AI assistant
CPE — AGM Information 2020
Jul 10, 2020
51746_rns_2020-07-10_32a13afc-3416-4f07-991c-54ae959ccb61.pdf
AGM Information
Open in viewerOpens in your device viewer
Stock Code : 1215
==> picture [113 x 105] intentionally omitted <==
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD.
2020 Annual General Shareholders’ Meeting
Meeting Handbook
June 23, 2020
Table of Contents
| I. 2020 Annual General Shareholders’ Meeting Agenda---------------------------------------------- | 1 |
|---|---|
| II. Attachment | |
Attachment 1:2019 Business Report ------------------------------------------------------------------ |
5 |
Attachment 2:Audit Committee’s Review Report -------------------------------------------------- |
6 |
Attachment 3:2019 Parent Company Only Financial Statements and Report of Independent |
|
| Accountants----------------------------------------------------------------------------- | 7 |
Attachment 4:2019 Consolidated Financial Statements and Report of Independent |
|
| Accountants ----------------------------------------------------------------------------- | 15 |
Attachment 5:Table of 2019 Distribution of Surplus Earnings------------------------------------ |
25 |
| III. Appendix | |
| Rules of Procedure for Shareholders Meetings ---------------------------------------------------------- | 26 |
| Articles of Incorporation------------------------------------------------------------------------------------ | 28 |
| Current Shareholding of All Directors -------------------------------------------------------------------- | 33 |
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD.
2020 Annual General Shareholders’ Meeting
Agenda
-
I. Time
:10:00 a.m., Tuesday, June 23, 2020 -
II. Place
:Conference Room at Nantou plant of the Company -
No. 17, Gongye E. Rd., Nangang Industrial Park, Nantou City, Nantou County, Taiwan
III. Meeting Procedures
-
Call the Meeting to Order
-
Chairman Takes Chair
-
Chairman Remarks
4. Management Reports
-
(1) 2019 Business Report
-
(2) Audit Committee’s Review Report on the 2019 Financial Statements and Records
-
(3) Report of Distribution of 2019 Employees’ Compensation.
-
(4) Report of Distribution of 2019 Cash Dividends
5. Proposals
-
(1) Adoption of the 2019 Business Report and Financial Statements
-
(2) Adoption of the Proposal for 2019 Distribution of Surplus Earnings
-
Questions and Motions
-
Meeting Adjournment
~ 1 ~
Management Reports
-
1.2019 Business Report (Please refer to page 5, Attachment 1)
-
Audit Committee’s Review Report on the 2019 Financial Statements and Records (Please refer to page 6, Attachment 2)
-
Report of Distribution of 2019 Employees’ Compensation
-
(1) In accordance with Article 29-1 of the Company’s Articles of Incorporation, employees’ compensation shall be distributed at least 1% of profits of the current year.
-
(2) The 2019 employees’ compensation is NT$17,643,400 which was approved by the meeting of the Board of Directors on May 5, 2020, and totally distributed in cash.
-
Report of Distribution of 2019 Cash Dividends
-
(1) In accordance with Article 29 of the Company’s Articles of Incorporation, when the distributable dividends is paid in cash, the proposal shall be resolved by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors of the Company, and reported to the annual general shareholders’ meeting.
-
(2) The 2019 Cash Dividends is at NT$ 4 per share, amounting to NT$ 1,071,963,992 in total which was resolved by the meeting of the Board of Directors on May 5, 2020. The cash dividend distribution will be rounded down to the nearest NT dollar and the sum of the cash dividend with a value less than NT$1 will be recognized as the Company’s other income.
-
(3) If the proposed profit distribution rate is affected by the number of outstanding shares due to a buyback of shares or other reasons, the Chairman is authorized to adjust the changes.
~ 2 ~
Proposals
Item 1 Proposal: Adoption of the 2019 Business Report and Financial Statements.
Proposed by the Board
Explanation :
-
CPE’s 2019 Financial Statements, including the Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, were audited by independent auditors. Such Financial Statements together with Business Report had been resolved by the Board of Directors and reviewed by the Audit Committee.
-
The aforementioned report and statements are attached hereto as page 5~24, Attachments 1, 3 and 4. Please ratify.
Resolution :
Item 2
Proposed by the Board
Proposal: Adoption of the Proposal for 2019 Distribution of Surplus Earnings.
Explanation :
- Table of 2019 Distribution of Surplus Earnings was prepared in accordance with Article 29 of the Company’s Articles of Incorporation, and had been resolved by the Board of Directors and reviewed by the Audit Committee. The aforementioned Table is attached hereto as page 25, Attachments 5. Please ratify.
Resolution :
~ 3 ~
Questions and Motions
Meeting Adjournment
~ 4 ~
Attachment 1
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD.
2019 Business Report
1. Operating Principles
For a long time, we have been dedicated to the agriculture, livestock, and food core business. We aggressively established a business model to integrate upper, middle, and lower stream of the industry, including feed manufacturing, livestock breeding, electric slaughtering, fresh frozen meat, meat processing food, egg products, etc. In addition, implementing our marketing strategies of brands enhancement, intensive physical e-commerce channels, procurement and R&D strategies, and also the most rigorous quality control operation, we insist on a fully control of quality and completed traceability from raw material supply chain management, processing, warehousing to products delivering in order to ensure the food safety. Our consistent business philosophy is to provide consumers with high-quality meat which is safe, hygienic, convenient, healthy, and highly qualified with reasonable price.
2. Implementation Overview
The vertically integrated business model and the resources integration constructed for a long time have demonstrated significant competitive advantages and benefits for quality control and production cost reduction. With the efforts of the management team and all colleagues, 2019 EPS of NT$5.46 hit a record high since the Company’s stock was listed on the Taiwan Stock Exchange.
3. Operating Performance
According to the Company's 2019 Parent Company Only Financial Statements, the operating revenue was NT$20,173,520 thousands, the operating profit was NT$1,423,849 thousands, the profit before income tax was NT$1,741,224 thousands, and the earnings per share before income tax was NT$6.50.
4. Budget Implementation
In accordance with the “Regulations Governing the Publication of Financial Forecast of Public Companies”, the Company does not have to prepare financial forecasts to the public in 2019. However, the overall business performance is generally in line with the company's internal operating plan.
5. Profitability Analysis (Based on the Company's 2019 Parent Company Only Financial Statements)
| Return on total assets | 9.74% |
|---|---|
| Return on owners’ Equity | 19.71% |
| Ratio ofprofit before income tax topaid-in capital | 64.97% |
| Profit margin | 7.26% |
| Earnings Per Share | NT$5.46 |
6. Research and Development
-
(1) Develop forming meat technology for providing more diversified and higher quality chicken nugget products to meet consumers’ versatile needs.
-
(2) Targeting the needs and trends for high-protein diets of the current health and fitness population, we developed many flavored chicken breast salad products and sold in all channels successfully.
Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 5 ~
Attachment 2
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD.
Audit Committee’s Review Report
The Board of Directors has submitted the Company’s Business Report, Financial Statements and Proposal for Distribution of Surplus Earnings for the year 2019 to Audit Committee. The CPA firm of PricewaterhouseCoopers, Taiwan had audited the Financial Statements and issued the Audit Report. The aforementioned Business Report, Financial Statements and Proposal for Distribution of Surplus Earnings had been reviewed by the Audit Committee and deemed that it is complied with the Company Act, related laws and regulations. In accordance with the Article 14-4 of the Securities and Exchange Act and the Article 219 of the Company Act, we hereby submit the report.
