-mentioned transaction did not change the Group’s control over the said subsidiary, it was deemed as an equity transaction.
Subscription in cash
Share of equity of subsidiaries’ net assets
computed using relative equity changes
Recognized changes in ownership
interests in subsidiaries accounted for
using equity method
Hong Yuh Assets
Management
Co.,Ltd.
($27,695)
22,497
($5,198)
LIAN SO
(H.K.) CO.,
LIMITED

$ -

5,198

$5,198

7. RELATED PARTY TRANSACTIONS

7.1 Parent and ultimate controlling party.

The Company is the ultimate controlling party of the Group.

7.2 Names of related parties and relationship categories

Name of relatedparty
Yieh United Steel Corp.
Yieh Mau Corp.
Asiazone Co., Ltd.
Zheng Xin Security Co., Ltd.
Eliter International Corp.
Unipattern Corporation Co., Ltd.
E-Da Bus Transportation Co., Ltd.
Relatedpartycategory
Associate
Associate
Associate
Associate
Associate
Associate
Associate

265

Name of related party E-DA Tour Bus Co., Ltd. E-Da Development Corp. E-Da Cultural Creative Industry Co., Ltd. E- Da Visual Effects Company Limited. Tangeng Iron Works Co., Ltd. Xinzhan Engineering and Management Consulting Co., Ltd. Yieh Hong Enterprise Co., Ltd. Yieh Mau Corp. Li-Hsin Co., Ltd. Skylark International Hotel Co., Ltd. Pacific Harbor Stevedoring Corporation Royal Palace Hong Kong Style Restaurant Co., Ltd. Jinghua Commercial Asset Management Limited I-Hsiang-Le International Co., Ltd. Chiao-Ling Leisure Co., Ltd. New Spring Construction Corp. E-Da Apartment Building Management and Maintenance Co., Ltd. E-Da Royal Hotel Company Ltd. E-Da Hospital I-Shou University I-Shou University Internship Center Long Hua Travel Services Co., Ltd. Yieh Mau International Co., Ltd. Shin Huo Environmental Engineering Co., Ltd Yulin Industrial Co., Ltd E-Da Cancer Hospital Guan Ying Enterprise Co., Ltd. E-Da Dachang Hospital Zhengzi Technology Co., Ltd E-DA Healthcare Preschool E-DA Preschool E-DA Bassinet Mother and Baby Care Center E-DA Home Health Care E-DA Nursing Care Center E-DA Postpartum and Baby care Center Wei Hong Investment Development Co., Ltd.

Related party category Associate Associate Associate Associate Associate Associate

Other related party Other related party Other related party Other related party Other related party Other related party Other related party

Other related party Other related party Other related party Other related party

Other related party Other related party Other related party Other related party Other related party Other related party Other related party

Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party

Other related party Other related party Other related party Other related party

266

Name of relatedparty Relatedpartycategory
Lianshuo Investment Development Co., Other related party
Ltd.
Chain-dollars Enterprise Co., Ltd. Other related party
Lian Cheng Ready-Mixed Products Co., Other related party
Ltd.
E-DA Global International Co., Ltd. Other related party
You, Jing-Sheng Other related party
Chen,Yung-Shian Other related party

7.3 Significant transactions with related parties

Balance and transactions between the Company and subsidiaries (i.e., related parties) were eliminated and not disclosed when preparing such consolidated financial statements. Disclosure of related party transactions are as follows: 1. Operating revenue

Item
Sales revenue


Construction

revenue

Relatedpartycategory
Associates
Other related parties
Total
Associates
Other related parties
Subtotal
Less: Construction revenue
that are eliminated in
consolidation
Total
Year Ended December 31
2022
2021
$3,237,683
$1,850,513
1,597,299
2,315,274
$4,834,982
$4,165,787
$47,382
$16,293
114,385
121,635
161,767
137,928
(14,110)
(49,670)
$147,657
$88,258
2022
$3,237,683
1,597,299
$4,834,982
$47,382
114,385
161,767
(14,110)
$147,657
  • (a) Selling price to the related parties, including hot rolled steel coils, galvanized steel coils, scraps (bars), etc. and trading terms were the same with those to other customers. Payment terms were within one to two months.

  • (b) Selling price of hot-rolled steel coil and nickel laterite ores to related parties are set by reference to the purchase price of a non-related party as a trading counterparty. Payment term is 3 months.

  • (c) Selling price of carbon steel and steel scraps to related parties were set with reference to the purchase price of a non-related party as a trading counterparty. Payment term is monthly, and closes in 15 days.

  • (d) The construction contracts between the Group and above-mentioned related parties were established at prices negotiated by both parties. Contract proceeds were collected according to the payment terms stated in these contracts. Unless agreed on by both parties, payments cannot be delayed.

  • (e) Since the Group contracted from and sub-contracted to related parties a portion of steel construction engineering at the same time, where the construction engineering belonged to the same project, the accounting treatment of which was deemed the same as such project would have been managed and supervised by other related parties. In 2022 and 2021, the eliminated construction revenue was $14,110 thousand, and $49,670 thousand, respectively.

267

2. Purchases

Purchases
Relatedpartycategory/ Name
Associate:
Yieh United Steel Corp.
Others
Other related partie:
Yieh Hong Enterprise Co., Ltd.
Others
Total
Year Ended December 31
2022
$4,561,798
110,729
5,440,217
33,937
$10,146,681
2021
$5,012,954
-
7,742,106
34,635
$12,789,695
  • (a) Items purchased by the Group from above related parties were mainly stainless billets, carbon steel billets, Steel plate, cold rolled steel coils, and hot rolled steel coils. The purchase prices are similar to that offered to other suppliers. Payment term is L/C at sight (not significantly different than terms to other suppliers) or T/T before shipment.

  • (b) For the years ended December 31 31, 2022 and 2021. The amount of associated companies entrusted the Group to sell stainless steel coils to the European Union amounted to $251,194 thousand and $1,049,059 thousand, and the purchase amount of the aforementioned transaction was $245,682 thousand and $1,030,197 thousand, The Group recognizes income on a net basis for the transaction, and the above disclosed purchase amount does not include the purchase of commissioned sales.

  • Contract assets

Contract assets
Relatedpartycategory/ Name
Associate:
Yieh United Steel Corp.
Other related party:
New Spring construction Corp.
Total
Less: Loss allowance
Total
December 31
2022
$45,158
113,327
158,485
-
$158,485
2021
$1,199

37,021

38,220
-
$38,220

4. Contract liability

Contract liability
Relatedpartycategory/ Name
Associates
Other related party
Total
December 31
2022
$4,900
3,023
$7,923
2021
$4,266

875

$5,141

268

  1. Receivables from related parties (excluding loans to related parties and contract assets )

assets )
Item
Notes receivable
Accounts receivable
Other receivables
Related party category / Name
Associates
Other related parties
Total
Less: Loss allowance
Net
Associate:
Asiazone Co., Ltd.
Others
Other related parties
Total
Less: Loss allowance
Net
Associate:
Yieh United Steel Corp.
Yieh Mau Corp.
Others
Other related parties
Total
Less: Loss allowance
Net
December 31
2022
2021
$120
$59
24
266
144
325
-
-
$144
$325
$353,001
$100,257
63,902
54,646
34,109
17,728
451,012
172,631
(2,060)
(845)
$448,952
$171,786
$1,802
$64,575
16,606
17
520
40
4,274
44,738
23,202
109,370
-
-
$23,202
$109,370
2022
$120
24
144
-
$144
$353,001
63,902
34,109
451,012
(2,060)
$448,952
$1,802
16,606
520
4,274
23,202
-
$23,202
  1. Payables to related parties (excluded loans from related parties)
Item
Notes payable


Accounts payable

Other payables

Related party category / Name
Associates
Other related parties
Total
Associates
Other related parties
Total
Associates
Other related parties
Total
December 31 December 31
2022
$5,927
336
$6,263
$5,343
6,343
$11,686
$8,749
3,681
$12,430
2021

$1,633

12,064

$13,697

$593

5,901

$6,494

$31,149

50,954

$82,103

269

7. Prepayments

Prepayments
Related party category / Name
Other related parties
Associates
Total
December 31
2022 2021
$134,084
-
$134,084

$55,604

30

$55,634

8. Asset transaction

(1)Acquisition of property, plant and equipment: 2022:

2022:
Related party category / Name
Other related parties
Associates
Transactiontarget
Other equipment
Computer communication
equipment
Transaction
amount
$488
19,238

The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2022, the unpaid portion were $117 thousand.

2021:

2021:
Related party category / Name
Other related party:
New Spring Construction Corp.
Others
Associate:
Unipattern Corporation Co., Ltd.
Others
Transactiontarget
Building and construction
(Note 1)
Other equipment
Computer communication
equipment (Note 2)
Other equipment
Transaction
amount
$238,860
377
193,268
2,710

(Note 1) The above-mentioned transaction prices were by reference to appraisal reports offered by professional institutions, and were agreed on by both parties upon negotiation or through price comparison. As of December 31, 2021, the unpaid portion were $4,101 thousand.

(Note 2) The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2021, the unpaid portion were $21,268 thousand.

(2)Disposal of property, plant and equipment: 2022:

Related party category /
Name
Associates
Transactiontarget
Other equipment
Transaction
amount
$95
Gain or loss on
disposal
$25

The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2022, all the transaction amount was fully recovered.

270

2021: None.

(3) Disposal of other assets: 2022:

Disposal of other assets:
022:
Type of related party
Other related parties
Transaction target Transaction
amount
Gains or loss on
disposal
$7,600
$241
E-Da Health
Biotechnology
Co., Ltd.’ stocks

The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2022, all the transaction amount was fully recovered. 2021:None

9. Tenancy Agreement:

  • (1)Acquire right-of-use assets

  • 2022: None

Item
Acquire right-of-use assets
Related party category
Associates
Year Ended December
31,2021
$19,049

(2) Lease Liability:

Item
Lease Liability
Related party category
Associates
December 31 December 31
2022
$ -
2021

$18,424

(3)Miscellaneous expenses:

Item
Interest expense

Rental expense


Related party category
Associates
Associates
Other related parties
Total
December 31 December 31
2022
$ -
$9,330
6,303
$15,633
2021

$24

$8,066

4,235

$12,301

Above lease terms are based on the contract, and rent is paid monthly or annually.

10. Others

  • (1)Miscellaneous income
hers
Miscellaneous income
Relatedpartycategory
Associates
Other related parties
Total
Year Ended December 31
2022
$38,276
2,604
$40,880
2021
$34,299
999
$35,298

271

These were mainly technical service income, and sporadic rent income. The rent price was determined by contract and received monthly or quarterly.

(2)Miscellaneous expenses

Miscellaneous expenses
Relatedpartycategory
Associates
Other related parties
Total
Year Ended December 31
2022
76,745
119,250
$195,995
2021
$74,924
151,364
$226,288

These were mainly service charges and export expenses.

  • (3)Construction contracts

  • (a)Construction contracts in progress with related parties as of December 31, 2022 were as follows:

Type of related
party/Name
Associates

Other related party:
New Spring
Construction Corp.
Name ofconstruction
Precision steel belt
factory crane assembly
engineering, etc.
Ground structures
construction for E-Da
Asia Commercial Plaza,
etc.
Total contract
price
contract assets
/liabilities
$83,136
$45,158 /$188
4,119,005
(Note)
113,327 /653
  • (b)Construction contracts in progress with related parties as of December 31, 2021 were as follows:
Type of related
party/Name
Associates

Other related party:
New Spring
Construction Corp.
Name ofconstruction
Door type double host
grab of overhead cranes,
etc.
Ground structures
construction for E-Da
Asia Commercial Plaza,
etc.
Total contract
price
contract assets
/liabilities
$81,276
$1,199 / $2,302
3,416,612
(Note)
37,021 / -

(Note) As stated in Note 7.3.1.(e), where the Group contracts from and subcontracts to related parties the same construction project, the accounting treatment of which is deemed the same as such construction project would have been commissioned to other related parties to manage and supervise.

272

  1. Where the Group participated in the cash offering by related parties and consequently increased its investment are disclosed as follows: 2022:
2022:
Investee
Associate:
E-Da Bus Transportation Co., Ltd.
Xinzhan Engineering and Management
Other related party:
Skylark International Hotel Co., Ltd
InvestmentIncrease
Shares
(thousand shares)
Amount
1,025
10,252
450
4,500
5,471
54,717
Shareholding
Percentage
Before
Offering
After
Offering
17.09%
17.09%
-
45.00%
13.68%
13.68%
Shares
(thousand shares)
1,025
450
5,471
Before
Offering
17.09%
-
13.68%

2021:

2021:
Investee
Associate:
E-Da Bus Transportation Co., Ltd.
E-Da Visual Effects Company Limited.
Investment Increase
Shares
(thousand shares) Amount
1,025
10,252
1,715
17,150
Shareholding
Percentage
Shares
(thousand shares)
1,025
1,715
Before
Offering
17.09%
49.00%
After
Offering

17.09%

49.00%
  1. Part lands of the Group are unable to be registered under the name of the Group.

Type of related party Major transaction Other related parties Some of the Group’s land recognized as property, plant, and equipment as well as investment properties, are unable to be registered under the name of the Group temporarily and registered under the executive specialist of the Company and the financial president of subsidiary-Yieh Hsing due to regulation restriction. Accordingly, the land is mortgage registered to the Group as safeguard measures.

7.4 Information about remunerations to the major management:

Item
Salary and other short-term employee benefits
Benefits after retirement
Other long-term employee benefits
Termination benefits
Share-based payments
Total
Year Ended December 31 Year Ended December 31
2022
$119,619
14,402
-
-
-
$134,021
2021
$117,514
7,979
-
-
-
$125,493

273

8. PLEDGED ASSETS

The following assets have been pledged as collateral for long-term and short-term loans:

Item
Pledged demand deposits
Pledged time deposits
Subtotal of other financial assets - current
Pledged demand deposits
Pledged time deposits
Subtotal of other financial assets - noncurrent
Property, plant and equipment (net)
Right-of-use asset
Investment properties
Investments accounted for using equity
method
Notes receivable and accounts receivable
Total
December 31
2022
2021
$493,423
$423,168
184,410
611,488
677,833
1,034,656
13,180
89,105
763,292
543,892
776,472
632,997
31,266,542
31,508,904
157,875
159,803
95,383
22,355
2,016,408
2,049,171
295,067
366,568
$35,285,580
$35,774,454
2022
$493,423
184,410
677,833
13,180
763,292
776,472
31,266,542
157,875
95,383
2,016,408
295,067
$35,285,580

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS

  • (1) Guarantee notes issued by the Group to banks for loans and purchases performance totaled $50,137,434 thousand, and $49,197,184 thousand as of December 31, 2022 and 2021, respectively.

  • (2) Guarantee notes received by the Group for its contract performance and creditor’s right totaled $1,804,539 thousand, and $1,806,719 thousand, as of December 31, 2022 and 2021, respectively.

  • (3) The unused letters of credit as of December 31, 2022, and 2021 are as follows:

Item
L/C Amount
December 31 December 31
2022
USD 20,425
NTD 564,531
JPY 86,373
HKD 23,924
2021

USD 56,685

NTD 597,440

JPY 4,116

-
  • (4) As of December 31, 2022 and 2021, guarantees provided to banks by the Group for vouchers sales, performance and warranty amounted to $230,141 thousand, and $218,278 thousand, respectively.

  • (5) As of December 31, 2022 and 2021, guarantee letters of credit issued by the Group for export business totaled USD24,800 thousand, and USD19,600 thousand, respectively.

  • (6) The Group entered into raw material purchase agreements with suppliers of Hot Rolled Steel Coils, Zinc Ingot, Aluminum alloy and billets, including KOREA, TENNANT, ARSEN and EAST, etc. The price was agreed on by both parties upon negotiation. As of December 31, 2022, the unperformed portion totaled 26,824 tons, amounting to $580,305 thousand.

274

(7) Capital expenditures committed but not yet incurred are as follows:

apital expenditures committed but not yet incurred are as follows: not yet incurred are as follows:
Item
Property, plant and equipment
December 31
2022
$549,026
2021
$163,041
  • (8) Two subsidiaries, Great Emperor Hotel Co., Ltd. and Kings Garden International Co., Ltd., entered into the syndicated loan agreements with Land Bank of Taiwan and First Commercial Bank in August 2014. Yieh United Steel Corp., Yieh Phui Enterprise Co., Ltd., and Yieh Hsing Enterprise Co., Ltd. issued a commitment letter before the first use that the Company and its related parties shall jointly hold more than 50% of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd.’s issued shares and gain the majority of directors’ seats at all times. The Group held 100% shareholding of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd. and acquired all directors’ seats of both companies as of December 31, 2022.

10. SIGNIFICANT DISASTER LOSS:NONE.

11. SIGNIFICANT SUBSEQUENT EVENTS:

  • (1) The Company’s Board of Directors resolved on March 9, 2023 to cancel its treasury stocks. The amount of capital reduction was $92,330 thousand, with 9,233 thousand shares eliminated, and the capital reduction ratio was 0.47%. After capital reduction, the share capital was $19,758,650 thousand. The record date for capital reduction was set on March 15, 2023.

  • (2) Subsidiary Shin Yang Steel Co., Ltd in response to the needs of the group's diversified operations and business development, the board of directors resolved to subscribe for 8,000 thousand shares of ordinary shares privately placed in UNICOCELL BIOMED CO., LTD. on January 30, 2023, at $26 per unit The total transaction amount is $208,000 thousand , and the shareholding ratio is 14.45%. The transaction price is determined by considering the private placement conditions set by UNICOCELL BIOMED CO., LTD. the price rationality opinion issued by experts, and relevant regulations.

12. OTHERS

(1) Capital risk management

As the Group needs to maintain sufficient capital to meet the needs for expansion and plant and equipment improvement, capital management of the Group focuses on ensuring there are sufficient financial resources and operating plans to meet the demands for operating capital, capital expenditure, research and development expense, loan repayment and dividend distribution in the next 12 months.

(2) Financial Instruments

  1. Financial risk of financial instruments

The Group’s daily operations are affected by various financial risks, e.g. market risk (including exchange rate, interest rate and price risks), credit risk and liquidity risk. The Group is devoted to identify, assess and avoid market uncertainties in order to eliminate the potential adverse effects of market changes on the financial performance.

275

Before engaging in significant transactions, due approval process by the Board of Directors must be carried out based on related protocols and internal control procedures. While the financial plan is underway, the Group shall comply with relevant financial operation procedures on the overall financial risk management and segregation of duties at all times.

The nature and degree of significant financial risks

  • A. Market risks

  • (A)Foreign exchange rate risk

    • The Group is exposed to exchange rate risk arising from the sales, purchases and borrowings in currencies other than the Group’s functional currency, as well as from net investment of foreign operations. Functional currencies adopted by entities within the Group mainly comprise New Taiwan Dollars, RMB, USD, and IDR. However, such transactions are denominated mainly in RMB and USD. To avoid a decrease in the value of assets dominated in foreign currency and volatility in future cash flows due to changes in exchange rates, the Group hedges the exchange rate risk with foreign-currency borrowings and derivative financial instruments .Those derivative financial instruments can diminish but not completely eliminate the impacts of changes in exchange rate. As net investments in foreign operations are for strategic purposes, they are not hedged by the Group.

a. Exchange rate exposure and sensitivity analysis

Amount
in Foreign
Currency
(Foreign currency: Functional currency)
Financial assets
Monetaryitems
USD:NTD
139,906
USD:RMB
40,621
RMB:USD
295,091
Investments
accounted for using
equitymethod
USD:NTD
26,500
Financial liabilities
Monetaryitems
USD:NTD
4,671
USD:RMB
68,795
RMB:USD
385,736
Exchange
rate
December 31, 2022 December 31, 2022 December 31, 2022
Presented
amount
(New Taiwan
Dollars)
4,296,520
1,247,477
1,301,187
813,822
143,597
2,112,690
1,699,108
Sensitivity Analysis
Range of
change
Up 1%
Up 1%
Up 1%
Up 1%
Up 1%
Up 1%
Up 1%
Effects on
profit or
loss
42,965
12,475
13,012
-
(1,436)
(21,127)
(16,991)
Effects
on
Equity
30.71
6.9646
0.1436
30.71
30.71
6.9646
0.1436
-
-
-
8,138
-
-
-

276

Amount
in Foreign
Currency
(Foreign currency: Functional currency)
Financial assets
Monetaryitems
USD:NTD
81,418
USD:RMB
72,003
RMB:USD
159,414
Investments
accounted for using
equitymethod
USD:NTD
26,368
Financial liabilities
Monetaryitems
JPY:NTD
809,321
USD:NTD
58,320
USD:RMB
94,010
RMB:USD
175,950
Exchange
rate
December31,2021 December31,2021 December31,2021




Presented
amount
(New Taiwan
Dollars)
2,253,819
1,993,046
692,092
729,878
194,642
1,614,286
2,602,190
760,915
SensitivityAnalysis
Range of
change
Up 1%
Up 1%
Up 1%
Up 1%
Up 1%
Up 1%
Up 1%
Up 1%
Effects on
profit or
loss
22,538
19,930
6,921
-
(1,946)
(16,143)
(26,022)
(7,609)
Effects
on
Equity
27.68
6.3757
0.1568
27.68

0.2405

27.68

6.3757

0.1568
-
-
-
7,299
-
-
-
-

If NTD appreciates against the above-mentioned currencies, held all other variables constant, the impact generated as of December 31, 2022 and 2021 would stay the same with the reverse result.

Note: Referring to non-functional currency of the respective consolidated entities denominated in foreign currency, including inter-group transaction items that have been written off, and exchange risks that can not be fully written off.

  • b. Due to the exchange rate volatility, total exchange gains and losses (including realized and unrealized) from the Group’s monetary items amounted to $451,927 thousand and $191,162 thousand for the years ended December 31, 2022 and 2021, respectively.

  • (B) Price risk

Since the Group’s investment in securities is classified as financial assets at FVTPL or financial assets at FVTOCI on the consolidated balance sheet, the Group does not expose to price risks of securities. The Group mainly invests in domestic listed and unlisted stocks and beneficiary certificates. The price of such securities can be affected by changes in future value of those investment targets.

If the security price goes up or down by 1%, the post-tax profit or loss for the year 2022 and 2021 will increase or decrease by $805 thousand and $2,895 thousand due to the increase or decrease of the fair value of financial assets measured at FVTPL. The post-tax other comprehensive income for the year 2022 and 2021 will increase or decrease by $7,410 thousand and $7,977 thousand due to the increase or decrease of the fair value of financial assets measured at FVTOCI.

277

(C) Interest rate risk

The carrying amount of the Group’s financial assets and financial liabilities that are exposed to interest rate risk at the reporting date is stated as follows:

follows:
Item
With fair value interest rate risk
Financial assets
Financial liabilities
Net
With cash flow interest rate risk
Financial assets
Financial liabilities
Net
CarryingAmount
December 31, 2022
$4,444,725
(1,771,435)
$2,673,290
$6,632,864
(52,267,459)
($45,634,595)
December 31, 2021
$1,423,766
(1,448,332)
($24,566)
$6,401,162
(50,577,890)
($44,176,728)
  • a. Sensitivity analysis of those with fair value interest rate risk:

    • The Group does not classify any fixed-rate instruments as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In addition, the Group does not designate derivatives (interest rate swap) as hedge instruments under hedge accounting. Therefore, the change of interest rate at reporting date does not have influence on net income and other comprehensive income.
  • b. Sensitivity analysis of those with cash flow interest rate risk: The interest-fluctuate instruments possessed by the Group were floatinginterest assets (liabilities). Therefore the effective interest rate, as well as the future cash flows, changes along with the market movement. Every one percent decrease (increase) in the market interest rate will increase (decrease) the net profit by ($456,346) thousand and ($441,767) thousand for 2022 and 2021, respectively.

  • B.Credit risk

Credit risk refers to the risk of financial loss to the Group arising from default by counter-parties of financial instruments on the contract obligations. Credit risk of the Group mainly comes from receivables under operating activities and bank deposits and other financial instruments under investing activities. Credit risks related to operation and finance risks are managed separately. Credit risk related to operations

To maintain the quality of accounts receivable, the Group has established the procedures for credit risk management with regards to its operations. Risk assessment on individual customer includes factors that could affect the customer's ability to pay, such as the customer's financial status, the Group’s internal credit ratings, historical transactions and current economic conditions. Financial credit risk

The credit risks of bank deposits and other Financial instruments are measured and monitored by the Group’s financial departments. The Group does not expect significant credit risk because the counterparties are creditworthy and investment-graded financial institutions, companies and government agencies without any significant default concerns. In addition, the Group does not have any debt instrument investments that are either measured at amortized cost, or at FVTOCI.

278

(A) Credit concentration risk

As of December 31, 2022 and 2021, the top ten clients accounted for 58.96% and 42.07% of the Group’s accounts receivable, indicating a credit concentration risk. However, no significant credit concentration risk was shown from the remaining accounts receivables.

  • (B) Measurement of expected credit impairment loss

  • a. Accounts receivables and contract assets apply the simplified approach. Please refer to Note 6.4. and Note 6.30. for details.

  • b. Indications for determining whether the credit risk is increased significantly: None (the Group does not have any debt instrument investments that are either measured at amortized cost, or at FVTOCI).

  • c. Collaterals and other credit enhancement held to avoid credit risks from financial assets

The following table shows the maximum exposure to credit risk regarding financial assets recognized in the consolidated balance sheets, pledged collateral, master netting arrangements and other credit enhancement held by the Group:

December31,2022
Credit-impaired financial
instruments to which
impairment requirements
of IFRS9 are applicable
Financial instruments to
which the impairment
requirements of IFRS 9
are not applicable:
Financial assets at fair
value through profit and
loss
Financial assets
measured at FVTOCI
Total
December 31, 2021
Credit-impaired financial
instruments to which
impairment requirements
of IFRS9 are applicable
Financial instruments to
which the impairment
requirements of IFRS 9
are not applicable:
Financial assets at fair
value through profit and
loss
Financial assets
measured at FVTOCI
Total
Carrying
Amount
$ -
84,641
740,987
$825,628
Carrying
Amount
$ -
289,451
797,724
$1,087,175
Decreased amount of maximum exposure to credit risks amount of maximum exposure to credit risks amount of maximum exposure to credit risks
Collateral
$ -
$ -
Decreased
Net Settlement
Agreement
Other Credit
Enhancement
Total
$ -
$ -
$ -
$ -
$ -
$ -
amount of maximum exposure to credit risks
Total
$ -
$ -
Collateral
$ -
-
-
$ -
Net Settlement
Agreement
$ -
-
-
$ -
Other Credit
Enhancement
$ -
-
-
$ -
Total
$ -
-
-
$ -

279

C.Liquidity risk

(A) Overview

The Group’s objecting in managing liquidity risk is to maintain a sufficient level of cash and cash equivalents, highly-liquid marketable securities and credit lines with banks for daily operations in order to ensure the financial flexibility of the Group.

  • (B) The table below shows an analysis of the financial liabilities held by the Group with defined repayment terms based on maturity dates and undiscounted payment at maturity:
Non-derivative financial
Liabilities
December 12, 2022
Within 6
months
7-12 months 1-2 years 2-5 years Over 5 years
$ -
-
-
-
-
49,168
11,413,190
11,659
$11,474,017

Contractual
cash flows
Carrying
amount

$13,590,171
$13,590,171

1,705,000
1,701,701

458,293
458,293

1,448,256
1,448,256

1,887,927
1,887,927

82,856
69,734

38,793,477
38,677,288

17,741
17,741
$57,983,721
$57,851,111
Short-term loans
Short-term notes and bills
payable
Notes payable
Accounts payable
Other payables
Lease liabilities
(including current)
Long-term loans
(including
current portion)
Guarantee deposits
Received
Subtotal
$10,559,526
1,705,000
458,293
1,448,256
1,884,549
4,977
2,723,547
4,609
$3,030,645
-
-
-
3,378
5,998

1,625,088

80
$ -
-
-
-
-
9,460
4,985,862
291
$ -
-
-
-
-
13,253
18,045,790
1,102
$18,788,757 $4,665,189 $4,995,613 $18,060,145

Further information on lease liability maturity analysis is as follows:

Lease liabilities
Non-derivative financial
Liabilities
Less than 1 year Less than 1 year
1-5 years

1-5 years
5-10 years 5-10 years 10-15 years 10-15 years 15-20
years
Over 20 years
$12,031
Total
undiscounted
lease payments
$10,975
$22,713
$12,582
$12,278

$12,277
$82,856
December 12, 2021
Within 6
months
7-12 months 1-2 years 2-5 years Over 5 years
Contractual
cash flows
$13,905,468

1,358,900
1,508,569
1,698,869
2,373,932

108,296

36,781,953

19,113
$57,755,100
Carrying
amount
Short-term loans
Short-term notes and bills
payable
Notes payable
Accounts payable
Other payables
Lease liabilities
(including current)
Long-term loans
(including
current portion)
Guarantee deposits
Received
Subtotal
$11,752,928
1,358,900
1,508,569
1,698,869
2,354,977
7,733
1,256,938
5,346
$2,152,540

-
-
-
18,955

7,653

3,400,555

912
$ -
-
-
-
-
15,190
4,847,415
87
$ -
-
-
-
-
25,798
15,225,175
2,735
$ -
-
-
-
-
51,922
12,051,870
10,033
$13,905,468
1,356,226
1,508,569
1,698,869
2,373,932
92,106
36,672,422
19,113
$19,944,260 $5,580,615 $4,862,692 $15,253,708 $12,113,825 $57,626,705

Further information on lease liability maturity analysis is as follows:

Lease liabilities Less than 1 year
1-5 years
5-10 years 10-15 years 15-20
years
Over 20 years
$14,487
Total
undiscounted
lease payments
$15,386
$40,988
$12,879 $12,278
$12,278
$108,296

280

The Group does not expect a maturity analysis of which the cash flows timing would be significantly earlier, or the actual amount would be significantly different.

2. Types of Financial instruments

Financial assets
Financial assets measured at amortized cost
Cash and cash equivalents
Notes receivables and accounts receivables
(including related parties)
Other receivables(including related parties)
Other financial assets - current
Refundable deposits
Other financial assets - noncurrent
Financial assets at fair value through profit or loss
- current
Financial assets at fair value through other
comprehensive income or loss - noncurrent
Financial liabilities
Financial liabilities measured at amortized costs
Short-term loans
Short-term notes and bills payable
Notes payable and accounts payable (including
related parties)
Other payables (including related parties)
Long-term loans (including current portion)
Guarantee deposits
Lease liabilities (including due within one year)
December 31 December 31
2022
$8,636,937
3,436,483
165,538
2,529,680
149,671
776,472
84,641
740,987
13,590,171
1,701,701
1,906,549
1,887,927
38,677,288
17,741
69,734
2021
$7,209,529
2,854,764
400,285
1,131,517
59,834
632,997
289,451
797,724
13,905,468
1,356,226
3,207,438
2,373,932
36,672,422
19,113
92,106

(3) Fair Value Information:

  1. For information on fair value of financial assets and financial liabilities not measured at fair value, please refer to Note 12(3)3.For fair value of investment property measured at cost, please refer to Note 6.13. For fair value of investments in associates with quoted prices in an open market, please refer to Note 6.10.

  2. Definition of the three levels in fair value: Level 1:

Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and beneficiary certificates with quoted market prices is included in Level 1. Level 2

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

281

Level 3

Unobservable inputs for the asset or liability. The fair value of the Group’s investment in certain derivative instruments, equity investment without active market and investment property is included in Level 3.

  1. Financial instruments not measured at fair value

  2. Management of the Group thinks that the carrying amount of financial instruments not measured at fair value, including cash and cash equivalents, accounts receivables, other financial assets, refundable deposits, short term loans, short-term bills payable, accounts payable, lease liabilities (including current and noncurrent), long-term loans (including current portion), and guarantee deposits received, is the reasonable approximation of their fair value.

  3. Fair value hierarchy:

  4. The fair value hierarchy of financial instrument is measured at fair value on a recurring basis. Information about the Group’s fair value hierarchy is disclosed in the following table:

the following table:
Item
Assets:
Recurring fair value
Financial assets at fair value
through profit or loss
Non-derivative financial assets
held for trading
Domestic unlisted stocks
Financial assets measured at
FVTOCI
Domestic unlisted stocks
Domestic listed stocks
Total
Item
Assets:
Recurring fair value
Financial assets at fair value
through profit or loss
Non-derivative financial assets
held for trading
Domestic unlisted stocks
Financial assets measured at
FVTOCI
Domestic unlisted stocks
Domestic listed stocks
Total
December31,2022
Level 1
$80,459
-
-
17,992
$98,451
Level 2
Level3
$ -
$ -
4,182
-
-
722,995
-
-
$4,182
$722,995
December 31, 2021
Total

$80,459

4,182

722,995
17,992
$825,628
Level 1
$28,449
-
-
24,244
$52,693
Level 2
$ -
-
-
-
$-
Level 3
$ -
261,002
773,480
-
$1,034,482
Total
$28,449
261,002
773,480
24,244
$1,087,175

282

  1. Fair value valuation technique for instruments measured at fair value:

  2. (1) The fair value of financial instruments with quoted prices in active markets is the quoted market prices. Market prices published by major trading centers and exchanges for on-the-run government bonds are the basis for the fair value of listed equity instruments and debt instruments with quoted prices in active markets. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. If one of the conditions fails, the market is not deemed active. In general, indications of an inactive market include a wide bid-ask spread, a significant increase in the bid-ask spread and low level of trading volume. The fair value of financial instruments with active markets held by the Group are stated by their natures and types as follows:

    • a. Listed stocks: closing prices

    • b. Open-end funds: net worth

  3. (2) Except for financial assets with an active market, the fair value of other financial assets is obtained either based on the valuation technique or by reference to the quotes from counter-parties. Fair value can be obtained by using a valuation technique that refers to the fair value of financial instruments having substantially the same terms and characteristics, the discounted cash flow method, or other valuation technique e.g. the one that applies market information available on the balance sheet date to a pricing model for calculation.

