YIEH PHUI ENTERPRISE CO., LTD.

2023 Shareholders' Meeting

Time: 9:30 AM, June 21 2023

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

Attendants The shares present with shareholders showing in person and proxy are 1,369,932,768 shares (including 112,622,581 shares represented by electronic voting) equivalent to 69.33%% of the total shares issued 1,975,864,994 shares( those without voting rights are zero),. The quorum for holding the meeting has been met.

Director attendance

Vice Chairman

Mr. Wu, Lin-Maw

Independent Director

Mr. Yang Der-Yuan

Independent Director

Mr .Chang, Wen-Yi

Independent Director

Mr. Lee, Chung-Wei

Audit Committee

Mr. Yang Der-Yuan

Audit Committee

Mr. Chang, Wen-Yi

Audit Committee

Mr. Lee, Chung-Wei

Remuneration Committee

Mr. Yang Der-Yuan

Remuneration Committee

Mr. Chang, Wen-Yi

Remuneration Committee

Mr. Lee, Chung-Wei

General Manager

Mr. Chang, Cheng-Wu

Vice President-Marketing & Sales

Mr. Yang, Shih-Chi

Accounting Officer,

Mr. Tien, Wen Chung

Attorney

Mr. Lin, Ching-Yun

CPA

Mr. Hsieh Yen-Yao

Chairperson Mr. Wu, Lin-Maw

Minute taker Huang, Shu-Hui

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

have reach the quorum.

  1. Chairperson RemarkThe chairman could not be present and had asked the general manager to

preside the stockholders' meeting instead (the following is omitted).

  1. Company Report
  1. The report of the operation of 2022. (refer to p.4 of the program)
  2. The Auditing Committee audits the final financial statement of 2022 (Please refer to p.29 of the Program )
  3. The report on the remuneration of the emplyees and directors for 2022. (Please refer to p.30 of the Program)
  4. The report on the cash dividend as bonus of stockholders of 2022. (Please refer to p. 30 of the Program)
  5. The report on the execution of the share buyback. (Please refer to p. 31 of the Program)

Proceedings:

Shareholder's question:(Sharehold No.125928 Name: Securities and Futures Investors Protection Center.)

Regarding the decrease in the company's net profit after tax in the 111th fiscal year compared to the 110th fiscal year by approximately 4.39 billion yuan, it is observed that the average remuneration paid to each director in the consolidated financial statements for the 111th fiscal year has increased compared to the 110th fiscal year. Additionally, the average director's remuneration paid is also higher than the average for the entire listed metalworking industry. In light of this situation, the company would like to provide a specific explanation for the reasons behind these changes and their reasonableness.

Accounting Officer reply:

The payment of director remuneration in our company is in compliance with the provisions stated in our company's Corporate Charter and has been approved through the review of the Remuneration Committee and the Board of Directors. The ratio of director remuneration in both the 2022 and 2021 was 0.05%, which is lower than the company's annual profit (i.e., before deducting the benefits of distributing to employees and directors) of 0.1%.

According to the regulations set by the regulatory authorities for reporting director remuneration, it is primarily categorized into two parts: dedicated remuneration and concurrent remuneration.

In the 2022, the average remuneration for each dedicated director in our company increased compared to the 2021. This increase is mainly due to the fact that in the 2021, the salary and bonus of the Vice Chairman were classified under concurrent employee remuneration (as the Vice Chairman was concurrently serving as the General Manager in the 2021). However, in the 2022, they were classified under dedicated director remuneration, resulting in an increase of 471 thousand yuan in the average dedicated director remuneration amount in the 2022 compared to the 2021.

IV. Matters for Approval

Proposal 1 Proposed by the board of directors

BriefApprove the final financial statements for 2022

Explain 1.The 2022 operating report, the individual entity report and consolidated financial statement. Please refer to p.4~28 of the program.

  1. The individual entity report and the consolidated financial statement have been done and audited by accounts Huang, Ling-Wen and Tsai, Shu-Man of Crowe Horwath (TW)CPAs.
  2. The above financial statements and operating report has been audited by the Auditing Committee.
  3. To be approved.

Resolution: approve.

(The total voting rights represented at the shareholders' meeting are 1,369,932,768 shares. The number of shares in favor is 1,357,236,032, accounting for 99.07% of the total voting rights. The number of shares against is 511,237, and there are no invalid votes. The number of abstentions/untouched votes is 12,185,499 shares.)

There were no shareholder questions or remarks in this case Proposal 2 Proposed by the board of directors

Brief Approve the distribution of retained earnings for 2022

Explain Yieh Phui plans to distribute earnings of 2022 as the table below:

Yieh Phui Enterprise Co., Ltd

Earnings Distribution Table

2022

Unit:NT$

Item

Amount

Unallocated Earnings in the beginning of year

2,633,385,349

Add

Remeasurement on defined benefit plans

152,541,814

recognized in retained earnings

Less

Changes in associates and joint ventures

(1,803,410)

accounted for using equity method

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

(592,759,498)

Unallocated earnings, end of year

2,857,058,295

Resolution: approve.