To:
The 2020 Annual General Shareholders’ Meeting of the Company
Convener of Audit Committee: Li, Yen Sung Date: May 5, 2020
~ 6 ~
Attachment 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Charoen Pokphand Enterprise (Taiwan) Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Charoen Pokphand Enterprise (Taiwan) Co., Ltd. as at December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of Charoen Pokphand Enterprise (Taiwan) Co., Ltd. as at December 31, 2019 and 2018, and its financial performance and its 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 generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Charoen Pokphand Enterprise (Taiwan) Co., Ltd. in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 judgement, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only 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 parent company only financial statements of the current period are stated as follows:
Evaluation of net realisable value of inventories
Description
Refer to Note 4(10) for accounting policies adopted for the valuation of inventories, Note 5(2) for uncertainty of accounting estimates and assumptions of valuation of inventories, and Note 6(3) for details of inventories. As at December 31, 2019, the carrying amount of inventories and allowance for inventory valuation losses amounted to NT$1,498,813 thousand and NT$60,000 thousand, respectively.
The main activities of the Company are the manufacturing and sales of animal feeds, fresh and processed meat products. As the market prices are affected by changes in macro-economic environment, there is a higher risk of inventory valuation losses. In addition, the evaluation of net realisable value of inventories is subject to management’s judgement, and considering that feeds, fresh and processed meat products comprise most of the Company’s inventories which is significant to the financial statements, the evaluation of net realisable value of inventories was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Based on our understanding of the Company’s operations and related industry, assessed the reasonableness of related policies and procedures applied to the net realisable value of inventories and ascertained the consistent application.
-
Obtained statements of net realisable value of inventories as at balance sheet date, validated source data of merchandise prices and recalculated the provision for inventory valuation losses in order to confirm consistent application of respective procedures and policies.
~ 7 ~
Measurement of biological assets
Description
Refer to Note 4(12) for accounting policies adopted for biological assets, Note 5(2) for uncertainty of accounting estimates and assumptions in measuring fair value of biological assets, and Note 6(5) for details of biological assets. As at December 31, 2019, the carrying amount of biological assets amounted to NT$1,573,008 thousand.
The Company’s biological assets as mainly comprised of broiler chicken, breeder chicken, fattening swine and breeder swine, etc. Except when the fair value cannot be reliably measured, biological assets should be measured at fair value less costs to sell on initial recognition and at the end of each reporting period. As the market prices of fresh, processed meat, livestock and poultry are affected by animal epidemic and market demand in Taiwan, biological assets with active market prices have a higher risk of fluctuations in fair value. Since the amount of biological assets is significant to the financial statements and the methods adopted in measuring each category of biological assets, market prices applied and items accounted for as costs to sell are all subject to management’s judgement and with high uncertainty, the measurement of biological assets was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Based on our understanding of the Company’s operations and related industry, assessed the reasonableness of related policies and procedures applied in measuring biological assets, and ascertained the consistent application.
-
As at the balance sheet date, ascertained that all the active market prices information are available and reliable for biological assets measured at fair value less costs to sell. Also, validated source data of active market prices and the reasonableness of the major components of costs to sell.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing Charoen Pokphand Enterprise (Taiwan) Co., Ltd.’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 Charoen Pokphand Enterprise (Taiwan) Co., Ltd. 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 Charoen Pokphand Enterprise (Taiwan) Co., Ltd.’s financial reporting process.
Auditor’s responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 ROC GAAS 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 parent company only financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only 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.
-
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 Charoen Pokphand Enterprise (Taiwan) Co., Ltd.’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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
~ 8 ~
significant doubt on Charoen Pokphand Enterprise (Taiwan) Co., Ltd.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Charoen Pokphand Enterprise (Taiwan) Co., Ltd. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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 ethical requirements regarding independence, and to communicate with them all relationships 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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.
==> picture [482 x 111] intentionally omitted <==
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
~ 9 ~
CHAROEN POKPHAND ENTERPRISE(TAIWAN) CO., LTD PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| December 31, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| Assets | AMOUNT | % | AMOUNT | % | ||
| Current assets | ||||||
| Cash and cash equivalents | $ | 86,377 | - | $ | 55,303 | 1 |
| Notes receivable, net | 301,121 | 2 | 331,198 | 2 | ||
| Accounts receivable, net | 1,712,470 | 10 | 1,616,029 | 11 | ||
| Accounts receivable - related parties | 26,496 | - | 34,908 | - | ||
| Other receivables | 7,136 | - | 20,201 | - | ||
| Inventories, net | 1,438,813 | 9 | 1,039,107 | 7 | ||
| Biological assets - current | 1,186,865 | 7 | 1,121,389 | 8 | ||
| Prepayments | 263,304 | 2 | 539,758 | 4 | ||
| Other current assets | 7,700 | - | 7,450 | - | ||
| Total current assets | 5,030,282 | 30 | 4,765,343 | 33 | ||
| Non-current assets | ||||||
| Investments accounted for under | ||||||
| equity method | 3,059,156 | 18 | 2,296,811 | 16 | ||
| Property, plant and equipment | 7,752,623 | 46 | 6,988,772 | 48 | ||
| Right-of-use assets | 341,526 | 2 | - | - | ||
| Intangible assets | 592 | - | 1,564 | - | ||
| Biological assets - non-current | 386,143 | 2 | 347,199 | 2 | ||
| Deferred income tax assets | 67,664 | 1 | 55,861 | - | ||
| Other non-current assets | 89,304 | 1 | 103,751 | 1 | ||
| Total non-current assets | 11,697,008 | 70 | 9,793,958 | 67 | ||
| Total assets | $ | 16,727,290 | 100 | $ | 14,559,301 | 100 |
(Continued)
~ 10 ~
CHAROEN POKPHAND ENTERPRISE(TAIWAN) CO., LTD PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| Liabilities andEquity Current liabilities Short-term borrowings Short-term notes and bills payable Notes payable Notes payable - related parties Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current income tax liabilities Current lease liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings Deferred income tax liabilities Non-current lease liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of parent Share capital Share capital - common stock Capital surplus Capital surplus Retained earnings Legal reserve Unappropriated retained earnings Other equity interest Other equity interest Total equity Significant contingent liabilities and unrecognised contract commitments Total liabilities and equity |