  4. (3) When evaluating financial instruments that are non-standard and with lower complexity, e.g. debt instruments with no active markets, interest rate swaps, foreign exchange swaps and options, the Group adopts valuation techniques that are commonly used by market participants. The parameters used in the valuation models for those financial instruments are normally observable data in the market.

  5. (4) Valuation of derivative financial instruments adopts valuation models that are commonly used by market participants, e.g. discounted cash flows method and option pricing model.

  6. (5) Outputs from the valuation models are estimates and valuation techniques may not be able to reflect all relevant factors of the financial and nonfinancial instruments held by the Group. Therefore, when needed, estimates from the valuation model would be adjusted based on additional parameters, e.g. model risk or liquidity risk. According to the Group's policies of fair value valuation management and relevant control procedures, the Group's management considers that valuation adjustments as being necessary and appropriate for a fair and just presentation of financial and non-financial instruments on the individual balance sheet. Every price data and parameters used in the valuation is reviewed thoroughly and adjusted for current market conditions.

  7. (6) The Group incorporates the adjustment of credit risk assessment into the fair value measurement of financial and non-financial instruments to reflect the credit risk of counter-party and the credit quality of the Group.

  8. Transfers between Level 1 and Level 2 fair value hierarchy: None.

283

7. Statement of changes in Level 3 fair value hierarchy:

Item
Beginning balance
Addition
Disposal
Transferred to Investments accounted for
using equity method
Proceeds from capital reduction
Recognized in profit and loss
Recognized in other comprehensive income
Ending balance
Investment in unquoted
financial instruments
Investment in unquoted
financial instruments
Year Ended December 31
2022
$1,034,482
59,544
-
(261,002)
(26,184)
-
(83,845)
$722,995
2021
$1,358,196
10,000
(29,925)
(379,811)
(847)
(21,838)
98,707
$1,034,482
  1. Valuation process for Level 3 fair value measurement:

  2. Valuation process regarding fair value Level 3 is conducted by the Group’s finance department, by which the independence of fair value of financial instruments is verified though use of independent data source in order to make the valuation results close to market conditions. Such valuation results are regularly reviewed so as to ensure their reasonableness.

The unlisted company stocks held by the Group in an inactive market are mainly based on the market method and net asset value method to estimate the fair value. The market method is judgment is based on the same type of company evaluation, third party quotation, company net value and operating status assessment. The net assets method is based on the assets on the balance sheet of the enterprise as the main basis for evaluating the value of the enterprise.

  1. Quantified information on value fair measured on the basis of major unobservable input value (Level 3):

Part of unlisted stocks are mainly based on market method and net asset value method, in which significant unobservable inputs include liquidity discounts and control premiums. When liquidity discounts decrease or control discount increase, the fair value of these investments will increase.

  • 10.The sensitivity analysis of the fair value on assumption that could possibly and reasonable be substituted for measurement of Level 3 fair value:

The assets measured by the fair value of the third level of the fair value hierarchy of the Group are used to measure the significant unobservable inputs of fair value.

value.
Item Evaluation
technology
Check the
input value
interval Input value and fair value
relationship
Financial assets at fair
value through profit or
loss

Financial assets at fair
value through profit or
loss
Market
Approach
Market
Approach
Lack of
liquidity
discount rate
Lack of
liquidity
discount rate
10%~30%
10%~30%
The higher the degree of
lack of liquidity, the
lower the fair value
estimate
The higher the degree of
lack of liquidity, the
lower the fair value
estimate

284

Net Asset Lack of 5%~15% The higher the degree of Value liquidity lack of liquidity, the Method discount rate lower the fair value estimate Control 5%~20% The higher the control discount discount, the lower the fair value estimate

(4) Transfer of financial assets:

1. Transferred financial assets fully derecognized

The Group entered into accounts receivable factoring agreement with Chang Hwa Bank. According to the contract, the Group does not bear the risk of default over the transferred accounts receivables but only the loss from trade disputes. As the Group did not have any continued participation over those transferred accounts receivables, they were derecognized from the accounts. Information on outstanding receivables is as follows: December 31, 2022 :

Counter-party Advance
Amount -
Beginningof
the Period
Factoring
Amount
Amount
Collected
in Cash
Advance
Amount -
End of the
Period
Annual
Interest
Rate for the
Advance
Amount
Line of
Credit
Chang Hwa Bank
-
(EUR 0)
32,145
(EUR 1,021)
19,000
(EUR 608)
13,145
(EUR 413)
2%-2.07% EUR 500

December 31, 2021 :

Counter-party Advance
Amount -
Beginningof
the Period
Factoring
Amount
Amount
Collected
in Cash
Advance
Amount -
End of the
Period
Annual
Interest
Rate for the
Advance
Amount
Line of
Credit
Chang Hwa Bank
-
(EUR 0)
1,801
(EUR 52)
1,801
(EUR 52)
-
(EUR 0)
1.16464% EUR 2,300

2. Transferred financial assets not fully derecognized: None

(5) Offsetting financial assets and financial liabilities: None.

(6) Others:

Considering the increasingly fierce competition in the stainless steel market after the rise of the steel industry in China and Indonesia, The Group intends to achieve economies of scale in integration of production and marketing operations with Yieh United Steel Corp. through a strategic alliance with Tang Rong Iron Works Co., Ltd., and jointly boost the international competitiveness of Taiwan's stainless steel industry. The Company's Board of Directors resolved on May 4, 2022 to apply to the Fair Trade Commission for the merger of Tang Rong Iron Works Co., Ltd., which will jointly operate by Yieh United Steel Corp. The Group will carry out the plan of acquiring the equity of Tang Rong Iron Works Co., Ltd. after obtaining the permission of the Fair Trade Commission. The Group and Yieh United Steel Corp. will directly or indirectly acquire more than 1/3 or more than 50% equity of Tang Rong Iron Works Co., Ltd. through public acquisition or other means. After the application for this case was filed, it was rejected by the Fair Trade Commission in August 2022 because the submitted documents were still incomplete, and the Group will make up the documents and reapply.

285

13. SUPPLEMENTARY DISCLOSURES

  • A. Significant transactions information

  • (a)Financing provided to others (Table 1)

  • (b)Endorsements/guarantees provided (Table 2)

  • (c)Marketable securities held (excluding investments in subsidiaries and associates) (Table 3)

  • (d)Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)

  • (e)Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital :None.

  • (f)Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (Table 5)

  • (g)Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)

  • (h)Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)

  • (i)Trading in derivative instruments (Note 6.2)

  • (j)The business relationship between the parent and the subsidiaries and significant transactions between them (Table 8)

  • B. Information on investees (Table 9)

  • C. Information on investments in mainland China (Table 10)

  • D. Information of major shareholders: List all shareholders with a stake of 5 percent or greater in shareholding percentage and the number of shares. (Table 11)

286

TABLE 1

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Financing provided to others For The Year Ended December 31, 2022

Unit: Thousands of NT Dollar/ Foreign Currency

No. Creditor Borrower General
ledger
account
Related
party
Maximum
outstanding
balance for
the period
Ending
balance
Amount
actually
drawn
Interest
rate
Nature
of
loan
Transaction
amount
Reason
for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to
a single party
Ceiling on
total loans
granted
Item Value
0 Yieh Phui
Enterprise Co.,
Ltd.
Kuo Chang Enterprise
Co., Ltd.
Other
receivables -
relatedparty
Y 300,000 300,000 145,000 2.57%-
2.89%


2
Operating
capital
12,633,147
(Note 3)


12,633,147
(Note 3)
United Brightening
Development Corp.
Other
receivables -
relatedparty
Y 700,000
700,000

325,000

2.57%-
2.89%


2
Operating
capital
12,633,147
(Note 3)


12,633,147
(Note 3)
1 Yieh Phui (Hong
Kong) Holdings
Limited
Yieh Phui (China)
Technomaterial Co.,
Ltd.
Long-term
receivable –
related party and
Other
receivables -
relatedparty

Y
3,290,769
(RMB293,226)
(USD 61,470)

3,167,520
(RMB 290,238)
(USD 61,470)

3,167,520
(RMB 290,238)
(USD 61,470)

4.25%-
9.43%


2
Operating
capital
12,633,147
(Note 3)


12,633,147
(Note 3)
2 Yieh Phui (China)
Technomaterial
Co.,Ltd.
Tianjin Lianfa
Precision Steel
Corporation
Long-term
receivable –
relatedparty
Y 225,360
(RMB 50,000)

220,470
(RMB 50,000)

220,470
(RMB 50,000)

3.85%-
4.35%


2
Operating
capital
12,633,147
(Note 3)


12,633,147
(Note 3)
3 Shin Yang Steel
Co., Ltd.
Yieh Phui (Hong
Kong) Holdings
Limited
Other
receivables -
relatedparty
Y 213,045
(USD 7,000)

2.00%
2
Operating
capital
808,490
(Note 2)


808,490
(Note 1)
4 Applied Wireless
Identifications Group,
Inc.
Yieh Phui (Hong
Kong) Holdings
Limited
Other
receivables -
relatedparty
Y 89,680
(USD 3,200)

2.35%
2
Operating
capital
152,473
(Note 2)


152,473
(Note 1)
5 EMMT Systems
Corporation
Yieh Phui (Hong
Kong) Holdings
Limited
Other
receivables -
relatedparty
Y 166,950
(USD 6,000)

2.00%
2
Operating
capital
410,318
(Note 2)


410,318
(Note 1)

(Note 1) The maximum amount of total loans to others shall not exceed 40% of the creditor's net worth.

(Note 2) The maximum amount of loans granted to a single entity shall not exceed 40% of the creditor's net worth.

(Note 3) Total loans between foreign entities that are 100% owned directly or indirectly by the Company shall not exceed 40% of the Company’s net worth and loans to a single entity shall not exceed 40% of the Company’s net worth.

(Note 4) Nature of loans is classified as follows: Entities having business relations with the Company is ‘1’; entities with needs for short-term financing is ‘2’.

(Note 5) Transactions between the aforesaid subsidiaries and the parent company have been written off.

287

TABLE 2

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Endorsements/guarantees provided For The Year Ended December 31, 2022

Unit: Thousands of NT Dollar/ Foreign Currency

No. Endorser/
guarantor
Party being endorsed/guaranteed Party being endorsed/guaranteed Limit on
endorsement/
guarantees
provided for a
single party
Maximum
balance for the
period
Ending balance Amount
actually drawn
Amount of
endorsement/
guarantees
collateralized
by properties


Ratio of
accumulated
endorsement/
guarantee to
net equity per
latest financial
statement
Maximum
endorsement/
guarantee
allowable
Guarantee
provided by
parent
company to
subsidiary
Guarantee
provided by
a subsidiary
to parent
company
Guarantee
provided to
subsidiaries
in Mainland
China
Company
name
Relationship with
the endorser/
guarantor
0 Yieh Phui
Enterprise Co.,
Ltd. (Note 1)
Yieh Phui (China)
Technomaterial Co.,
Ltd.
Investee of the
Company’s
Sub-subsidiary
31,582,868 6,310,080
(RMB 1,400,000)

6,173,160
(RMB 1,400,000)

1,726,280
(RMB 391,500)

19.55%
31,582,868
Y Y
Shin Yang Steel Co.,
Ltd.
Subsidiary of the
Company
31,582,868 1,236,000
456,000
104,000 336,000
1.44%

31,582,868
Y
Yieh Phui (Hong
Kong) Holdings
Limited
Subsidiary of the
Company
31,582,868 4,717,425
(USD 155,000)

3,500,940
(USD 114,000)

3,256,054
(USD 50,750)
(RMB 384,978)

11.08%
31,582,868
Y
1 Shin Phui Steel
Corporation
(Note 2)
Yieh Phui Enterprise
Co., Ltd.
Parent company of
the company
1,299,398 981,890
981,890

981,890

981,890

377.82%
1,299,398
Y
2 Kings Garden
International Co.,
Ltd.(Note 3)
Great Emperor Hotel
Co., Ltd.
The same ultimate
parent company
29,408,020 8,175,000
8,175,000

8,175,000

8,175,000

194.59%
29,408,020
3 Great Emperor
Hotel Co., Ltd.
(Note 4)
Kings garden
International Co., Ltd.
The same ultimate
parent company
31,519,489 7,583,000
7,583,000

7,446,000

7,583,000

168.41%
31,519,489
4 Shin Yang Steel
Co., Ltd.(Note 6)
Yieh Phui Enterprise
Co., Ltd.
Parent company of
the company
6,063,672 900,000
900,000

140,000

900,000

44.53%
6,063,672
Y
5 Yieh Phui (China)
Technomaterial
Co., Ltd.(Note 5)
Tianjin Lianfa
Precision Steel
Corporation
Subsidiary of the
Company
9,296,274 44,756
(RMB 9,930)

9,296,274 Y Y
6 Sin Bang
Investment &
Development Co.,
Ltd.(Note 7)
United Brightening
Development Corp.
The same ultimate
parent company
484,562 200,000
200,000

200,000

200,000

82.55%
484,562

288

  • (Note 1): The maximum amount of endorsement/guarantee provided by the Company shall not exceed the Company’s net worth. The same limit applies to the endorsement/guarantee provided by the Company to a single subsidiary.

  • (Note 2): The maximum amount of endorsement/guarantee provided by Shin Phui Steel Corporation shall not exceed 5 times of Shin Phui’s net worth. The same limit applies to the endorsement/guarantee provided by Shin Phui Steel Corporation to a single entity.

  • (Note 3): The maximum amount of endorsement/guarantee provided by Kings Garden International Co., Ltd. shall not exceed 7 times of Kings Garden’s net worth. The same limit applies to the endorsement/guarantee provided by Kings Garden International Co., Ltd. to a single entity.

  • (Note 4): The maximum amount of endorsement/guarantee provided by Great Emperor Hotel Co., Ltd. shall not exceed 7 times of Great Emperor Hotel’s net worth. The same limit applies to endorsement/guarantee provided by Great Emperor Hotel Co., Ltd. to a single entity.

  • (Note 5): The maximum amount of endorsement/guarantee provided by Yieh Phui (China) Technomaterial Co., Ltd. shall not exceed the net worth of Yieh Phui (China) Technomaterial Co., Ltd. The same limit applies to the endorsement/guarantee provided Yieh Phui (China) Technomaterial Co., Ltd. to a single subsidiary.

  • (Note 6): The maximum amount of endorsement/guarantee provided by Shin Yang Steel Co., Ltd. shall not exceed 3 times of Shin Yang’s net worth. The same limit applies to the endorsement/guarantee provided by Shin Yang Steel Co., Ltd. to a single entity.

  • (Note 7) : The maximum amount of endorsement/guarantee provided by Sin Bang Investment & Development Co., Ltd. shall not exceed 2 times of Sin Bang’s net worth. The same limit applies to the endorsement/guarantee provided by Sin Bang Investment & Development Co., Ltd. to a single entity.

  • (Note 8): The net worth referred to above is based on the latest financial statements audited or reviewed by independent auditors.

289

TABLE 3

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Marketable securities held (excluding investments in subsidiaries and associates) For The Year Ended December 31, 2022

Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 Note
Shares (in
thousands)
**Carrying value ** Ownership (%) Fair value
Yieh Phui Enterprise
Co., Ltd.
Fund/ JPMorgan Funds – US Technology Fund - JPM US
TechnologyF(acc)–USD
None Financial assets at fair value through profit or
loss - current
1
2,865

2,865
Fund/ KGI LOHAS Multi-Asset Fund None Financial assets at fair value through profit or
loss - current
500
4,877

4,877
Fund/ Amundi TW - Emerging Markets Green Bond Fund None Financial assets at fair value through profit or
loss - current
250
2,468

2,468
Fund/ UBS (TW) Multi Asset Risk Controlled Sustainable
Fund
None Financial assets at fair value through profit or
loss - current
300
2,964

2,964
Fund/ Cathay US Premium Bond Fund None Financial assets at fair value through profit or
loss - current
500
4,933

4,933
Fund/ Mega Singapore Real Estate Income Fund None Financial assets at fair value through profit or
loss - current
500
4,900

4,900
Fund/ Mega Singapore Real Estate Income Fund None Financial assets at fair value through profit or
loss - current
300
2,940

2,940
Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond
Fund
None Financial assets at fair value through profit or
loss - current
800
7,967

7,967
Total 33,914 33,914
Stock/ Taiwan Ves-Power Co., Ltd. Related party in
substance
Financial assets at fair value through other
comprehensive income or loss - noncurrent
252
50,496

3.60%

50,496
Stock/ New Spring Construction Corp. Related party in
substance
Financial assets at fair value through other
comprehensive income or loss - noncurrent
17,003
137,049

15.49%

137,049
Stock/ Taiwan Implant Technology Company, Ltd. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
701
3,516

4.20%

3,516
Stock/ Sunny Bank None Financial assets at fair value through other
comprehensive income or loss - noncurrent
4,912
51,051

0.15%

51,051

290

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 Note
Shares (in
thousands)
**Carrying value ** Ownership (%) Fair value
Yieh Phui Enterprise
Co., Ltd.

Stock/ Universal Venture Capital Investment Co., Ltd.
None Financial assets at fair value through other
comprehensive income or loss - noncurrent
1,100
7,064

0.91%

7,064
Stock/ Yieh Corporation Limited Related party in
substance
Financial assets at fair value through other
comprehensive income or loss - noncurrent
200
111,065

3.51%

111,065
Stock/ Pacific Harbor Stevedoring Corporation Director of the entity is
the Company’s director
Financial assets at fair value through other
comprehensive income or loss - noncurrent
150
3,565

3.00%

3,565
Stock/ Image DJ Software Corp. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
24
535

0.96%

535
Stock/ Chao-Feng Venture Capital Co., Ltd. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
830
5,613

0.79%

5,613
Stock/ Skylark International Hotel Co., Ltd. Related party in
substance
Financial assets at fair value through other
comprehensive income or loss - noncurrent
26,000
318,020

13.68%

318,020
Stock/ Neolink Capital Corp. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
2,100
16,985

2.57%

16,985
Stock/Taiwan Enterprise No.1 Venture Capital Limited
Partnership
None Financial assets at fair value through other
comprehensive income or loss - noncurrent
10,022
10,022
Stock/ Asia Pacific Telecom Co., Ltd. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
2,949
17,992

0.07%

17,992
Total 732,973 732,973
Worthing Honor
Holdings Ltd.
Stock/ SEE Corporation None Financial assets at fair value through profit
or loss - current
1
United Brightening
Development Corp.
Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond
Fund
None Financial assets at fair value through profit
or loss - current
300 2,987
2,987
Kings garden
International Co., Ltd.

Fund/SinoPac ESG Global Digital Infrastructure Fund
None Financial assets at fair value through profit
or loss - current
300
2,787

2,787
Great Emperor Hotel
Co., Ltd.
Fund/ UBS (TW) Multi Asset Risk Controlled Sustainable
Fund
None Financial assets at fair value through profit
or loss - current
500
4,940

4,940
Shin Yang Steel Co.,
Ltd.
Fund/ Neuberger Berman US Short Duration Non-Investment
Grade Bond Fund
None Financial assets at fair value through profit
or loss - current
500 5,000
5,000
Fund/ Mega Singapore Real Estate Income None Financial assets at fair value through profit
or loss - current
300
2,941

2,941
Fund/ KGI LOHAS Multi-Asset Fund None Financial assets at fair value through profit
or loss - current
300
2,926

2,926
Total 10,867 10,867
Zhengzi Technology Co., Ltd Related party in
substance
Financial assets at fair value through other
comprehensive income - noncurrent
293
4,448

19.50%

4,448

291

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 Note
Shares (in
thousands)
**Carrying value ** Ownership (%) Fair value
EMMT Systems
Corporation
Fund/ Yuanta 2-10 Year Investment Grade Corporate Bond
Fund
None Financial assets at fair value through profit
or loss - current
180
1,776

1,776
Fund/ SinoPac ESG Global Digital Infrastructure Fund None Financial assets at fair value through profit
or loss - current
180
1,672

1,672
Total 3,448 3,448
Yieh Hsing
Enterprise Co., Ltd
Fund/ TCB Dah-Fa Fund None Financial assets at fair value through profit
or loss - current
39
1,563

1,563
Fund/ FSITC Global Utilities and Infrastructure Fund None Financial assets at fair value through profit
or loss - current
212
2,881

2,881
Fund/ KGI LOHAS Multi-Asset Fund None Financial assets at fair value through profit
or loss - current
300
2,926

2,926
Fund/ Amundi TW - Emerging Markets Green Bond Fund None Financial assets at fair value through profit
or loss - current
250
2,468

2,468
Fund/ Mega Singapore Real Estate Income None Financial assets at fair value through profit
or loss - current
300
2,940

2,940
Fund/ Hua Nan Global Carbon Neutral Megatrend Index
Fund
None Financial assets at fair value through profit
or loss - current
300
2,736

2,736
Fund/ Hua Nan Taiwan Environmental Sustainability and
High Dividend Index Fund
None Financial assets at fair value through profit
or loss - current
300
3,015

3,015
Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond
Fund
None Financial assets at fair value through profit
or loss - current
300
2,987

2,987
Total 21,516 21,516
Stock/ Pacific Harbor Stevedoring Corporation Director of the entity is
the Company’s chairman
Financial assets at fair value through other
comprehensive income - noncurrent
150
3,566

3.00%
3,566

292

TABLE 4

Yieh Phui Enterprise Co., Ltd. and Subsidiaries

Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2022

Unit: Thousand Shares;Thousands of NT Dollar

Investor Marketable
securities
General
ledger
account
Counterparty Relationship
with the
investor
Beginning balance Beginning balance Addition Addition Disposal Disposal Ending balance Ending balance
Number
of shares
Amount Number
of shares
Amount Number
of shares
Selling
price
Book
value
Gain
(loss) on
disposal
Number
of shares
Amount
Yieh Phui
Enterprise
Co., Ltd.
Hong Yuh
Assets
Management
Co.,Ltd.
Investments
accounted
for using
equity
method
Capital
increase by
cash
Subsidiary of
the Company
123,920 391,963 32,800 197,746
(Note 1)
156,720 589,709
Hong Yuh
Assets
Management
Co., Ltd.
Lien-Hsin
steel Co.,
Ltd.
Investments
accounted
for using
equity
method
Capital
increase by
cash
Subsidiary of
the Company
1,740 290,022 1,140 200,443
(Note 2)
2,880 490,465

(Note 1): Including capital increase by cash of $328,000 thousand, income and loss on investment accounted for using equity method and the share of other comprehensive income in the amount of ($74,857) thousand and accumulated earning/loss of ($55,397) thousand recognized according to shareholding percentage.

(Note 2): Including capital increase by cash of $349,331 thousand, income and loss on investment accounted for using equity method and the share of other comprehensive income in the amount of $(79,642) thousand and accumulated earning/loss of $(69,246)thousand recognized due to the failure to subscribe to new shares in proportion to its shareholding percentage.

293

TABLE 5

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2022

Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency
Real estate
disposed by
Real estate Transaction
date or
date of
the event
Acquisition
date
Carrying
value
Transaction
amount(Note2)
Status of
collection of
proceeds
Gain (loss)
on disposal
(Note1)
Counterparty Relationship
with the
seller
Reason for
disposal
Price
reference
Other
terms
Yieh Phui
Enterprise
Co., Ltd.
Lands located at Yuliao Rd.,
Qiaotou Dist. and Ding-Yen-Tien
Section in Qiaotou District. with
a total area of 7,623.38 square
and the buildings located on
Yuliao Rd., Qiaotou Dist in
Qiaotou District, with a total area
of 353.68 square meters
August 8,
2022
December
19 ,2003
~
January
31,2005
784,419 2,566,535 768,156 1,782,116 Shin Yang Steel
Co., Ltd.
Subsidiary of
the Company
Long-term
business
planning of
the Group
Evermore
Real Estate
Appraisers
Firm and
Mega Real
Estate
Appraisers
Firm
None

(Note 1): The target of the transaction is a 100%-owned subsidiary of the Company, so the disposal gain of $1,782,116 thousand will be fully written off. (Note 2): The amount of the contract price without tax minus the necessary fee.

294

TABLE 6

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital For The Year Ended December 31, 2022

Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency
Purchaser/
seller
Counterparty Relationship with
the counterparty
Transaction Differences in transaction
terms compared to third
party transactions
Notes/accounts receivable (payable) Note
Purchases
(sales)
Amount Percentage of
total
purchases
(sales)

Credit term
Unit price Credit term Balance Percentage of total
notes/accounts
receivable
(payable)
Yieh Phui
Enterprise Co.,
Ltd.
Yieh Hong Enterprise
Co., Ltd.
Related party in
substance
Purchases T/T or Sight L/C before
goods acceptance.
5,440,217
22.91%
Yieh United Steel
Corporation
An investee
accounted for using
equity method
Sales
Galvanized steel coils;
payment periods were
within one to two months.
carbon steel: payment term
is monthly, and closes in
15 days. Project is
contractuallyagreed

25,249
2.04%
Accounts receivable
385,133
1.15%
Purchases T/T or Sight L/C before
goods acceptance.
5,343
1.23%
Accounts payable
504,675
2.13%
Yieh Corporation
Limited
Related party in
substance
Sales
1-2 months
1,445,599
4.31%
Asiazone Co., Limited An investee
accounted for using
equitymethod
Sales
1-2 months
340,496
27.62%

Accounts receivable
2,478,348
7.39%
Shin Yang Steel Co.,
Ltd.
Subsidiary of the
Company
Sales 750,604
2.24%

1-2 months
32,404
2.62%

Accounts receivable
New Spring
Construction Corp.
Related party in
substance
Sales 114,385
0.34%

Pursuant to the
agreement
Shin Phui Steel
Corporation
Subsidiary of the
Company
Sales 236,611
0.71%

1-2 months
5,447
0.44%

Accounts receivable

295

Purchaser/
seller
Counterparty Relationship with
the counterparty
Transaction Transaction Differences in transaction
terms compared to third
party transactions
Differences in transaction
terms compared to third
party transactions
Notes/accounts receivable (payable) Notes/accounts receivable (payable) Note
Purchases
(sales)
Amount Percentage of
total
purchases
(sales)

Credit term
Unit price Credit term Balance Percentage of total
notes/accounts
receivable
(payable)
Shin Yang Steel
Co., Ltd.
Yieh United Steel
Corporation
An investee
accounted for using
equity method
Purchases 549,804 12.54% T/T or Sight L/C before
goods acceptance.
Yieh Phui
(China)
Technomaterial
Co., Ltd.
Tianjin Lianfa
Precision Steel
Corporation
Subsidiaries Sales 366,475
(RMB 82,902)
1.14% 1-4 months 158,103
(RMB 35,855)
31.29% Accounts
receivable
Asiazone Co.,
Limited
An investee of the
Parent Company
under equity
method.
Sales 229,815
(USD 8,033)
0.74% 1-2 months 12,505
(USD 407)
2.47% Accounts
receivable
Yieh Hsing
Enterprise Co.,
Ltd.
Yieh United
Steel
Corporation
An investee
accounted for
using equity
method
Purchases 3,507,318 67.95% T/T or Sight L/C before
goods acceptance.
59 0.05% Accounts
payable
Asiazone Co.,
Limited
An investee of the
Parent Company
under equity
method.
Purchases 110,729 2.15% Payment 120 days after B/L
date

(Note 1): For the year ended December 31, 2022. The amount of associated companies entrusted the Company to sell stainless steel coils to the European Union amounted to

$251,194 thousand, and the purchase amount of the aforementioned transaction was $245,682 thousand, The Company recognizes income on a net basis for the transaction, and the above disclosed purchase amount does not include the purchase of commissioned sales.

(Note 2):Transactions between the aforesaid subsidiaries and the parent company are eliminated.

296

TABLE 7

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital For The Year Ended December 31, 2022

Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency
Creditor Counterparty Relationship with the
counterparty
Ending balance Turnover rate Overdue receivables Amount collected
subsequent to the end
of the reporting period
(Note 2)
Allowance for
doubtful
accounts
Amount Action
**taken **
Yieh Phui
Enterprise Co., Ltd.
Asiazone Co.,
Limited
Affiliated enterprises 340,496 11.25 162,387
Kuo Chang Enterprise Co.,
Ltd
Subsidiaries 145,000 (Note 1)
United Brightening
Development Corp.
Subsidiaries 325,000 (Note 1)
Shin Yang Steel Co., Ltd. Subsidiaries 1,801,941 (Note 2) 1,123
Yieh Phui (Hong
Kong) Holdings
Limited
Yieh Phui (China)
Technomaterial Co., Ltd.
Subsidiaries 3,167,520
(RMB 290,238)
(USD 61,470)
(Note 1)
Yieh Phui (China)
Technomaterial
Co., Ltd.
Tianjin Lianfa Precision Steel
Corporation

Subsidiaries
220,470
(RMB50,000)
(Note 1)
158,103
(RMB 35,855)

1.81
RMB 4,741

(Note 1): These are accounts receivable financing, on which the calculation of turnover doesn’t apply.

(Note 2): These are other receivable, on which the calculation of turnover doesn’t apply.

(Note 3): Amounts received as of March 9, 2023.

(Note 3):Transactions between the aforesaid subsidiaries and the parent company are eliminated.

297

TABLE 8

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Intercompany Relationship and Significant Intercompany Transactions For The Year Ended December 31, 2022

Individual transactions not exceeding NT$50,000 thousand are not disclosed. Transactions disclosed in assets or revenue will not be disclosed in the opposite transaction.

Unit: Thousands of NT Dollars/Foreign Currency

Number
(Note 1)
Company name Counterparty Relationship
(Note 2)
Transaction Transaction
Account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note 3)
0 Yieh Phui Enterprise
Co., Ltd.
Shin Phui Steel Corporation 1 Sales revenue 236,611 1-2 months after
shipment
0.28%
Shin Yang Steel Co., Ltd. 1 Sales revenue 750,604
1-2 months after
shipment
0.90%
Other receivables 1,801,941
1.93%
Property, plant and
equipment-land
313,721 0.34%

Investment property-land
443,349 0.48%
Kuo Chang Enterprise Co.,
Ltd
1 Other receivables 145,000 0.16%
United Brightening
Development Corp.
1 Other receivables 325,000 0.35%
YIEH PHUI
AMERICA, INC.
1 Accounts receivable 55,066 0.06%
Refundable deposits 758,537 0.81%
1 Yieh Phui (Hong
Kong) Holdings
Limited
Yieh Phui (China)
Technomaterial Co., Ltd.
1 Long-term receivables 3,167,520 3.40%
(RMB 290,238)
(USD 61,470)

298

Number
(Note 1)
Company name Counterparty Relationship
(Note 2)
Transaction Transaction
Account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note 3)
2 Yieh Phui (China)
Technomaterial Co.,
Ltd.
Tianjin Lianfa Precision Steel
Corporation
1 Sales revenue 366,475 1-2 months after
shipment
0.44%
(RMB 82,902)
Accounts receivable 158,103
(RMB 35,855)
0.17%
Long-term receivables 220,470
(RMB 50,000)
0.24%
3 EMMT Systems
Corporation
Applied Wireless
Identifications Group, Inc.
1 Sales revenue 77,776 1-2 months after
shipment
0.09%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

  • Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Note 4: Transactions between the aforesaid subsidiaries and the parent company have been written off.

