YFY : 2023 AGM Meeting Handbook

YFY INC.

2023 Annual General Meeting of Shareholders

Meeting Handbook

2023/06/20

Note: This is a translation of the meeting handbook of the 2023 Annual general meeting of shareholders of YFY INC. This translation is intended for reference only and nothing else, the company hereby disclaims any and all liabilities whatsoever for the translation. The Chinese text of the handbook shall govern all and any matters related to the interpretation of the subject matter stated herein.

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Table of Contents
Meeting Agenda	3
I.	Items to Report	4
	(I) YFY's 2022 Business Report is presented for review	4
	(II) Audit Committee's Review of 2022 Financial Statements is presented for review...	4
	(III) YFY's 2022 Distribution of Cash Dividends is presented for review	4
	(IV) YFY's 2022 Distribution of Remuneration to Employees and Directors is presented
	for review	4
	(V) In coordination with the plan for the sub-subsidiary Arizon RFID Technology
	(Cayman) Co., Ltd.'s (hereinafter Arizon RFID) application for stock primary
	listing in the R.O.C., Arizon RFID's parent company YFY Global Investment
	B.V.(hereinafter YFY Global) made reports on the release of shares of Arizon
	RFID.. ........................................................................................................................ 5
	(VI) Report on YFY's amendment of "Board of Directors Meeting Procedures" is
	presented for review	5
II.	Ratifications	5
	(I) YFY's 2022 Financial Statements are presented for ratification	5
	(II) YFY's 2022 Earnings Distribution Proposal is presented for ratification	6
III. Extraordinary Motions	6
Appendixes	7
1.	Business Report	8
2.	Consolidated Balance Sheets	11
3.	Consolidated Statement of Comprehensive Income	12
4.	Consolidated Statement of Changes in Equity	15
5.	Consolidated Statements of Cash Flows	16
6.	Balance Sheet	19
7.	Statement of Comprehensive Income	20
8.Statement of Changes in Equity	22
9.	Statement of Cash Flow	23
10.2023 Statement of Earnings Distribution	25
11.CPA's Audit Report Financial Statements	26
12.Audit Committee's Review Report	34
13.The Company's report on the release of Arizon RFID 's shares	35
14.Board of Directors Meeting Procedures	36
15.Rules of Procedure for Shareholders' Meetings	43
16.Articles of Incorporation	55
17.Current Shareholding of Directors of YFY Inc	59
(For the complete Financial Report, please visit: http://mops.twse.com.tw)

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The Agenda of YFY INC. 2023 Annual General Meeting of Shareholders

Meeting Agenda

Time: June 20, 2023 (Tuesday) 9:00 A.M.

Location: 5F, No. 24, Section 1, Hangzhou South Road, Zhongzheng District, Taipei City GIS MOTC Convention Center

Method for convening: Physical Meeting Procedure:

1. Meeting Called to Order

1. Chairperson Taking Seat

1. Chairperson's Remarks IV. Items to Report

1. YFY's 2022 Business Report is presented for review.

1. Audit Committee's Review of 2022 Financial Statements are presented for review.

1. YFY's 2022 Distribution of Cash Dividends is presented for review.

(IV) YFY's 2022 Distribution of Remuneration to Employees and Directors is presented for review.

1. In coordination with the plan for the Sub-subsidiary Arizon RFID's application for stock primary listing, Arizon RFID's parent company YFY Global Investment B.V. made reports on the release of shares of the company. The report is presented for

review.

(VI) Report on YFY's amendment of "Board of Directors Meeting Procedures" is presented for review.

1. Ratifications

1. YFY's 2022 Financial Statements are presented for ratification.

1. YFY's 2022 Earnings Distribution Proposal is presented for ratification.
   VI. Extraordinary Motions VII. Meeting Adjourned

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1. Items to Report

1. YFY's 2022 Business Report is presented for review. (Proposed by the Board of Directors)

Description:1. YFY's 2022 consolidated revenue is reported at NT$79,635,878 thousand (currency is assumed to be New Taiwan Dollars (NT$) hereinafter), gross profit at NT$11,115,555 thousand, operating income at NT$1,146,900 thousand, net profit for the current year at NT$2,846,578 thousand, of which NT$2,169,510 thousand was attributed to the owners' net profit; the earnings per share was NT$1.31.