December 31, 2019 AMOUNT % $ 2,070,000 12 978,659 6 455,941 3 820 - 641,396 4 15,378 - 656,693 4 22,750 - 161,634 1 19,952 - 580,000 4 5,603,223 34 2,730,000 16 21,087 - 308,246 2 142,402 1 3,201,735 19 8,804,958 53 2,679,910 16 2,137 - 733,781 4 2,907,219 17 1,599,285 10 7,922,332 47 $ 16,727,290 100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|
| AMOUNT $ 2,070,000 978,659 455,941 820 641,396 15,378 656,693 22,750 161,634 19,952 580,000 5,603,223 2,730,000 21,087 308,246 142,402 3,201,735 8,804,958 2,679,910 2,137 733,781 2,907,219 1,599,285 7,922,332 $ 16,727,290 |
AMOUNT $ 2,563,784 619,270 355,439 1,974 660,006 12,625 547,619 21,430 196,470 - 584,013 5,562,630 1,880,000 18,314 - 166,381 2,064,695 7,627,325 2,679,910 1,652 638,708 2,341,559 1,270,147 6,931,976 $ 14,559,301 |
% | |
| 18 4 2 - 5 - 4 - 1 - 4 |
|||
| 38 | |||
| 13 - - 1 |
|||
| 14 | |||
| 52 | |||
| 19 - 4 16 9 |
|||
| 48 | |||
| 100 |
The accompanying notes are an integral part of these parent company only financial statements. Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 11 ~
CHAROEN POKPHAND ENTERPRISE(TAIWAN) CO., LTD PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Year | ended | December | 31 | ||||
|---|---|---|---|---|---|---|---|
| 2019 | 2018 | ||||||
| Items | AMOUNT | % | AMOUNT | % | |||
| Operating revenue | $ | 20,173,520 | 100 | $ | 18,170,438 | 100 | |
| Operating costs | ( | 17,352,813)( | 86) | ( | 15,711,283)( | 86) | |
| Net operating margin | 2,820,707 | 14 | 2,459,155 | 14 | |||
| Operating expenses | |||||||
| Selling and marketing expenses | ( | 883,445) ( | 4) | ( | 805,048) ( | 4) | |
| General and administrative expenses | ( | 501,022) ( | 3) | ( | 491,898) ( | 3) | |
| Expected credit impairment gain (loss) | 20 | - | ( | 94) | - | ||
| Total operating expenses | ( | 1,384,447)( | 7) | ( | 1,297,040)( | 7) | |
| Other income and expense, net | ( | 12,411) | - | 7,253 | - | ||
| Operating profit | 1,423,849 | 7 | 1,169,368 | 7 | |||
| Non-operating income and expenses | |||||||
| Other income | 7,129 | - | 4,063 | - | |||
| Other gains and losses | ( | 18,919) | - | 27,129 | - | ||
| Finance costs | ( | 74,605) ( | 1) | ( | 59,884) | - | |
| Share of profit of associates and joint | |||||||
| ventures accounted for using equity | |||||||
| method, net | 403,770 | 2 | 86,479 | - | |||
| Total non-operating income and | |||||||
| expenses | 317,375 | 1 | 57,787 | - | |||
| Profit before income tax | 1,741,224 | 8 | 1,227,155 | 7 | |||
| Income tax expense | ( | 277,298)( | 1) | ( | 276,428)( | 2) | |
| Profit for the year | $ | 1,463,926 | 7 | $ | 950,727 | 5 | |
| Other comprehensive income | |||||||
| Components of other comprehensive | |||||||
| income that will not be reclassified to | |||||||
| profit or loss | |||||||
| Other comprehensive income, before tax, | |||||||
| actuarial gains on defined benefit plans | $ | 2,561 | - | $ | 7,357 | - | |
| Share of other comprehensive income of | |||||||
| associates and joint ventures accounted | |||||||
| for using equity method, components of | |||||||
| other comprehensive income that will not | |||||||
| be reclassified to profit or loss | 372,541 | 2 | 55,215 | 1 | |||
| Income tax related to components of other | |||||||
| comprehensive income that will not be | |||||||
| reclassified to profit or loss | ( | 512) | - | ( | 5,212) | - | |
| Other comprehensive income that | |||||||
| will not be reclassified to profit or loss | 374,590 | 2 | 57,360 | 1 | |||
| Components of other comprehensive | |||||||
| income that will be reclassified to profit or | |||||||
| loss | |||||||
| Currency translation differences of | |||||||
| foreign operations | ( | 44,672) | - | 49,857 | - | ||
| Other comprehensive (loss) income | |||||||
| that will be reclassified to profit or | |||||||
| loss | ( | 44,672) | - | 49,857 | - | ||
| Other comprehensive income for the year | $ | 329,918 | 2 | $ | 107,217 | 1 | |
| Total comprehensive income for the year | $ | 1,793,844 | 9 | $ | 1,057,944 | 6 | |
| Earnings per share (in dollars) | |||||||
| Basic earnings per share | $ | 5.46 | $ | 3.55 | |||
| Diluted earnings per share | $ | 5.46 | $ | 3.54 |
The accompanying notes are an integral part of these parent company only financial statements. Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 12 ~
CHAROEN POKPHAND ENTERPRISE(TAIWAN) CO., LTD PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)
| 2018 Balance at January 1, 2018 Effect of retrospective application and restatement Balance at January 1 after adjustments Profit for the year Other comprehensive income (loss) Total comprehensive income Appropriations of 2017 earnings Legal reserve Cash dividends to shareholders Capital surplus - dividends not received by shareholders Balance at December 31, 2018 2019 Balance at January 1, 2019 Profit for the year Other comprehensive income (loss) Total comprehensive income (loss) Appropriations of 2018 earnings Legal reserve Cash dividends to shareholders Capital surplus - dividends not received by shareholders Balance at December 31, 2019 |
Share capital - commonstock |
Capitalsurplus | Retained | Earnings | Earnings | Other EquityInterest | Other EquityInterest | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated retained earnings |
Financial statements translation differences of foreignoperations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
Unrealised gain or loss on available-for-sale financialassets |
||||||||||
| $ 2,679,910 - 2,679,910 - - - - - - $ 2,679,910 $ 2,679,910 - - - - - - $ 2,679,910 |
$ 1,145 - 1,145 - - - - - 507 $ 1,652 $ 1,652 - - - - - 485 $ 2,137 |
$ 495,401 - 495,401 - - - 143,307 - - $ 638,708 $ 638,708 - - - 95,073 - - $ 733,781 |
$ 2,335,867 - 2,335,867 950,727 2,245 952,972 ( 143,307 ( 803,973 - $ 2,341,559 $ 2,341,559 1,463,926 780 1,464,706 ( 95,073 ( 803,973 - $ 2,907,219 |
$ 2,335,867 - |
($ 22,617 - ( 22,617 - 49,857 49,857 ) - ) - - $ 27,240 $ 27,240 - ( 44,672 ( 44,672 ) - ) - - ($ 17,432 |
) ) ) ) ) |
$ - 1,187,792 |
$ 1,187,792 ( 1,187,792 - - - - - - - $ - $ - - - - - - - $ - |
||||||
| 2,335,867 | 1,187,792 | - | ||||||||||||
| 950,727 2,245 |
- 55,115 |
- - |
||||||||||||
| 952,972 | 55,115 | - | ||||||||||||
| - - - |
- - - |
|||||||||||||
| $ 1,242,907 | $ - | |||||||||||||
| $ 1,242,907 | $ - | |||||||||||||
| - 373,810 |
- - |
|||||||||||||
| 373,810 | - | |||||||||||||
| - - - |
- - - |
|||||||||||||
| $ 2,907,219 | $ 1,616,717 | $ - |
The accompanying notes are an integral part of these parent company only financial statements. Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 13 ~
CHAROEN POKPHAND ENTERPRISE(TAIWAN) CO., LTD PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Profit before tax | $ | 1,741,224 $ | 1,227,155 | |||
| Adjustments | ||||||
| Adjustments to reconcile profit (loss) | ||||||
| Expected credit impairment (gain) loss | ( | 20 ) | 94 | |||
| Depreciation | 587,631 | 522,508 | ||||
| Depreciation of right-of-use | 35,504 | - | ||||
| Amortization | 4,211 | 3,762 | ||||
| Interest income | ( | 255 ) ( | 193 ) | |||
| Interest expense | 74,605 | 59,884 | ||||
| Provision for loss on inventory market price decline | 45,200 | 7,200 | ||||
| Change in fair value less cost to sell of biological assets | 12,411 ( | 7,253 ) | ||||
| Share of profit or loss of associates and joint ventures | ||||||
| accounted for using equity method | ( | 403,770 ) ( | 86,479 ) | |||