299

TABLE 9

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information on Investees For The Year Ended December 31, 2022

Unit: Thousands of NT Dollar/ Foreign Currency

Unit: Thousands of NT Unit: Thousands of NT Unit: Thousands of NT Dollar/ Foreign Currency
Investor Investee Location Main business activities Initial investment amount Shares held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Yieh Phui
Enterprise
Co., Ltd.
Yieh Phui (Hong Kong) Holdings
Limited
Hong Kong Investment 7,455,887
7,455,887

233,500

100.00%

9,256,089

(850,249)
(850,250)
Eliter International Corp. Kaohsiung City Construction of
buildings
3,030,403
2,833,595

303,290

30.23%

2,759,689

(138,492)
(42,837)
Yieh Hsing Enterprise Co., Ltd. Kaohsiung City Wire rods trading 2,261,296
2,261,296

304,654

57.41%

626,158

(694,654)
(387,955)
Tangeng Iron Works Co., Ltd. Kaohsiung City Steel trading 1,453,572
1,453,572

39,553

11.30%

1,323,778

(224,948)
(25,421)
E-Da Development Corp. Kaohsiung City Leisure development 2,096,196
2,096,196

209,619

28.44%

891,318

(416,509)
(118,465)
United Brightening Development
Corp.
Kaohsiung City Technical consultation
for steel products
manufacturing
1,887,263
1,815,593

158,060

95.56%

1,696,410

(65,503)
(62,597)
Shin Yang Steel Co., Ltd. Kaohsiung City Steel products related
business
870,000
870,000

98,220

100.00%

238,963

983,194

981,580
Yieh Mau Corp. Kaohsiung City Trading &
manufacturing
422,605
422,605

61,925

23.00%

795,650

254,422

97,444
Kuo Chang Enterprise Co., Ltd. Kaohsiung City Wholesale of hardware 1,385,973
1,356,261

110,341

99.04%

1,256,257

(38,633)
(38,262)
Asiazone Co., Limited Hong Kong Steel trading 595,424
595,424

15,090

32.80%

705,651

(1,979)
(649)
Shin Phui Steel Corporation Kaohsiung City Trading of steel products 214,236
214,236

23,917

100.00%

264,436

3,370

4,411
Sin Bang Investment &
Development Co.,Ltd.
Kaohsiung City Investment 263,709
263,709

19,103

100.00%

242,281

(4,971)
(4,971)

300

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as the period-end held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Yieh Phui
Enterprise
Co., Ltd.
EMMT Systems Corporation Taichung City Manufacturing and
marketing of military
specification printed
circuit boards
310,349
310,348

53,724

78.51%

805,359

233,994

183,710
Good Honor Holdings Ltd. British Virgin
Islands
Investment 14,723
14,723

46

100.00%

4,214

12

12
Gen-Wan Technology Corp. Kaohsiung City Telecommunication 148,611
148,610

4,900

86.99%

71,091

17,280

15,032
Cheng Shin Security Co., Ltd. Kaohsiung City Security 14,000
14,000

1,400

35.00%

7,621

96

34
E-Da Bus Transportation Co.,
Ltd.

Kaohsiung City
Bus transportation 70,259
60,007

1,845

17.09%

2,941

(49,030)
(8,377)
E-DA Tour Bus Co., Ltd. Kaohsiung City Bus transportation 20,900
20,900

1,349

19.00%

10,660

(8,776)
(1,667)
Worthing Honor Holdings Ltd. British Virgin
Islands
Investment 6,672
6,672

100

100.00%

2,846

10

9
E United Japan Co., Ltd. Japan Steel trading 8,027
8,027

-
47.00%
3,929

291

137
Skylark Hot Spring & Resort
Corp.

Kaohsiung City
Hotel industry 11,700
11,700

1,170

14.63%

-
(1,248) -
E-Da Entertainment Co., Ltd. Kaohsiung City Entertainment industry 74,100
74,100

7,410

19.00%

55,549

(1,230)
(234)
Li Hui Development Co., Ltd. Kaohsiung City Investment 321,216
321,216

69,681

44.56%

298,202

34,034

(2,541)
(Note 1)
Ji Chang Enterprise Co., Ltd. Kaohsiung City Investment 5,050
5,050

1,042

45.00%

4,546

466

(99)
(Note 1)
Yieh United Steel Corporation Kaohsiung City Steel products related
businesses
5,023,625
5,023,625

676,661

25.82%

3,858,815

(414,634)
(156,431) (Note 1)
Hong Yuh Assets Management
Co., Ltd.
Kaohsiung City Management service 1,535,200
1,207,200

156,720

80.00%

589,709

(87,679)
(70,143)
E-Da Visual Effects Company
Limited.
Kaohsiung City Entertainment industry 27,543
27,543

3,185

49.00%

-
(8,962) (207)

301

**Investor ** Investee **Location ** Mainbusiness activities Initial investment amount Initial investment amount Shares held as the period-end Shares held as the period-end Shares held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Yieh Phui
~~E~~nterprise
Co., Ltd.
Lian So(H.K) Co., Limited Hong Kong Investment 507,342
507,342

16,560

80.00%

261,779

(62,771)
(50,217)
E-Da Health Biotechnology Co.,
Ltd.

Kaohsiung City
Manufacturer of food
additives
- 3,800
-
- - (12) (2)
Yieh Phui America Inc. U.S. Trading of steel
products
292
292

1

100.00%

132,682

11,317

11,317
Great Emperor Hotel Co., Ltd. Kaohsiung City Hotel industry 3,265,100
3,007,600

317,000

60.15%

2,708,506

(407,912)
(243,390)
Kings Garden International Co.,
Ltd.

Kaohsiung City
Leasing, sales, and
development of
residential and
commercial buildings,
department stores
2,657,400
2,657,400

258,000

54.89%

2,306,161

(270,909)
(148,712)
Xinzhan Engineering and
Management Consulting Co.,
Ltd.
Kaohsiung City Computer equipment
management and
information technology
consulting
3,200
-
320
32.00%

1,436

(5,513)
(1,764)
Total 35,961,873
35,068,529
31,182,726
(2,216,128)
(921,505)
Shin Phui
Steel
Corporation
Groupco Technology Inc. Taichung City RADIO 37,492
37,492

3,830

42.53%

3,807

(346)
(147)
Yieh United Steel
Corporation
Kaohsiung City Steel products related
businesses
24,562
24,562

3,178

0.12%

18,110

(414,634)
(735) (Note 1)
Great Emperor Hotel Co., Ltd. Kaohsiung City Hotel industry 515
515

50

0.01%

427

(407,912)
(39)
Kings Garden International Co.,
Ltd.
Kaohsiung City Leasing, sales, and
development of
residential and
commercial buildings,
department stores
515
515

50

0.01%

447

(270,909)
(29)
Gen-Wan
Technology
Corp.
EMMT Systems
Corporation
Taichung City Manufacturing and
marketing of
military specification
printed circuit boards
27,630
27,630

5,118

7.48%

76,719

233,994

17,500
EMMT
Systems
Corporation
Groupco TechnologyInc. TaichungCity RADIO 45,000
45,000

4,500

49.97%

4,474

(346)
(173)
Applied Wireless Identifications
Group,Inc.
San Francisco, US RFID 242,545
242,545

40,488

88.69%

338,057

61,818

55,014
UniPattern Corporation Kaohsiung City Manufacturing of
computer andperipherals
54,960
54,960

5,200

43.33%

68,858

15,591

533

302

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as the period-end held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Applied
Wireless
Identifications
Group,Inc.
AWID Asia Co., Ltd. Kaohsiung City Telecommunications
equipment
wholesale
- 69,454
-
- - (3,074) (3,074)
Shin Yang
Steel Co., Ltd.
Yieh United Steel
Corporation
Kaohsiung City Steel products related
businesses
17,385
17,385

2,195

0.08%

12,510

(414,634)
(507) (Note 1)
Xinzhan Engineering and
Management Consulting Co.,
Ltd.
Kaohsiung City Manpower dispatching
industry
500
-
50
5.00%

224

(5,513)
(276)
Sin Bang
Investment &
Development
Co.,Ltd.
Tangeng Iron Works Co., Ltd. Kaohsiung City Steel trading 265,482
265,482

7,224

2.07%

241,776

(224,948)
(4,643)
Kuo Chang
Enterprise Co.,
Ltd.

Yieh United Steel
Corporation
Kaohsiung City Steel products related
businesses
439,197
439,197

56,817

2.17%

323,824

(414,634)
(13,135) (Note 1)
Eliter International Corp. Kaohsiung City Construction of buildings 256,709 241,748
25,053

2.50%

228,036

(138,492)
(3,438)
Tangeng Iron Works Co.,
Ltd.
Kaohsiung City Steel trading 786,714
786,714

21,328

6.09%

1,012,185

(224,948)
(13,708)
United
Brightening
Development
Corp.
Chao Ying Investment
Development Co.,Ltd.
Kaohsiung City Investment 341,992
341,992

30,400

100.00%

298,424

(6,262)
(6,262)
Yieh United Steel
Corporation
Kaohsiung City Steel products related
businesses
449,508
449,508

58,151

2.22%

331,426

(414,634)
(13,443) (Note 1)
Tangeng Iron Works Co., Ltd. Kaohsiung City Steel trading 1,177,838
1,177,838

32,050

9.16%

1,500,949

(224,948)
(20,599)
Eliter International Corp. Kaohsiung City Construction of buildings 368,542
363,755

34,292

3.42%

312,127

(138,492)
(3,496)

303

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as the period-end held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Chao Ying
Investment
Development
Co.,Ltd.
Tangeng Iron Works Co., Ltd. Kaohsiung City Steel trading 336,957
336,957

8,898

2.54%

297,802

(224,948)
(5,719)
Hong Yuh
Assets
Management
Co., Ltd.
Lien-Hsin Steel Co., Ltd. Indonesia Metal manufacturing
industry
891,697
542,365

2,880

61.74%

490,465

(132,882)
(73,751)
Prepayment of stock
subscription- Lien-Hsin Steel
Co.,Ltd.
Indonesia Metal manufacturing
industry
55,440
55,440

-
- 55,440
-
-
Lien-Sheng Steel Co., Ltd. Indonesia Metal manufacturing
industry
1,633
1,633

0.05

10.00%

190

(292)
(29)
Lien-Hung Mining Co., Ltd. Indonesia Nickle mining 100,303
100,303

3,787

19.00%

77,285

157,355

23,666
Prepayment of stock
subscription - Lien-Hung
MiningCo.,Ltd.
Indonesia Nickle mining 7,367
7,367

-
- 7,367
-
-
Lien-Heng Mining Co., Ltd. Indonesia Nickle mining 9,371
9,371

381

75.00%

(38,591)
4,949
3,712
Prepayment of stock
subscription - Lien Heng
MiningCo.,Ltd.
Indonesia Nickle mining 69,365
69,365

-
- 69,365
-
-
Asiamax Mining Indonesia Indonesia Nickle mining 89,386
89,386

55

100.00%

39,199

(9,825)
(9,825)
Lian So (H.K)
Co., Limited
Lien-Sheng Steel Co., Ltd. Indonesia Metal manufacturing
industry
13,820
12,456

0.45

90.00%

1,711

(292)
(263)
Lian Yang (Hong Kong)
TradingLimited
Hong Kong Trading business 3,071
2,768

100

100.00%

14,269

9

9
Lien-Hsin Steel Co., Ltd. Indonesia Metal manufacturing
industry
548,174
494,088

1,785

38.26%

303,986

(132,882)
(58,509)
Lien-Hsin
Steel Co., Ltd.
Lien-Hung Mining Co., Ltd. Indonesia Nickle mining 410,207
410,207

16,142

81.00%

317,527

157,355

100,895
Prepayment of stock
subscription - Lien-Hung
MiningCo.,Ltd.
Indonesia Nickle mining 72,393
72,393

-
- 72,393
-
-
Lien-Heng Mining Co., Ltd. Indonesia Nickle mining 18,586
18,586

127

25.00%

(12,864)
4,949
1,237

304

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as the period-end Shares held as the period-end Shares held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022
December 31,
2021
Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Yieh Hsing
Enterprise Co.,
Ltd.
Great Emperor Hotel Co., Ltd. Kaohsiung City Hotel industry 2,099,500
2,099,500

209,950

39.84%

1,793,851

(407,912)
(164,483)
Kings Garden International
Co., Ltd.
Kaohsiung City Leasing, sales, and
development of residential
and commercial buildings,
department stores
2,119,500
2,119,500

211,950

45.10%

1,894,538

(270,909)
(122,168)
United Winner Metals L.P Virginia, US Scrap steel recycling 107,149
107,334

-
33.75%
108,171

13,842

4,672
Cheng Shin Security Co., Ltd. Kaohsiung City Security 4,000
4,000

400

10.00%

2,178

96

10
Eliter International Corp. Kaohsiung City Construction of buildings 748,895
704,450

74,427

7.42%

677,439

(138,492)
(10,215)
E-Da Development Corp. Kaohsiung City Leisure development 437,915
437,915

43,791

5.94%

187,724

(416,509)
(24,748)
Yieh United Steel
Corporation
Kaohsiung City Steel products related
business
20,204
20,204

2,542

0.10%

14,491

(414,634)
(588) (Note 1)
E-Da Health Biotechnology
Co.,Ltd.
Kaohsiung City Manufacturer of food
additives
- 3,800
-
- - (12) -
Xinzhan Engineering and
Management Consulting Co.,
Ltd.
Kaohsiung City Manpower dispatching
industry
800
-
80
8.00%

359

(5,513)
(441)
Kings Garden
International
Co., Ltd.
Hua Li International Co., Ltd. Kaohsiung City Daily necessities, cosmetics
wholesaler
110,000
60,000

11,000

100.00%

46,397

(32,336)
(32,336)
E-Mau Development Co., Ltd. Kaohsiung City Department stores,
amusement parks, and hotel
industry
27,520
27,520

2,752

12.80%

27,408

(344)
(44)
Great Emperor
Hotel Co., Ltd.

E-Mau Development Co., Ltd.
Kaohsiung City Department stores,
amusement parks, and hotel
industry
27,520 27,520
2,752

12.80%

27,408

(344)
(44)

(Note 1): Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation, investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.

305

TABLE 10

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information on Investment in Mainland China For The Year Ended December 31, 2022

Unit: Thousands of NT Dollar/ Foreign Currency

Name of Investee in
Mainland China
Main business
activities
Main business
activities
Total Amount
of
Paid-in Capital
Investment
method
(Note 1)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2022
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2022
Investment Flows Investment Flows Accumulated
Outflow of
Investment
from
Taiwan as of
December 31,
2022
Accumulated
Outflow of
Investment
from
Taiwan as of
December 31,
2022
Net Income
(Loss) of
the
Investee
Ownership
held by
the
Company
(direct or
indirect)
(%)
Share of
Profit/Loss
(Note 2)
Share of
Profit/Loss
(Note 2)
Carrying
Amount
as of
December 31,
2022

Accumulated
Inward
Remittance of
Earnings as of
December 31,
2022
Outflow Inflow
Investor
Yieh Phui
Enterprise
Co., Ltd.
Yieh Phui (China)
Techno material Co., Ltd.
Manufacturing and
marketing of pickled,
cold rolled,
galvanized and
pre-painted steel coils
7,253,702
(USD 236,200)
(Note 6)
(2) a 7,170,785
(USD 233,500)

7,170,785
(USD 233,500)
(861,539) 100% (861,539)
(2) 2
9,296,274
Changshou ChangHuei
Trading Co.
Trading of steel
products
44,094
(RMB 10,000)
(2) a
(Note 4)
532 100% 532
(2) 3
47,837
Tianjin Lianfa Precision
Steel Corporation
Manufacturing and
marketing of special
high grade alloy
414,585
(USD 13,500)
(2) a
(Note 5)
(53,606) 100% (53,606)
(2) 2
(186,261)
Investee in
Mainland China
Accumulated Investment in Mainland
China
as of December 31, 2022
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
**Investor **
Yieh Phui Enterprise Co., Ltd. Yieh Phui (China) Technomaterial Co., Ltd.
7,170,785 (USD 233,500)

7,253,702 (USD 236,200)

18,949,721

(Note 1): Investment methods are classified into the following three categories.

  • (1) Directly invest in a company in Mainland China.

  • (2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.

a. Yieh Phui (Hong Kong) Holdings Limited

  • (3) Others

306

(Note 2): Investment gain or loss recognized in the current period:

  - (1) Please specify if it is in the preparation stage without any investment gains or losses generated.

  - (2) Recognition basis of investment profit or loss is categorized into three types, which shall be identified.

     1. Financial statements audited and certified by the international CPA firms that cooperates with ROC CPA firms.

     2. Financial statements reviewed, or audited and certified by the CPA firm of the parent company in Taiwan.

     3. Others
  • (Note 3): The figures in the Table shall be expressed in New Taiwan Dollars. Carrying amount at the end of the period is converted using the exchange rate on the reporting date (USD:NTD 1:

    • 30.71; RMB: NTD 1: 4.4094). Investment gain or loss recognized in the current period is converted using the average exchange rate in from January 1 to December 31, 2022 (USD: NTD 1: 29.7181; RMB: NTD 1: 4.4204).
  • (Note 4): Yieh Phui (China) Technomaterial Co., Ltd. invests in Changshou ChangHuei Trading Co. with equity funds of RMB 10 million. As of December 31, 2022, accumulated investment amounted to RMB 10 million.

  • (Note 5): The Company originally holds 100% of Tianjin Lianfa Precision Steel Corporation Beneficiary (paid-in capital equals USD 13,500 thousand) through its holding in Hsing Jui Investments Limited. It transferred its ownership to Yieh Phui (China) Technomaterial Co., Ltd. at RMB 20,000 thousand in July 2015. The said proceed, net of tax, of RMB 19,990 thousand (equivalent to USD 3,213 thousand) has been transferred back to the Company’s account in Taiwan.

  • (Note 6): Yieh Phui (China) Technomaterial Co., Ltd. recapitalized its retained earnings of USD 2,700 thousand in April 2016.

  • (Note 7): AWID Changshou Co., Ltd.. was liquidated in June 2021, AWID Sanghai Co., Ltd.. was liquidated in July 2020, Investment in Changshu Chief Leading Edge Construction Materials Co., Ltd. was completely sold in February 2013. Investment amount and earnings were received. Investment in Jiangsu J & Y Engineering Co., Ltd. was liquidated in 2012. Thus:

    • (1) Accumulated investment of NT$ 529,431 thousand by investees in China that were disposed of.

    • (2) Investment gains received from China investees that were disposed: NT$ 69,518 thousand.

  • (2) Significant transactions between the Company and investees in Mainland China during January 1 and December 31, 2022, directly or indirectly through the third area are as follows:

  • Significant transactions between the Company and investees in China: Table 6 attached ~ Table 7 attached in Note 13.

  • Financing between the Company and investees in China: Table 1 attached in Note 13.

  • Endorsement and guarantee provided by the Company for investees in China: Table 2 attached in Note 13.

307

TABLE 11

Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information of Major Shareholders December 31, 2022

Name of major shareholder Number of shares Percentage of ownership (%)
Yieh United Steel Corporation 317,210,602
15.97%
Weiqiao Investment Development Co., Ltd. 216,005,528
10.88%

Note: The information of major shareholders is based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (included treasury shares) by the Company as of December 31, 2022. The share capital in financial report may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

308

14. Segment Information

(1)General information

For the purpose of management, the Group separates its operations based on business unit and has four reportable segments as below:

  • Business Unit Yieh Phui: Primarily engaging in manufacturing and marketing of coated steel and manufacturing and installation of crane.

  • Business Unit Yieh Hsing: Primarily engaging in manufacturing and marketing of steel pipe, steel sheet, and wire rods.

  • Business Unit Yieh Phui (China, including Yieh Phui Hong Kong): Primarily engaging in manufacturing and marketing of coated steel.

  • Business Unit Great Emperor: Primarily engaging in Hotel, Leisure development, and restaurants.

  • Business Unit Kings Garden: Primarily engaging in department stores.

  • Other business units: Primarily engaging in manufacturing and marketing of steel, iron, and military supplies, wholesale of telecommunication equipment, and investment business.

(2) Measurement basis

Management monitors the operation results of its segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss before tax and is measured consistently with profit or loss before tax in the consolidated financial statements. Furthermore, because the information of assets and liabilities is not reported to the chief operating decision maker for operation decision making, segment assets and liabilities are not disclosed. The accounting policies for reportable segments are the same as Group’s accounting policies described in Note 2.

  • (3)Segment information details:

309

Business Unit
Business Unit Business Unit Yieh Phui All other
Year 2022 Yieh Phui Yieh Hsing (China) Great Emperor Kings Garden business units Elimination Total
Sales from external customers $32,574,671 $6,828,696 $32,253,792 $1,280,634 $446,608 $10,305,571 ($14,110) $83,675,862
Sales among intersegments 987,720 - 370,755 27,674 35,488 131,881 (1,553,518) -
Total sales $33,562,391 $6,828,696 $32,624,547 $1,308,308 $482,096 $12,227,856 ($1,567,628) $83,675,862
Operating income (loss) $1,837,406 ($277,703) ($117,962) ($315,263) ($167,935) $1,344,757 $1,234 $2,304,534
Non-operating income and expenses (1,261,669)
Income (loss) before income tax $1,042,865
Income tax (expense) benefit (520,760)
Net income (loss) $522,105
Total assets $93,151,389
Total liabilities $60,359,286
Business Unit
Business Unit Business Unit Yieh Phui All other
Year 2021 Yieh Phui Yieh Hsing (China) Great Emperor Kings Garden business units Elimination Total
Sales from external customers $35,190,621 $7,018,786 $40,644,552 $630,851 $335,365 $6,276,148 ($49,670) $90,046,653
Sales among intersegments 1,663,368 - 1,446,240 11,402 3,759 128,950 (3,253,719) -
Total sales $36,853,989 $7,018,786 $42,090,792 $642,253 $339,124 $7,386,475 ($3,303,389) $90,046,653
Operating income (loss) $3,684,447 $380,307 $1,172,533 ($321,131) ($134,150) $250,044 $1,418 $5,033,468
Non-operating income and expenses 1,282,880
Income (loss) before income tax $6,316,348
Income tax (expense) benefit (1,095,895)
Net income (loss) $5,220,453
Total assets $95,141,053
Total liabilities $62,245,428

310

(4) Information on product and service:

Revenue derived from main goods and services provided by the Company’s continuing operations are classified by business segment. Please refer to disclosure of revenue by business segment.

(5) Geographical information:

Geographical information:
Area
Sales from external customers:
Taiwan
US
Asia
Europe
Others
Total
Area
Non-current assets:
Taiwan
China
Others
Total
Year Ended December 31
2022
2021
$20,887,522
$21,139,839
14,675,528
13,260,879
39,421,520
43,999,926
8,631,216
11,584,591
60,077
61,418
$83,675,863
$90,046,653
Year Ended December 31
2021
$21,139,839
13,260,879
43,999,926
11,584,591
61,418
$90,046,653
2022
$48,149,755
13,984,209
691,817
$62,825,781
2021
$48,630,687
14,436,686
690,350
$63,757,723

(6) Major customer information: No customer has reached the disclosure standard.

311

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

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

Independent Auditors’ Report

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

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

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

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

312

Revenue recognition

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

Description of key audit matter

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

How the matter was addressed in our audit

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

Valuation of inventory

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

Description of key audit matter

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

How the matter was addressed in our audit

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

Other Matters

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

313

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

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

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

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

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

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

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

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

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

314

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

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

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

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

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

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

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

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

315

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

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

Notice to Readers

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

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

316

YIEH PHUI ENTERPRISE CO., LTD STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

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

317

Liabilities andEquity
CURRENT LIABILITIES
Short-term loans
Short-term notes and bills payable
Contract liabilities - current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Provisions - current
Lease liabilities - current
Current portion of long-term loans
Total Current Liabilities
NONCURRENT LIABILITIES
Long-term loans
Deferred tax liabilities
Lease liabilities - noncurrent
Net defined benefit liability - noncurrent
Guarantee deposits
Total Noncurrent Liabilities
TOTAL LIABILITIES
EQUITY ATTRIBUTABLE TO OWNERS OF
THE PARENT
Share capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Treasury shares
Total equity attributable to owners of the parent
TOTAL LIABILITIES AND EQUITY
Note
6(14)
6(15)
6(25)
6(16)
6(17)
6(11)
6(18)
6(18)
6(31)
6(11)
6(19)
6(20)
6(21)
6(22)
6(23)
6(24)
December31,2022
Amount
%
$5,949,747
12
698,755
1
184,494
-
312,774
1
435,057
1
677,828
1
389,744
1
54,148
-
12,314
-
1,377,909
3
10,092,770
20
8,572,649
17
-
-
196,976
-
284,574
1
2,000
-
9,056,199
18
19,148,969
38
19,850,980
39
4,927,302
10
3,393,805
6
785,047
2
3,582,001
7
(822,369)
(2)
(133,898)
-
December31,2022
Amount
%
$5,949,747
12
698,755
1
184,494
-
312,774
1
435,057
1
677,828
1
389,744
1
54,148
-
12,314
-
1,377,909
3
10,092,770
20
8,572,649
17
-
-
196,976
-
284,574
1
2,000
-
9,056,199
18
19,148,969
38
19,850,980
39
4,927,302
10
3,393,805
6
785,047
2
3,582,001
7
(822,369)
(2)
(133,898)
-
December31,2021 December31,2021
Amount
$5,949,747
698,755
184,494
312,774
435,057
677,828
389,744
54,148
12,314
1,377,909
10,092,770
8,572,649
-
196,976
284,574
2,000
9,056,199
19,148,969
19,850,980
4,927,302
3,393,805
785,047
3,582,001
(822,369)
(133,898)
Amount

$5,764,136

648,832

1,908,988
455,374

769,888

857,639

752,666

84,691

9,550

427,459

11,679,223

9,402,884

140,277

190,909

433,518

2,000

10,169,588

21,848,811
18,905,695

4,928,849

2,882,426

706,593

5,113,787

(1,032,962)

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

31,504,388

$53,353,199
59
100

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

318

YIEH PHUI ENTERPRISE CO., LTD.

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

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

OPERATING REVENUE
OPERATING COST
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Total operating expenses
INCOME (LOSS) FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses
Finance costs
Share of profit (loss) of subsidiaries, associates and joint ventures
Total non-operating income and expenses
INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX (EXPENSES) BENEFIT
NET INCOME (LOSS)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity instruments
designated as at fair value through other comprehensive Income
Share of other comprehensive income (loss) of subsidiaries,
associates and joint ventures
Income tax benefit (expense) related to items that will not be
reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit or loss:
Share of other comprehensive income (loss) of subsidiaries,
associates and joint ventures
Income tax benefit (expense) related to items that may
be reclassified subsequently to profit or loss
Total other comprehensive income (loss), net of income tax
TOTAL COMPREHENSIVE INCOME (LOSS)
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share
Diluted earnings (loss) per share
Note Year Ended December 31 Year Ended December 31 Year Ended December 31
2022 2021
Amount % Amount %
6(25)
6(6)
6(27)
6(28)
6(29)
6(30)
6(31)
6(32)
6(33)
6(33)
$33,544,528
(29,703,362)

100
(89)
$36,785,446
(31,340,778)
100
(85)
3,841,166
(1,621,875)
(395,810)

11
(5)
(1)
5,444,668
(1,430,599)
(395,087)

15
(4)
(1)
(2,017,685) (6) (1,825,686) (5)
1,823,481 5
3,618,982
10
11,948
233,915
347,731
(372,928)
(921,505)

-

1

1

(1)
(3)

16,256
130,487
606,863
(349,428)
2,276,311

-
-

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

3

(1)
6,299,471
(1,096,633)
17
(3)
809,507
2
5,202,838 14
87,221
(88,481)
(84,454)
(17,444)
511,016
(44,723)

-

-

-

-

1

-
(78,859)
92,851
47,480
15,772
(251,808)
13,473
-
1
-
-
(1)
-
363,135
1
(161,091) -
$1,172,642
3
$5,041,747 14

$0.41


$2.62
$0.41 $2.62

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

319

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

(In Thousands of New Taiwan Dollars)

Item
BALANCE AT JANUARY 1, 2021
Appropriations of prior year's earnings:
Legal Reserve
Special Reserve
Changes in associates and joint ventures using the equity method
Net income (loss) for 2021
Other comprehensive income (loss) for 2021, net of income tax
Total comprehensive income (loss) for 2021
Changes in ownership interests in subsidiaries
Disposal of financial instruments designated at fair value through
other comprehensive income
BALANCE AT DECEMBER 31, 2021
Appropriations of prior year's earnings:
Legal reserve
Special reserve
Cash dividends
Stock dividends
Changes in associates and joint ventures using the equity method
Net income (loss) for 2022
Other comprehensive income (loss) for 2022, net of income tax
Total comprehensive income (loss) for 2022
Buy-back of treasury shares
Changes in ownership interests in subsidiaries
BALANCE AT DECEMBER 31, 2022
Common Stock Capital Surplus Retained Earnings Other EquityItem TreasuryStock
$ -
-
-
-
-
-
-
-
-
Total Equity
Legal Reserve Special Reserve Unappropriated
Earnings
(Accumulated
Deficits)
Exchange
Differences on
Translating Foreign
Operations
Unrealized Gain (Loss)
on Financial Assets at
Fair Value Through Other
Comprehensive Income
Gain (loss) on
Hedginginstruments
$18,905,695
-
-
-
-
-
$4,929,007
-
-
(158)
-
-
$2,866,052
16,374
-
-
-
-
$559,232
-
147,361
-
-
-
$163,734
(16,374)
(147,361)
(231)
5,202,838
(84,063)

($1,187,536)

-

-

-

-
(238,497)
$226,643
-
-
-
-
161,307
$6,384
-
-
-
-
162
$26,469,211
-
-
(389)
5,202,838
(161,091)
- - - - 5,118,775
(238,497)
161,307 162 5,041,747
-
-
-
-
-
-
-
-
(9,905)
5,149

-

-
-
(1,425)
-
-
(9,905)
3,724
18,905,695
-
-
-
945,285
-
-
-
4,928,849
-
-
-
-
(1,547)
-
-
2,882,426
511,379
-
-
-
-
-
-
706,593
-
78,454
-
-
-
-
-
5,113,787
(511,379)
(78,454)
(945,285)
(945,285)
(1,803)
809,507
152,542

(1,426,033)

-

-

-

-

-

-

461,886
386,525
-
-
-
-
-
-
(255,700)
6,546
-
-
-
-
-
-
4,407
-
-
-
-
-
-
-
-
-
(133,898)
-
($133,898)
31,504,388
-
-
(945,285)
-
(3,350)
809,507
363,135
- - - - 962,049
461,886
(255,700) 4,407 1,172,642
-
-
-
-
-
-
-
-
-
(11,629)

-

-
-
-
-
-
(133,898)
(11,629)
$19,850,980 $4,927,302 $3,393,805 $785,047 $3,582,001
($964,147)
$130,825 $10,953 $31,582,868

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

320

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

(In Thousands of New Taiwan Dollars)

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

$6,299,471

499,603

15,630

349,428

(16,256)

(21,621)

(2,276,311)

12,128

(539,284)

(110,716)

(41)
8,478
1,801,591
(2,078,962)
3,642
(158,569)
5,121
175,203
(228,403)
164,711
3,296,307
115,636

(20,942)

252,664

21,020

180,535

(24,509)

(150,147)

(4,214,695)

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

1,393,919

109,712

358,046

333,299

32,515
(47,925)
(2,433,450) 2,179,566
940,198
(1,973,569)
2,741,789
(4,052,531)
3,864,431
11,165
61,193
(361,330)
(777,296)

2,246,940

16,256

22,780

(357,276)
(8,042)
2,798,163
1,920,658

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

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

4,571
(868,640)

-


23,505

629,116
(586,100)

-

(123,518)

-

-

155,239
(838,004) (775,827)
185,611
-
50,000
540,000
(427,459)
(10,741)
(945,285)
(133,898)

-

(2,147,163)

50,000

9,293,079

(7,754,820)

(9,471)

-

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

576,456

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

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

322

YIEH PHUI ENTERPRISE CO., LTD. NOTES TO STANDALONE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Amounts In Thousands of New Taiwan Dollars, Unless specified Otherwise)

1 GENERAL INFORMATION

  • 1.1 Yieh Phui Enterprise Co., Ltd. (hereinafter referred to as the Company) was established in April 1978, currently a listed company in Taiwan Stock Exchange (hereafter referred to as TWSE). The Company engages mainly in the processing, manufacturing marketing and import/export trading of rolled steel coils, refined steel, molded steel, steel/iron wires, galvanized/pre-painted/surface-treated metals.

  • 1.2 The Company’s Board of Directors resolved on May 23, 2005 to merge (simplified merger) with Lien Kang Heavy Industrial Co., Ltd, with the Company as the surviving company. The record date of the merger was set on August 30, 2005. Every 2.5 common shares of Lien Kang Heavy Industrial Co., Ltd. were converted into 1 common share of the Company. The Company issued additional 4,859 thousand common shares for this merger. Rights and obligations of holders of the newly issued shares were the same as those of the Company’s original shareholders.

  • 1.3 Lien Kang Heavy Industrial Co., Ltd., incorporated on November 23, 1989, mainly engages in manufacturing, processing and trading of the various mechanical spare parts, as well as pipe installation and engineering design /manufacture / installation.

  • 1.4 The Company's steel pipe department, due to its business expansion, was separated from the Company, and was named as Shin Yang Steel Co., Ltd.. Relevant investment on this was approved by the Board of Directors on January 18, 2011, and a total of 191 employees were transferred to Shin Yang Steel Co., Ltd.

  • 1.5 These standalone financial statements are presented in the Company’s functional currency, New Taiwan Dollars.

  • 2 THE AUTHORIZATION OF THE STANDALONE FINANCIAL STATEMENTS The accompanying standalone financial statements were approved and authorized for issue by the Board of Directors on March 9, 2023.

3 APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS

  • (1) Effect of adoption of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

New standards, interpretations and amendments endorsed by the FSC and effective from 2022 are as follows:

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Effective Date Announced by New IFRSs IASB (Note 1) Amendments to IAS 16 “Property, Plant and Equipment: January 1, 2022 (Note 2) Proceeds Before Intended Use” Amendments to IAS 37 “Onerous Contract - Cost of January 1, 2022 (Note 3) Fulfilling a Contract” Amendments to IFRS 3 “Reference to the Conceptual January 1, 2022 (Note 4) Framework” Annual Improvements to IFRSs 2018-2020 January 1, 2022 (Note 5)

  • Note 1: Unless stated otherwise, the New IFRSs above are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The Company should apply these amendments retrospectively. However, the amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 3: This amendment applies to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 4: This amendment applies to business combinations whose acquisition date starts in the annual reporting period after January 1, 2022.

