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 |
- Meeting called to order: at 9:30AM, the shares present of the stockholders and their delegates
have reach the quorum.
- Chairperson Remark:The chairman could not be present and had asked the general manager to
preside the stockholders' meeting instead (the following is omitted).
- Company Report
- The report of the operation of 2022. (refer to p.4 of the program)
- The Auditing Committee audits the final financial statement of 2022 (Please refer to p.29 of the Program )
- The report on the remuneration of the emplyees and directors for 2022. (Please refer to p.30 of the Program)
- The report on the cash dividend as bonus of stockholders of 2022. (Please refer to p. 30 of the Program)
- 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
Brief:Approve 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.
- 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.
- The above financial statements and operating report has been audited by the Auditing Committee.
- To be approved.
Resolution: approve.
(The total voting rights represented at the shareholders' meeting are 1,369,932,768 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 1:Proposed by the Board of Directors
Brief:Proposal on modifying "Corporate Charter ".
Explain:1. According to the company's business needs, it is planned to increase the business item IG03010 energy technology service industry.
- In accordance with business needs and legal requirements, our company plans to revise Articles 2, 18, 18-1, and 36 of the Corporate Charter
- The modified and comparison table of the"Corporate Charter" before the changes Please
refer to p.33~35 & p36~40 of the program Resolution:approve.
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.