| (Gain) loss on disposal of property, plant and equipment | ( | 4,241 ) | 2,054 | |||
| Gain arising from lease modifications | ( | 1 ) | - | |||
| Changes in operating assets and liabilities | ||||||
| Changes in operating assets | ||||||
| Notes receivable | 30,077 | 9,034 | ||||
| Accounts receivable | ( | 96,421 ) ( | 119,971 ) | |||
| Accounts receivable - related parties | 8,412 ( | 16,501 ) | ||||
| Other receivables | 13,065 ( | 12,165 ) | ||||
| Inventories | ( | 444,906 ) ( | 97,117 ) | |||
| Biological assets | ( | 116,831 ) ( | 158,623 ) | |||
| Prepayments | 278,542 ( | 189,151 ) | ||||
| Changes in operating liabilities | ||||||
| Notes payable | 100,502 ( | 68,656 ) | ||||
| Notes payable - related parties | ( | 1,154 ) ( | 6,625 ) | |||
| Accounts payable | ( | 18,610 ) | 153,471 | |||
| Accounts payable - related parties | 2,753 | 8,492 | ||||
| Other payables | 135,288 | 46,706 | ||||
| Other payables - related parties | 1,320 ( | 6,780 ) | ||||
| Accrued pension liabilities | ( | 18,008 ) ( | 14,319 ) | |||
| Cash inflow generated from operations | 1,966,528 | 1,256,527 | ||||
| Cash paid for income tax | ( | 321,676 ) ( | 312,150 ) | |||
| Net cash flows from operating activities | 1,644,852 | 944,377 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Acquisition of investment accounted for using the equity method | ( | 66,860 ) ( | 51,000 ) | |||
| Acquisition of property, plant and equipment | ( | 1,388,578 ) ( | 1,429,007 ) | |||
| Proceeds from disposal of property, plant and equipment | 8,172 | 24,384 | ||||
| Acquisition of intangible assets | - ( | 660 ) | ||||
| Increase in other current assets | ( | 250 ) ( | 5,450 ) | |||
| Decrease (increase) in other non-current assets | 11,208 ( | 22,425 ) | ||||
| Cash receipt of interest | 255 | 193 | ||||
| Cash receipt of dividends | 36,154 | 163,546 | ||||
| Net cash flows used in investing activities | ( | 1,399,899 ) ( | 1,320,419 ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| (Decrease) increase in short-term borrowings | ( | 493,784 ) | 327,401 | |||
| Increase in short-term notes and bills payable | 359,389 | 119,781 | ||||
| Proceeds from long-term borrowings | 4,630,000 | 2,900,000 | ||||
| Payment of long-term borrowings | ( | 3,780,000 ) ( | 2,130,000 ) | |||
| Cash payment for interest | ( | 77,117 ) ( | 59,572 ) | |||
| Cash dividends paid | ( | 803,973 ) ( | 803,973 ) | |||
| Payment of lease liability | ( | 48,879 ) | - | |||
| Capital surplus - dividends not received by shareholders | 485 | 507 | ||||
| Net cash flows (used in) from financing activities | ( | 213,879 ) | 354,144 | |||
| Net increase (decrease) in cash and cash equivalents | 31,074 ( | 21,898 ) | ||||
| Cash and cash equivalents at beginning of year | 55,303 | 77,201 | ||||
| Cash and cash equivalents at end of year | $ | 86,377 $ | 55,303 |
The accompanying notes are an integral part of these parent company only financial statements. Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 14 ~
Attachment 4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Charoen Pokphand Enterprise (Taiwan) Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Charoen Pokphand Enterprise (Taiwan) Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018, 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, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (“ROC GAAS”). Our responsibilities under those standards are further described in the Independent Accountant’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 judgement, were of most significance in our audit of the consolidated financial statements of the current period. 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 of the current period are stated as follows:
Evaluation of net realisable value of inventories
Description
Refer to Note 4(12) for accounting policies adopted for the valuation of inventories, Note 5(2) for uncertainty of accounting estimates and assumptions of valuation of inventories, and Note 6(4) for details of inventories. As at December 31, 2019, the carrying amount of inventories and allowance for inventory valuation losses amounted to NT$1,598,639 thousand and NT$61,009 thousand, respectively.
The main activities of the Group are the manufacturing and sales of animal feeds, fresh and processed meat products. As the market prices are affected by changes in macro-economic environment, there is a higher risk of inventory valuation losses. In addition, the evaluation of net realisable value of inventories is subject to management’s judgement, and considering that feeds, fresh and processed meat products comprise most of the Group’s inventories which is significant to the financial statements, the evaluation of net realisable value of inventories was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Based on our understanding of the Group’s operations and related industry, assessed the reasonableness of related policies and procedures applied to the net realisable value of inventories, and ascertained the consistent application.
-
Obtained statements of net realisable value of inventories as at balance sheet date, validated source data of merchandise prices and recalculated the provision for inventory valuation losses in order to confirm consistent application of respective procedures and policies.
~ 15 ~
Measurement of biological assets
Description
Refer to Note 4(14) for accounting policies adopted for biological assets, Note 5(2) for uncertainty of accounting estimates and assumptions in measuring fair value of biological assets, and Note 6(5) for details of biological assets. As at December 31, 2019, the carrying amount of biological assets amounted to NT$1,682,015 thousand.
The Group’s biological assets is mainly comprised of broiler chicken, breeder chicken, fattening swine and breeder swine, etc. Except when the fair value cannot be reliably measured, biological assets should be measured at fair value less costs to sell on initial recognition and at the end of each reporting period. As the market prices of fresh, processed meat, livestock and poultry are affected by animal epidemic and market demand in Taiwan, biological assets with active market prices have a higher risk of fluctuations in fair value. Since the amount of biological assets is significant to the financial statements and the methods adopted in measuring each category of biological assets, market prices applied and items accounted for as costs to sell are all subject to management’s judgement and with high uncertainty, the measurement of biological assets was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Based on our understanding of the Group’s operations and related industry, assessed the reasonableness of related policies and procedures applied in measuring biological assets, and ascertained the consistent application.
-
As at the balance sheet date, ascertained that all the active market prices information are available and reliable for biological assets measured at fair value less costs to sell. Also, validated source data of active market prices and the reasonableness of the major components of costs to sell.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Charoen Pokphand Enterprise (Taiwan) Co., Ltd. as at and for the years ended December 31, 2019 and 2018.
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 International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.
Independent accountant’s 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 a 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 ROC GAAS 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.
As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- 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 controls.