  • Note 5: The amendments to IFRS 9 are applicable to swap or modification of terms of financial liabilities incurred during the annual reporting period beginning on January 1, 2022. The amendment to IAS 41 is applicable to fair value measurement during the annual reporting period beginning after January 1, 2022. The amendments to IFRS 1 are retrospectively applied to the annual reporting period beginning after January 1, 2022.

  • A. Amendment to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use”

  • The amendment stipulates that the sales price of the project produced in order to make property, plant and equipment reach the necessary location and state that can meet the expected operation mode of the management is not suitable as a cost reduction of the asset. The aforementioned items should be measured in accordance with IAS 2 “Inventory”, and the sales price and cost should be recognized in profit and loss in accordance with the applicable standards. This amendment is applicable to factories, property and equipment that reach the necessary locations and conditions for the management's expected operation mode after January 1, 2021 (the beginning of the earliest expression period). When the Company initially applies the amendments, it will recognize the cumulative effect of the amendments applied initially as an adjustment to the opening balance of the retained earnings (or other components of equity, as appropriate) at the beginning of the earliest expression period , and re-edit the information during the comparison period.

  • B. Amendment to IAS 37 “Onerous Contract - Cost of Fulfilling a Contract” The amendment stipulates that when assessing whether the contract is onerous, “Cost of Fulfilling a Contract” should include the incremental cost of fulfilling a contract (for example, direct labor and raw materials) and the allocation of other costs directly related to fulfilling a contract (for example, the depreciation expenses of property, plant and equipment items used in fulfilling a contract are

324

allocated).

  • C. Amendment to IFRS 3“Reference to the Conceptual Framework” The amendment is to update the index of the conceptual framework and add the requirement that the acquirer shall apply IFRIC 21“Levies”to determine whether there is an obligation to pay levies on the acquisition date.

  • D. Annual Improvements to IFRS Standards 2018-2020

    • The annual improvement in the IFRS 2018-2020 includes amendments to certain standards. Among them, the amendment of IFRS 9 “Expenses included in the “10%” test for the purpose of derecognize financial liabilities” is to assess whether there is a significant difference between the swap of financial liabilities or the modification of terms, When comparing cash flow projections of the new and old contract terms (including the net amount of fees charged for signing a new contract or modifying the contract), whether there is a 10% difference, the aforesaid fees collected should only include the payment between the borrower and the lender paid for.

    • The Company has evaluated the aforementioned standards and interpretations, and there’s no significant effect to the Company’s financial position and performance.

  • (2) Effect of new issuances or amendments to IFRSs as endorsed by the FSC but not yet adopted

New standards, interpretations and amendments endorsed by the FSC and effective from 2023 are as follows:

adopted
New standards, interpretations and amendments endorsed
from 2023 are as follows:
by the FSC and effective
NewIFRSs
Amendments to IAS 1 “Disclosure of Accounting Policies”
Amendments to IAS 8 “Definition of Accounting
Estimates”
Amendment to IAS 12 “Deferred Tax Related to Assets and
Liabilities Arising from a Single Transaction”
Effective Date Announced by
IASB
January 1, 2023 (Note 1)
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
  • Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 2: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 3: Except for otherwise specified with for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

  • A. Amendments to IAS 1 “Disclosure of Accounting Policies”

  • This amendment clarifies that when the scale or nature of a transaction, other event or situation is material, and the relevant accounting policy information is also material to the financial report, the relevant material accounting policy information should be disclosed. Conversely, if the enterprise determines that the scale or nature of a transaction, other event or situation is not significant or the relevant accounting policy information is not significant although it is significant, it does not need to disclose non-significant accounting policy information, but the enterprise prepares accounting the conclusion that the policy information is insignificant does not affect the relevant disclosures required by other IFRS standards.

325

  • B. Amendments to IAS 8 “Definition of Accounting Estimates”

  • This amendment defines accounting estimates as the monetary amount of financial statements subject to measurement uncertainty, and provides further explanations, except for corrections due to errors in the previous period, the impact of changes in input values or measurement techniques on accounting estimates is a change in accounting estimates.

  • C. Amendment to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”

  • The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. When the Company initially applies the amendments, it will recognize the cumulative effect of the amendments applied initially as an adjustment to the opening balance of the retained earnings (or other components of equity, as appropriate) at the beginning of the earliest expression period, and re-edit the information during the comparison period.

As of the date the accompany standalone financial statements are authorized for issue, the Company is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.

  • (3) Effect of the IFRSs issued by IASB but not yet endorsed and issued into effect by FSC:
FSC:
NewIFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution
of Assets between an Investor and its Associate or Joint
Venture”
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17
Amendments to IFRS 17 “Initial application IFRS 17 and
IFRS 9 – Compare Information”
Amendments to IFRS 16 "Lease liabilities in sale and
leaseback"
Amendments to IAS 1 “Classification of Liabilities as
Current or Noncurrent”
Amendments to IAS 1 “Non-current Liabilities with
Covenants "
Effective Date Announced by
IASB
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024
January 1, 2024

As of the date the accompany standalone financial statements are authorized for issue, the Company is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.

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4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these standalone financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

4.1 Statement of Compliance

The accompanying standalone financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

4.2 Basis of Preparation

  • (1) Except for the following items, the standalone financial statements have been prepared under the historical cost convention:

  • A. Financial assets and financial liabilities at fair value through profit or loss (including derivative instruments).

  • B. Financial assets and liabilities measured at fair value through other comprehensive income.

  • C. Liabilities on cash-settled share-based payment arrangements measured at fair value.

  • D. Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • (2) The preparation of the standalone financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the standalone financial statements are disclosed in Note 5.

  • (3) When preparing the standalone financial statements, the Company account for subsidiaries, associates and joint ventures by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the standalone financial statements, the differences of the accounting treatment between the standalone basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries, associates and joint ventures and share of other comprehensive income of subsidiaries, associates and joint ventures in the standalone financial statements.

4.3 Foreign Currencies

  • (1) Foreign currency transactions and balance

  • A. Foreign currency transactions are translated into the functional currency using the exchange rates on the trade dates or measurement date. Therefore, foreign exchange differences resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.

  • C. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of

327

non-monetary items are included in profit or loss for the year except for exchange differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.

  • (2) Translation of foreign operations

  • A. The operating results and financial position of all the Company’s subsidiaries, associates and joint ventures that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

    • (c) All resulting exchange differences are recognized in other comprehensive income.

  • B. When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • C. When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

4.4Classification of Current and Noncurrent Assets and Liabilities

(1) Steel Department

  • A. Assets that meet one of the following criteria are classified as current assets:

  • a. Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

  • b. Assets held primarily for trading purposes;

  • c. Assets that are expected to be realized within 12 months after the balance sheet date;

  • d. Cash and cash equivalents, excluding those that are restricted, or to be exchanged or used to settle liabilities at least twelve months after the balance sheet date.

Otherwise they are classified as non-current assets.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities:

  • a. Liabilities that are expected to be settled within the normal operating cycle;

  • b. Assets held primarily for trading purposes;

328

  • c. Liabilities that are expected to be settled within 12 months after the balance sheet date. (Even if a long-term refinancing or re-arrangement of payment agreements is completed after the balance sheet date and before the issuance of the financial report is approved, it is classified as current liabilities).

  • d. Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  • Otherwise they are classified as non-current liabilities

  • (2) Heavy Industry Department

The business cycle of the majority of the construction contracts is longer than 12 months. As a result, assets and liabilities related to the construction contracts are classified as current or non-current assets and liabilities according to the business cycle.

4.5 Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including the original maturity of the time deposits within three months).

4.6 Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • (1) Financial assets

The Company adopts trade-date accounting to recognize and derecognize financial assets.

  • A. Category of financial assets and measurement

  • Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.

  • a. Financial asset at FVTPL

    • Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or it is designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria. Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 12(3).

329

  • b. Financial assets at amortized cost

  • Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • (a) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • (b) The contractual terms of the financial assets give rise on specified date to cash flow that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss. Except for the following two cases, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.

  • (a) Purchased or originated credit-impaired financial assets: for those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • (b) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets: for those financial assets, the Company shall apply the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

  • c. Investments in equity instruments at FVTOCI

  • On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the Company’s right clearly represent a recovery of part of the cost of the investment.

  • B. Impairment of financial assets

  • a. At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable), investments in debt instruments that are measured at FVTOCI, lease receivable and contract assets.

  • b. The Company always recognizes lifetime Expected Credit Loss (i.e. ECL) for accounts receivables. For other financial assets, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial

330

recognition, the Company measures the loss allowance for that financial instrument at an amount equaling to 12-month ECL.

  • c. Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

  • d. The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • C. Derecognition of financial assets

  • The Company derecognises a financial asset when one of the following conditions is met:

  • a. The contractual rights to receive cash flows from the financial asset expire.

  • b. The contractual rights to receive cash flows from the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.

  • c. The Company neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.

On derecognition of financial asset at amortized cost in its entirety, the difference between the financial asset’s carrying amount and the sum of the consideration received is recognized in profit or loss. On derecognition of equity instruments at fair value through other comprehensive income in its entirety, the cumulative profit and loss will be transferred directly to retained earning without reclassified into profit and loss.

  • (2) Equity instruments

The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

  • (3) Financial liabilities

  • A. Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • B. Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

331

  • (4) Modification of Financial instruments

  • When the contractual cash flows of a financial instrument are renegotiated or modified and the renegotiation or modification does not result in the derecognition of that financial instrument, the Company recalculates the gross carrying amount of the financial asset or the amortized cost of the financial liabilities using the original effective interest rate and recognises a modification gain or loss in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial instrument and are amortised over the remaining term of the modified financial instrument. If the renegotiation or modification results in that the derecognition of that financial instrument is required, then the financial instrument is derecognized accordingly.

4.7 Inventories

  • Inventories, under a perpetual system, are measured at the lower of cost and net realizable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and costs necessary to make the sale.

4.8 Investments accounted for using equity method / subsidiaries and associates

  • (1) Subsidiary are all entities controlled by the Company (including structured entities) .The Company controls an entity when the Company is exposed, or variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • (2) Unrealized gains or losses resulting from inter-company transactions with subsidiaries are eliminated. Necessary adjustments are made to the accounting policies of subsidiaries, to be consistent with the accounting policies of the Company.

  • (3) The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognize its share in the subsidiary’s loss proportionately.

  • (4) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transaction with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

  • (5) When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other

332

comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.

  • (6) Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for under equity method and are initially recognized at cost.

  • (7) The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • (8) Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • (9) In the case where an associate issues new shares and the Company does not subscribe or proportionately acquire the new shares, which results in a change in the Company’s ownership percentage of the associate while maintains significant influence on the associate, then “Capital surplus” and “Investments accounted for using under the equity method” shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • (10)When the Company disposes of its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • (11)According to “Regulations Governing the Preparation of Financial Statements by Securities Issuers”, profit for the year and other comprehensive income for the year reported in the standalone financial statement, shall equal to profit for the year and other comprehensive income attributable to owners of the parent reported in the standalone financial statements, equity reported in the standalone financial statements shall equal to equity attributable to owners of parent reported in the standalone financial statements.

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4.9 Property, Plant and Equipment

  • (1) Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized. For property, plant and equipment under construction, sample produced from testing whether the asset is functioning properly before its intended use are measured at lower of the costs or net realizable value. Proceeds from selling such an item and the cost of the item are recognized in profit or loss.

  • (2) Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repair and maintenance is recognized in profit or loss as incurred.

  • (3) Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each end of reporting year. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows: Buildings Main plants 40 to 44 years Main office buildings 40 to 60 years Other accessory equipment 8 to 35 years Machinery and equipment 5 to 53 years Other equipment 3 to 33 years

  • (4) An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

4.10 Leases

The Company assesses whether the contract is (or includes) a lease at the date of the contract.

  • (1) The Company as lessee

Except for payments for low-value asset and short-term leases which will be recognized as expenses on a straight-line basis, the Company will recognize right-of-use assets and lease liabilities for all leases at the inception of lease. Right-of-use asset

The right-of-use asset is initially measured at cost (including the initial measurement amount of the lease liability, the payments less incentives, initial direct costs and the estimated recover cost), the subsequent measurement is based on the cost less accumulated depreciation and accumulated impairment loss, and adjusting the amount of re-measures of lease liabilities.

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The right-of-use asset recognized depreciation is using the straight-line basis from the date of the lease until the expiration of the useful life or the expiration of the lease term, the depreciation is provided that the title of the underlying asset will be acquired at the end of the lease period or, if the cost of the right-ofuse asset reflects the execution of the purchase option

Lease liability

The lease liability is initially measured by the present value of the lease payment (including fixed payment, substantive fixed payment, change in lease payment depending on the index or rate, etc.). If the implied interest rate on the lease is easy to determine, the lease payment is discounted using that interest rate. If the interest rate is not easy to determine, the lessee's increase borrowing rate is used. If the lease period, the evaluation of the purchase choice, the amount of expected to be paid under the residual value guarantee or the change in the index or rate used to determine the lease payment result in a change in the future lease payment, the Company will measure the lease liability and adjust the right to use assets relatively. If the carrying amount has been reduced to zero, the remaining amount will recognize in the profit and loss. Lease liabilities are presented in a single-line project on the standalone balance sheet.

Lease payments in lease agreements that do not depend on the index or rate are recognized as expenses in the period in which they occur.

  • (2) The Company as lessor

  • Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

  • Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

4.11 Investment properties

  • Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes) and include land held for a currently undetermined future use.

  • Investment properties are initially measured at cost, including transaction costs, and subsequently measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

  • Investment properties under construction are stated at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.

  • On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

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4.12 Impairment of non-financial assets

  • The Company assesses at the end of reporting period the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. When the indication of impairment loss recognized in prior years for an asset other than goodwill no longer exists, the impairment loss is reversed to the extent of the loss previously recognized in profit or loss.

4.13 Provisions

  • Provisions (including short-term employee benefits, and onerous contracts) are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date. The discount rate (or rates) shall be a pre-tax rate (or rates) that reflect(s) current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase is recognized as interest expense. Provisions are not recognized for future operating losses.

4.14 Employee benefits

Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

Pensions

  • (1) Defined contribution plans

  • For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund from the plan or a reduction in future contributions to the plan.

  • (2) Defined benefit plans

  • a. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior period. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The discount rate is determined by using the interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the defined benefit plans.

  • b. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

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  • c. Past-service costs are recognized immediately in profit or loss.

  • (3) Employees’ compensation and directors’ and supervisors’ remuneration Employees’ compensation and directors’ and supervisors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the amount accrued and the amount actually distributed is accounted for a change in accounting estimate.

  • (4) Termination benefits

  • Termination benefits are employee benefits provided in exchange for the termination of an employee’s employment as a result of either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of benefits in exchange for the termination of employment. The Company recognizes expense when it can no longer withdraw an offer of termination benefits or when it recognizes related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date are discounted to their present value.

4.15 Share capital and treasury shares

  • (1) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are recognized in equity as a deduction from the proceeds.

  • (2) Treasury Shares

The Company’s treasury shares that have not been disposed or retired are stated at cost and shown as a deduction in stockholders’ equity. When treasury shares are sold, if the selling price is above the book value, the difference is credited to the capital surplus–treasury share transactions; if the selling price is below the book value, the difference is first offset against capital surplus from the same class of treasury share transactions, and the remainder, if any, is then debited to retained earnings. The carrying value of treasury shares is calculated using the weighted-average approach in accordance with the purpose of repurchase. Upon retirement, treasury shares are derecognized against the capital surplus - premium on stocks and capital stock proportionately according to the ratio of shares retired. The carrying value of treasury shares in excess of the sum of the par value and premium on stocks is first offset against capital surplus from the same class of treasury share transactions, and the remainder, if any, is then debited to retained earnings. The sum of the par value and premium on treasury shares in excess of the carrying value is credited to capital surplus from the same class of treasury share transactions.

4.16 Income tax

  • (1) The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

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  • (2) The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • (3) Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

  • (4) Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  • (5) Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  • (6) A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.

4.17 Revenue Recognition

  • The Company recognizes revenue from contracts with customers in accordance with the principles and steps as stated below:

  • (1) Identify the contract with the customer;

  • (2) Identify the performance obligations in the contract;

  • (3) Determine the transaction price;

  • (4) Allocate the transaction price to the performance obligations in contracts; and

  • (5) Recognize revenue upon satisfaction of performance obligations.

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The Company does not adjust the transaction price in a contract for the effects of a significant financing component, if the period between when the customer pays for the goods or services and when the entity transfers the goods or services is one year or less.

  • (1) Sale of goods

Sales revenue from goods mainly comes from the sales of galvanized steel coils and painted steel coils. Sales revenue is recognized when the control of goods is passed to customers. Since customers have obtained the right to set the price and make use of the goods and assumed the responsibility for resale and risks of obsolescence, the Company recognizes revenue and accounts receivable at such time point, presented as the net amount after deducting sales returns, discounts and allowance. When supplying materials for processing, control of the processed goods is not transferred, in which case it is not recognized as revenue.

  • (2) Service revenue

  • Service revenue is recognized when the service is rendered. Revenue from service rendered in accordance with contracts is recognized in proportion to the completion of a contract.

  • (3) Revenue from construction contracts

A real estate contract is a construction contract under which the real estate units have been controlled by customers in the process of construction, in which case the Company recognizes revenue over time. Since construction costs are directly related to the stage of completion of performance obligations, the Company measures the stage of completion by the ratio of real costs incurred to date to total expected costs. The Company recognizes contract assets over the construction period, and transfers them to accounts receivables upon billing the customers. Where the construction proceeds received exceed the recognized amount, the difference is recognized as contract liability. Construction retainage, which is the amount withheld by customers in accordance with the contractual terms in order to assure that the Company will satisfy its contractual obligation, is recognized as a contract asset before the Company completes its performance obligation. If the outcome of the performance obligations cannot be measured reliably, construction revenue is recognized only to the extent of the expenses incurred for satisfaction of performance obligations that are expected to be recovered.

  • (4) Revenue from leases, dividends and interests

  • A. The rental revenue shall be recognized as revenue in the duration of the lease based on straight-line method.

  • B. Dividend revenue from investments is recognized when the rights of shareholders to receive payment are established, provided that the economic profits arising from such transaction are highly probable to flow to the Company and the amount of such benefits can be reliably measured.

  • C. Interest revenue is recognized based on outstanding principal and applicable effective interest according to passage of time on an accrual basis.

4.18 Borrowing costs

  • Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of those assets until substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.

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To the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset, the entity shall determine the amount of borrowing costs eligible for capitalization as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings.

Except for those qualifying capitalization, all other borrowing costs are recognized as an expense in profit or loss as incurred.

5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND MAJOR SOURCES OF ASSUMPTION UNCERTAINTY

The Company takes into account the economic impact of changes in climates and related governmental policies and regulations on significant accounting estimates and reviews the basic assumptions and estimation on an ongoing basis. If a change in accounting estimate affects only the current period, the effect is recognized in the current period. If a change in accounting estimate affects both current and future periods, the effects are recognized in both periods.

In the preparation of the standalone financial statements, the critical accounting judgments the Company has made and the major sources of estimation and assumption uncertainty are described as follows:

5.1 Critical judgements in applying accounting policies

(1) Revenue recognition

The Company follows IFRS 15 to determine if it controls the specified good or service before that good or service is transferred to the customer, and the Company is acting as a principal or an agent in that transaction. When the Company acts as an agent, revenue is recognized on a net basis.

The Company acts as a principal as that it meets one of the following situations:

  • A. The Company gains control over the goods from the other party before transferring goods to customers.

  • B. The Company controls the right of providing service by the other party in order to control the ability of the party to provide service to customers.

  • C. The Company gain control over goods or service from the other party in order to combine with other goods or services to provide specific goods or services to customers.

The indicators (not limited to) which assist making judgment on whether the Company controls the goods or services before transferring goods or services to customers:

  • A. The Company has primary responsibilities for the goods or services it provides;

  • B. The Company bears inventory risk before transferring the specific goods or services to customer, or after transferring the control to customer (for example, if the customer has the right to return).

  • C. The Company has the discretion to set prices.

(2) Lease term

In determining the lease term, the Company considers all the facts and circumstances that generate an economic incentive to exercise (or not exercise) the option, including all expected change of facts and circumstances from the inception of commencement to the exercise of the option. The considerations include the contract clause and conditions of the period covered by the option, the

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significant leasehold improvements made (or expected) during the contract period, and the importance of the underlying assets to the Company's operations. The lease period is reassessed when significant events or major changes occur within the control of the Company.

5.2 Critical accounting estimates and assumptions

(1) Estimated impairment of financial assets

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and in selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise.

(2) Process of fair value measurement and evaluation

When the assets and liabilities at fair value with no active market, the Company determines whether to use outside appraisal and using proper evaluation techniques based on related regulation or its own judgment.

If the Level 1 input value is not available while evaluating, the Company refers to the analysis of the investee’s financial position and operating outcome, recent trading price, quotes on non-active market of same equity instrument, quotes on active market of similar equity instrument and evaluation multiples of comparable companies. If the future input value is different from expectation, the fair value might change. The Company updates input values quarterly according to the market status in order to monitor if the measurement of fair value is appropriate.

(3) Impairment assessment of tangible and intangible assets

In the course of impairment assessments, the Company determines, based on how assets are utilized and relevant industrial characteristics, the useful lives of assets and the future cash flows of a specific company of the assets. Changes in economic circumstances or the Company’s strategy might result in material impairment of assets in the future.

(4) Impairment assessment of investments accounted for using the equity method

The Company assesses the impairment of an investment accounted for using the equity method once there is any indication that it might have been impaired and its carrying amount cannot be recoverable. The Company assesses the recoverable amounts of an investment accounted for using the equity method based on the present value of the Company’s share of expected future cash flows of the investee or the present value of expected cash dividends receivable from the investee and expected future cash flows from disposal of the investment, analyzing the reasonableness of related assumptions.

(5) Realisability of deferred tax assets

Deferred assets are recognized only to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be utilized. The Company’s management assesses the realisability of deferred tax assets by making critical accounting judgements and significant estimates of expected future revenue growth rate and gross profit rate, the tax exemption period, available tax credits, and tax planning, etc. Changes in global economic environment, industrial environment, and laws and regulations might result in material adjustments to deferred tax assets.

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(6) Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value; thus, the Company estimates the net realizable value of inventory for obsolescence and unmarketable items on balance sheet date due to the rapid technology changes and writes down inventories to the net realisable value.

(7) Calculation of accrued pension obligations

  • When calculating the present value of defined pension obligations, the Company uses judgments and actuarial assumptions to determine related estimates, including discount rates and future salary increase rate. Changes in these assumptions may have a significantly impact on the carrying amount of defined pension obligations.

(8) Tenant's increase in borrowing interest rate

The fair values at the time of the decision to increase the borrowing rate of the lessee used in the lease payment, the risk-free interest rate and the same currency is used as the reference rate, and the estimated lessee's credit risk sticker and lease specific adjustments (such as asset-specific and secured factors) are taken into account.

6. DETAILS OF SIGNIFICANT ACCOUNTS

6.1 Cash and cash equivalents

1 Cash and cash equivalents
Item
Cash on hand
Checking account
Demand deposits
Total
December 31
2022
$1,740
205,029
1,926,898
$2,133,667
2021
$1,740
441,232
472,308
$915,280
  • 1.The financial institutions dealing with the Company are credit worthy, and the Company’s transactions with a number of financial institutions to diversify credit risk are unlikely to be expected to default.

  • 2.The Company had no cash and cash equivalents pledged to others.

6.2 Financial assets at fair value through profit - current

Item
Non-derivative financial assets
Mutual funds
Domestic unlisted preferred stock
Total
December 31 December 31
2022
$33,914
-
$33,914
2021
$21,320
196,808
$218,128
  • 1.The Company had no financial assets at fair value through profit or loss pledged to others.

  • 2.Please refer to Note 12(2) for credit risk management and evaluation method.

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6.3 Notes receivable, net

Notes receivable, net
Item
At amortized cost
Notes receivable
Less: Loss allowance
Net
December 31
2022
$1,754
(8)
$1,746
2021
$6,875
(39)
$6,836
  • 1.The Company had no notes receivable pledged to others.

  • 2.Please refer to Note 7.3.5. for accounts receivable with related parties

  • 3.The relevant disclosure of loss allowance for notes receivable. Please refer to Note 6.4.

6.4 Accounts receivable, net

Accounts receivable, net
Item
At amortized cost
Accounts receivable
Less: Loss allowance
Net
December 31
2022
$750,754
(3,438)
$747,316
2021
$925,956
(5,268)
$920,688
  • A. Accounts receivable are created by the Company by selling goods, and the average collection period for Carbon Steel Department is 30~60 days. The collection period for Engineering Department is based on contractual terms. The Company’s accounts receivables all meet the credit standards stipulated based on the counterparties' industrial characteristics, operation scale and profitability.

  • B. The Company had no accounts receivable pledged to others.

  • C. The Company applies the simplified approach to provisions for expected credit losses prescribed by IFRS 9, which permits the use of a lifetime expected credit losses provision for trade receivables. The expected credit losses on trade receivables are estimated by provision matrix and reference to past account aging records of the debtor, an analysis of the debtor’s current financial position, industrial trend. As the Company’s historical credit losses experience does not show significantly different loss patterns for different customer segments, the provision for losses based on past due status of receivables is not further distinguished between the Company’s different customer base.

The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, these are recognized in profit or loss.

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The Company measures the allowance for notes receivable, and accounts receivable to the provision matrix (including related parties):

December 31, 2022
Not past due
December 31, 2021
Not past due
Expected
credit loss
rate
0%-0.5%
Expected
credit loss
rate
0%-0.5%
Gross
carrying
amount
$1,240,251
Gross
carrying
amount
$1,192,171
Allowance for
doubtful
accounts (ECL)
($5,506)
Allowance for
doubtful
accounts (ECL)
($6,152)
Amortized
cost
$1,234,745
Amortized
cost
$1,186,019

Movements of the loss allowance for notes receivable and accounts receivable (including related parties) were as follows:

Beginning balance
Add: Provision for impairment
Less: Reversal of Impairment Loss
Ending balance
Year Ended December 31 Year Ended December 31
2022
$6,152
-
(646)
$5,506
2021
$5,422
730
-
$6,152

As of December 31, 2022 and 2021, the above provision has already taken into consideration collateral or other credit enhancement. The other credit enhancement (e.g., L/C) possessed by above receivables were $732,321 thousand, and $855,301 thousand, respectively.

Please refer to Note 12(2) for the relevant credit risk management and assessment.

6.5 Other receivables

Other receivables
Item
Business tax refundable
Purchase allowance receivable
Proceeds receivable arising from sale
of funds
Others
Total
Less: Loss allowance
Net
December 31
2022
$62,000
17,284
-
1,357
80,641
-
$80,641
2021
$203,500

97

21,323
1,414
226,334

-
$226,334

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6.6 Inventories and operating cost

Item
Steel Department:
Raw materials
Supplies
Work in progress
Finished goods
By-products and scraps
Subtotal
Heavy Industry Department:
Raw materials
Supplies
Subtotal
Total
December 31 December 31
2022
$1,984,462
16,005
452,338
1,487,819
113,566
4,054,190
208,089
7,228
215,317
$4,269,507
2021

$1,995,263

18,041

956,461

4,379,693

127,317

7,476,775

81,666

7,373

89,039

$7,565,814
1.Inventory gains (losses) recognized as cost of sales are as follows:
Year Ended December 31
Item
2022
2021
Cost of inventories sold
$29,139,281
$30,262,635
Construction cost
430,734
621,332
Processing cost
131,363
170,071
Unallocated manufacturing overhead
141,617
10,809
Purchase and construction contract loss
(recovery gain)
(33,965)
31,411
Inventory valuation loss and
obsolescence loss (recovery gain)
(105,668)
244,520
Total operating cost
$29,703,362
$31,340,778
1.Inventory gains (losses) recognized as cost of sales are as follows:
Year Ended December 31
Item
2022
2021
Cost of inventories sold
$29,139,281
$30,262,635
Construction cost
430,734
621,332
Processing cost
131,363
170,071
Unallocated manufacturing overhead
141,617
10,809
Purchase and construction contract loss
(recovery gain)
(33,965)
31,411
Inventory valuation loss and
obsolescence loss (recovery gain)
(105,668)
244,520
Total operating cost
$29,703,362
$31,340,778
1.Inventory gains (losses) recognized as cost of sales are as follows:
Year Ended December 31
Item
2022
2021
Cost of inventories sold
$29,139,281
$30,262,635
Construction cost
430,734
621,332
Processing cost
131,363
170,071
Unallocated manufacturing overhead
141,617
10,809
Purchase and construction contract loss
(recovery gain)
(33,965)
31,411
Inventory valuation loss and
obsolescence loss (recovery gain)
(105,668)
244,520
Total operating cost
$29,703,362
$31,340,778
2022
$29,139,281
430,734
131,363
141,617
(33,965)
(105,668)
$29,703,362
2021
$30,262,635

621,332

170,071

10,809

31,411

244,520

$31,340,778
  1. The Company recognized inventory valuation loss (recovery gain) of ($105,668) thousand and $244,520 thousand for the years ended December 31, 2022 and 2021, respectively, due to inventory’s write-down to net realizable value, or the net realizable value of inventories recovered as a result of market stabilization that enabled the Company to raise prices on certain products.

  2. 3.The Company had no inventory pledged as collateral.

6.7 Prepayments

Item
Prepaid material purchase
Prepaid insurance
Prepaid sea freight
Other prepayments
Total
December 31 December 31
2022
$222,603
46,244
23,898
5,174
$297,919
2021
$215,352
45,268

149,035
3,900
$413,555

345

Please refer to Note 7.3.7. for prepayments with related parties

6.8 Financial assets at fair value through other comprehensive income - noncurrent

noncurrent
Item
Equity instruments:
Domestic listed stocks
Domestic unlisted stocks
Subtotal
Valuation adjustment
Total
December 31
2022
$45,000
594,640
639,640
93,333
$732,973
2021
$45,000
566,106
611,106
181,814
$792,920
  • 1.The Company invests in domestic listed and unlisted stocks in accordance with its medium/long-term strategies and expects to make a profit through long-term investment. Management of the Company believes that it is not consistent with the afore-mentioned long-term investment planning if the short-term fair value changes of such investment are presented in profit or loss. Therefore, the Company elects to designate such investment as to be measured at FVTOCI.

  • 2.For related credit risk management and means of assessing, please refer to Note 12(2).

  • 3.As of December 31, 2022 and 2021, the Company had no financial assets at FVTOCI pledged as collateral.

6.9 Investments accounted for using equity method

Investee
Subsidiaries:
Yieh Phui (Hong Kong) Holdings Limited
Yieh Hsing Enterprise Co., Ltd.
Kuo Chang Enterprise Co., Ltd.
United Brightening Development Corp.
Great Emperor Hotel Co., Ltd.
Kings Garden International Co., Ltd.
Others
Subtotal
Associates:
Associates with significance:
Yieh United Steel Corp.
Eliter International Corp.
Tangeng Iron Works Co., Ltd.
E-Da Development Corp.
Associates without significance
Subtotal
December 31 December 31
2022
$9,256,089
626,158
1,256,257
1,696,410
2,708,506
2,306,161
2,613,360
20,462,941
3,858,815
2,759,689
1,323,778
891,318
1,886,185
10,719,785
2021
$9,952,393
990,377
1,241,988
1,659,556
2,706,640
2,454,872
3,021,201
22,027,027
3,809,524
2,612,724
1,337,428
1,024,355
1,829,875
10,613,906

346

Prepaid investment: Great Emperor Hotel Co., Ltd. Total

  • 134,802 $31,182,726 $32,775,735

1.Subsidiaries:

  • (1) For information of the Company’s subsidiaries, please refer to Note 4.3 of the Company’s Year 2022 consolidated financial statements.

  • (2) Investments accounted for using equity method and the Company’s share of profit or loss and share of other comprehensive income were calculated based on audited financial statements, except for those of Good Honor Holdings Ltd. and Worthing Honor Holdings Ltd. However, management of the Company considered no material adjustment if the financial statements of afore-mentioned subsidiaries had been audited.

  • 2.Associates:

  • (1) Major associates of the Company are as follows:

CompanyName
Yieh United Steel Corp.
Eliter International Corp.
Tangeng Iron Works Co., Ltd.
E-Da Development Corp.
ShareholdingPercentage ShareholdingPercentage
December 31,2022
25.82%
30.23%
11.30%
28.44%
December 31,2021
25.82%
30.06%
11.30%
28.44%

Please refer to Table 8 and Table 9 in Note 13 for the nature of business, main operation location and countries of registration of the associates listed above.