1. 1. The Business Report can be found in Appendix 1 of the Handbook (please refer to page 8 to 10).
   2. Please review.
2. Audit Committee's Review of 2022 Financial Statements is presented for review. (Proposed by the Audit Committee)

Description:1. YFY's 2022 consolidated and individual financial statements have been audited and certified by CPAs, and have been reviewed and examined by the Audit Committee along with the Business Report and Proposal for Earnings Distribution. Audit and review reports have been submitted and are attached as Appendixes 11 to 12 (please refer to page 26 to 34).

1. 2. The Audit Committee's convener is requested to read out the review reports and the reports are presented for review.

2. YFY's 2022 Distribution of Cash Dividends is presented for review. (Proposed by the Board of Directors)

Description:1. In accordance with YFY's Articles of Incorporation, cash dividends are distributed upon the resolution of the Board of Directors and reported to the shareholders' meeting. YFY has passed the resolution at the 12th meeting of the 28th Board of Directors held on March 15, 2023 to distribute 2022 cash dividends of NT$0.9 per share, and sets the ex-dividend date on July 19 2022.

2. Please review.

(IV) YFY's 2022 Distribution of Remuneration to Employees and Directors is presented for review. (Proposed by the Board of Directors)

Description:1. In accordance with YFY's Articles of Incorporation, YFY shall distribute NT$2,403,000 (currency is assumed to be New Taiwan Dollars (NT$) hereinafter) as the 2022 remuneration for employees and NT$22,000,000 for directors' compensation, which was approved at the 8th meeting of the 5th Remuneration Committee held on March 13, 2023 and resolved at the 12th board meeting of the 28th Board of Directors held on March 15, 2023.

2. Please review.

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1. In coordination with the plan for the sub-subsidiary Arizon RFID Technology (Cayman) Co., Ltd.'s (hereinafter Arizon RFID) application for stock primary listing in the R.O.C., Arizon RFID's parent company YFY Global Investment B.V.(hereinafter YFY Global) made reports on the release of shares of Arizon RFID. Please review. (Proposed by the Board of Directors)

Description:

1. In coordination with the plan for the Sub-subsidiary Arizon RFID 's application for stock primary listing, Arizon RFID's parent company YFY Global shall release shares of the Arizon RFID before listing. Because YFY decreased in directly or indirectly shareholding lower than 20 percent of the total number of issued shares of Arizon RFID, it may not proceed the original shareholders' subscription, while the shares of purchasers, prices, and release procedures shall accord with legality and legitimacy to fully protect YFY's shareholders.
2. YFY's board meeting held by the Board of Directors on August 12 , 2022 approved the plan that YFY Global released the shares of Arizon RFID for applying the primary listing. For the purpose of decreasing the amount of YFY's indirectly shareholding of Arizon RFID through YFY Global, Arizon RFID will increase capital to issue new shares and YFY Global transfers its original shares to the third party. Hereby YFY reports the said release of shares in the Shareholders' Meeting. See Appendix 13 (please refer to pages 35).
3. Please review.

(VI) Report on YFY's amendment of "Board of Directors Meeting Procedures" is presented for review. (Proposed by the Board of Directors)

Description: 1. In response to 5 August 2022 Order No. Financial Supervisory Securities Corporate 1110383263 of the Financial Supervisory Commission , the competent authorities made amendments to the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies". YFY's 11th board meeting held by the 28th Board of Directors on November 11, 2022, approved of the amendments on the Company's "Board of Directors Meeting Procedures."

1. 1. Attached in Appendix 14 are the amended "Board of Directors Meeting Procedures" and amendment chart (please refer to pages 36 to 42).
   2. Please review.
2. Ratifications

1. YFY's 2022 Financial Statements are presented for ratification. (Proposed by the Board of Directors)

Description:1. YFY's 2022 consolidated and individual financial statements have been audited by CPAs, and along with the Business Report, have been reviewed

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