~ 16 ~
-
Obtain an understanding of internal controls 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 controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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 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 report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
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 controls that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships 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 consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
==> picture [481 x 111] intentionally omitted <==
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
~ 17 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| ASSETS Current assets Cash and cash equivalents Notes receivable, net Accounts receivable, net Accounts receivable - related parties Other receivables Other receivables - related parties Inventories, net Biological assets - current Prepayments Non-current assets or disposal groups classified as held for sale, net Other current assets Total current assets Non-current assets Non-current financial assets at fair value through other comprehensive income Property, plant and equipment, net Right-of-use assets Intangible assets Biological assets - non-current Deferred income tax assets Other non-current assets Total non-current assets Total assets |
December 31, 2019 AMOUNT % $ 873,651 5 315,760 2 1,822,619 10 - - 9,978 - - - 1,537,630 8 1,295,872 7 312,616 2 670,458 3 7,700 - 6,846,284 37 2,119,249 11 8,767,246 47 346,074 2 13,833 - 386,143 2 74,908 - 96,624 1 11,804,077 63 $ 18,650,361 100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|
| AMOUNT $ 873,651 315,760 1,822,619 - 9,978 - 1,537,630 1,295,872 312,616 670,458 7,700 6,846,284 2,119,249 8,767,246 346,074 13,833 386,143 74,908 96,624 11,804,077 $ 18,650,361 |
AMOUNT $ 134,880 359,097 1,778,373 370,720 21,072 14,155 1,294,023 1,253,446 603,932 - 7,450 5,837,148 1,782,950 7,617,265 - 15,059 347,198 64,611 125,933 9,953,016 $ 15,790,164 |
% | |
| 1 2 11 3 - - 8 8 4 - - |
|||
| 37 | |||
| 11 48 - - 2 1 1 |
|||
| 63 | |||
| 100 |
(Continued)
~ 18 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| LIABILITIES AND EQUITY Current liabilities Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current income tax liabilities Liabilities related to non-current assets or disposal groups classified as held for sale Current lease liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings Deferred income tax liabilities Non-current lease liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of parent Share capital Share capital - common stock Capital surplus Capital surplus Retained earnings Legal reserve Unappropriated retained earnings Other equity interest Other equity interest Equity attributable to owners of the parent Non-controlling interest Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after reporting period Total liabilities and equity |
December 31, 2019 AMOUNT % $ 2,343,488 13 978,659 5 473,913 3 676,744 4 5,621 - 706,865 4 22,750 - 170,531 1 457,523 2 20,817 - 593,250 3 6,450,161 35 3,096,500 16 21,499 - 310,490 2 144,717 1 3,573,206 19 10,023,367 54 2,679,910 14 2,137 - 733,781 4 2,907,219 15 1,599,285 9 7,922,332 42 704,662 4 8,626,994 46 $ 18,650,361 100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|
| AMOUNT $ 2,343,488 978,659 473,913 676,744 5,621 706,865 22,750 170,531 457,523 20,817 593,250 6,450,161 3,096,500 21,499 310,490 144,717 3,573,206 10,023,367 2,679,910 2,137 733,781 2,907,219 1,599,285 7,922,332 704,662 8,626,994 $ 18,650,361 |
AMOUNT $ 2,768,011 619,270 394,109 739,122 270,562 764,203 21,430 207,954 - - 599,764 6,384,425 1,959,750 18,314 - 170,990 2,149,054 8,533,479 2,679,910 1,652 638,708 2,341,559 1,270,147 6,931,976 324,709 7,256,685 $ 15,790,164 |
% | |
| 17 4 2 5 2 5 - 1 - - 4 |
|||
| 40 | |||
| 13 - - 1 |
|||
| 14 | |||
| 54 | |||
| 17 - 4 15 8 |
|||
| 44 | |||
| 2 | |||
| 46 | |||
| 100 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 19 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| (Expressed in thousands | of New | Taiwan dollars, except | Taiwan dollars, except | for earnings per share amounts) | for earnings per share amounts) | for earnings per share amounts) | |
|---|---|---|---|---|---|---|---|
| Year | ended December 31 | ||||||
| 2019 | 2018 | ||||||
| Items | AMOUNT | % | AMOUNT | % | |||
| Operating revenue | $ | 21,173,634 | 100 | $ | 18,947,659 | 100 | |
| Operating costs | ( | 18,151,257) | ( |
86) | ( | 16,261,511) ( | 86) |
| Net operating margin | 3,022,377 | 14 | 2,686,148 | 14 | |||
| Operating expenses | |||||||
| Selling and marketing expenses | ( | 1,002,686) | ( |
5) | ( | 900,818) ( | 4) |
| General and administrative expenses | ( | 547,961) | ( |
2) | ( | 531,840) ( | 3) |
| Expected credit impairment loss | ( | 22) | - | ( | 94) | - | |
| Total operating expenses | ( | 1,550,669) | ( |
7) | ( | 1,432,752) ( | 7) |
| Other income and expenses, net | ( | 12,411) | - | 7,253 | - | ||
| Operating profit | 1,459,297 | 7 | 1,260,649 | 7 | |||
| Non-operating income and expenses | |||||||
| Other income | 55,225 | - | 45,719 | - | |||
| Other gains and losses | 768,455 | 4 | 22,872 | - | |||
| Finance costs | ( | 79,947) | - | ( | 63,025) | - | |
| Total non-operating income and | |||||||
| expenses | 743,733 | 4 | 5,566 | - | |||
| Profit before income tax | 2,203,030 | 11 | 1,266,215 | 7 | |||
| Income tax expense | ( | 380,423) | ( |
2) | ( | 301,570) ( | 2) |
| Profit for the year from continuing | |||||||
| operations | 1,822,607 | 9 | 964,645 | 5 | |||
| Profit from discontinued operations | 776 | - | 30,415 | - | |||
| Profit for the year | $ | 1,823,383 | 9 | $ | 995,060 | 5 |
(Continued)
~ 20 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
Year ended December 31
| 2019 Items AMOUNT Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Other comprehensive income, before tax, actuarial gains on defined benefit plans $ 1,589 Unrealised gain or loss on financial assets at fair value through other comprehensive income 373,810 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss ( 318) Other comprehensive income that will not be reclassified to profit or loss 375,081 Components of other comprehensive income that will be reclassified to profit or loss Currency translation differences of foreign operations ( 46,597) Other comprehensive (loss) income that will be reclassified to profit or loss ( 46,597) Total other comprehensive income for the year $ 328,484 Total comprehensive income for the year $ 2,151,867 Profit attributable to: Owners of the parent $ 1,463,926 Non-controlling interest 359,457 $ 1,823,383 Comprehensive income attributable to: Owners of the parent $ 1,793,844 Non-controlling interest 358,023 $ 2,151,867 Earnings per share (in dollars) Basic earnings per share from continuing operations $ Basic earnings per share from discontinued operations Total basic earnings per share $ Diluted earnings per share from continuing operations $ Diluted earnings per share from discontinued operations Total diluted earnings per share $ |
2019 | 2018 % AMOUNT - $ 8,123 1 55,115 - ( 5,801) 1 57,437 - 48,121 - 48,121 1 $ 105,558 10 $ 1,100,618 7 $ 950,727 2 44,333 9 $ 995,060 8 $ 1,057,944 2 42,674 10 $ 1,100,618 5.45 $ 0.01 5.46 $ 5.45 $ 0.01 5.46 $ |
2018 | |
|---|---|---|---|---|
| % | ||||
| - 1 - |
||||
| 1 | ||||
| - | ||||
| - | ||||
| 1 | ||||
| 6 | ||||
| 5 - |
||||
| 5 | ||||
| 6 - |
||||
| 6 | ||||
| 3.47 0.08 |