  • (2) The summarized financial information in respect of the Company’s major associates is as follows:

  • A. Balance Sheets

associates is as follows:
A. Balance Sheets
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Share in associates’ net assets
Unrealized loss from transactions
with associates
Carrying amount of associate
Yieh United Steel Corp.
December 31,2022
$11,412,844
33,044,982
16,696,478
12,394,087
$15,367,261
$3,968,236
(109,421)
$3,858,815
December 31,2021
$13,210,694
33,496,778
22,226,992
9,492,536
$14,987,944
$3,870,286
(60,762)
$3,809,524
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Eliter International Corp. Eliter International Corp.
December 31,2022
$6,904,181
5,111,114
1,438,125
1,301,991
$9,275,179
December 31,2021
$7,201,584
4,938,621
2,606,211
697,067
$8,836,927

347

Share in associates’ net assets
Unrealized loss from transactions
with associates
Carrying amount of associate
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Share in associates’ net assets
Unrealized loss from transactions
with associates
Carrying amount of associate
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Equity
Share in associates’ net assets
Unrealized loss from transactions
with associates
Carrying amount of associate
$2,803,424
$2,656,247
(43,735)
(43,523)
$2,759,689
$2,612,724
TangengIron Works Co.,Ltd.
$2,803,424
$2,656,247
(43,735)
(43,523)
$2,759,689
$2,612,724
TangengIron Works Co.,Ltd.
December 31,2022
December 31,2021
$3,383,886
$6,013,103
23,281,565
23,420,763
2,510,042
3,929,425
10,109,287
11,337,528
$14,046,122
$14,166,913
$1,323,778
$1,337,428
-
-
$1,323,778
$1,337,428
E-Da Development Corp.
December 31,2022
December 31,2021
$415,062
$477,649
7,615,363
7,831,811
1,268,260
879,467
3,602,817
3,802,219
$3,159,348
$3,627,774
$898,590
$1,031,821
(7,272)
(7,466)
$891,318
$1,024,355
December 31,2021
$6,013,103
23,420,763
3,929,425
11,337,528
$14,166,913
$1,337,428
-
$1,337,428
December 31,2022
$415,062
7,615,363
1,268,260
3,602,817
$3,159,348
$898,590
(7,272)
$891,318
B.Statements of Comprehensive Income
Operating revenue
Net income (loss)
Other comprehensive income (loss) (net after tax)
Total comprehensive income (loss)
Dividends received from associate
Yieh United Steel Corp.
2021
$52,515,518
4,734,265
(257,373)
$4,476,892
$-
2022
$44,439,777
(414,634)
798,680
$384,046
$-

348

Operating revenue
Net income (loss)
Other comprehensive income (loss) (net after tax)
Total comprehensive income (loss)
Dividends received from associate
Operating revenue
Net income (loss)
Other comprehensive income (loss) (net after tax)
Total comprehensive income (loss)
Dividends received from associate
Operating revenue
Net income (loss)
Other comprehensive income (loss) (net after tax)
Total comprehensive income (loss)
Dividends received from associate
Eliter International Corp.
2022
2021
$211,191
$316,081
(138,492)
(201,946)
(23,256)
23,256
($161,748)
($178,690)
$-
$-
TangengIron Works Co.,Ltd.
2022
2021
$14,021,337
$16,813,060
(224,948)
1,586,251
104,158
30,654
($120,790)
$1,616,905
$-
$-
E-Da Development Corp.
2022
2021
$607,090
$561,189
(416,509)
(376,515)
(51,917)
51,917
($468,426)
($324,598)
$-
$-
2022
$607,090
(416,509)
(51,917)
($468,426)
$-

(3) Shares of individually insignificant associates of the Company are summarized as follows:

as follows:
Share of:
Net income (loss)
Other comprehensive income (loss) (net after tax)
Total comprehensive income (loss)
Year Ended December 31
2022
$82,075
(17,842)
$64,233
2021
$44,419
16,430
$60,849
  • (4) Associates of the Company with quoted prices in active market (Level 1 fair value inputs) are as follow:
value inputs) are as follow:
Yieh United Steel Corp. (Note)
Tangeng Iron Works Co., Ltd.
Total
December 31
2022
$4,019,579
1,255,808
$5,275,387
2021
$5,573,489
1,414,020
$6,987,509

(Note): The fair value information above does not include shares acquired in private placement, which are not allowed to be transferred freely in open markets.

349

  • (5) For Tangeng Iron Works Co., Ltd., Skylark Hot Spring & Resort Corp., E-Da Tour Bus Corporation, E-Da Bus Transportation Co., Ltd., and E-Da Entertainment Co., the Company has significant influence either as a result of holding more than 20% of their respective shares with its subsidiaries, or being a director in such entities. Consequently, those entities are accounted for using equity method.

  • (6) After considering the amount and distribution of other shareholders which are not extremely dispersed, the Company is not able to lead the company’s activities. Thus, the Company and its subsidiaries has no control even though it holds 45%, 43.56%, 34.38% and 30.51% of Zheng Xin Security Co., Ltd., Eliter International Corp., E-Da Development Corp., and Yieh United Steel Corp. and is the single largest shareholder. The management of the Company believes the Company only had significant impact to these companies, so classified them as the associates.

  • (7) The Company participated in the private placement of Yieh United Steel Corp. in February 2017, and December 2015, and subscribed at $ 7 per share, with the total subscription amount of $204,876 thousand and $1,100,400 thousand, respectively. Pursuant to the Securities and Exchange Act, securities from private placement can only be traded freely in the open markets when they are held for three years from the delivery date and the issuer has to complete the supplementary procedures of public offering.

  • (8) Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corp., an investee accounted for using equity method, investment gain (loss) is recognized using the treasury stock approach.

  • (9) Except for E United Japan Co., Ltd., investments accounted for using equity method and the Company’s share of profit or loss and other comprehensive income are calculated based on audited financial statements of those investees. However, the Company’s management considers no material impact if the financial statements of above investees had been audited.

  • (10) As of December 31, 2022 and 2021, no investments under equity method were pledged as collateral by the Company.

6.10 Property, Plant and Equipment

Property, Plant and Equipment
Item
Land
Buildings and structures
Machinery
Other equipment
Equipment to be inspected and
construction in progress
Total cost
Less: Accumulated depreciation
Accumulated impairment
Total
December 31
2022
$1,293,296
3,527,064
13,399,063
835,836
203,334
19,258,593
(12,491,663)
(70,671)
$6,696,259
2021
$1,507,283
3,572,808
13,329,841
859,127
230,584
19,499,643

(12,168,670)
(70,671)
$7,260,302

350

Cost Land Buildings and
structures
Machinery Otherequipment Equipment to be
inspected and
construction in
progress
Total
$1,507,283
99,734
(313,721)
-

$3,572,808

9,991

(56,982)

1,247
$13,329,841
43,395
(64,644)
90,471
$859,127
18,441
(93,397)
51,665

$230,584

116,133

-

(143,383)
$19,499,643
287,694
(528,744)
-
Balance, January 1, 2022
Additions
Disposals
Reclassifications
Balance, December 31, 2022
Accumulated depreciation
andimpairment
$1,293,296
$3,527,064
$13,399,063 $835,836
$203,334
$19,258,593
$ -
-
-

$2,239,476

111,348

(28,987)
$9,333,500
348,597
(56,185)
$595,694
40,759
(92,539)

$70,671

-

-
$12,239,341
500,704
(177,711)
Balance, January 1, 2022
Depreciation
Disposals
Balance, December 31, 2022
$ -
$2,321,837
$9,625,912 $543,914
$70,671
$12,562,334
Cost Land Buildings and
structures
Machinery Otherequipment Equipment to be
inspected and
construction in
progress
Total
$1,507,283
-
-
-
$3,619,042
8,146
(63,211)
8,831
$12,664,614
46,282
(27,561)
646,506
$831,549
9,397
(43,770)
61,951
$363,056
584,816
-
(717,288)
$18,985,544
648,641
(134,542)
-
Balance, January 1, 2021
Additions
Disposals
Reclassifications
Balance, December 31, 2021
Accumulated depreciation
and impairment
$1,507,283 $3,572,808 $13,329,841 $859,127 $230,584 $19,499,643
$ -
-
-
$2,187,978
110,784
(59,286)
$9,034,548
319,106
(20,154)
$584,186
54,483
(42,975)
$70,671
-
-
$11,877,383
484,373
(122,415)
Balance, January 1, 2021
Depreciation
Disposals
Balance, December 31, 2021
$ - $2,239,476 $9,333,500 $595,694 $70,671 $12,239,341

1.Reconciliations of current additions and the acquisition of property, plant and equipment in statement of cash flows were as follows:

Item
Increase in property, plant and equipment
Increase/decrease in payables for purchase of
equipment
Cash paid for acquisition of property, plants
and equipment
Year Ended December 31 Year Ended December 31
2022
$287,694
44,553
$332,247
2021
$648,641

(62,541)
$586,100

351

  • 2.Reconciliations of current sales of property, plant and equipment in statement of cash flows were as follows:
.Reconciliations of current sales of property, plant
cash flows were as follows:
and equipment in st
Item
Price for sales of property, plant and equipment
Increase/decrease of receivables from the sales of
property, plant and equipment
Cash receive for sales of property, plants and
equipment
Year Ended
December 31, 2022
$1,076,222
(755,233)
$320,989
  • 3.Please refer to Note 6.30 for details of the amount of capitalized borrowing costs.

  • 4.Impairment losses for property, plant and equipment recognized for 2022 and 2021 were both $0 thousand.

  • 5.The accumulative impairment losses of the painting equipment and other equipment in Pingnan plant was $223,116 thousand due to the termination of expansion of such plant, of which the land was sold in 2020, so the Company reversed the accumulated impairment $152,445 thousand and write off the related equipment to be inspected and construction in progress. The accumulated impairment losses were both $70,671 thousand as of December 31, 2022 and 2021.

  • 6.For the information about property, plant and equipment pledged as collateral, please see Note 8 for details.

  • 7.The Company’s land amounting to both $8,516 thousand as of December 31 2022 and 2021 is unable to be registered under the name of the Company due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.

6.11 Lease Agreement

  • A. Right-of-use asset
Item December 31 December 31 2021
$300,031
26,630
$326,661
(43,677)
-
$282,984
Total
2022
$298,583
45,087
$343,670
(56,574)
-
$287,096
Land
Buildings
$300,031
$26,630
2,384
18,457
(3,832)
-
$298,583
$45,087
$30,895
$12,782
11,109
4,415
(2,627)
-
$39,377
$17,197
Land
$300,031
2,384
(3,832)
$298,583
$30,895
11,109
(2,627)
$39,377
$326,661
20,841

(3,832)
$343,670
$43,677

15,524

(2,627)

$56,574

352

Cost
Balance at January 1, 2021
Additions
Balance at December 31, 2021
Accumulated depreciation and impairment
Balance at January 1, 2021
Depreciation
Balance at December 31, 2021
Land
$300,031
-
$300,031
$19,925
10,970
$30,895
Buildings
$26,630
-
$26,630
$8,522
4,260
$12,782
Total
$326,661
-
$326,661
$28,447

15,230

$43,677

B. Lease liabilities

. Lease liabilities
Item
Carrying amount of lease liabilities
- current
- noncurrent
December 31
2022
$12,314
$196,976
2021
$9,550
$190,909

The discount rate interval for lease liabilities is 1.9661%~2.077%. Please refer to Note 12(2) for lease liabilities with repayment periods.

  • C. Significant lease activities and clause

The Company rented land and buildings for operation. The lease terms range from 1 to 30 years. Part of the lease may be extended with its duration and is calculated based on the area of the land leased and the rate based on the announced land value of the current year. In accordance with the contract, without the lessor’s consent, the Company is not allowed to sublet the leased object to the third party. There is no sign of impairment of right-of-use assets, hence the Company didn’t assess the impairment as of December 31, 2022 and 2021.

  • D. Other lease information:

  • (1) The current lease relevant expense information was as follows:

her lease information:
The current lease relevant expense
information was as follows: information was as follows:
Item
Short-term lease expense
Gross cash outflow (Note)
Year Ended December 31
2022
$13,452
$24,213
2021
$11,206
$20,718

(Note): Including principle paid for lease liability.

6.12 Investment properties

December 31
Item 2022 2021
Land $ - $443,349
Less: Accumulated impairment - -
Total $ - $443,349

353

1.Investment properties and accumulated depreciation and impairment changes are as follows

as follows
Item
January 1
Disposals
December 31
Land
2022
2021
$443,349
$443,349
(443,349)
-
$ -
$443,349
2022
$443,349
(443,349)
$ -
$443,349
-
$443,349

Changes in accumulated impairment: None.

  • 2.Reconciliations of current sales of Investment properties in statement of cash flows were as follows:
Changes in accumulated impairment: None.
.Reconciliations of current sales of Investment
were as follows:
properties in stateme
Item
Price for sales of investment properties
Increase/decrease of receivables from the
sales of investment properties
Cash receive for sales of investment
properties
Year Ended
December 31, 2022
$1,490,312
(1,044,767)
$445,545
  • 3.Rental revenue and direct operating expenses of investment properties:
Item
Rental revenue from investment properties
Direct operating expenses incurred by the investment
properties with rental revenue generating in current period
Direct operating expenses incurred by the investment
properties with no rental revenue generating in current
period
Year Ended December 31 Year Ended December 31
2022
$10,813
$1,762
$-
2021
$11,796
$1,775
$9
  • 4.As of December 31, 2022 and 2021, the fair values of investment properties held by the Company were $0 thousand and $978,200 thousand, respectively, which were based on evaluation appraised by independent appraisers as of December, 2021. Such evaluation adopted the comparative approach by reference to the market evidence similar to the real estate transaction prices. Those are Level 3 fair value inputs. Please refer to Note 12(3). The Company believes that there would not be any material fluctuation in the fair value of such investment properties after their appraisal. Appraisal will be taken place every two years on the investment properties.

  • Please refer to Note 8 for investment properties pledged to others.

354

6.13 Refundable deposits

Item
Customs duty guarantee
Deposit for dumping margins
Deposit for Stand-By L/C
Rent deposits
Others
Total
December 31 December 31
2022
$758,537
2,333
18,002
3,225
-
$782,097
2021
$539,760
2,098

-
3,266
801
$545,925

An antidumping investigation into the corrosion-resistant steel sold from Taiwan, conducted by the Department of Commerce of the U.S. in June 2015, had completed in July 2016, with an official announcement that all corrosion resistant products manufactured in or sold from Taiwan must temporarily bear a dumping margin duty. The custom was also instructed to impose a temporary dumping margin on all entries of merchandise sold by the Company to the U.S. that had been covered by the investigation. The antidumping duty is imposed by the U.S. using the retrospective system. If the provisional tax rate paid was higher than the final survey result. The difference between the tax rate paid and the final survey result is presented as “refundable deposit”, otherwise, presented as “other payables”.

6.14 Short-term Loans

Type of Loan
Credit for material purchase
Credit loans
Total
Type of Loan
Credit for material purchase
Credit loans
Total
December 31,2022 December 31,2022
Amount
Interest Rate
$2,244,747
2.09%-2.60%
3,705,000
1.56%-2.57%
$5,949,747
December 31,2021
Interest Rate
Amount
$4,014,136
1,750,000
$5,764,136
Interest Rate
1.39%-2.10%
1.39%-2.09%

Some financial assets, and property, plant, and equipment are pledged as collateral for short-term loans. Please refer to Note 8 for details.

6.15 Short-term notes and bills payable

Short-term notes and bills payable
Item
Commercial paper payable
Less: Unamortized discount
Net
Interest Rate Range
December 31
2022
$700,000
(1,245)
$698,755
2.148%~2.338%
2021
$650,000
(1,168)
$648,832
1.69%~1.85%

355

6.16 Other Payables

6.16 Other Payables
Item
Compensations payable
Export and transportation expenses payable
Equipment payable
Dumping margins payable
Utility expense payable
Cash dividends payable - from previous
period
Repairing charges payable
Compensation and remuneration payable to
employees and directors - current period
Interest payable
Others
Total
December 31
2022
$298,138
80,208
40,927
72,744
33,549
22,879
17,315
3,378
17,725
90,965
$677,828
2021

$346,415

136,318

85,480

62,154

34,946

22,980

18,942

18,955

13,724

117,725

$857,639

1.Please refer to Note 7.3.6 for related party transactions.

2.Please refer to Note 6.13 for dumping margins payable

6.17 Provisions - current

Item
Employee benefits
Onerous contract
Total
Item
January 1, 2022
Recognized in current period
Write-off in current period
December 31, 2022
Item
January 1, 2021
Recognized in current period
Write-off in current period
December 31, 2021
Item
Employee benefits
Onerous contract
Total
Item
January 1, 2022
Recognized in current period
Write-off in current period
December 31, 2022
Item
January 1, 2021
Recognized in current period
Write-off in current period
December 31, 2021
December 31
2022
2021
$53,433
$50,011
715
34,680
$54,148
$84,691
Employee
benefits
Onerous
contract
Total
$50,011
$34,680
$84,691
53,433
715
54,148
(50,011)
(34,680)
(84,691)
$53,433
$715
$54,148
Employee
benefits
Onerous
contract
Total
$48,907
$3,269
$52,176
50,011
34,680
84,691
(48,907)
(3,269)
(52,176)
$50,011
$34,680
$84,691
December 31
2022
2021
$53,433
$50,011
715
34,680
$54,148
$84,691
Employee
benefits
Onerous
contract
Total
$50,011
$34,680
$84,691
53,433
715
54,148
(50,011)
(34,680)
(84,691)
$53,433
$715
$54,148
Employee
benefits
Onerous
contract
Total
$48,907
$3,269
$52,176
50,011
34,680
84,691
(48,907)
(3,269)
(52,176)
$50,011
$34,680
$84,691
Employee
benefits
$50,011
53,433
(50,011)
$53,433
Employee
benefits
$48,907
50,011
(48,907)
$50,011
January 1, 2022
Recognized in current period
Write-off in current period
December 31, 2022
Item

$84,691

54,148
(84,691)

$54,148
Total
January 1, 2021
Recognized in current period
Write-off in current period
December 31, 2021
$52,176
84,691

(52,176)
$84,691
  • 1.Provision for employee benefits is an estimate of the short-term service leave vested to employees.

356

  • 2.Provision for onerous contract is the unavoidable costs of irrevocable purchase contract which exceeds the economic benefits expected to be received and the expected loss of construction contract.

6.18 Long-term Loans and Current Portion of Long-term Loans

Item
Bank syndicated loans:
Secured loans from banks
Unsecured loans from banks
Total
Less: Unamortized discount
Less: Current portion
Long-term loans
Interest rate range
December 31 December 31
2022
$9,340,000
539,540
96,000
9,975,540
(24,982)
(1,377,909)
$8,572,649
1.867%-2.62%
2021
$8,900,000
593,920
369,079
9,862,999
(32,656)
(427,459)
$9,402,884
1.15%-2.25%
  • 1.Please refer to Note 8 for the collateral of the above bank loans.

  • 2.According to syndicated loan agreements with banks, the Company needs to maintain several financial ratios, including current ratio, liability ratio and interest coverage ratio, at a certain level, calculated based on the audited annual consolidated financial statements and the reviewed semi-annual consolidated financial statements for the duration of the contracts. The Company do meet the ratio stipulated in the loan agreements in 2022 in all respects.

6.19 Benefit Plan After Retirement

  • 1.Defined contribution plan

  • The pension system based on the Labor Pension Act which is applicable to the Company’s domestic entities is a defined contribution plan managed by government. Companies would make monthly contribution equal to 6% of each employee's monthly salary to the employees' individual pension accounts at the Bureau of Labor Insurance.

  • Contributions based on the percentage stipulated in the defined contribution pension plans of the Company and recognized as expenses in the standalone statement of comprehensive income were $60,095 thousand and $52,846 thousand for the years ended December 31, 2022 and 2021, respectively

  • 2.Defined benefit plans

  • (1)The pension plan under the Labor Standards Law, which is applicable to the Company’s domestic entities, is a defined benefit pension plan managed by the government. Under the defined benefit pension plan, pension benefits are based on the average monthly salaries and wages of the last 6 months prior to retirement and the duration of employment. Those companies contribute monthly an amount equal to 10% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, under the name of the independent retirement fund committee. Before the end of year, if the balance at the retirement fund is not sufficient to cover all employees retiring next year, a lump-sum deposit should be made before March-end of the following year to cover the difference. The retirement fund is managed by the Bureau of Labor

357

Funds, Ministry of Labor. The Company does not have rights to influence its investment management strategy.

  • (2)The amounts recognized in the standalone balance sheet for obligations from defined benefit plans are as
defined benefit plans are as
Item
Present value of defined benefit
obligations
Fair value of planned assets
Net defined benefit liability
December 31
2022
$1,220,156
(935,582)
$284,574
2021
$1,290,479
(856,961)
$433,518
  • (3)Movements in net defined benefit liability are as follows:
Item
Balance as of January 1
Cost of service
Current service cost
Past service cost
Interest expense (income)
Recognized in profit and loss
Remeasurement
Return on plan asset
Actuarial (gains) losses -
Effect of change in financial
assumptions
Experience adjustment
Recognized in other
comprehensive income
Pension fund contribution
Paid pension
Balance as of December 31
Year Ended December 31, Year Ended December 31, 2022
Present value of
defined benefit
obligations
$1,290,479
2,008
1,737
8,843
12,588
-
(55,763)
34,787
(20,976)
-
(61,935)
$1,220,156
Fair value of
planned assets
($856,961)
-
-
(5,982)
(5,982)
(66,245)
-
-
(66,245)
(66,592)
60,198
($935,582)
Net defined
benefitliability

$433,518

2,008

1,737
2,861
6,606

(66,245)

(55,763)

34,787

(87,221)

(66,592)

(1,737)
$284,574
Item
Balance as of January 1
Cost of service
Current service cost
Interest expense (income)
Recognized in profit and loss
Year Ended December 31, Year Ended December 31, 2021
Present value of
defined benefit
obligations
$1,241,948
2,953
3,665
6,618
Fair value of
planned assets
($839,364)
-
(2,542)
(2,542)
Net defined
benefit liability
$402,584
2,953
1,123
4,076

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Remeasurement
Return on plan asset
Actuarial (gains) losses -
Effect of change in demographic
assumptions
Effect of change in financial
assumptions
Experience adjustment
Recognized in other
comprehensive income
Pension fund contribution
Paid pension
Balance as of December 31
-
2,250
(45,438)
134,710
91,522
-
(49,609)
$1,290,479
(12,663)
-
-
-
(12,663)
(52,001)
49,609
$(856,961)
(12,663)

2,250

(45,438)
134,710

78,859
(52,001)
-
$433,518
  • (4)Through the pension plan under the Labor Standards Law, the Company is exposed to the following risks:

  • A.Investment risk

    • The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government's designated authorities or under the mandated management by Bureau of Labor Funds, Ministry of Labor. However, the rate of return on the Company’ s planned assets shall not be less than the average interest rate on a two-year time deposit published by the local banks.
  • B.Interest rate risk

  • A decrease in the government bond interest rate will increase the present value of the defined benefit obligation, however, the return on the debt investments of the plan assets will also increase. Those two will partially offset each other.

  • C.Salary risk

    • The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
  • (5)The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions adopted on the valuation date were as follows:

valuation date were as follows:
Item
Discount rate
Future salary increase rate
Average maturity period of defined
benefit obligations
Measurement date
December 31,2022
1.25%
2.00%
8 yeas
December 31,2021
0.70%
2.00%
8 yeas
  • A.Assumptions on future mortality experience are set based on the 5th Taiwan Standard Ordinary Experience Mortality Table.

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  • B.If a reasonable change in one of the principal assumptions for actuarial valuation occurred and all other assumptions were held constant, the increase (decrease) in the present value of defined benefit obligation would be as follows:
follows:
Item
Discount rate
Increase by 0.25%
Decrease by 0.25%
Expected growth rate of salaries
Increase by 0.25%
Decrease by 0.25%
December 31
2022
($24,157)
$24,889
$24,642
($24,040)
2021
($27,637)
$28,530
$28,090
($27,357)

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

  • (6)The Company expects to make contributions of $62,799 thousand to the pension plans for the year ended December 31, 2023.

6.20 Common Stock

  • 1.Quantities and values of the Company’s outstanding common shares at the beginning and ending of periods were as follows:
Item
January 1
Capitalization of earnings
December 31
Item
January 1
Capital increase in cash
December 31
Year Ended December 31,2022 Year Ended December 31,2022
Shares
(thousand shares)
Amount
1,890,569
$18,905,695
94,529
945,285
1,985,098
$19,850,980
Year Ended December 31,2021
Amount

$18,905,695

945,285

$19,850,980
Shares
(thousand shares)
1,890,569
-
1,890,569
Amount
$18,905,695
-
$18,905,695
  • 2.As of December 31, 2022, the Company had an authorized capital of $30,000,000 thousand with 3,000,000 thousand shares.

  • 3.The Company’s shareholders’ meeting held on June 23, 2022 resolved to capitalize earnings of $945,285 thousand. The plan was approved by FSC on July 15, 2022 and 94,529 thousand shares of common share at the par value of $10 were issued. The record date for capital increase was set on September 5, 2022.

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6.21 Capital Surplus

6.21 Capital Surplus
Item
Share premium
Treasury stock transaction
Difference between the price received from
acquisition or disposal of a subsidiary and its
book value
Change in ownership interests in subsidiaries
accounted for using equity method
Changes in associates and joint ventures
recognized under equity method
Total
December 31
2022
$4,060,366
600,112
218,574
8,665
39,585
$4,927,302
2021
$4,060,366
600,112

218,574
8,665
41,132
$4,928,849

Under the Company Act, capital surplus arising from shares issued at premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, capital surplus may be used for issuing new shares or distributing cash in proportion to shareholders' original holdings. In accordance with regulations in the Securities and Exchange Act, when the above-mentioned capital surplus is used for capitalization, the total amount every year shall not exceed 10% of the paid-in capital. The Company may use capital surplus to offset loss only when the amount of earnings and reserves are insufficient to offset the loss. The capital surplus generated from investment under equity method shall not be used for any purposes.

6.22 Retained Earnings

  • 1.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.

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.

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  • 2.Legal reserves may only be used for offsetting deficits and issuing new shares or distributing cash in proportion to shareholders’ original holdings. However, when new shares are issued or cash is distributed, the amount shall be limited to 25% of the reserves in excess of the paid-in capital.

  • 3.Special reserve

3.Special reserve
Item
Provision for debit balance of other equity
Provision upon initial application of IFRSs
Total
December 31
2022
$457,289
327,758
$785,047
2021
$378,835
327,758
$706,593
  • (1)The Company may allocate earnings only after providing special reserve for debt balance in other equity on the date of balance sheet, and the reversal of debit balance in other equity, if any, may be stated into allocable earnings.

  • (2)On March 9, 2022, the Board of Directors of the Company proposed to amend the Articles of Incorporation of the Company to expressly stipulate that when the special surplus reserve is set aside to the net debit balance of other equity items accumulated in the previous period, if the undistributed earnings in the previous period is insufficient, the net income after tax for the current period plus item other than the net income after tax will be set aside in the undistributed earnings for the current period. Prior to the amendment, the Company shall set aside earning in accordance with the provisions of Order No. 1010012865 of the Financial Management Certificate and Order no. 1030006415 of the Financial Management Certificate.

  • The Company’s appropriation of earnings for 2021 and 2020 had been proposed by the shareholders’ meeting on June 2022 and August 2021. Details were summarized below:

summarized below:
Item
Legal reserve
special reserve
Common cash dividends
Common stock dividends
Total
Earnings appropriation
proposal
2021
2020
$511,379
$16,374
78,454
147,361
945,285
-
945,285
-
$2,480,403
$163,735
Dividends
per share (NTD)
2021
$511,379
78,454
945,285
945,285
$2,480,403
2021
0.5
0.5
2020
-
-
  • 5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was approved by the Board of Directors of the Company.

  • 6.Information about earnings distribution approved by the Board of Directors and resolved by the shareholders meeting is available at the Taiwan Stock Exchange Market Observation Post System website.

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6.23 Other Equity Items

6.23 Other Equity Items
Item Exchange
differences on
translation of
foreign financial
statements
Unrealized gain
(loss) on financial
asset at fair value
through other
comprehensive
income
Gain (loss) on
hedging
instruments
Total
Balance, January 1, 2022
Unrealized gain (loss) on financial
assets at fair value through other
comprehensive income
Share of other comprehensive income
(loss) of subsidiaries, associates and
joint ventures accounted for using the
equity method
Balance, December 31, 2022
Item
($1,426,033)
-
461,886
$386,525
(88,481)
(167,219)

$6,546

-

4,407
($1,032,962)
(88,481)

299,074
($964,147) $130,825
$10,953

($822,369)
Exchange
differences on
translation of
foreign financial
statements
Unrealized gain
(loss) on financial
asset at fair value
through other
comprehensive
income
Gain (loss) on
hedging
instruments
Total
Balance, January 1, 2021
Unrealized gain (loss) on financial
assets at fair value through other
comprehensive income
Share of other comprehensive income
(loss) of subsidiaries, associates and
joint ventures accounted for using the
equity method
Disposal of unrealized gain (loss) on
financial assets at fair value through
other comprehensive income by
associates
Balance, December 31, 2021
($1,187,536)
-
(238,497)
-
$226,643
92,851
68,456
(1,425)

$6,384

-

162

-

($954,509)
92,851

(169,879)
(1,425)
($1,426,033) $386,525
$6,546
($1,032,962)

6.24 Treasury stock

1.Purpose of treasury stock and changes in quantity:

Unit: Thousand Shares
Year Ended December 31, 2022
Unit: Thousand Shares
Year Ended December 31, 2022
Unit: Thousand Shares
Year Ended December 31, 2022
January 1
-
Addition
9,233
Reduction
-
December 31
9,233

Year Ended December 31, 2021:None

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  • 2.In order to protect the Company’s credit and shareholders’ equity, the Board of Directors resolved on October 17, 2022 to repurchase 30,000 thousand shares from October 18 to December 17, 2022. The number of shares repurchased by the Company as of December 17, 2022 was 9,233 thousand shares, with the amount of $133,898 thousand.

  • 3.Pursuant to the Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realized capital surplus.

  • 4.Pursuant to the Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to shareholder’s rights before it is reissued.

6.25 Operating Revenue

Operating Revenue
Item
Revenue from contracts with customers
Sales revenue
Construction revenue
Processing revenue
Realized (unrealized) profits from sales
Total sales revenue from contracts with
customers
Less: Sales return
Sales discount
Net operating revenue
Year Ended December 31
2022
$32,947,453
506,049
146,868
5,796
$33,606,166
-
(61,638)
$33,544,528
2021

$35,942,635

687,651

196,728

(8,478)
$36,818,536

(817)

(32,273)

$36,785,446

1.Segments of revenue from contracts with customers

The Company’s source of revenue comes from providing goods and services that are transferred either over time or at a specific timing. Revenue can be split into the following segments:

  • (1)Segmented by revenue from different types of goods and services: 2022:
2022:
External customer
Contract revenue
Timing of revenue recognition
Revenue recognized at a
specific timing
Revenue recognized over time
Total
Steel coils and
steel pipes
$32,885,815
$32,885,815
-
$32,885,815
Construction
revenue
$511,845
$ -
511,845
$511,845
Others
$146,868
$146,868
-
$146,868
Total
$33,544,528
$33,032,683

511,845
$33,544,528

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2021:

External customer
Contract revenue
Timing of revenue recognition
Revenue recognized at a
specific timing
Revenue recognized over time
Total
Steel coils and
steel pipes
$35,909,545
$35,909,545
-
$35,909,545
Construction
revenue
$679,173
$ -
679,173
$679,173
Others
$196,728
$196,728
-
$196,728
Total
$36,785,446
$36,106,273
679,173
$36,785,446

(2)For detailed revenue information by business segments, please refer to Note 14. 2.Contract Balances

2.Contract Balances
Item
Notes receivable and accounts receivable
Contract assets - current
Steel structure construction and
overhead cranes
Contract liabilities - current
Unearned sales revenue
Advance construction receipts
Total
December 31
2022
$1,234,745
$228,625
$54,346
130,148
$184,494
2021

$1,186,019

$70,702

$1,760,522

148,466

$1,908,988

(1)Changes in contract assets and contract liabilities were caused mainly by the difference of timing between when performance obligations were fulfilled and when customers make payments.

(2)Allowance for contract assets:

when customers make payments.
Allowance for contract assets:
Expected credit loss rate
Gross carrying amount
Loss allowance (Lifetime ECL)
Net
December 31
2022
0%-0.5%
$229,676
(1,051)
$228,625
2021

0%-0.5%
$71,107
(405)
$70,702

The Company recognizes allowance losses on contract assets based on expected credit losses during existence. Contract assets will be transferred to accounts receivable at the time of billing. Its credit risk characteristics are the same as accounts receivable generated from similar contracts. Therefore, the Company believes that the expected credit loss rate of accounts receivable can also be applied to contracts. Changes in allowance losses on contract assets were as follows:

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Beginning balance
Add: Provision (Reversal) for impairment
Ending balance
Year Ended December 31
2022
2021
$405
$1,135
646
(730)
$1,051
$405
2022
$405
646
$1,051
  • (3)Amount from previous period’s satisfied performance obligations and beginning contract liabilities recognized in the current period as income were $1,760,522 thousand and $434,560 thousand for the years ended December 31, 2022 and 2021, respectively.

  • (4)As of December 31, 2022 and 2021, the transaction prices allocated to the performance obligations that were not fully satisfied amounted to $1,120,036 thousand and $571,599 thousand, respectively. The Company will recognize revenue as the construction is being completed and the expected timing for recognition of revenue is on various dates through December 2024.