The total voting rights represented at the shareholders' meeting are 1,369,932,768 shares. The number of shares in favor is1,357,970,717, accounting for 99.12% of the total voting rights. The number of shares against is 887,169, and there are no invalid votes. The number of abstentions/untouched votes is 11,074,882 shares.

There were no shareholder questions or remarks in this case

V. Matters for Discussion

Proposal 1Proposed by the Board of Directors

BriefProposal on modifying "Corporate Charter ".

Explain1. According to the company's business needs, it is planned to increase the business item IG03010 energy technology service industry.

  1. In accordance with business needs and legal requirements, our company plans to revise Articles 2, 18, 18-1, and 36 of the Corporate Charter
  2. The modified and comparison table of the"Corporate Charter" before the changes Please

refer to p.33~35 & p36~40 of the program Resolutionapprove.

The total voting rights represented at the shareholders' meeting are 1,369,932,768 shares. The number of shares in favor is1,358,194,219, accounting for 99.14% of the total voting rights. The number of shares against is 622,005, and there are no invalid votes. The number of abstentions/untouched votes is 11,116,544 shares.

There were no shareholder questions or remarks in this case.

VI. Extempore Motions : None

VII. Adjournment 2023/06/21 A.M.10:16.

1. The report of 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 profit after tax is NT$0.522 billion, comparing with the previous year of net profit after tax NT$5.220 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 4.393billion.

1.The Performance of Business Plan

Consolidated Information of Financial Statements

Unit NT$ in (000)

Year

2022

2021

Changes

Changes%

Item

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

9,144,085

10,901,153

-1,757,068

-16.12%

Profit(Loss)

Operaiton Expenses

6,839,551

5,867,685

971,866

16.56%

Operaiton Net

2,304,534

5,033,468

-2,728,934

-54.22%

Profit(Loss)

Non-operation Revenue

-1,261,669

1,282,880

-2,544,549

-198.35%

and Expenses

Net Profit (Loss) before

1,042,865

6,316,348

-5,273,483

-83.49%

Tax

Income Tax Expenses

520,760

1,095,895

-575,135

-52.48%

Net Profit (Loss) after

522,105

5,220,453

-4,698,348

-90.00%

Tax

Other Comprehensive

379,091

-165,741

544,832

-328.72%

Income (net)

Total Amount of

Comprehensive Income

901,196

5,054,712

-4,153,516

-82.17%

in this Term

Net Profit that Belongs

to the Owner of the

809,507

5,202,838

-4,393,331

-84.44%

Parent Company

Net Profit that Belongs

to the Non-controlling

-287,402

17,615

-305,017

-1731.58%

equity

Total Amount of

1,172,642

5,041,747

-3,869,105

-76.74%

Comprehensive Income

that Belongs to the

Owner of the Parent

Company

Total Amount of

Comprehensive Income

-271,446

12,965

-284,411

-2193.68%

that Belongs to the

Non-controlling equity

Financial Information of Company

Year

2022

2021

Changes

Changes

Item

%

Operaiton

33,544,528

36,785,446

-3,240,918

-8.81%

Revenue

Operaiton Costs

29,703,362

31,340,778

-1,637,416

-5.22%

Operaiton Gross

3,841,166

5,444,668

-1,603,502

-29.45%

Profit(Loss)

Operaiton

2,017,685

1,825,686

191,999

10.52%

Expenses

Operaiton Net

1,823,481

3,618,982

-1,795,501

-49.61%

Profit(Loss)

Non-operation

Revenue and

-700,839

2,680,489

-3,381,328

-126.15%

Expenses

Net Profit (Loss)

1,122,642

6,299,471

-5,176,829

-82.18%

before Tax

Income Tax

313,135

1,096,633

-783,498

-71.45%

Expenses

Net Profit (Loss)

809,507

5,202,838

-4,393,331

-84.44%

after Tax

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

3. Analysis of the Revenue/Expenditure and Profitability :

Consolidated Financial Report Information

Item

2022

2021

Net cash inflow of operation activities

1,893,901

4,088,100

(thousand dollars)

Equity/Assets (%)

35.20

34.58

Liabilities/Assets (%)

64.80

65.42

Long-term Funds accounting for the

ratio of real estates, plants and

147.94

140.18

equipments (%)

Current ratio (%)

108.58

98.02

Quick ratio (%)

59.58

41.11

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Disclaimer

Yieh Phui Enterprise Co. Ltd. published this content on 17 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 July 2023 01:22:06 UTC.