||||
| $ | $ | 3.55 | ||
| $ | $ | 3.46 0.08 |
||
| $ | $ | 3.54 |
The accompanying notes are an integral part of these consolidated financial statements. Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 21 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)
| 2018 Balance at January 1, 2018 Effect of retrospective application and restatement Balance at January 1 after adjustments Profit for the year Other comprehensive income (loss) Total comprehensive income Appropriations of 2017 earnings Legal reserve Cash dividends to shareholders Capital surplus - dividends not received by shareholders Cash dividends to non-controlling interest Cash receipt from non-controlling interest of a subsidiary through capital increase in cash Balance at December 31, 2018 2019 Balance at January 1, 2019 Profit for the year Other comprehensive income (loss) Total comprehensive income (loss) Appropriations of 2018 earnings Legal reserve Cash dividends to shareholders Capital surplus - dividends not received by shareholders Cash dividends to non-controlling interest Cash receipt from non-controlling interest of a subsidiary through capital increase in cash Balance at December 31, 2019 |
Equityattributable to o | Equityattributable to o | wners of theparent | Non-controlling interest |
Total equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Capital surplus | Retain | ed | Earnings | Other EquityInte | rest | Total | |||||||||||
| Legal reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
Unrealised gain or loss on available-for-sale financial assets |
||||||||||||||
| $ 2,679,910 - 2,679,910 - - - - - - - - $ 2,679,910 $ 2,679,910 - - - - - - - - $ 2,679,910 |
$ 1,145 - 1,145 - - - - - 507 - - $ 1,652 $ 1,652 - - - - - 485 - - $ 2,137 |
$ 495,401 - 495,401 - - - 143,307 - - - - $ 638,708 $ 638,708 - - - 95,073 - - - - $ 733,781 |
$ 2,335,867 - 2,335,867 950,727 2,245 952,972 ( 143,307 ) ( 803,973 ) - - - $ 2,341,559 $ 2,341,559 1,463,926 780 1,464,706 ( 95,073 ) ( 803,973 ) - - - $ 2,907,219 |
( $ 22,617 ) - ( 22,617 ) - 49,857 49,857 - - - - - $ 27,240 $ 27,240 - ( 44,672 ) ( 44,672 ) - - - - - ( $ 17,432 ) |
$ - 1,187,792 1,187,792 - 55,115 55,115 - - - - - $ 1,242,907 $ 1,242,907 - 373,810 373,810 - - - - - $ 1,616,717 |
$ 1,187,792 ( 1,187,792 ) - - - - - - - - - $ - $ - - - - - - - - - $ - |
$ 6,677,498 - 6,677,498 950,727 107,217 1,057,944 - ( 803,973 ) 507 - - $ 6,931,976 $ 6,931,976 1,463,926 329,918 1,793,844 - ( 803,973 ) 485 - - $ 7,922,332 |
$ 280,016 - 280,016 44,333 ( 1,659 ) 42,674 - - - ( 46,981 ) 49,000 $ 324,709 $ 324,709 359,457 ( 1,434 ) 358,023 - - - ( 41,710 ) 63,640 $ 704,662 |
$ 6,957,514 - 6,957,514 995,060 105,558 1,100,618 - ( 803,973 ) 507 ( 46,981 ) 49,000 $ 7,256,685 $ 7,256,685 1,823,383 328,484 2,151,867 - ( 803,973 ) 485 ( 41,710 ) 63,640 $ 8,626,994 |
The accompanying notes are an integral part of these consolidated financial statements. Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 22 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit from continuing operations before tax Profit from discontinued operations before tax Profit before tax Adjustments Adjustments to reconcile profit (loss) Expected credit impairment loss Depreciation Depreciation of right-of-use Amortization Interest income Interest expense Dividend income Provision for loss on inventory market price decline Change in fair value less cost to sell of biological assets (Gain) loss on disposal of property, plant and equipment Gain arising from lease modifications Changes in operating assets and liabilities Changes in operating assets Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Biological assets Prepayments Changes in operating liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Accrued pension liabilities Cash inflow generated from operations Cash paid for income tax Net cash flows from operating activities |
2019 $ 2,203,030 2,216 2,205,246 22 630,539 38,109 4,509 ( 17,543 ) 80,567 ( 45,737 ) 45,910 12,411 ( 787,311 ) ( 15 ) 40,760 ( 44,268 ) 309,568 10,365 ( 3,681 ) ( 429,969 ) ( 94,854 ) 277,518 79,803 ( 30,536 ) ( 86,912 ) 215,921 1,320 ( 18,557 ) 2,393,185 ( 432,868 ) 1,960,317 |
2018 $ 1,266,215 41,635 1,307,850 94 553,688 - 4,063 ( 15,087 ) 63,304 ( 42,513 ) 7,438 ( 7,253 ) 2,411 - 19,001 ( 165,323 ) ( 176,125 ) ( 9,539 ) ( 7,472 ) ( 82,804 ) ( 200,357 ) ( 171,508 ) ( 75,533 ) 103,043 172,134 84,375 ( 6,780 ) ( 15,889) 1,341,218 ( 345,836 ) 995,382 |
|---|---|---|
(Continued)
~ 23 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in other current assets ( Acquisition of property, plant and equipment ( Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease (increase) in other non-current assets Cash receipt of interest Cash receipt of dividends Net cash flows used in investing activities ( CASH FLOWS FROM FINANCING ACTIVITIES Decrease (increase) in short-term borrowings ( Increase in short-term notes and bills payable Proceeds from long-term borrowings Payment of long-term borrowings ( Payment of lease liability ( Cash payment for interest ( Cash dividends paid ( Cash receipt from non-controlling interest of a subsidiary through capital increase establishment Cash dividends paid to non-controlling interest ( Capital surplus - dividends not received by shareholders Net cash flows from financing activities Effects of changes in foreign exchange rate ( Non-current assets held for sale - cash ( Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2019 $ 250 ) ( 1,950,446 ) ( 792,995 - ( 22,459 ( 17,407 45,737 1,072,098 ) ( 424,523 ) 359,389 5,070,000 3,933,250 ) ( 52,970 ) 82,971 ) ( 803,973 ) ( 63,640 41,710 ) ( 485 154,117 4,467 ) 299,098 ) 738,771 ( 134,880 $ 873,651 |
2018 $ 5,450 ) 1,717,391 ) 26,079 754 ) 10,767 ) 15,087 42,513 1,650,683 ) 506,628 119,781 2,940,000 2,160,000 ) - 62,754 ) 803,973 ) 49,000 46,981 ) 507 542,208 986 - 112,107 ) 246,987 $ 134,880 |
|---|---|---|
The accompanying notes are an integral part of these consolidated financial statements. Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 24 ~
Attachment 5
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD.
Table of Distribution of Surplus Earnings Year 2019
| Unit: NTD | ||
|---|---|---|
| Items | Amount | Note |
| Beginning retained earnings Add: Adjustment to 2019 retained earnings |
1,442,513,371 780,047 |
|
| Adjusted un-appropriated retained earnings Add: 2019 net profit after tax Less: 10% legal reserve |
1,443,293,418 1,463,925,438 (146,470,549) |
|
| Distributable surplus earnings | 2,760,748,307 | |
| Distributable items: Cash dividend to shareholders |
1,071,963,992 | NT$4 per share |
| Un-appropriated retained earnings after distribution | 1,688,784,315 |
Chairman: Wu Yeh, Cheng CEO: Thong Chotirat Chief Accountant: Ching Yuan, Yu
~ 25 ~
Appendix
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. Rules of Procedure for Shareholders Meetings
Approved by the General Shareholders’ Meeting on June 18, 2002
-
Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with the Rules of Procedure, except as otherwise provided by the relevant laws and regulations.
-
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in.
-
Attendance and voting at the Meeting shall be calculated based on the number of shares.
-
The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
-
If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman of the Board. When the chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, the chairman shall appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.