6.26 Employee benefits, depreciation and amortization expense

Nature
Employee benefits
Salary
Insurance
Pension (Note 1)
Remuneration to directors
Other employee benefits
Depreciation
Total
Year Ended December 31,2022 Year Ended December 31,2022 Year Ended December 31,2022
OperatingCost
$810,677
84,362
45,333
-
149,833
493,655
$1,583,860
OperatingExpense
$393,955
36,798
21,159
10,738
42,440
22,573
$527,663
Total

$1,204,632

121,160

66,492

10,738

192,273

516,228

$2,111,523
Nature
Employee benefits
Salary
Insurance
Pension (Note 2)
Remuneration to directors
Other employee benefits
Depreciation
Total
Year Ended December 31,2021 Year Ended December 31,2021 Year Ended December 31,2021
OperatingCost
$786,415
77,819
39,593
-
149,058
475,106
$1,527,991
OperatingExpense
$391,462
33,157
17,135
9,725
46,091
24,497
$522,067
Total

$1,177,877

110,976

56,728

9,725

195,149

499,603

$2,050,058

(Note 1) Excluding pension of $209 thousand recognized as equipment prepayments. (Note 2) Excluding pension of $194 thousand recognized as equipment prepayments. 1.As of December 31, 2022 and 2021, the Company had 1,394 and 1,378 employees, respectively. Among them 5 and 4 directors did not serve concurrently as employees in 2022 and 2021, respectively.

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  1. Additional disclosures are as follows:

  2. (1)Average employee benefits for the year ended December 31, 2022 was $1,141 thousand (Amounts of employee benefits for the year ended December 31, 2022 less amounts of remuneration of directors for the year ended December 31, 2022/number of employees for the year ended December 31, 2022 less number of directors not serving concurrently as employees for the year ended December 31, 2022).

  3. Average employee benefits for the year ended December 31, 2021 was $1,121 thousand (Amounts of employee benefits for the year ended December 31, 2021 less amounts of remuneration of directors for the year ended December 31, 2021/number of employees for the year ended December 31, 2021 less number of directors not serving concurrently as employees for the year ended December 31, 2021).

  4. (2)Average salaries for the year ended December 31, 2022 was $867 thousand (Amounts of salaries for the year ended December 31, 2022/number of employees for the year ended December 31, 2022 less number of directors not serving concurrently as employees for the year ended December 31, 2022).

  5. Average salaries for the year ended December 31, 2021 was $857 thousand (Amounts of salaries for the year ended December 31, 2021/number of employees for the year ended December 31, 2021 less number of directors not serving concurrently as employees for the year ended December 31, 2021).

  6. (3)Changes of adjustments of average salaries was 1.17% (Average salaries for the year ended December 31, 2022 less average salaries for the year ended December 31, 2021/average salaries for the year ended December 31, 2021).

  7. (4) The company has established an audit committee, and the remuneration of independent directors has been included in the remuneration to directors for disclosure.

  8. (5)The Company’s remuneration policies are as follows:

  9. A.The remuneration of the directors of the company shall be determined in accordance with the rules of the remuneration system and structure of the company, with reference to the levels of competitors and listed companies. If the company has net income, it shall be allocated in accordance with the provisions of the Articles of Incorporation, and shall be reported to the shareholders meeting after being reviewed by the remuneration committee and approved by the board of directors. If the director is also an employee, remuneration should be paid in accordance with the rules of B and C below.

  10. B.The remuneration standards for the general manager, senior executive vice president and vice general manager of the company shall be determined by the human resource department in accordance with the relevant rules of the company's personnel performance appraisal, then depend on individual performance and contribution to the overall operation of the company, and with reference to the market peer levels. The remuneration standard shall be reviewed by the remuneration committee and approved by the board of directors.

367

  • C.The remuneration policy of the company is based on individual's ability, contribution to the company, and personal performance, and it is positively correlated with operating performance. The overall remuneration package mainly includes three parts: basic salary, bonuses, employees’ compensation, and benefits, etc. According to the remuneration standards, the basic salary is based on the market competition situation of the position held by the employee and the remuneration policy. Bonuses and employees’ compensation are paid in connection with the achievement of the employee's, department goals or the company's operating performance; the benefit design should be based on the premise of complying with the law and taking into account the demands of the employees.

  • 3.According to Articles of Incorporation, compensation to employees and remuneration to directors shall neither be less than 0.2 % nor more than 0.1% of the net income before tax and before which the compensation to employees and remuneration to directors are deducted from. Compensation to employees and remuneration to directors for 2022 and 2021 was distributed at 0.2% and 0.1% of the net income before tax. Any changes in the amounts, if any, after the annual financial statements were authorized for issue, shall be recorded as a change in accounting estimate, and should be adjusted the next year.

  • 4.Compensation to employees and remuneration to directors for the years ended December 31, 2022 and 2021 has been resolved and approved by the Board of Directors in March 2023 and 2022. Relevant amounts recognized in the financial statements are as follows:

Resolved distributed amount
Recognized amount in the
annual financial report
Difference amount
Year Ended December 31 Year Ended December 31 Year Ended December 31
2022
Employees’
Compensation
Directors’
Remuneration
$2,252
$563
2,252
1,126
$-
($563)
2021
Employees’
Compensation
$2,252
2,252
$-
Employees’
Compensation
$12,637
12,637
$-

Directors’
Remuneration
$3,159

6,318
($3,159)

The above-mentioned employee compensation was distributed in cash.

  • 5.Information about employee compensation and remuneration to directors approved by the Board of Directors is available at the Taiwan Stock Exchange Market Observation Post System website.

6.27 Interest Income

Interest Income
Item
Bank deposits
Refundable deposits
Loans to others
Others
Total
Year Ended December 31
2022
$6,804
-
4,741
403
$11,948
2021
$284
15,933
-
39
$16,256

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6.28 Other Income

Other Income
Item
Rental income
Dividend income
Other income
Insurance claims income
Income from sales of scraps
Guaranteed fee income
Others
Subtotal
Total
Year Ended December 31
2022
$14,740
6,191
125,787
41,559
26,654
18,984
212,984
$233,915
2021

$15,407
21,621

6,398

44,079

27,206
15,776

93,459
$130,487

The Company’s Rolling Plant No. 3 was caught on fire in April 2018, resulting in damage of part of the equipment therein. The carrying amount of the damaged equipment was $85,048 thousand. Aside from recognizing deductible for fire loss of $7,000 thousand, an insurance claim receivable for the damaged part in the amount of $78,048 thousand was also recognized in December 31, 2018. In March to April 2022, July 2020, January 2020, and January 2019, the Company has obtained $125,155 thousand,$124,554 thousand, $166,606 thousand, and $150,000 thousand in insurance claim. After offsetting the insurance claim receivable, $125,155 thousand, $124,554 thousand, $166,606 thousand, and $71,952 thousand are recorded as “other income”.

6.29 Other gains and losses

Other gains and losses
Item
Gain (loss) on disposal of investments
under equity method
Valuation gain (loss) of financial assets
mandatorily measured at FVTPL
Net foreign exchange gain (loss)
Gain (loss) from disposal of property, plant,
and equipment
Gain on disposal of noncurrent assets held
for sale
Dumping margins (Note)
Others
Total
Year Ended December 31
2022
$122
(5,087)
369,283
(9,964)
-
(4,872)
(1,751)
$347,731
2021

$110,716

(15,630)

47,405

(12,128)

539,284

(60,982)
(1,802)

$606,863

(Note)For information on dumping margins, please refer to Note 6.13.

369

6.30 Finance Costs

Finance Costs
Item
Interest on loans
Interest on lease liabilities
Financing interest
others
Subtotal
Less: Amount qualified for capitalization
Finance costs
Year Ended December 31
2022
2021
$364,733
$350,596
3,893
3,554
-
1,527
4,705
4,660
373,331
360,337
(403)
(10,909)
$372,928
$349,428
2021

$350,596

3,554

1,527

4,660

360,337

(10,909)

$349,428

6.31 Income Tax

1.Income tax expense

(1)Components of income tax expense

come Tax
ncome tax expense
(1)Components of income tax expense
Item
Current income tax expense
Adjustment to prior year income taxes
Tax on undistributed retained earnings
Tax refund on repatriation of offshore
Land value incremental tax
Deferred income tax originating and
reversed temporary differences
Income tax expense (benefit)
Year Ended December 31
2022
$265,325
(408)
124,890
(6,120)
30,687
(101,239)
2021
$752,718
(816)

-

-

8,905
335,826
$313,135 $1,096,633

(2)Income tax expense (benefit) associates with other comprehensive income

Item
Share of other comprehensive income of
subsidiaries, associates and joint ventures
accounted for using equity method
Exchange differences on translation of
foreign financial statements
Remeasurement of defined benefit plans
Total
Year Ended December 31 Year Ended December 31
2022 2021

$44,723
17,444


($13,473)

(15,772)
$62,167
($29,245)

370

  • 2.Reconciliation of income before income tax and income tax expense recognized in profit or loss is as follows:
in profit or loss is as follows:
Item
Income (loss) before tax
Income tax expense (benefit) at the statutory rate
Tax effect of adjusting items:
Investment loss (gain) recognized under equity method
Unrealized inventory valuation loss (recovery gain)
Timing difference of revenue recognition
Unrealized (realized) investment loss
Gain (loss) on sale of land exempt from income tax
Other adjustments
Loss carryforwards
Tax refund on repatriation of offshore funds
Adjustment to prior year income taxes
Tax on undistributed retained earnings
Land value increment tax
Net changes of deferred income tax
Income tax benefit recognized in profit or loss
Year Ended December 31
2022
$1,122,642
$224,528

184,301
(21,133)
(103,136)
(2,074)
-
(17,161)
-
(6,120)
(408)
124,890
30,687
(101,239)
$313,135
2021
$6,299,471
$1,259,894
(455,262)
48,904
92,132
(30,146)
(107,857)
(7,969)
(46,978)
-
(816)
-
8,905
335,826
$1,096,633

The Company applied for and was approved the repatriation of offshore funds (including mainland China) within the time limit in accordance with the “The Management, Utilization, and Taxation of Repatriated Offshore Funds Act” effective from August 15, 2019. The applicable tax rate exempt from taxation is 8% for the first year and 10% for the second year under the general income tax system. A profit-seeking enterprise may apply to the Ministry of Economic Affairs for engaging in substantive investment within one year from the date of repatriating funds and has a 50% tax refund preference when completing the investment within the time limit.

3.Deferred income tax assets or liabilities from temporary differences, loss carry forwards and investment credits:

371

Item
Deferred income tax assets:
Temporary differences
Investment income (loss) recognized
under equity method
Exchange differences on translation of
foreign financial statements
Provision for inventory valuation loss
Impairment loss from property, plant
and equipment
Provision for sales return & discount
Booking difference for depreciation
Compensation to unused annual leave
Net defined benefit liability
Timing differences in recognition of
cost and sales revenue
Unrealized exchange loss
Others
Total
Deferred income tax liabilities:
Temporary differences
Unrealized exchange gains
Investment income (loss) recognized
under equity method
Subtotal
Total
Item
Deferred income tax assets:
Temporary differences
Investment income (loss) recognized
under equity method
Exchange differences on translation of
foreign financial statements
Provision for inventory valuation loss
Impairment loss from property, plant
and equipment
Provision for sales return & discount
Booking difference for depreciation
Compensation to unused annual leave
Net defined benefit liability
Timing differences in recognition of
cost and sales revenue
Unrealized exchange loss
Others
Unrealized loss carryforwards
Total
Year Ended December 31,2022 Year Ended December 31,2022
Beginning
balance
$ -
218,232
49,141
14,134
373
16,695
10,002
86,704
103,804
-
40,034
$539,119
($4,846)
(135,431)
($140,277)
$398,842
Recognized in
profit or loss
Recognized in other
comprehensive
income
$105,882
$ -
-
(44,723)
(21,133)
-
-
-
418
-
(1,843)
-
685
-
(12,345)
(17,444)
(103,136)
-
386
-
(7,952)
-
($39,038)
($62,167)
$4,846
$ -
135,431
-
$140,277
$-
$101,239
($62,167)
Year Ended December 31,2021
Ending
balance

$105,882

173,509

28,008

14,134

791

14,852

10,687

56,915

668

386

32,082
$437,914

$ -

-

$-
$437,914
Beginning
balance
$286,197
204,758
237
14,134
608
17,978
9,781
80,517
10,391
1,716
32,128
46,978
$705,423
Recognized in
profit or loss
($286,197)
-
48,904
-
(235)
(1,283)
221
(9,585)
93,413
(1,716)
7,907
(46,978)
($195,549)
Recognized in other
comprehensive
income
$ -
13,473
-
-
-
-
-
15,772
-
-
-
-
$29,245
Ending
balance
$ -
218,231
49,141
14,134
373
16,695
10,002
86,704
103,804
-
40,035
-
$539,119

372

Deferred income tax liabilities:
Temporary differences
Unrealized exchange gains
Investment income (loss) recognized
under equity method
Subtotal
Total
$ -
-
$-
$705,423
($4,846)
(135,431)
($140,277)
($335,826)
$ -
-
$-
$29,245
($4,846)
(135,431)
($140,277)
$398,842

4.Items not recognized as deferred income tax assets:

Item
Temporary differences
Investment loss recognized under
equity method
Impairment loss on investments under
the cost approach
Remeasurement of defined benefit
plans
Exchange differences on translation of
foreign financial statements
Total
December 31 December 31
2022

$701,412
46,539
2,216
54,022
$804,189
2021

$526,576

46,539

18,769

110,621

$702,505

5.The Company’s income tax returns through 2020 have been ratified by the tax authorities. 6.32 Other Comprehensive Income

6.32 Other Comprehensive Income
Item
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on financial assets at
fair value through other comprehensive
income
Share of subsidiaries, associates and joint
ventures accounted for using equity method:
Remeasurement of defined benefit plans
Unrealized valuation gain (loss) on
financial assets at fair value through other
comprehensive income
Subtotal
Year Ended December 31, 2022
Before tax
$87,221
(88,481)
82,765
(167,219)
(85,714)
Income tax expense
(benefit)
$(17,444)
-
-
-
(17,444)
Aftertax
$69,777

(88,481)

82,765

(167,219)

(103,158)

373

Items that may be reclassified subsequently to profit or loss:

Items that may be reclassified subsequently to
profit or loss:
Share of subsidiaries, associates and joint
ventures accounted for using equity method:
Exchange differences on translation of
foreign financial statements
Gains (loss) on hedging instruments
Subtotal
Recognized in other comprehensive income
Item
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on financial assets at
fair value through other comprehensive
income
Share of subsidiaries, associates and joint
ventures accounted for using equity method:
Remeasurement of defined benefit plans
Unrealized valuation gain (loss) on
financial assets at fair value through other
comprehensive income
Subtotal
Items that may be reclassified subsequently to
profit or loss:
Share of subsidiaries, associates and joint
ventures accounted for using equity method:
Exchange differences on translation of
foreign financial statements
Gain (loss) from exchange differences on
translation of foreign financial statements
Gain (loss) on hedging instruments
Subtotal
Recognized in other comprehensive income
506,609
(44,723)
461,886
4,407
-
4,407
511,016
(44,723)
466,293
$425,302
($62,167)
$363,135
Year Ended December 31, 2021

461,886

4,407

466,293
$363,135
Before tax
($78,859)
92,851
(20,976)
68,456
61,472
(141,254)
(110,716)
162
(251,808)
($190,336)
Income tax expense
(benefit)
$15,772
-

-
-
15,772


13,473
-
-
13,473
$29,245
Aftertax

($63,087)

92,851

(20,976)

68,456
77,244



(127,781)

(110,716)
162
(238,335)
($161,091)

374

6.33 Earnings (loss) Per Share

6.33 Earnings (loss) Per Share
Item
A.Basic earnings (loss) per share
Net income (loss) attributable to shareholders of
parent company
Weighted average number of outstanding shares
(thousand shares)
Weighted average number of shares outstanding
after retrospective adjustment (thousand shares)
Basic earnings (loss) per share (after tax) (NT$)
B.Diluted earnings (loss) per share
Net income (loss) attributable to shareholders of
parent company
Weighted average number of outstanding shares
(thousand shares)
Impact on employees' compensation (Note)
Weighted average number of ordinary shares
outstanding after dilution (thousand shares)
Diluted earnings (loss) per share (after tax)(NT$)
Year Ended December 31
2022
$809,507
1,983,205
1,983,205
$0.41
$809,507
1,983,205
241
1,983,446
$0.41
2021

$5,202,838

1,890,569

1,985,098
$2.62

$5,202,838

1,985,098

508

1,985,606

$2.62

(Note) Since the Company offered to settle compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

7.RELATED PARTY TRANSACTIONS

7.1 Parent and ultimate controlling party.

The Company is the ultimate controlling party of the Group.

7.2 Names of related parties and relationship categories

Names of related parties
Shin Yang Steel Co., Ltd.
Shin Phui Steel Corporation
Yieh Hsing Enterprise Co., Ltd.
Great Emperor Hotel Co., Ltd.
Kingsgarden International Co., Ltd.
Yieh Phui (Hong Kong) Holdings Limited
Yieh Phui (China) Technomaterial Co., Ltd.
Tianjin Lianfa Precision Steel Corporation
Kuo Chang Enterprise Co., Ltd.
Related party category
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

375

Names of related parties Related party category United Brightening Development Corp. Subsidiary Hong Yuh Assets Management Co., Ltd. Subsidiary EMMT Systems Corporation Subsidiary Gen-Wan Technology Corp. Subsidiary Hua Li International Co., Ltd. Subsidiary Yieh Phui America Inc. Subsidiary Yieh United Steel Corp. Associate Yieh Mau Corp. Associate Asiazone Co., Ltd. Associate Cheng Shin Security Co., Ltd. Associate Eliter International Corp. Associate E-Da Bus Co., Ltd. Associate E-DA Tour Bus Co., Ltd. Associate E-Da Development Co., Ltd Associate E-Da Visual Effects Company Limited. Associate Xinzhan Engineering and Management Associate Consultants Co., Ltd. Yieh Hong Enterprise Co., Ltd. Other related party Yieh Corporation Limited Other related party LI-SIN Business Co., Ltd. Other related party Skylark International Hotel Co., Ltd. Other related party Pacific Harbor Stevedoring Corporation Other related party Royal Palace Hong Kong Style Restaurant Other related party Co., Ltd. Unipattern Corporation Co., Ltd Other related party Chiao-Ling Leisure Co., Ltd. Other related party Wei Hong Investment Development Co., Ltd. Other related party Lian Cheng Ready-Mixed Products Co., Ltd. Other related party New Spring Construction Corp. Other related party E-Da Royal Hotel Company Ltd. Other related party E-Da Hospital Other related party I-Shou University Other related party I-Shou University Internship Center Other related party Long Hua Travel Services Co., Ltd. Other related party Chen,Yung-Shian Other related party

7.3 Significant transactions with related parties

1.Operating revenue

Operating revenue
Item
Sales revenue



Related party
category/Name
Subsidiaries
Associates
Other related parties
Total
Year Ended December 31
2022
2021
$983,795
$1,662,267
2,816,098
1,518,552
1,446,501
2,214,277
$5,246,394
$5,395,096
2022
$983,795
2,816,098
1,446,501
$5,246,394

376

Construction
revenue
Subsidiaries
Associates
Other related parties
Total
$3,925
47,382
114,385
$165,692
$1,101
16,126
121,801
$139,028
  • (a)Selling price to the related parties, including hot rolled steel coils, galvanized steel coils, scraps (bars), etc. and trading terms were the same with those to other customers. Payment terms were within one to two months.

  • (b)Selling price of carbon steel and steel scraps to related parties were set with reference to the purchase price of a non-related party as a trading counterparty. Payment term is monthly, and closes in 15 days.

  • (c)The construction contracts between the Company and above-mentioned related parties were established at prices negotiated by both parties. Contract proceeds were collected according to the payment terms stated in these contracts. Unless agreed on by both parties, payments cannot be delayed.

2.Purchases

Purchases
Related party category/Name
Subsidiaries
Associates
Other related party:
Yieh Hong Enterprise Co., Ltd.
Others
Total
Year Ended December 31
2022
2021
$191
$40,200
504,675
41,336
5,440,217
7,641,372
33,937
34,163
$5,979,020
$7,757,071
2022
$191
504,675
5,440,217
33,937
$5,979,020

Items purchased by the company from above related parties were mainly stainless billets and carbon steel billets. The purchase prices were similar to that offered to other suppliers. Payment term is LC at sight or T/T before shipment (not significantly different than terms to other suppliers).

3.Contract assets

Item
Contract
assets





Related party category/Name
Subsidiaries
Associates
Yieh United Steel Corp.
Other related party:
New Spring construction Corp.
Total
Less: Loss allowance
Net
December31
2022
2021
$1,795
$754
45,158
1,199
113,327
37,021
$160,280
$38,974
-
-
$160,280
$38,974
2022
$1,795
45,158
113,327
$160,280
-
$160,280

377

4.Contract liability

Item
Contract
liability


Related party category/Name
Associates
Other related parties
Total
December 31
2022
2021
$188
2,302
653
-
$841
$2,302
2022
$188
653
$841
  • 5.Receivables from related parties (excluding loans to related parties and Contract assets )
assets )
Item
Notes receivable
Accounts
receivable
Other receivables
Refundable
deposits
Related party category/Name
Other related parties
Associates
Total
Less: Loss allowance
Net
Subsidiaries
Associate:
Asiazone Co., Ltd.
Others
Other related parties
Total
Less: Loss allowance
Net
Subsidiary:
Shin Yang Steel Co., Ltd.
Others
Associates
Other related party:
Yieh Hong Enterprise Co., Ltd.
Others
Total
Less: Loss allowance
Net
Subsidiary:
Yieh Phui America Inc.
December 31
2022
$21
55
76
-
$76
$92,917
340,496
25,249
29,081
$487,743
(2,060)
$485,683
$1,801,941
7,597
18,928
4,273
1
$1,832,740
-
$1,832,740
$758,537
2021
$ -
48
48
-
$48
$110,802
100,257
35,547
12,734
$259,340
(845)
$258,495
$ -
8,872
8,266
38,570
6,164
61,872
-
$61,872
$539,760

378

6.Payables to related parties (excluded loans from related parties)

Item
Notes payable
Accounts payable
Other payables
Related party category/Name
Subsidiaries
Associates
Other related parties
Total
Associates
Other related parties
Total
Subsidiaries
Associates
Other related parties
Total
December 31 December 31
2022
$550
30
578
$1,157
$5,343
5,901
$11,244
$4,845
2,649
1,480
$8,974
2021
$ -
-
9,890
$9,890
$ -
5,901
$5,901
$1,593
2,276
50,239
$54,108

7.Prepayments

Prepayments
Related party category/Name
Other related party:
Yieh Hong Enterprise Co., Ltd.
December 31
2022
$129,000
2021
$50,239

8.Asset transaction

(1)Acquisition of property, plant and equipment: 2022:

022:
Related party category/Name
Subsidiaries
Other related parties
Transaction target
Other equipment
Computer communication
equipment and
Construction in progress
Transaction
amount
$1,291
823

The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2022, the transaction payments were fully paid.

2021:

2021:
Related party category/Name
Subsidiaries
Associates
Other related parties
Transaction target
Equipment prepayment
Machinery
Computer communication
equipment and
Construction in progress
Transaction
amount
$392
963
5,238

The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2021, the transaction payments were fully paid.

379

  • (2) The Company's Board of Directors resolved on August 8, 2022 to sold the land of Yuliao Rd., Qiaotou Dist. and Ding-Yen-Tien Section in Qiaotou District, with a total area of 7,623.38 square meters and the buildings located on Yuliao Rd., Qiaotou Dist. in Qiaotou District, with a total area of 353.68 square meters to Shin Yang Steel Co., Ltd. The total contract price was $2,566,535 thousand, from which the disposal gain of $1,782,116 thousand will be derived. Since Shin Yang Steel Co., Ltd. is a 100%-owned subsidiary of the Company, the disposal gain will be fully written off.
Item
Property, plant and equipment
Land
Buildings
Investment Property
Land
Total
Transaction amount Gains or loss on
disposal
$1,054,570
21,653
1,490,312

$740,848

(5,694)

1,046,962
$2,566,535
$1,782,116

The above-mentioned transaction prices were by reference to appraisal reports offered by professional institutions, and were agreed on by both parties upon negotiation or through price comparison. As of December 31, 2022, the unrecovered portion were $1,800,000 thousand.

  • (3) Disposal of other assets: 2022:
2022:
Related party category / Transaction Gain or loss on
Name Transactiontarget amount disposal
Other related party
E-Da Health
Biotechnology Co., Ltd $3,800 $122
Shares

The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2022, all the transaction amount was fully recovered.

2021:None.

9.Lessee agreement:

(1)Acquisition of right-of-use assets:

2022:
Related party category /
Name
Subsidiaries
Shin Yang Steel Co., Ltd.
Transaction target
Administration Building
Transaction
amount
$18,457

380

  • (2) In November 2022, the Company terminated the lease contract with subsidiary by prior to the expiration date. As a result, right-of-use assets and lease liabilities decreased by $1,206 and $1,249, respectively, and gain arising from lease modification of $43 was recognized as other gains and losses.

  • (3) Lease Liability:

(3) Lease Liability:
Item
Lease liabilities

(4) Other expenses:
Item

Interest expense

Rent expense


Transaction target
Subsidiaries
Related Party Category
Subsidiaries
Associates
Other related parties
Total
December 31
2022
2021
$159,333
$150,125
Year Ended December 31
2022
2021
$2,893
$3,017
$6,449
$5,430
2,437
1,950
$8,886
$7,380
2022
$2,893
$6,449
2,437
$8,886

Above lease terms are based on the contract, and rent is paid monthly or quarterly.

  • 10.Lessor agreement:

The Company leased the lands in Yuliao Rd., Qiaotou Dist. and Ding-Yen-Tien Section in Kaohsiung City, with a total area of 45,785 square meters to its subsidiary, Shin Yang Steel Co., Ltd. under operating leases. The lease term started is from April 1, 2015 to March 31, 2025, for a total of 10 years. The rent is collected on a monthly basis with reference to the rent level of similar assets. In November 2022, the Company terminated the lease contract by prior to the expiration date. The rental income were $10,813 and $11,796 thousand for the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the total lease payments to be received in the future were $0 thousand and $38,337 thousand, respectively.

  1. Loans to related parties: (1)Other receivables

2022:

. Loans to related parties:
(1)Other receivables
2022:
Type of related party / Name
Subsidiary:
United Brightening Development Corp.
Kuo Chang Enterprise Co., Ltd.
Total
Year Ended December 31, 2022
Endingbalance Highest balance
$325,000
$325,000
145,000
145,000
$470,000
$470,000
Endingbalance
$325,000
145,000
$470,000

381

(2)Interest income

Type of related party / Name
Subsidiary:
United Brightening Development Corp.
Kuo Chang Enterprise Co., Ltd.
Total
Interest Rate Range
Year Ended
December 31, 2022
$3,283
1,458
$4,741
2.57%~2.89%

2021: None.

  1. Loans from related parties: 2022: None. 2021:

  2. (1) Other payables

Year Ended December 31, 2021 Type of related party / Name Ending balance Highest balance Subsidiary: Yieh Phui (Hong Kong) Holdings $ - $404,985 Limited

(2) Interest expense

Year Ended Type of related party / Name December 31, 2021 Subsidiary: Yieh Phui (Hong Kong) Holdings $1,527 Limited Interest Rate Range 2.00%

13.Endorsements and guarantees:

  • (1)The Company borrowed from banks for the related parties and details of endorsement were as follows:
ements and guarantees:
Company borrowed from banks
rsement were as follows:
for the related parties and details of
Type of relatedparty
Subsidiaries
December 31,2022
Currency
Amount
USD
114,000
CNY
1,400,000
NTD
456,000
Currency
USD
CNY
NTD
Type of relatedparty
Subsidiaries
December 31,2021
Currency
Amount
USD
113,500
CNY
1,400,000
NTD
1,236,000
Currency
USD
CNY
NTD

382

  • (2)Lands and Buildings were provided by subsidiaries as collateral for bank loans both amounted to $1,881,890 thousand as of December 31, 2022 and 2021.

  • (3)The company provided Lands for subsidiaries as collateral for bank loans amounted to both $336,000 thousand as of December 31, 2022 and 2021.

14.Others

  • (1)Miscellaneous income
thers
)Miscellaneous income
Relatedpartycategory/Name
Subsidiaries
Associate:
Yieh United Steel Corp.
Others
Other related parties
Total
Year Ended December 31
2022
$36,480

30,751
2,297
241
$69,769
2021
$36,269


33,432

221

58

$69,980

These were mainly guarantee fee, and technical service income, etc.

  • (2)Miscellaneous expenses
)Miscellaneous expenses
Relatedpartycategory
Subsidiaries
Associates
Other related parties
Total
Year Ended December 31
2022
2021
$25,890
$16,829
31,148
29,989
105,061
138,110
$162,099
$184,928

These were mainly technical service, and export cost, etc.

(3)Construction contracts

  • (a)Construction contracts in progress with related parties as of December 31, 2022 were as follows:
Type of related
party/Name
Subsidiaries

Associates

Other related party:
New Spring
Construction Corp.
Name of construction
Plant column beam
renewal and assembly
engineering, etc.
Precision steel belt
factory crane assembly
engineering, etc.
Ground structures
construction for E-Da
Asia Commercial Plaza,
etc.
Total contract
price
$7,616
83,136
4,119,005
contract assets
/ liabilities
$1,795 / $ -
45,158 /188
113,327 /653

383

  • (b)Construction contracts in progress with related parties as of December 31, 2021 were as follows:
Type of related
party/Name
Subsidiaries

Associates

Other related party:
New Spring
Construction Corp.
Name ofconstruction
Plant column beam
renewal and assembly
engineering, etc.
Door type double host
grab of overhead cranes,
etc.
Ground structures
construction for E-Da
Asia Commercial Plaza,
etc.
Total contract
price
$2,796
81,276
3,416,612
contract assets
/liabilities
$754 / $ -
1,199 / 2,302
37,021 / -
  • 15.Where the Company participated in the cash offering by related parties and consequently increased its investment are disclosed as follows: 2022:
2022:
Investee
Subsidiary:
Hong Yuh Assets Management Co., Ltd.
Great Emperor Hotel Co., Ltd. Corp.
United Brightening Development Corp.
Kuo Chang Enterprise Co., Ltd.
Associate:
Xinzhan Engineering and Management
Consultants Co., Ltd.
E-Da Bus Transportation Co., Ltd.
Other related party:
Skylark International Hotel Co., Ltd
2021:
Investee
Subsidiary:
Hong Yuh Assets Management Co.,
Ltd.
Great Emperor Hotel Co., Ltd. Corp.
Great Emperor Hotel Co., Ltd. Corp.
Kings Garden International Co., Ltd.
Investment Increase
Shares
(thousand shares)
Amount
32,800
328,000
25,000
257,500
7,167
71,670
2,971
29,712
320
3,200
1,025
10,252
5,472
54,718
InvestmentIncrease
Shares
(thousand shares) Amount
4,000
40,000
40,000
412,000
-
134,802
45,000
463,500
Shareholding
Percentage
Before
Offering
After
Offering
80.00%
80.00%
58.17%
60.15%
95.56%
95.56%
99.04%
99.04%
-
32.00%
17.09%
17.09%
13.68%
13.68%
Shareholding
Percentage
Before
Offering
After
Offering
80.00%
80.00%
54.55%
58.17%
58.17%
(Note)
50.12%
54.89%
Shares
(thousand shares)
4,000
40,000
-
45,000
Before
Offering
80.00%
54.55%
58.17%
50.12%

384

Associate: E-Da Visual Effects Company Limited. E-Da Bus Transportation Co., Ltd.

1,715 17,150 49.00% 49.00%
1,025 10,252 17.09% 17.09%

(Note) Prepaid investment

  • 16.The Company entrusted the subsidiary, Yieh Phui America Inc., to sell the prepainted and galvanized steel coils amounted to $5,965,781 thousand and $8,099,594 thousand, respectively. Due to the above transactions, the contract liabilities were $0 thousand and $1,617,653 thousand as of December 31, 2022 and 2021, respectively.

  • 17.Some of the Company’s lands recorded as property, plant, and equipment, are unable to be registered under the name of the Company temporarily and registered under the executive specialist of the Company due to regulation restriction. Accordingly, the lands are mortgage registered to the Company as safeguard measures.

7.4 Information about remunerations to the major management:

Item
Salary and other short-term employee benefits
Benefits after retirement
Other long-term employee benefits
Termination benefits
Share-based payments
Total
Year Ended December 31
2022
2021
$31,712
$37,697
12,536
5,127
-
-
-
-
-
-
$44,248
$42,824

8.PLEDGED ASSETS

The following assets have been pledged as collateral for long-term and short-term loans:

Item
Subtotal of other financial assets - current
Pledged demand deposits
Sub-total of other financial assets - noncurrent
Pledged time deposits
Property, plant and equipment (net)
Investment properties
Total
December 31
2022
2021
$30,710
$55,001
304
160
5,381,147
6,091,631
-
443,349
$5,412,161
$6,590,141
2022
$30,710
304
5,381,147
-
$5,412,161

9.SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED

CONTRACT COMMITMENTS

  • (1)Guarantee notes issued to banks by the Company for loans and purchases performance totaled $25,717,711 thousand and $25,029,087 thousand of as December 31, 2022 and 2021, respectively.