-
If a shareholders meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting.
-
The Company may appoint its attorneys, certified public accountants, or related persons to attend a shareholders meeting. Persons handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
-
The Company shall make an uninterrupted audio and video recording for the whole process of the Meeting. The recorded materials shall be retained for at least one year.
-
The chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
-
If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors. The chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting.
-
The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. In the event that the chairman declares the meeting adjourned in violation of the Rules of Procedure, the attending
~ 26 ~
shareholders may elect a new chairman by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
-
Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chairman.
-
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
-
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violation.
-
Except with the consent of the chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairman may terminate the speech.
-
When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the Meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
-
After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.
-
When the chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairman may announce the discussion closed and call for a vote.
-
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be announced on-site at the meeting, and a record made of the vote.
-
When a meeting is in progress, the chairman may announce a break based on time considerations.
-
Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
-
The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
-
When there is an amendment or an alternative to a proposal, the chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejection, and no further voting shall be required.
-
The chairman may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
-
The Rules of Procedure and any amendments shall be implemented after adoption by shareholders meetings.
~ 27 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. Articles of Incorporation
Approved by the General Shareholders’ Meeting on June 26, 2019
Chapter I- General Provisions
Article 1
The Company is incorporated, as a company limited by shares, under the Company Act of the Republic of China. The Company’s Chinese name is 台灣卜蜂企業股份有限公司 and its English name is CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD.
Article 2
The scope of business of the Company is as follows:
-
1 A401010 Operation of Livestock Farm 2 A401020 Animal Husbandry 3 A401040 Livestock Farming 4 C101010 Slaughter 5 C103050 Canned, Frozen, Dehydrated Food Manufacturing 6 C199030 Instant Food Manufacturing 7 C199990 Other Food Manufacturing Not Elsewhere Classified 8 C201010 Prepared Animal Feeds Manufacturing 9 F101040 Wholesale of Animal Husbandry
-
10 F101050 Wholesale of Aquatic Products 11 F102170 Wholesale of Food and Grocery 12 F103010 Wholesale of Animal Feeds 13 F201020 Retail sale of Husbandry Products 14 F201030 Retail Sale of Aquatic Products 15 F202010 Retail Sale of Animal Feeds 16 F203010 Retail Sale of Food and Grocery 17 F401010 International Trade 18 I101070 Agriculture, Forestry, Fishing and Animal Husbandry Consultancy 19 I101090 Food Consultancy 20 I103060 Management Consulting Services 21 IG01010 Biotechnology Services 22 F501060 Restaurants 23 F501990 Other Eating and Drinking Places Not Elsewhere Classified 24 ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1
The total amount of the Company’s investment in other business shall be without the restriction of forty percent (40%) of the Company’s paid-in capital.
Article 3
The Company has its head office in Taipei City. When it is necessary and with a resolution by the Board of Directors, the Company may set up branch offices and plants domestically and abroad.
Article 4
The Company may provide endorsements and guarantees to its subsidiaries or a company related to its business.
~ 28 ~
Chapter II - Shares
Article 5
The authorized capital of the Company is 3,579,000,000 New Taiwan Dollars, divided into 357,900,000 shares with a par value of ten New Taiwan Dollars (NT$10) per share. All the shares may be issued in installments with a resolution by the Board of Directors.
Article 6
The share certificates of the Company shall be affixed with the signatures or personal seals of the director representing the company, serially numbered, indicated the particulars in accordance with Article 162 of the Company Act and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.
Article 6-1
When issuing new shares, the Company may print a share certificate in respect of the full number of shares to be issued at that time, and arrange for the share certificate to be kept by a centralized securities depositary enterprise.
The Company may be exempted from printing any share certificates for the shares issued, and the company shall register the issued shares with a centralized securities depositary enterprise.
Article 7
The transfer of shares, pledge of rights, loss, succession, gift, loss of seal, amendment of seal, change of address or similar stock affairs conducted by shareholders of the Company, shall follow the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by the competent authority, unless otherwise provided in laws and securities regulations.
Article 8
(Deleted)
Article 9
The alteration in the shareholders' roster shall be suspended within sixty (60) days prior to the date of a general shareholder’s meeting, thirty (30) days prior to the date of a special shareholders’ meeting, or five (5) days prior to the target date fixed by the Company for distribution of dividends, bonuses, or other benefits.
Article 10
Shareholders shall submit the seal specimen to the Company. The Company shall verify the seal used by a shareholder for claiming dividends or written exercising rights in compliance with seal specimen kept in the Company.
Chapter III– Shareholders’ Meetings
Article 11
There are two kinds of shareholders’ meetings, the general meetings and the special meetings.
- (1) General meetings shall be convened by the Board of Directors within six (6) months after the close of each fiscal year.
(2) Special meetings shall be convened when necessary in accordance with the laws and regulations.
Article 12
Unless otherwise provided in the Company Act, the Chairman of Board of Directors shall preside at each meeting of shareholders. In case that the Chairman is on leave or absence or cannot exercise his power and authority for any cause, the Chairman of Board of Directors shall designate either the Vice Chairman or one of the directors to act on his behalf in accordance with the Company Act. The shareholders’ meeting shall be conducted in accordance with the Rules and Procedures of Shareholders’ Meeting of the Company.
Article 13
A notice to convene a general meeting of shareholders shall be given to each shareholder no later than thirty (30) days prior to the scheduled meeting date. A notice to convene a special meeting of shareholders shall be given to each shareholder no later than fifteen (15) days prior to the scheduled meeting date. The date, place of the meeting and the causes or subjects of a shareholders’ meeting to be convened shall be indicated in the individual notice to be given to shareholders.
~ 29 ~
Article 14
Unless otherwise provided in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 15
Except in the circumstances otherwise provided in laws and regulations, a shareholder shall have one voting power in respect of each share in his/her/its possession.
Article 16
If a shareholder is unable to attend a shareholders’ meeting, he/she/it may appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney form printed by the Company and stating the scope of power authorized to the proxy.
The proxies to be used for attendance at a shareholders’ meeting, unless otherwise provided in the Company Act, shall be in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies promulgated by the competent authority.
Article 17
Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the shareholders’ meeting in accordance with the Company Act.
The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least one year.
However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders' meeting involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.
Chapter IV – Directors and Managerial Personnel
Article 18
There are eight directors of the Company, who shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a director shall be three years, and a director may be eligible for re-election. The independent directors shall not be less than three in number and not less than one-fifth of the total number of directors. The election of directors is adopted by candidate nomination system. The election of independent directors and non-independent directors shall be held together, and the elected members of independent directors and non-independent directors shall be calculated separately.
The percentage of shareholdings of all directors shall be in accordance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the competent authority.
Article 19
The Board of Directors is composed of the entirety of directors, in conducting business, shall act in accordance with laws and ordinances, the Articles of Incorporation, and the resolutions adopted at the meetings of shareholders.
Article 20
The Company has a Chairman and may have a Vice Chairman; the Board of Directors shall elect a Chairman and/or a Vice Chairman from among the directors in accordance with the Company Act. The Chairman shall externally represent the Company.
Article 21
Meetings of the Board of Directors, unless otherwise provided for in the Company Act, shall be convened by the Chairman of the Board of Directors.
Unless otherwise provided for in the Company Act, or other laws and ordinances, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.