385

  • (2) Guarantee notes received by the Company for its contract performance and creditor’s right totaled $158,275 thousand and $190,094 thousand as of December 31, 2022 and 2021, respectively.

  • (3)The unused letters of credit as of December 31, 2022 and 2021 are as follows:

December 31,2022
L/C Amount
SecurityDeposit
NTD
387,728
-
USD
9,745
-
JPY
82,188
-
December 31,2021 December 31,2021
L/C Amount
NTD
387,728
USD
9,745
JPY
82,188
L/C Amount
NTD
436,582
USD
45,176
JPY
2,606
SecurityDeposit

-

-

-
  • (4)For the Company’s endorsement for others as of the years ended December 31, 2022 and 2021, please refer to Note 7.3.13.

  • (5)As of December 31, 2022 and 2021, guarantees provided to banks by the Company for performance and warranty amounted to $35,097 thousand, and $62,619 thousand, respectively.

  • (6)The Company entered into raw material purchase agreements with suppliers of Hot Rolled Steel Coils, Zinc Ingot and Aluminum alloy, including INTELORG, TENNANT and KOREA ZINC, etc. The price was agreed on by both parties upon negotiation. As of December 31, 2022, the unperformed portion totaled 6,624 tons, amounting to $260,993 thousand.

  • (7)Great Emperor Hotel Co., Ltd. and Kings Garden International Co., Ltd., two subsidiaries, entered into the syndicated loan agreements with Land Bank of Taiwan and First Commercial Bank in August 2014. Yieh United Steel Corp., Yieh Phui Enterprise Co., Ltd., and Yieh Hsing Enterprise Co., Ltd. issued a commitment letter before the first use that. the Company and its related parties shall jointly hold more than 50% of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd.’s issued shares and gain the majority of directors' seats at all times. The YIEH PHUI Group held 100% of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd. and acquired all directors' seats of both companies as of December 31, 2022.

10.SIGNIFICANT DISASTER LOSS:NONE.

11.SIGNIFICANT SUBSEQUENT EVENTS:NONE.

The Company’s Board of Directors resolved on March 9, 2023 to cancel its treasury stocks. The amount of capital reduction was $92,330 thousand, with 9,233 thousand shares eliminated, and the capital reduction ratio was 0.47%. After capital reduction, the share capital was $19,758,650 thousand. The record date for capital reduction was set on March 15, 2023.

12.OTHERS

(1) Capital risk management

As the Company needs to maintain sufficient capital to meet the needs for expansion and plant and equipment improvement, capital management of the Company focuses on ensuring there are sufficient financial resources and operating plans to meet the demands for operating capital, capital expenditure, research and development expense, loan repayment and dividend distribution in the next 12 months.

386

(2) Financial Instruments

  1. Financial risk of financial instruments

The Company’s daily operations are affected by various financial risks, e.g. market risk (including exchange rate, interest rate and price risks), credit risk and liquidity risk. The Company is devoted to identify, assess and avoid market uncertainties in order to eliminate the potential adverse effects of market changes on the financial performance.

Before engaging in significant transactions, due approval process by the Board of Directors must be carried out based on related protocols and internal control procedures. While the financial plan is underway, the Company shall comply with relevant financial operation procedures on the overall financial risk management and segregation of duties at all times.

The nature and degree of significant financial risks

  • A. Market risks

  • (A) Foreign exchange rate risk:

The Company is exposed to exchange rate risk arising from the sales, purchases and borrowings in currencies other than the Company’s functional currency, as well as from net investment of foreign operations. Functional currencies adopted by entities within the Company mainly comprise New Taiwan Dollars, Such transactions are denominated mainly in USD. To avoid a decrease in the value of assets dominated in foreign currency and volatility in future cash flows due to changes in exchange rates, the Company hedges the exchange rate risk with foreign-currency borrowings and derivative financial instruments .Those derivative financial instruments can diminish but not completely eliminate the impacts of changes in exchange rate. As net investments in foreign operations are for strategic purposes, they are not hedged by the Company.

  • a. Exchange rate exposure and sensitivity analysis:
Amount
in Foreign
Currency
(Foreign currency: Functional currency)
Financial assets
Monetaryitems
USD:NTD
103,372
Investments
accounted for using
equitymethod
USD:NTD
337,456
Exchange
rate
December31,2022 December31,2022 December31,2022
Presented
amount
(New Taiwan
Dollars)
3,174,547
10,363,261
SensitivityAnalysis
Range
of
change
UP1%
UP1%
Effects on
profit or
loss
31,745
-
Effects
on
Equity

30.71
30.71
-
103,633

387

December 31, 2021

Sensitivity Analysis

Amount
in Foreign
Currency
(Foreign currency: Functional currency)
Financial assets
Monetaryitems
USD:NTD
48,872
Investments
accounted for using
equitymethod
USD:NTD
396,028
Financial liabilities
Monetaryitems
USD:NTD
41,724
JPY:NTD
809,321
Exchange
rate

27.68
27.68
27.68
0.2405
Presented
amount
(New Taiwan
Dollars)
1,352,791
10,962,053
1,154,909
194,642
Range
of
change
UP1%
UP1%
UP1%
UP1%
Effects on
profit or
loss
13,528
-
(11,549)
(1,946)
Effects
on
Equity
-
109,621
-
-

If NTD appreciates against the above-mentioned currencies, held all other variables constant, the impact generated as of December 31, 2022 and 2021 would stay the same with the reverse result.

  • b. Due to the exchange rate volatility, total exchange gains and losses (including realized and unrealized) from the Company’s monetary items amounted to $369,283 thousand and $47,405 thousand for the years ended December 31, 2022 and 2021, respectively.

  • (B) Price risk

Since the Company’s investment in securities is classified as financial assets at FVTPL or financial assets at FVTOCI on the standalone balance sheet, the Company does not expose to price risks of securities.

  • The Company mainly invests in domestic listed and unlisted stocks and beneficiary certificates. The price of such securities can be affected by changes in future value of those investment targets.

If the security price goes up or down by 1%, the post-tax profit or loss for the year 2022 and 2021 will increase or decrease by $339 thousand and $2,181 thousand due to the increase or decrease of the fair value of financial assets measured at FVTPL. The post-tax other comprehensive income for the year 2022 and 2021 will increase or decrease by $7,330 thousand and $7,929 thousand due to the increase or decrease of the fair value of financial assets measured at FVTOCI.

  • (C) Interest rate risk

The carrying amount of the Company’s financial assets and financial liabilities that are exposed to interest rate risk at the reporting date is stated as follows:

liabilities that are exposed to
as follows:
interest rate risk at the reporting date is stated
Item
With fair value interest rate risk
Financial assets
Financial liabilities
Net
Carrying Amount
December 31,2022
$304
(908,045)
($907,741)
December 31,2021
$160
(849,291)
($849,131)

388

With cash flow interest rate risk Financial assets $1,957,608 $527,309 Financial liabilities (15,900,305) (15,594,479) Net ($13,942,697) ($15,067,170)

  - a. Sensitivity analysis of those with fair value interest rate risk: The Company does not classify any fixed-rate instruments as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In addition, the Company does not designate derivatives (interest rate swap) as hedge instruments under hedge accounting. Therefore, the change of interest rate at reporting date does not have influence on net income and other comprehensive income.

  - b. Sensitivity analysis of those with cash flow interest rate risk: The interest-fluctuate instruments possessed by the Company were floating-interest assets (liabilities). Therefore the effective interest rate, as well as the future cash flows, changes along with the market movement. Every one percent decrease (increase) in the market interest rate will increase (decrease) the net profit by ($139,427) thousand and ($150,672) thousand for 2022 and 2021, respectively.
  • B. Credit risk

  • Credit risk refers to the risk of financial loss to the Company arising from default by counter-parties of financial instruments on the contract obligations. Credit risk of the Company mainly comes from receivables under operating activities and bank deposits and other financial instruments under investing activities. Credit risks related to operation and finance risks are managed separately.

Credit risk related to operations

To maintain the quality of accounts receivable, the Company has established the procedures for credit risk management with regards to its operations.

Risk assessment on individual customer includes factors that could affect the customer's ability to pay, such as the customer's financial status, the Company’s internal credit ratings, historical transactions and current economic conditions. Financial credit risk

The credit risks of bank deposits and other Financial instruments are measured and monitored by the Company’s financial departments. The Company does not expect significant credit risk because the counterparties are creditworthy and investment-graded financial institutions, companies and government agencies without any significant default concerns. In addition, the Company does not have any debt instrument investments that are either measured at amortized cost, or at FVTOCI.

  • (A) Credit concentration risk

  • As of December 31, 2022 and 2021, the top ten clients accounted for 71.52% and 60.34% of the Company’s accounts receivable, indicating a credit concentration risk. However, no significant credit concentration risk was shown from the remaining accounts receivables.

  • (B) Measurement of expected credit impairment loss

  • a. Accounts receivables and contract assets apply the simplified approach. Please refer to Note 6.4 and Note 6.25 for details.

389

  • b. Indications for determining whether the credit risk is increased significantly: None (the Company does not have any debt instrument investments that are either measured at amortized cost, or at FVTOCI).

  • c. Collaterals and other credit enhancement held to avoid credit risks from financial assets

  • The following table shows the maximum exposure to credit risk regarding financial assets recognized in the standalone balance sheets, pledged collateral, master netting arrangements and other credit enhancement held by the Company:

December31,2022

Credit-impaired financial
instruments to which impairment
requirements of IFRS9 are
applicable
Financial instruments to which
the impairment requirements of
IFRS 9 are not applicable:
Financial assets at fair value
through profit and loss
Financial assets measured at
FVTOCI
Total
CarryingAmount
$-
33,914
732,973
$766,887
Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks
Collateral
$-
-
-
$-
Net Settlement
Agreement
$-
-
-
$-
Other Credit
Enhancement
$-
-
-
$-
Total
$-
-
-
$-
December31,2021

Credit-impaired financial
instruments to which impairment
requirements of IFRS9 are
applicable
Financial instruments to which
the impairment requirements of
IFRS 9 are not applicable:
Financial assets at fair value
through profit and loss
Financial assets measured at
FVTOCI
Total
CarryingAmount
$-
218,128
792,920
$1,011,048
Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks
Collateral
$-
-
-
$-
Net Settlement
Agreement
$-
-
-
$-
Other Credit
Enhancement
$-
-
-
$-
Total
$-
-
-
$-
  • C. Liquidity risk

  • (A) Liquidity risk management

The Company’s objecting in managing liquidity risk is to maintain a sufficient level of cash and cash equivalents, highly-liquid marketable securities and credit lines with banks for daily operations in order to ensure the financial flexibility of the Company.

  • (B) The table below shows an analysis of the financial liabilities held by the Company with defined repayment terms based on maturity dates and undiscounted payment at maturity:

390

Non-derivative financial
Liability
December 31,2022 December 31,2022 December 31,2022
Within 6
months
7-12 months 1-2 years 2-5 years Over 5
years
$ -
-
-
-
-
199,904
27,640
2,000
$229,544
Contractual
cash flows
$5,949,747

700,000
312,774
435,057
677,828

263,876

9,975,540

2,000
$18,316,822
Carrying
amount
Short-term loans
Short-term notes and bills
payable
Notes payable
Accounts payable
Other payables
Lease liabilities (including
current portion)
Long-term loans
(including current portion)
Guarantee deposits
Received
Subtotal
$4,794,747
700,000
312,774
435,057
674,450

7,653

790,476
-

$1,155,000

-

-

-

3,378

8,673

590,476

-
$ -
-
-
-

-

15,022

1,475,951
-
$ -
-
-
-
-

32,624

7,090,997
-
$5,949,747
698,755
312,774
435,057
677,828
209,290
9,950,558
2,000
$7,715,157
$1,757,527
$1,490,973 $7,123,621 $18,236,009

Further information on the maturity analysis of lease liabilities is as follows:

Lessthan 1year
1-5 years
5-10 years
10-15 years
15-20
years
Over 20 years
Lease liabilities
$16,326
$47,646
$52,318
$42,278
$42,277
$63,031
December 31,2021
Non-derivative financial
Liability
Within 6
months
7-12 months
1-2 years
2-5 years
Over 5
years
Contractual
cash flows
Short-term loans
$5,564,136
$200,000
$ -
$ -
$ -
$5,764,136
Short-term notes and bills
payable
650,000
-
-
-
-
650,000
Notes payable
455,374
-
-
-
-
455,374
Accounts payable
769,888
-
-
-
-
769,888
Other payables
838,684
18,955
-
-
-
857,639
Lease liabilities (including
current portion)
6,741
6,659
13,198
31,676
198,757
257,031
Long-term loans
(including current portion)
125,190
302,269
1,308,380
8,085,140
42,020
9,862,999
Guarantee deposits
Received
-
-
-
-
2,000
2,000
Subtotal
$8,410,013
$527,883
$1,321,578 $8,116,816
$242,777
$18,619,067
Lessthan 1year Lessthan 1year
1-5 years

1-5 years
5-10 years 5-10 years 10-15 years 10-15 years 15-20
years
15-20
years
Over 20 years
$63,031
Over 20 years
$63,031
Total
undiscounted
lease payments
Total
undiscounted
lease payments
$16,326 $47,646 $52,318
$42,278

$42,277
$263,876
December 31,2021
Within 6
months
7-12 months 1-2 years 2-5 years Over 5
years
Contractual
cash flows









Carrying
amount
Short-term loans
Short-term notes and bills
payable
Notes payable
Accounts payable
Other payables
Lease liabilities (including
current portion)
Long-term loans
(including current portion)
Guarantee deposits
Received
Subtotal
$5,564,136
650,000
455,374
769,888
838,684

6,741

125,190
-
$200,000

-
-
-
18,955

6,659

302,269

-
$ -
-
-
-
-
13,198
1,308,380
-
$ -
-
-
-
-
31,676
8,085,140
-
$ -
-
-
-
-
198,757
42,020
2,000
$5,764,136

650,000
455,374
769,888
857,639

257,031

9,862,999

2,000
$5,764,136
648,832
455,374
769,888
857,639
200,459
9,830,343
2,000
$8,410,013 $527,883 $1,321,578 $8,116,816 $242,777 $18,619,067 $18,528,671

Further information on the maturity analysis of lease liabilities is as follows:

follows:
Total
15-20 undiscounted
Lessthan 1year 1-5 years 5-10 years 10-15 years years Over 20 years lease payments
Lease liabilities $13,400 $44,874 $42,715 $42,278 $42,277 $71,487 $257,031

The Company does not expect a maturity analysis of which the cash flows timing would be significantly earlier, or the actual amount would be significantly different.

391

2. Types of Financial instruments

Financial assets
Financial assets measured at amortized cost
Cash and cash equivalents
Notes receivables and accounts receivables
(including related parties)
Other receivables(including related parties)
Other financial assets - current
Refundable deposits
Other financial assets - noncurrent
Financial assets at fair value through profit or loss
- current
Financial assets at fair value through other
comprehensive income or loss - noncurrent
Financial liabilities
Financial liabilities measured at amortized costs
Short-term loans
Short-term notes and bills payable
Notes payable and accounts payable (including
related parties)
Other payables (including related parties)
Long-term loans (including current portion)
Lease liabilities (including current portion)
Deposits received
December 31 December 31
2022
$2,133,667
1,234,745
2,383,381
30,710
782,097
304
33,914
732,973
5,949,747
698,755
747,831
677,828
9,950,558
209,290
2,000
2021
$915,280
1,186,019
288,206
55,001
545,925
160
218,128
792,920
5,764,136
648,832
1,225,262
857,639
9,830,343
200,459
2,000

(3) Fair Value Information:

  1. For information on fair value of financial assets and financial liabilities not measured at fair value, please refer to Note 12(3)3. For fair value of investment property measured at cost, please refer to Note 6.12. For fair value of investments in associates with quoted prices in an open market, please refer to Note 6.9.

  2. Definition of the three levels in fair value: Level 1:

Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks and beneficiary certificates with quoted market prices is included in Level 1.

Level 2

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3

Unobservable inputs for the asset or liability. The fair value of the Company’s investment in certain derivative instruments, equity investment without active market and investment property is included in Level 3.

392

3. Financial instruments not measured at fair value

  • Management of the Company thinks that the carrying amount of financial instruments not measured at fair value except those listed in the table below, including cash and cash equivalents, accounts receivables, other financial assets, refundable deposits, short term loans, short-term bills payable, accounts payable, lease liabilities (including current and non-current), long-term loans (including current portion), and deposits received, is the reasonable approximation of their fair value.

4. Fair value hierarchy:

The fair value hierarchy of financial instrument is measured at fair value on a recurring basis. Information about the Company’s fair value hierarchy is disclosed in the following table:

in the following table:
Item
Assets:
Recurringfair value
Financial assets at fair value
through profit or loss
Non-derivative financial assets
held for trading
Financial assets measured at
FVTOCI
Domestic unlisted stocks
Domestic listed stocks
Total
Item
Assets:
Recurringfair value
Financial assets at fair value
through profit or loss
Non-derivative financial assets
held for trading
Domestic unlisted stocks
Financial assets measured at
FVTOCI
Domestic unlisted stocks
Domestic listed stocks
Total
December 31,2022
Level 1
$33,914
-
17,992
$51,906
Level 2
Level 3
$ -
$ -
-
714,981
-
-
$-
$714,981
December 31,2021
Total

$33,914

714,981

17,992

$766,887
Level 1
$21,320
-
-
24,244
$45,564
Level 2
$ -
-
-
-
$-
Level 3
$ -
196,808
768,676
-
$965,484
Total
$21,320
196,808
768,676
24,244
$1,011,048

393

  1. Fair value valuation technique for instruments measured at fair value:

  2. (1) The fair value of financial instruments with quoted prices in active markets is the quoted market prices. Market prices published by major trading centers and exchanges for on-the-run government bonds are the basis for the fair value of listed equity instruments and debt instruments with quoted prices in active markets. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. If one of the conditions fails, the market is not deemed active. In general, indications of an inactive market include a wide bid-ask spread, a significant increase in the bid-ask spread and low level of trading volume. The fair value of financial instruments with active markets held by the Company are stated by their natures and types as follows:

  3. a. Listed stocks: closing prices

  4. b. Open-end funds: net worth

  5. (2) Except for financial assets with an active market, the fair value of other financial assets is obtained either based on the valuation technique or by reference to the quotes from counter-parties. Fair value can be obtained by using a valuation technique that refers to the fair value of financial instruments having substantially the same terms and characteristics, the discounted cash flow method, or other valuation technique e.g. the one that applies market information available on the balance sheet date to a pricing model for calculation.

  6. (3) When evaluating financial instruments that are non-standard and with lower complexity, e.g. debt instruments with no active markets, interest rate swaps, foreign exchange swaps and options, the Company adopts valuation techniques that are commonly used by market participants. The parameters used in the valuation models for those financial instruments are normally observable data in the market.

  7. (4) Valuation of derivative financial instruments adopts valuation models that are commonly used by market participants, e.g. discounted cash flows method and option pricing model.

  8. (5) Outputs from the valuation models are estimates and valuation techniques may not be able to reflect all relevant factors of the financial and nonfinancial instruments held by the Company. Therefore, when needed, estimates from the valuation model would be adjusted based on additional parameters, e.g. model risk or liquidity risk. According to the Company's policies of fair value valuation management and relevant control procedures, the Company's management considers that valuation adjustments as being necessary and appropriate for a fair and just presentation of financial and non-financial instruments on the standalone balance sheet. Every price data and parameters used in the valuation is reviewed thoroughly and adjusted for current market conditions.

  9. (6) The Company incorporates the adjustment of credit risk assessment into the fair value measurement of financial and non-financial instruments to reflect the credit risk of counter-party and the credit quality of the Company.

  10. Transfers between Level 1 and Level 2 fair value hierarchy: None

394

7. Statement of changes in Level 3 fair value hierarchy:

Item
Beginning balance
Addition
Disposal
Proceeds from capital reduction
Recognized in profit and loss
Recognized in other comprehensive income
Ending balance
Investment in unquoted
financial instruments
Year Ended December 31
2022
2021
$965,484
$874,419
54,718
10,000
(196,808)
-
(26,184)
(847)
-
(16,484)
(82,229)
98,396
$714,981
$965,484
2022
$965,484
54,718
(196,808)
(26,184)
-
(82,229)
$714,981
  1. Valuation process for Level 3 fair value measurement: Valuation process regarding fair value Level 3 is conducted by the Company’s finance department, by which the independence of fair value of financial instruments is verified though use of independent data source in order to make the valuation results close to market conditions. Such valuation results are regularly reviewed so as to ensure their reasonableness.

The unlisted company stocks held by the Company in an inactive market are mainly based on the market method and net asset value method to estimate the fair value. The market method is judgment is based on the same type of company evaluation, third party quotation, company net value and operating status assessment. The net assets method is based on the assets on the balance sheet of the enterprise as the main basis for evaluating the value of the enterprise.

  1. Quantified information on value fair measured on the basis of major unobservable input value (Level 3):

  2. Part of unlisted stocks are mainly based on market method and net asset value method, in which significant unobservable inputs include liquidity discounts and control premiums. When liquidity discounts decrease or control discount increase, the fair value of these investments will increase.

  3. 10.The sensitivity analysis of the fair value on assumption that could possibly and reasonable be substituted for measurement of Level 3 fair value:

The assets measured by the fair value of the third level of the fair value hierarchy of the Company are used to measure the significant unobservable inputs of fair value.

Item Evaluation
technology
Check the
input value
interval Input value and fair value
relationship
Financial assets at fair
value through profit or
loss

Financial assets at fair
value through profit or
loss
Market
Approach
Market
Approach
Lack of
liquidity
discount rate
Lack of
liquidity
discount rate
10%~30%
10%~30%
The higher the degree of
lack of liquidity, the
lower the fair value
estimate
The higher the degree of
lack of liquidity, the
lower the fair value
estimate

395

[Evaluation ] Check the[Input value and fair value ] Item interval technology input value relationship Net Asset Lack of 5%~15% The higher the degree of Value liquidity lack of liquidity, the Method discount rate lower the fair value estimate Control 5%~20% The higher the control discount discount, the lower the fair value estimate

  • (4) Transfer of financial assets: None.

  • (5) Offsetting financial assets and financial liabilities: None. Considering the increasingly fierce competition in the stainless steel market after the rise of the steel industry in China and Indonesia, The Group intends to achieve economies of scale in integration of production and marketing operations with Yieh United Steel Corp. through a strategic alliance with Tang Rong Iron Works Co., Ltd., and jointly boost the international competitiveness of Taiwan's stainless steel industry. The Company's Board of Directors resolved on May 4, 2022 to apply to the Fair Trade Commission for the merger of Tang Rong Iron Works Co., Ltd., which will jointly operate by Yieh United Steel Corp. The Group will carry out the plan of acquiring the equity of Tang Rong Iron Works Co., Ltd. after obtaining the permission of the Fair Trade Commission. The Group and Yieh United Steel Corp. will directly or indirectly acquire more than 1/3 or more than 50% equity of Tang Rong Iron Works Co., Ltd. through public acquisition or other means. After the application for this case was filed, it was rejected by the Fair Trade Commission in August 2022 because the submitted documents were still incomplete, and the Group will make up the documents and re-apply.

13.SUPPLEMENTARY DISCLOSURES

  • A. Significant transactions information

  • (a) Financing provided to others (Table 1)

  • (b) Endorsements/guarantees provided (Table 2)

  • (c) Marketable securities held (excluding investments in subsidiaries and associates) (Table 3)

  • (d) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)

  • (e) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital :None.

  • (f) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (Table 5)

  • (g) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)

  • (h) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)

  • (i) Trading in derivative instruments (Note 6.2)

  • B. Information on investees (Table 8)

  • C. Information on investments in mainland China (Table 9)

  • D. Information of major shareholders: List all shareholders with a stake of 5 percent or greater in shareholding percentage and the number of shares. (Table 10)

396

TABLE 1

Yieh Phui Enterprise Co., Ltd. Financing provided to others For The Year Ended December 31, 2022

Unit: Thousands of NT Dollar/ Foreign Currency

No. Creditor Borrower General
ledger
account
Related
party
Maximum
outstanding
balance for
the period
Ending
balance
Amount
actually
drawn
Interest
rate
Nature
of
loan
Transaction
amount
Reason
for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to
a single party
Ceiling on
total loans
granted
Item Value
0 Yieh Phui
Enterprise Co.,
Ltd.
Kuo Chang Enterprise
Co., Ltd.
Other
receivables -
relatedparty
Y 300,000 300,000 145,000 2.57%-
2.89%


2
Operating
capital
12,633,147
(Note 3)


12,633,147
(Note 3)
United Brightening
Development Corp.
Other
receivables -
relatedparty
Y 700,000
700,000

325,000

2.57%-
2.89%


2
Operating
capital
12,633,147
(Note 3)


12,633,147
(Note 3)
1 Yieh Phui (Hong
Kong) Holdings
Limited
Yieh Phui (China)
Technomaterial Co.,
Ltd.
Long-term
receivable –
related party and
Other
receivables -
relatedparty

Y
3,290,769
(RMB293,226)
(USD 61,470)

3,167,520
(RMB 290,238)
(USD 61,470)

3,167,520
(RMB 290,238)
(USD 61,470)

4.25%-
9.43%


2
Operating
capital
12,633,147
(Note 3)


12,633,147
(Note 3)
2 Yieh Phui (China)
Technomaterial
Co.,Ltd.
Tianjin Lianfa
Precision Steel
Corporation
Long-term
receivable –
relatedparty
Y 225,360
(RMB 50,000)

220,470
(RMB 50,000)

220,470
(RMB 50,000)

3.85%-
4.35%


2
Operating
capital
12,633,147
(Note 3)


12,633,147
(Note 3)
3 Shin Yang Steel
Co., Ltd.
Yieh Phui (Hong
Kong) Holdings
Limited
Other
receivables -
relatedparty
Y 213,045
(USD 7,000)

2.00%
2
Operating
capital
808,490
(Note 2)


808,490
(Note 1)
4 Applied Wireless
Identifications Group,
Inc.
Yieh Phui (Hong
Kong) Holdings
Limited
Other
receivables -
relatedparty
Y 89,680
(USD 3,200)

2.35%
2
Operating
capital
152,473
(Note 2)


152,473
(Note 1)
5 EMMT Systems
Corporation
Yieh Phui (Hong
Kong) Holdings
Limited
Other
receivables -
relatedparty
Y 166,950
(USD 6,000)

2.00%
2
Operating
capital
410,318
(Note 2)


410,318
(Note 1)

(Note 1) The maximum amount of total loans to others shall not exceed 40% of the creditor's net worth.

(Note 2) The maximum amount of loans granted to a single entity shall not exceed 40% of the creditor's net worth.

(Note 3) Total loans between foreign entities that are 100% owned directly or indirectly by the Company shall not exceed 40% of the Company’s net worth and loans to a single entity shall not exceed 40% of the Company’s net worth.

(Note 4) Nature of loans is classified as follows: Entities having business relations with the Company is ‘1’; entities with needs for short-term financing is ‘2’.

397

TABLE 2

Yieh Phui Enterprise Co., Ltd. Endorsements/guarantees provided For The Year Ended December 31, 2022

Unit: Thousands of NT Dollar/ Foreign Currency

No. Endorser/
guarantor
Party being endorsed/guaranteed Party being endorsed/guaranteed Limit on
endorsement/
guarantees
provided for a
single party
Maximum
balance for the
period
Ending balance Amount
actually drawn
Amount of
endorsement/
guarantees
collateralized
by properties


Ratio of
accumulated
endorsement/
guarantee to
net equity per
latest financial
statement
Maximum
endorsement/
guarantee
allowable
Guarantee
provided by
parent
company to
subsidiary
Guarantee
provided by
a subsidiary
to parent
company
Guarantee
provided to
subsidiaries
in Mainland
China
Company
name
Relationship with
the endorser/
guarantor
0 Yieh Phui
Enterprise Co.,
Ltd. (Note 1)
Yieh Phui (China)
Technomaterial Co.,
Ltd.
Investee of the
Company’s
Sub-subsidiary
31,582,868 6,310,080
(RMB 1,400,000)

6,173,160
(RMB 1,400,000)

1,726,280
(RMB 391,500)

19.55%
31,582,868
Y Y
Shin Yang Steel Co.,
Ltd.
Subsidiary of the
Company
31,582,868 1,236,000
456,000
104,000 336,000
1.44%

31,582,868
Y
Yieh Phui (Hong
Kong) Holdings
Limited
Subsidiary of the
Company
31,582,868 4,717,425
(USD 155,000)

3,500,940
(USD 114,000)

3,256,054
(USD 50,750)
(RMB 384,978)

11.08%
31,582,868
Y
1 Shin Phui Steel
Corporation
(Note 2)
Yieh Phui Enterprise
Co., Ltd.
Parent company of
the company
1,299,398 981,890
981,890

981,890

981,890

377.82%
1,299,398
Y
2 Kings Garden
International Co.,
Ltd.(Note 3)
Great Emperor Hotel
Co., Ltd.
The same ultimate
parent company
29,408,020 8,175,000
8,175,000

8,175,000

8,175,000

194.59%
29,408,020
3 Great Emperor
Hotel Co., Ltd.
(Note 4)
Kings garden
International Co., Ltd.
The same ultimate
parent company
31,519,489 7,583,000
7,583,000

7,446,000

7,583,000

168.41%
31,519,489
4 Shin Yang Steel
Co., Ltd.(Note 6)
Yieh Phui Enterprise
Co., Ltd.
Parent company of
the company
6,063,672 900,000
900,000

140,000

900,000

44.53%
6,063,672
Y
5 Yieh Phui (China)
Technomaterial
Co., Ltd.(Note 5)
Tianjin Lianfa
Precision Steel
Corporation
Subsidiary of the
Company
9,296,274 44,756
(RMB 9,930)

9,296,274 Y Y
6 Sin Bang
Investment &
Development Co.,
Ltd.(Note 7)
United Brightening
Development Corp.
The same ultimate
parent company
484,562 200,000
200,000

200,000

200,000

82.55%
484,562

398

  • (Note 1): The maximum amount of endorsement/guarantee provided by the Company shall not exceed the Company’s net worth. The same limit applies to the endorsement/guarantee provided by the Company to a single subsidiary.

  • (Note 2): The maximum amount of endorsement/guarantee provided by Shin Phui Steel Corporation shall not exceed 5 times of Shin Phui’s net worth. The same limit applies to the endorsement/guarantee provided by Shin Phui Steel Corporation to a single entity.

  • (Note 3): The maximum amount of endorsement/guarantee provided by Kings Garden International Co., Ltd. shall not exceed 7 times of Kings Garden’s net worth. The same limit applies to the endorsement/guarantee provided by Kings Garden International Co., Ltd. to a single entity.

  • (Note 4): The maximum amount of endorsement/guarantee provided by Great Emperor Hotel Co., Ltd. shall not exceed 7 times of Great Emperor Hotel’s net worth. The same limit applies to endorsement/guarantee provided by Great Emperor Hotel Co., Ltd. to a single entity.

  • (Note 5): The maximum amount of endorsement/guarantee provided by Yieh Phui (China) Technomaterial Co., Ltd. shall not exceed the net worth of Yieh Phui (China) Technomaterial Co., Ltd. The same limit applies to the endorsement/guarantee provided Yieh Phui (China) Technomaterial Co., Ltd. to a single subsidiary.

  • (Note 6): The maximum amount of endorsement/guarantee provided by Shin Yang Steel Co., Ltd. shall not exceed 3 times of Shin Yang’s net worth. The same limit applies to the endorsement/guarantee provided by Shin Yang Steel Co., Ltd. to a single entity.

  • (Note 7) : The maximum amount of endorsement/guarantee provided by Sin Bang Investment & Development Co., Ltd. shall not exceed 2 times of Sin Bang’s net worth. The same limit applies to the endorsement/guarantee provided by Sin Bang Investment & Development Co., Ltd. to a single entity.

  • (Note 8): The net worth referred to above is based on the latest financial statements audited or reviewed by independent auditors.

399

TABLE 3

Yieh Phui Enterprise Co., Ltd. Marketable securities held (excluding investments in subsidiaries and associates) For The Year Ended December 31, 2022

Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 Note
Shares (in
thousands)
**Carrying value ** Ownership (%) Fair value
Yieh Phui Enterprise
Co., Ltd.
Fund/ JPMorgan Funds – US Technology Fund - JPM US
TechnologyF(acc)–USD
None Financial assets at fair value through profit or
loss - current
1
2,865

2,865
Fund/ KGI LOHAS Multi-Asset Fund None Financial assets at fair value through profit or
loss - current
500
4,877

4,877
Fund/ Amundi TW - Emerging Markets Green Bond Fund None Financial assets at fair value through profit or
loss - current
250
2,468

2,468
Fund/ UBS (TW) Multi Asset Risk Controlled Sustainable
Fund
None Financial assets at fair value through profit or
loss - current
300
2,964

2,964
Fund/ Cathay US Premium Bond Fund None Financial assets at fair value through profit or
loss - current
500
4,933

4,933
Fund/ Mega Singapore Real Estate Income Fund None Financial assets at fair value through profit or
loss - current
500
4,900

4,900
Fund/ Mega Singapore Real Estate Income Fund None Financial assets at fair value through profit or
loss - current
300
2,940

2,940
Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond
Fund
None Financial assets at fair value through profit or
loss - current
800
7,967

7,967
Total 33,914 33,914
Stock/ Taiwan Ves-Power Co., Ltd. Related party in
substance
Financial assets at fair value through other
comprehensive income or loss - noncurrent
252
50,496

3.60%

50,496
Stock/ New Spring Construction Corp. Related party in
substance
Financial assets at fair value through other
comprehensive income or loss - noncurrent
17,003
137,049

15.49%

137,049
Stock/ Taiwan Implant Technology Company, Ltd. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
701
3,516

4.20%

3,516
Stock/ Sunny Bank None Financial assets at fair value through other
comprehensive income or loss - noncurrent
4,912
51,051

0.15%

51,051

400

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 Note
Shares (in
thousands)
**Carrying value ** Ownership (%) Fair value
Yieh Phui Enterprise
Co., Ltd.

Stock/ Universal Venture Capital Investment Co., Ltd.
None Financial assets at fair value through other
comprehensive income or loss - noncurrent
1,100
7,064

0.91%

7,064
Stock/ Yieh Corporation Limited Related party in
substance
Financial assets at fair value through other
comprehensive income or loss - noncurrent
200
111,065

3.51%

111,065
Stock/ Pacific Harbor Stevedoring Corporation Director of the entity is
the Company’s director
Financial assets at fair value through other
comprehensive income or loss - noncurrent
150
3,565

3.00%

3,565
Stock/ Image DJ Software Corp. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
24
535

0.96%

535
Stock/ Chao-Feng Venture Capital Co., Ltd. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
830
5,613

0.79%

5,613
Stock/ Skylark International Hotel Co., Ltd. Related party in
substance
Financial assets at fair value through other
comprehensive income or loss - noncurrent
26,000
318,020

13.68%

318,020
Stock/ Neolink Capital Corp. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
2,100
16,985

2.57%

16,985
Stock/Taiwan Enterprise No.1 Venture Capital Limited
Partnership
None Financial assets at fair value through other
comprehensive income or loss - noncurrent
10,022
10,022
Stock/ Asia Pacific Telecom Co., Ltd. None Financial assets at fair value through other
comprehensive income or loss - noncurrent
2,949
17,992

0.07%

17,992
Total 732,973 732,973
Worthing Honor
Holdings Ltd.
Stock/ SEE Corporation None Financial assets at fair value through profit
or loss - current
1
United Brightening
Development Corp.
Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond
Fund
None Financial assets at fair value through profit
or loss - current
300 2,987
2,987
Kings garden
International Co., Ltd.

Fund/SinoPac ESG Global Digital Infrastructure Fund
None Financial assets at fair value through profit
or loss - current
300
2,787

2,787
Great Emperor Hotel
Co., Ltd.
Fund/ UBS (TW) Multi Asset Risk Controlled Sustainable
Fund
None Financial assets at fair value through profit
or loss - current
500
4,940
4,940
Shin Yang Steel Co.,
Ltd.
Fund/ Neuberger Berman US Short Duration Non-Investment
Grade Bond Fund
None Financial assets at fair value through profit
or loss - current
500
5,000

5,000
Fund/ Mega Singapore Real Estate Income None Financial assets at fair value through profit
or loss - current
300
2,941

2,941
Fund/ KGI LOHAS Multi-Asset Fund None Financial assets at fair value through profit
or loss - current
300
2,926

2,926
Total 10,867 10,867
Zhengzi Technology Co., Ltd Related party in
substance
Financial assets at fair value through other
comprehensive income - noncurrent
293
4,448

19.50%

4,448

401

Securities held by Marketable securities Relationship with the
securities issuer
General ledger account As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 Note
Shares (in
thousands)
**Carrying value ** Ownership (%) Fair value
EMMT Systems
Corporation
Fund/ Yuanta 2-10 Year Investment Grade Corporate Bond
Fund
None Financial assets at fair value through profit
or loss - current
180
1,776

1,776
Fund/ SinoPac ESG Global Digital Infrastructure Fund None Financial assets at fair value through profit
or loss - current
180
1,672

1,672
Total 3,448 3,448
Yieh Hsing
Enterprise Co., Ltd
Fund/ TCB Dah-Fa Fund None Financial assets at fair value through profit
or loss - current
39
1,563

1,563
Fund/ FSITC Global Utilities and Infrastructure Fund None Financial assets at fair value through profit
or loss - current
212
2,881

2,881
Fund/ KGI LOHAS Multi-Asset Fund None Financial assets at fair value through profit
or loss - current
300
2,926

2,926
Fund/ Amundi TW - Emerging Markets Green Bond Fund None Financial assets at fair value through profit
or loss - current
250
2,468

2,468
Fund/ Mega Singapore Real Estate Income None Financial assets at fair value through profit
or loss - current
300
2,940

2,940
Fund/ Hua Nan Global Carbon Neutral Megatrend Index
Fund
None Financial assets at fair value through profit
or loss - current
300
2,736

2,736
Fund/ Hua Nan Taiwan Environmental Sustainability and
High Dividend Index Fund
None Financial assets at fair value through profit
or loss - current
300
3,015

3,015
Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond
Fund
None Financial assets at fair value through profit
or loss - current
300
2,987

2,987
Total 21,516 21,516
Stock/ Pacific Harbor Stevedoring Corporation Director of the entity is
the Company’s chairman
Financial assets at fair value through other
comprehensive income - noncurrent
150
3,566

3.00%
3,566

402

TABLE 4

Yieh Phui Enterprise Co., Ltd.

Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2022

Unit: Thousand Shares;Thousands of NT Dollar

**Investor ** Marketable
securities
General
ledger
account
Counterparty Relationship
with the
**investor **
Beginning balance Beginning balance **Addition ** **Addition ** **Disposal ** **Disposal ** Ending balance Ending balance
Number
of shares
Amount Number
of shares
Amount Number
of shares
Selling
price
Book
value
Gain
(loss) on
disposal
Number
of shares
Amount
Yieh Phui
Enterprise
Co., Ltd.
Hong Yuh
Assets
Management
Co.,Ltd.
Investments
accounted for
using equity
method
Capital
increase by
cash
Subsidiary of the
Company
123,920 391,963 32,800 197,746
(Note 1)
156,720 589,709
Hong Yuh
Assets
Management
Co., Ltd.
Lien-Hsin
steel Co.,
Ltd.
Investments
accounted for
using equity
method
Capital
increase by
cash
Subsidiary of the
Company
1,740 290,022 1,140 200,443
(Note 2)
2,880 490,465

(Note 1): Including capital increase by cash of $328,000 thousand, income and loss on investment accounted for using equity method and the share of other comprehensive income in the amount of ($74,857) thousand and accumulated earning/loss of ($55,397) thousand recognized according to shareholding percentage.

(Note 2): Including capital increase by cash of $349,331 thousand, income and loss on investment accounted for using equity method and the share of other comprehensive income in the amount of $(79,642) thousand and accumulated earning/loss of $(69,246)thousand recognized due to the failure to subscribe to new shares in proportion to its shareholding percentage.

403

TABLE 5

Yieh Phui Enterprise Co., Ltd. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2022

Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency Unit:Thousands of NT Dollars/ForeignCurrency
Real estate
disposed by
Real estate Transaction
date or
date of
the event
Acquisition
date
Carrying
value
Transaction
amount(Note2)
Status of
collection of
proceeds
Gain (loss)
on disposal
(Note1)
Counterparty Relationship
with the
seller
Reason for
disposal
Price
reference
Other
terms
Yieh Phui
Enterprise
Co., Ltd.
Lands located at Yuliao Rd.,
Qiaotou Dist. and Ding-Yen-Tien
Section in Qiaotou District. with
a total area of 7,623.38 square
and the buildings located on
Yuliao Rd., Qiaotou Dist in
Qiaotou District, with a total area
of 353.68 square meters
August 8,
2022
December
19 ,2003
~
January
31,2005
784,419 2,566,535 768,156 1,782,116 Shin Yang Steel
Co., Ltd.
Subsidiary of
the Company
Long-term
business
planning of
the Group
Evermore
Real Estate
Appraisers
Firm and
Mega Real
Estate
Appraisers
Firm
None

(Note 1): The target of the transaction is a 100%-owned subsidiary of the Company, so the disposal gain of $1,782,116 thousand will be fully written off.

(Note 2): The amount of the contract price without tax minus the necessary fee.

404

TABLE 6

Yieh Phui Enterprise Co., Ltd. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital For The Year Ended December 31, 2022

Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency
Purchaser/
**seller **
Counterparty Relationship with
the counterparty
Transaction Differences in transaction
terms compared to third
party transactions
Notes/accounts receivable (payable) Note
Purchases
(sales)
Amount Percentage of
total
purchases
(sales)

Credit term
Unitprice Credit term Balance Percentage of total
notes/accounts
receivable
(payable)
Yieh Phui
Enterprise Co.,
Ltd.
Yieh Hong Enterprise
Co., Ltd.
Related party in
substance
Purchases T/T or Sight L/C before
goods acceptance.
5,440,217
22.91%
Yieh United Steel
Corporation
An investee
accounted for using
equity method
Sales
Galvanized steel coils;
payment periods were
within one to two months.
carbon steel: payment term
is monthly, and closes in
15 days. Project is
contractuallyagreed

25,249
2.04%
Accounts receivable
385,133
1.15%
Purchases T/T or Sight L/C before
goods acceptance.
5,343
1.23%
Accounts payable
504,675
2.13%
Yieh Corporation
Limited
Related party in
substance
Sales
1-2 months
1,445,599
4.31%
Asiazone Co., Limited An investee
accounted for using
equitymethod
Sales
1-2 months
340,496
27.62%

Accounts receivable
2,478,348
7.39%
Shin Yang Steel Co.,
Ltd.
Subsidiary of the
Company
Sales 750,604
2.24%

1-2 months
32,404
2.62%

Accounts receivable
New Spring
Construction Corp.
Related party in
substance
Sales 114,385
0.34%

Pursuant to the
agreement
Shin Phui Steel
Corporation
Subsidiary of the
Company
Sales 236,611
0.71%

1-2 months
5,447
0.44%

Accounts receivable

405

Purchaser/
**seller **
Counterparty Relationship with
the counterparty
Transaction Transaction Differences in transaction
terms compared to third
party transactions
Differences in transaction
terms compared to third
party transactions
Notes/accounts receivable (payable) Notes/accounts receivable (payable) Note
Purchases
(sales)
Amount Percentage of
total
purchases
(sales)

Credit term
Unitprice Credit term Balance Percentage of total
notes/accounts
receivable
(payable)
Shin Yang Steel
Co., Ltd.
Yieh United Steel
Corporation
An investee
accounted for using
equity method
Purchases 549,804 12.54% T/T or Sight L/C before
goods acceptance.
Yieh Phui
(China)
Technomaterial
Co., Ltd.
Tianjin Lianfa
Precision Steel
Corporation
Subsidiaries Sales 366,475
(RMB 82,902)
1.14% 1-4 months 158,103
(RMB 35,855)
31.29% Accounts
receivable
Asiazone Co.,
Limited
An investee of the
Parent Company
under equity
method.
Sales 229,815
(USD 8,033)
0.74% 1-2 months 12,505
(USD 407)
2.47% Accounts
receivable
Yieh Hsing
Enterprise Co.,
Ltd.
Yieh United
Steel
Corporation
An investee
accounted for
using equity
method
Purchases 3,507,318 67.95% T/T or Sight L/C before
goods acceptance.
59 0.05% Accounts
payable
Asiazone Co.,
Limited
An investee of the
Parent Company
under equity
method.
Purchases 110,729 2.15% Payment 120 days after B/L
date

(Note 1): For the year ended December 31, 2022. The amount of associated companies entrusted the Company to sell stainless steel coils to the European Union amounted to $251,194 thousand, and the purchase amount of the aforementioned transaction was $245,682 thousand, The Company recognizes income on a net basis for the transaction, and the above disclosed purchase amount does not include the purchase of commissioned sales.

(Note 2):Transactions between the aforesaid subsidiaries and the parent company are eliminated.

406

TABLE 7

Yieh Phui Enterprise Co., Ltd.

Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital For The Year Ended December 31, 2022

Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency Unit: Thousands of NT Dollars/Foreign Currency
**Creditor ** Counterparty Relationship with the
counterparty
Ending balance Turnover rate Overdue receivables Amount collected
subsequent to the end
of the reporting period
(Note 2)
Allowance for
doubtful
accounts
Amount Action
**taken **
Yieh Phui
Enterprise Co., Ltd.
Asiazone Co.,
Limited
Affiliated enterprises 340,496 11.25 162,387
Kuo Chang Enterprise Co.,
Ltd
Subsidiaries 145,000 (Note 1)
United Brightening
Development Corp.
Subsidiaries 325,000 (Note 1)
Shin Yang Steel Co., Ltd. Subsidiaries 1,801,941 (Note 2) 1,123
Yieh Phui (Hong
Kong) Holdings
Limited
Yieh Phui (China)
Technomaterial Co., Ltd.
Subsidiaries 3,167,520
(RMB 290,238)
(USD 61,470)
(Note 1)
Yieh Phui (China)
Technomaterial
Co., Ltd.
Tianjin Lianfa Precision Steel
Corporation

Subsidiaries
220,470
(RMB50,000)
(Note 1)
158,103
(RMB 35,855)

1.81
RMB 4,741

(Note 1): These are accounts receivable financing, on which the calculation of turnover doesn’t apply.

(Note 2): These are other receivable, on which the calculation of turnover doesn’t apply. (Note 3): Amounts received as of March 9, 2023.

407

TABLE 8

Yieh Phui Enterprise Co., Ltd. Information on Investees For The Year Ended December 31, 2022

Unit: Thousands of NT Dollar/ Foreign Currency

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as the period-end Shares held as the period-end Shares held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Yieh Phui
Enterprise
Co., Ltd.
Yieh Phui (Hong Kong) Holdings
Limited
Hong Kong Investment 7,455,887
7,455,887

233,500

100.00%

9,256,089

(850,249)
(850,250)
Eliter International Corp. Kaohsiung City Construction of
buildings
3,030,403
2,833,595

303,290

30.23%

2,759,689

(138,492)
(42,837)
Yieh Hsing Enterprise Co., Ltd. Kaohsiung City Wire rods trading 2,261,296
2,261,296

304,654

57.41%

626,158

(694,654)
(387,955)
Tangeng Iron Works Co., Ltd. Kaohsiung City Steel trading 1,453,572
1,453,572

39,553

11.30%

1,323,778

(224,948)
(25,421)
E-Da Development Corp. Kaohsiung City Leisure development 2,096,196
2,096,196

209,619

28.44%

891,318

(416,509)
(118,465)
United Brightening Development
Corp.
Kaohsiung City Technical consultation
for steel products
manufacturing
1,887,263
1,815,593

158,060

95.56%

1,696,410

(65,503)
(62,597)
Shin Yang Steel Co., Ltd. Kaohsiung City Steel products related
business
870,000
870,000

98,220

100.00%

238,963

983,194

981,580
Yieh Mau Corp. Kaohsiung City Trading &
manufacturing
422,605
422,605

61,925

23.00%

795,650

254,422

97,444
Kuo Chang Enterprise Co., Ltd. Kaohsiung City Wholesale of hardware 1,385,973
1,356,261

110,341

99.04%

1,256,257

(38,633)
(38,262)
Asiazone Co., Limited Hong Kong Steel trading 595,424
595,424

15,090

32.80%

705,651

(1,979)
(649)
Shin Phui Steel Corporation Kaohsiung City Trading of steel products 214,236
214,236

23,917

100.00%

264,436

3,370

4,411
Sin Bang Investment &
Development Co.,Ltd.
Kaohsiung City Investment 263,709
263,709

19,103

100.00%

242,281

(4,971)
(4,971)

408

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as theperiod-end Shares held as theperiod-end Shares held as theperiod-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Yieh Phui
Enterprise
Co., Ltd.
EMMT Systems Corporation Taichung City Manufacturing and
marketing of military
specification printed
circuit boards
310,349
310,348

53,724

78.51%

805,359

233,994

183,710
Good Honor Holdings Ltd. British Virgin
Islands
Investment 14,723
14,723

46

100.00%

4,214

12

12
Gen-Wan Technology Corp. Kaohsiung City Telecommunication 148,611
148,610

4,900

86.99%

71,091

17,280

15,032
Cheng Shin Security Co., Ltd. Kaohsiung City Security 14,000
14,000

1,400

35.00%

7,621

96

34
E-Da Bus Transportation Co.,
Ltd.

Kaohsiung City
Bus transportation 70,259
60,007

1,845

17.09%

2,941

(49,030)
(8,377)
E-DA Tour Bus Co., Ltd. Kaohsiung City Bus transportation 20,900
20,900

1,349

19.00%

10,660

(8,776)
(1,667)
Worthing Honor Holdings Ltd. British Virgin
Islands
Investment 6,672
6,672

100

100.00%

2,846

10

9
E United Japan Co., Ltd. Japan Steel trading 8,027
8,027

-
47.00%
3,929

291

137
Skylark Hot Spring & Resort
Corp.

Kaohsiung City
Hotel industry 11,700
11,700

1,170

14.63%

-
(1,248) -
E-Da Entertainment Co., Ltd. Kaohsiung City Entertainment industry 74,100
74,100

7,410

19.00%

55,549

(1,230)
(234)
Li Hui Development Co., Ltd. Kaohsiung City Investment 321,216
321,216

69,681

44.56%

298,202

34,034

(2,541)
(Note 1)
Ji Chang Enterprise Co., Ltd. Kaohsiung City Investment 5,050
5,050

1,042

45.00%

4,546

466

(99)
(Note 1)
Yieh United Steel Corporation Kaohsiung City Steel products related
businesses
5,023,625
5,023,625

676,661

25.82%

3,858,815

(414,634)
(156,431) (Note 1)
Hong Yuh Assets Management
Co., Ltd.
Kaohsiung City Management service 1,535,200
1,207,200

156,720

80.00%

589,709

(87,679)
(70,143)
E-Da Visual Effects Company
Limited.
Kaohsiung City Entertainment industry 27,543
27,543

3,185

49.00%

-
(8,962) (207)

409

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as the period-end Shares held as the period-end Shares held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Yieh Phui
Enterprise
~~C~~o., Ltd.
Lian So(H.K) Co., Limited Hong Kong Investment 507,342
507,342

16,560

80.00%

261,779

(62,771)
(50,217)
E-Da Health Biotechnology Co.,
Ltd.

Kaohsiung City
Manufacturer of food
additives
- 3,800
-
- - (12) (2)
Yieh Phui America Inc. U.S. Trading of steel
products
292
292

1

100.00%

132,682

11,317

11,317
Great Emperor Hotel Co., Ltd. Kaohsiung City Hotel industry 3,265,100
3,007,600

317,000

60.15%

2,708,506

(407,912)
(243,390)
Kings Garden International Co.,
Ltd.

Kaohsiung City
Leasing, sales, and
development of
residential and
commercial buildings,
department stores
2,657,400
2,657,400

258,000

54.89%

2,306,161

(270,909)
(148,712)
Xinzhan Engineering and
Management Consulting Co.,
Ltd.
Kaohsiung City Computer equipment
management and
information technology
consulting
3,200
-
320
32.00%

1,436

(5,513)
(1,764)
Total 35,961,873
35,068,529
31,182,726
(2,216,128)
(921,505)
Shin Phui
Steel
Corporation
Groupco Technology Inc. Taichung City RADIO 37,492
37,492

3,830

42.53%

3,807

(346)
(147)
Yieh United Steel
Corporation
Kaohsiung City Steel products related
businesses
24,562
24,562

3,178

0.12%

18,110

(414,634)
(735) (Note 1)
Great Emperor Hotel Co., Ltd. Kaohsiung City Hotel industry 515
515

50

0.01%

427

(407,912)
(39)
Kings Garden International Co.,
Ltd.
Kaohsiung City Leasing, sales, and
development of
residential and
commercial buildings,
department stores
515
515

50

0.01%

447

(270,909)
(29)
Gen-Wan
Technology
Corp.
EMMT Systems
Corporation
Taichung City Manufacturing and
marketing of
military specification
printed circuit boards
27,630
27,630

5,118

7.48%

76,719

233,994

17,500
EMMT
Systems
Corporation
Groupco Technology Inc. Taichung City RADIO 45,000
45,000

4,500

49.97%

4,474

(346)
(173)
Applied Wireless Identifications
Group,Inc.
San Francisco, US RFID 242,545
242,545

40,488

88.69%

338,057

61,818

55,014
UniPattern Corporation Kaohsiung City Manufacturing of
computer andperipherals
54,960
54,960

5,200

43.33%

68,858

15,591

533

410

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as theperiod-end Shares held as theperiod-end Shares held as theperiod-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Applied
Wireless
Identifications
Group,Inc.
AWID Asia Co., Ltd. Kaohsiung City Telecommunications
equipment
wholesale
- 69,454
-
- - (3,074) (3,074)
Shin Yang
Steel Co., Ltd.
Yieh United Steel
Corporation
Kaohsiung City Steel products related
businesses
17,385
17,385

2,195

0.08%

12,510

(414,634)
(507) (Note 1)
Xinzhan Engineering and
Management Consulting Co.,
Ltd.
Kaohsiung City Manpower dispatching
industry
500
-
50
5.00%

224

(5,513)
(276)
Sin Bang
Investment &
Development
Co.,Ltd.
Tangeng Iron Works Co., Ltd. Kaohsiung City Steel trading 265,482
265,482

7,224

2.07%

241,776

(224,948)
(4,643)
Kuo Chang
Enterprise Co.,
Ltd.

Yieh United Steel
Corporation
Kaohsiung City Steel products related
businesses
439,197
439,197

56,817

2.17%

323,824

(414,634)
(13,135) (Note 1)
Eliter International Corp. Kaohsiung City Construction of buildings 256,709 241,748
25,053

2.50%

228,036

(138,492)
(3,438)
Tangeng Iron Works Co.,
Ltd.
Kaohsiung City Steel trading 786,714
786,714

21,328

6.09%

1,012,185

(224,948)
(13,708)
United
Brightening
Development
Corp.
Chao Ying Investment
Development Co., Ltd.
Kaohsiung City Investment 341,992
341,992

30,400

100.00%

298,424

(6,262)
(6,262)
Yieh United Steel
Corporation
Kaohsiung City Steel products related
businesses
449,508
449,508

58,151

2.22%

331,426

(414,634)
(13,443)
(Note 1)
Tangeng Iron Works Co., Ltd. Kaohsiung City Steel trading 1,177,838
1,177,838

32,050

9.16%

1,500,949

(224,948)
(20,599)
Eliter International Corp. Kaohsiung City Construction of buildings 368,542
363,755

34,292

3.42%

312,127

(138,492)
(3,496)

411

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as theperiod-end held as theperiod-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022

December 31,
2021

Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Chao Ying
Investment
Development
Co.,Ltd.
Tangeng Iron Works Co., Ltd. Kaohsiung City Steel trading 336,957
336,957

8,898

2.54%

297,802

(224,948)
(5,719)
Hong Yuh
Assets
Management
Co., Ltd.
Lien-Hsin Steel Co., Ltd. Indonesia Metal manufacturing
industry
891,697
542,365

2,880

61.74%

490,465

(132,882)
(73,751)
Prepayment of stock
subscription- Lien-Hsin Steel
Co.,Ltd.
Indonesia Metal manufacturing
industry
55,440
55,440

-
- 55,440
-
-
Lien-Sheng Steel Co., Ltd. Indonesia Metal manufacturing
industry
1,633
1,633

0.05

10.00%

190

(292)
(29)
Lien-Hung Mining Co., Ltd. Indonesia Nickle mining 100,303
100,303

3,787

19.00%

77,285

157,355

23,666
Prepayment of stock
subscription - Lien-Hung
MiningCo.,Ltd.
Indonesia Nickle mining 7,367
7,367

-
- 7,367
-
-
-
Lien-Heng Mining Co., Ltd. Indonesia Nickle mining 9,371
9,371

381

75.00%

(38,591)
4,949
3,712
Prepayment of stock
subscription - Lien Heng
MiningCo.,Ltd.
Indonesia Nickle mining 69,365
69,365

-
- 69,365
-
-
Asiamax Mining Indonesia Indonesia Nickle mining 89,386
89,386

55

100.00%

39,199

(9,825)
(9,825)
Lian So (H.K)
Co., Limited
Lien-Sheng Steel Co., Ltd. Indonesia Metal manufacturing
industry
13,820
12,456

0.45

90.00%

1,711

(292)
(263)
Lian Yang (Hong Kong)
TradingLimited
Hong Kong Trading business 3,071
2,768

100

100.00%

14,269

9

9
Lien-Hsin Steel Co., Ltd. Indonesia Metal manufacturing
industry
548,174
494,088

1,785

38.26%

303,986

(132,882)
(58,509)
Lien-Hsin
Steel Co., Ltd.
Lien-Hung Mining Co., Ltd. Indonesia Nickle mining 410,207
410,207

16,142

81.00%

317,527

157,355

100,895
Prepayment of stock
subscription - Lien-Hung
Mining Co.,Ltd.
Indonesia Nickle mining 72,393
72,393

-
- 72,393
-
-
Lien-Heng Mining Co., Ltd. Indonesia Nickle mining 18,586
18,586

127

25.00%

(12,864)
4,949
1,237

412

**Investor ** Investee **Location ** Mainbusiness activities Initial investment amount Initial investment amount Shares held as the period-end Shares held as the period-end Shares held as the period-end Net Income
(Loss) of the
Investee
Share of
Profit/Loss
of Investee
Note
December 31,
2022
December 31,
2021
Shares (in
thousands)
Percentage of
Ownership
Carrying
Value
Yieh Hsing
Enterprise Co.,
Ltd.

Great Emperor Hotel Co., Ltd.
Kaohsiung City Hotel industry 2,099,500
2,099,500

209,950

39.84%

1,793,851

(407,912)
(164,483)
Kings Garden International
Co., Ltd.
Kaohsiung City Leasing, sales, and
development of residential
and commercial buildings,
department stores
2,119,500
2,119,500

211,950

45.10%

1,894,538

(270,909)
(122,168)
United Winner Metals L.P Virginia, US Scrap steel recycling 107,149
107,334

-
33.75%
108,171

13,842

4,672
Cheng Shin Security Co., Ltd. Kaohsiung City Security 4,000
4,000

400

10.00%

2,178

96

10
Eliter International Corp. Kaohsiung City Construction of buildings 748,895
704,450

74,427

7.42%

677,439

(138,492)
(10,215)
E-Da Development Corp. Kaohsiung City Leisure development 437,915
437,915

43,791

5.94%

187,724

(416,509)
(24,748)
Yieh United Steel
Corporation
Kaohsiung City Steel products related
business
20,204
20,204

2,542

0.10%

14,491

(414,634)
(588) (Note 1)
E-Da Health Biotechnology
Co., Ltd.
Kaohsiung City Manufacturer of food
additives
- 3,800
-
- - (12) -
Xinzhan Engineering and
Management Consulting Co.,
Ltd.
Kaohsiung City Manpower dispatching
industry
800
-
80
8.00%

359

(5,513)
(441)
Kings Garden
International
Co., Ltd.
Hua Li International Co., Ltd. Kaohsiung City Daily necessities, cosmetics
wholesaler
110,000
60,000

11,000

100.00%

46,397

(32,336)
(32,336)
E-Mau Development Co., Ltd. Kaohsiung City Department stores,
amusement parks, and hotel
industry
27,520
27,520

2,752

12.80%

27,408

(344)
(44)
Great Emperor
Hotel Co., Ltd.

E-Mau Development Co., Ltd.
Kaohsiung City Department stores,
amusement parks, and hotel
industry
27,520 27,520
2,752

12.80%

27,408

(344)
(44)

(Note 1): Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation, investment gain/loss is accounted for using the

treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.

413

TABLE 9

Yieh Phui Enterprise Co., Ltd. Information on Investment in Mainland China For The Year Ended December 31, 2022

Unit: Thousands of NT Dollar/ Foreign Currency

Name of Investee in
Mainland China
Main business
activities
Main business
activities
Total Amount
of
Paid-in Capital
Investment
method
(Note 1)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2022
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2022
Investment Flows Investment Flows Accumulated
Outflow of
Investment
from
Taiwan as of
December 31,
2022
Accumulated
Outflow of
Investment
from
Taiwan as of
December 31,
2022
Net Income
(Loss) of
the
Investee
Ownership
held by
the
Company
(direct or
indirect)
(%)
Share of
Profit/Loss
(Note 2)
Share of
Profit/Loss
(Note 2)
Carrying
Amount
as of
December 31,
2022

Accumulated
Inward
Remittance of
Earnings as of
December 31,
2022
Outflow Inflow
Investor
Yieh Phui
Enterprise
Co., Ltd.
Yieh Phui (China)
Techno material Co., Ltd.
Manufacturing and
marketing of pickled,
cold rolled,
galvanized and
pre-painted steel coils
7,253,702
(USD 236,200)
(Note 6)
(2) a 7,170,785
(USD 233,500)
7,170,785
(USD 233,500)
(861,539) 100% (861,539)
(2) 2
9,296,274
Changshou ChangHuei
Trading Co.
Trading of steel
products
44,094
(RMB 10,000)
(2) a
(Note 4)
532 100% 532
(2) 3
47,837
Tianjin Lianfa Precision
Steel Corporation
Manufacturing and
marketing of special
high grade alloy
414,585
(USD 13,500)
(2) a
(Note 5)
(53,606) 100% (53,606)
(2) 2
(186,261)
Investee in
Mainland China
Accumulated Investment in Mainland
China
as of December 31, 2022
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
Investor
Yieh Phui Enterprise Co., Ltd. Yieh Phui (China) Technomaterial Co., Ltd. 7,170,785 (USD 233,500) 7,253,702 (USD 236,200) 18,949,721

(Note 1): Investment methods are classified into the following three categories.

(1) Directly invest in a company in Mainland China.

(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.

a. Yieh Phui (Hong Kong) Holdings Limited

(3) Others

414

(Note 2): Investment gain or loss recognized in the current period:

  - (1) Please specify if it is in the preparation stage without any investment gains or losses generated.

  - (2) Recognition basis of investment profit or loss is categorized into three types, which shall be identified.

     1. Financial statements audited and certified by the international CPA firms that cooperates with ROC CPA firms.

     2. Financial statements reviewed, or audited and certified by the CPA firm of the parent company in Taiwan.

     3. Others
  • (Note 3): The figures in the Table shall be expressed in New Taiwan Dollars. Carrying amount at the end of the period is converted using the exchange rate on the reporting date (USD:NTD 1: 30.71; RMB: NTD 1: 4.4094). Investment gain or loss recognized in the current period is converted using the average exchange rate in from January 1 to December 31, 2022 (USD: NTD 1: 29.7181; RMB: NTD 1: 4.4204).

  • (Note 4): Yieh Phui (China) Technomaterial Co., Ltd. invests in Changshou ChangHuei Trading Co. with equity funds of RMB 10 million. As of December 31, 2022, accumulated investment amounted to RMB 10 million.

  • (Note 5): The Company originally holds 100% of Tianjin Lianfa Precision Steel Corporation Beneficiary (paid-in capital equals USD 13,500 thousand) through its holding in Hsing Jui Investments

    • Limited. It transferred its ownership to Yieh Phui (China) Technomaterial Co., Ltd. at RMB 20,000 thousand in July 2015. The said proceed, net of tax, of RMB 19,990 thousand (equivalent to USD 3,213 thousand) has been transferred back to the Company’s account in Taiwan.
  • (Note 6): Yieh Phui (China) Technomaterial Co., Ltd. recapitalized its retained earnings of USD 2,700 thousand in April 2016.

  • (Note 7): AWID Changshou Co., Ltd.. was liquidated in June 2021, AWID Sanghai Co., Ltd.. was liquidated in July 2020, Investment in Changshu Chief Leading Edge Construction Materials Co., Ltd. was completely sold in February 2013. Investment amount and earnings were received. Investment in Jiangsu J & Y Engineering Co., Ltd. was liquidated in 2012. Thus:

    • (1) Accumulated investment of NT$ 529,431 thousand by investees in China that were disposed of.

    • (2) Investment gains received from China investees that were disposed: NT$ 69,518 thousand.

  • (2) Significant transactions between the Company and investees in Mainland China during January 1 and December 31, 2022, directly or indirectly through the third area are as follows:

  • Significant transactions between the Company and investees in China: Table 6 attached ~ Table 7 attached in Note 13.

  • Financing between the Company and investees in China: Table 1 attached in Note 13.

  • Endorsement and guarantee provided by the Company for investees in China: Table 2 attached in Note 13.

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TABLE 10

Yieh Phui Enterprise Co., Ltd. Information of Major Shareholders December 31, 2022

Name of major shareholder Number of shares Percentage of ownership (%)
Yieh United Steel Corporation 317,210,602
15.97%
Weiqiao Investment Development Co., Ltd. 216,005,528
10.88%
  • Note: The information of major shareholders is based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (included treasury shares) by the Company as of December 31, 2022. The share capital in financial report may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

14. SEGMENTINFORMATION

Information regarding business segments has been disclosed in the consolidated financial statements. Therefore, the Company does not disclose such information in the standalone financial statements.

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Company seal: Yieh Phui Enterprise Co., Ltd.

Company representative: I-Shou Lin

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