~ 30 ~
Article 22
The Chairman of Board Directors shall preside at the meetings of Board of Directors. In case that the Chairman is on leave or absence or cannot exercise his power and authority for any cause, the Chairman of Board of Directors shall designate either the Vice Chairman or one of the directors to act on his behalf in accordance with the Company Act. In case that a director cannot attend the meeting for any cause whatsoever, he/she may appoint another director to attend a meeting of the Board of Directors in his/her behalf.
In case a meeting of the Board of Directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
In the case of emergency, the meeting of the Board of Directors may be convened at any time. A notice for calling a meeting of the Board of Directors may be effected by means of written, electronic transmission or facsimile.
Article 23
The Company establishes an Audit Committee in compliance with Articles 14-4 of the Securities and Exchange Act. The Audit Committee and its independent director members shall exercise the power and authority in accordance with the provisions regarding supervisors in the Company Act, the Securities and Exchange Act, other laws and regulations.
Article 24
(Deleted)
Article 25
The Company has one Chief Executive Officer (CEO). The CEO is empowered by the Board of Directors, responsible for the business and employee recruit.
Article 26
Appointment and discharge of the CEO shall be nominated by the Chairman and be decided in accordance with the resolution of the Board of Directors.
Chapter V – Accounting
Article 27
The Company’s fiscal year is starting from January 1 until December 31 of every calendar year. The final account closing shall be conducted at end of every fiscal year.
Article 28
After the final account closing of every fiscal year, the Board of Directors, in accordance with the Company Act, shall submit the following reports and statements to a general meeting of shareholders for ratification:
-
1.Business report;
-
2.Financial statements;
-
Surplus earning distribution or loss off-setting proposals.
Article 29
The Company is in the stage of stable growth, considering the capital demand of the Company and the cash inflow that the shareholders desire, while the Company has profit as a result of the annual final accounting, shall pay all taxes and dues pursuant to laws, offset its accumulated losses, and then set aside 10% of such profits as legal reserve. Where such legal reserve amount has reached the Company’s paid-in capital, this provision shall not apply. The Company then set aside or reverse special reserve in accordance with the laws and regulations requested by the competent authority. The remaining surplus profits together with the un-appropriated retained earnings of the previous years shall be distributed as shareholders’ dividends proposed by the Board of Directors. Cash dividends shall not be less than 10% of the total distributed dividends. While the cash dividends per share is less than NT$0.1, the cash dividends shall be distributed in the form of stock dividends.
The distributable dividends and bonuses, or the legal reserve and capital reserve provided in the Paragraph 1 of Article 241 of the Company Act, in whole or in part, may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors of the Company; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. In the case of distribution in the form of new issued shares, shall be conducted by a
~ 31 ~
resolution adopted at a shareholders’ meeting.
Article 29-1
When the Company has profit of the current year, at least 1% or more shall be distributed as employees’ bonuses. In case that the Company has accumulative losses, a sufficient amount shall be reserved to offset its accumulative losses in advance.
Article 30
(Deleted)
Article 31
The remuneration for the chairman and directors is according to the individual merit for the degree of participation and contribution in the operation of the Company, in view of the standards of international and local industry, the Board of Directors is authorized to determine the aforesaid remuneration. In case that a shareholder or a director acts as a managerial officer or staff/employee of the Company, he/she shall be deemed as a general staff/employee and be paid for the salary.
Chapter VI – Supplementation
Article 32
The organizational rules and the detailed procedures of business operation of the Company shall be separately determined by the Board of Directors.
Article 33
Any matters not provided for in these Articles of Incorporation shall be governed by the Company Act.
Article 34
(Deleted)
Article 35
These Articles of Incorporation were stipulated on July 30, 1977. The first Amendment was made on August 20, 1978, the second Amendment on June 10, 1979, the third Amendment on September 30, 1980, the fourth Amendment on December 31, 1980, the fifth Amendment on March 6, 1981, the sixth Amendment on June 10, 1981, the seventh Amendment on June 30, 1981, the eighth Amendment on May 29, 1982, the ninth Amendment on March 15, 1983, the tenth Amendment on May 2, 1984, the eleventh Amendment on September 30, 1984, the twelfth Amendment on May 28, 1985, the thirteenth Amendment on November 17, 1986, the fourteenth Amendment on July 29, 1987, the fifteenth Amendment on December 8, 1987, the sixteenth Amendment on April 1, 1988, the seventeenth Amendment on September 24, 1988, the eighteenth Amendment on April 17, 1989, the nineteenth Amendment on June 11, 1990, the twentieth Amendment on May 17, 1991, the twenty-first Amendment on June 4, 1992, the twenty-second Amendment on June 8, 1993, the twenty-third Amendment on May 23, 1994, the twenty-fourth Amendment on June 13, 1995, the twenty-fifth Amendment on June 5, 1996, the twenty-sixth Amendment on May 28, 1997, the twenty-seventh Amendment on June 5, 1998, the twenty-eighth Amendment on May 26, 2000, the twenty-ninth Amendment on June 18, 2002, the thirtieth Amendment on June 14, 2005, the thirty-first Amendment on June 20, 2006, the thirty-second Amendment on June 28, 2007, the thirty-third Amendment on June 18, 2010, the thirty-fourth Amendment on June 21, 2012, the thirty-fifth Amendment on June 19, 2014, the thirty-sixth Amendment on June 17, 2015, the thirty-seventh Amendment on June 17, 2016, the thirty-eighth Amendment on June 15, 2017, the thirty-ninth Amendment on June 26, 2019. Any amendment to the Articles of Incorporation of the Company shall be in accordance with the resolution adopted at a shareholders’ meeting, and be submitted to the competent authority.
~ 32 ~
CHAROEN POKPHAND ENTERPRISE (TAIWAN) CO., LTD. Shareholding of All Directors
List of Directors
Record Date : April 25, 2020
| Position | Name | Name | Date Elected | Shareholding While Elected | Shareholding While Elected | Shareholding While Elected | Current Shareholding | Current Shareholding | Current Shareholding | Remarks |
|---|---|---|---|---|---|---|---|---|---|---|
| Type | Shares | Shareholding Ratio% |
Type | Shares | Shareholding Ratio% |
|||||
| Chairman | Wu Yeh, Cheng | Representatives of Charoen Pokphand (Taiwan) Investment Ltd. |
June 13, 2018 | Common Shares |
26,802,733 | 10.00% | Common Shares |
26,802,733 | 10.00% | |
| Director | Prasert Poongkumarn | |||||||||
| Director | Chu Hsiung, Lin | |||||||||
| Director | Thong Chotirat | |||||||||
| Director | Monchai Leelaharat | |||||||||
| Independent Director | Yen Sung, Li | June 13, 2018 | Common Shares |
0 | 0.00% | Common Shares |
0 | 0.00% | ||
| Independent Director | Chia Nan, Fang | June 13, 2018 | Common Shares |
0 | 0.00% | Common Shares |
0 | 0.00% | ||
| Independent Director | Tsu M. Ongg | June 13, 2018 | Common Shares |
0 | 0.00% | Common Shares |
0 | 0.00% | ||
| Total | 26,802,733 | 26,802,733 |
Total issued shares on June 13, 2018: 267,990,998 Shares Total issued shares on April 25, 2020: 267,990,998 Shares Note:The minimum required combined shareholding of all directors by law: 12,000,000 shares
The combined shareholding of all directors on April 25, 2020: 26,802,733 shares
CPE has established Audit Committee that minimum required combined shareholding of all supervisors by law is not applicable.
~ 33 ~