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FOPCO Annual Report 2020

Aug 16, 2021

51752_rns_2021-08-16_ea080054-da9a-4760-abf8-bc49499fcb54.pdf

Annual Report

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Stock Code : 1225

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福懋油脂股份有限公司 FORMOSA OILSEED PROCESSING CO., LTD.

2020 ANNUAL REPORT

Publication Date: May 20, 2021

Website for reference: mops.twse.com.tw FORMOSAOILSEED PROCESSING CO., LTD. Website: www.fopco.com.tw

I. Spokesman: Speaker: Kuo, Chung-Yi Title: Senior Manager Telephone: (02)2507-3121 E-mail Address: [email protected] II. Acting spokesman: Speaker: Lee, Chien-Yi Title: Manager Telephone: (04)2693-3621 E-mail Address: [email protected] III. Address and telephone number of the company’s offices: Head Office: No. 453, Section 1, Shatian Road, Dadu District, Taichung City Telephone: (04)2693-3621 Taipei Office: 3F, No. 150, Section 2, Nanjing East Road, Taipei City Telephone: (02)2507-3121 IV. Stock transfer agency: Name of the agent: Department of Stock Agency, Capital Securities Corp. Address: B2, No. 97, Section 2, Dunhua South Road, Taipei City Telephone: (02)2703-5000 Website: www.capital.com.tw V. Certified public accountants (CPAs) who audited the company’s annual financial report for the most recent fiscal year: Names of the CPAs: Liao, Wan-Yi & Chen, Zhao-Mei Name of the accounting firm: Deloitte & Touche Taiwan Address: 20F, No.100, Songren Road, Xinyi District, Taipei City Telephone: (02) 2725-9988 Website: www.deloitte.com.tw VI. Any exchanges where the company’s securities are traded offshore: None. VII. Company website: www.fopco.com.tw

FORMOSA OILSEED PROCESSING CO., LTD.

2020 ANNUAL REPORT

Table of Contents

One. Letter to Shareholders ............................................................................................ 1 Two. Company Profile ................................................................................................... 5 I. Date of Incorporation/Registration .................................................................... 5 II. Company History ............................................................................................ 5 Three. Corporate Governance Report ............................................................................. 9 I. Organizational System of the Company ............................................................ 9 II. Information on the Company’s Directors, Supervisors, General Manager, Assistant General Managers, Deputy Assistant General Managers, and the Supervisors of All the Company’s Divisions and Branch Units ....................... 11 III. Remunerations Paid in the Most Recent Fiscal Year to Directors, Supervisors, General Managers and Vice General Managers. .............................................. 17 IV. Implementation of Corporate Governance ...................................................... 23 V. Information on Accountant Fees ...................................................................... 52 VI. Information on Change of Accountant............................................................ 54 VII. Disclosure of the Name and Position of the Person, and the Duration of Employment at the Accounting Firm or Its Affiliated Enterprise Where the Company’s Chairman, President, or Any Managerial Officer in Charge of Finance or Accounting Matters Has in the Most Recent Year Held a Position at the Accounting Firm That Its Certifying Accountant Works for or at an Affiliated Enterprise of Such Accounting Firm................. 57 VIII. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests by a Director, Supervisor, Managerial Officer or Shareholder with a Stake of More Than 10 Percent ................................................................ 58 IX. Information on the Relationship between the Top Ten Shareholders If They Are to Each Other a Related Party as Defined in the Statement of Financial Accounting Standards No. 6, or the Spouse or a Relative within the Second Degree of Kinship ......................................................................................... 60 X. Shares Held by the Company, Directors, Supervisors, Managers of the Company, and Businesses Controlled Directly or Indirectly by the Company of Same Reinvestment Business and Consolidated Calculation of Comprehensive Shareholding Ratio ............................................................... 62

Four. Fundraising ........................................................................................................ 63 I. Capital and Shares ............................................................................................ 63 II. Information on the Company’s Issuance of Corporate Bonds ........................... 70 III. Information on the Company’s Issuance of Preferred Shares .......................... 70 IV. Information on the Company’s Issuance of Global Depository Receipts ......... 70 V. Information on the Company’s Issuance of Employee Share Subscription Warrants .......................................................................................................... 70 VI. Information on the Company’s Issuance of New Restricted Employee Shares ........................................................................................................... 70 VII. Information on the Company’s Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies ................................................................................................... 70 VIII. Implementation of the Company's Capital Allocation Plans ......................... 70 Five. Overview of Operations ...................................................................................... 71 I. Business Content .............................................................................................. 71 II. Analysis of the Market and the Production and Marketing Situation ................ 77 III. The Number of Employees Employed for the 2 most Recent Fiscal Years, and During the Current Fiscal Year Up to the Date of Publication of the Annual Report, Their Average Years of Service, Average Age, and Education Levels Including the Percentage at Each Level............................... 89 IV. Disbursements for Environmental Protection .................................................. 90 V. Working Environment and Personnel Safety Measures .................................... 90 VI. Labor Relations.............................................................................................. 91 VII. Important Contracts ...................................................................................... 94 Six. Overview of Financial Status ................................................................................ 96 I. Condensed Balance Sheets and Statements of Comprehensive Income for the Past 5 Fiscal Years with the Name of the Certified Public Accountant and the Auditor's Opinion ................................................................................. 96 II. Financial Analyses for the Past 5 Fiscal Years..........................................................101 III. Audit Committee's Report for the Most Recent Year's Financial Statement ....105 IV. Financial Report and Financial Statement with Related Footnotes for the Most Recent Fiscal Year ................................................................................106 V. A Consolidated Financial Statement for the Parent Company and Its Subsidiaries for the Most Recent Fiscal Year, Certified by CPAs ....................184

VI. Facts Regarding the Company and Its Affiliated Enterprises Which Have Developed Difficult Financial Standing in Recent Year and the Period as of the Annual Report Date .............................................................................270 Seven. Review and Analysis of Financial Position and Financial Performance, and the Risk Concern .....................................................................................................271 I. Financial Position ............................................................................................271 II. Financial Performance ....................................................................................272 III. Cash Flow Review and Analysis ...................................................................273 IV. Effect upon Financial Operations of Any Major Capital Expenditures during the Most Recent Fiscal Year ..............................................................274 V. The Re-Investment Policy of the Current Year and Investment Plan within One Year Ahead .............................................................................................274 VI. Analysis and Assessment on Risks ................................................................275 VII. Other Important Matters ..............................................................................277 Eight. Other Items Deserving Special Mention ...........................................................278 I. Information Related to the Company’s Affiliates .............................................278 II. Private Placement of Securities Carried Out by the Company during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Printing of the Annual Report .....................................................................286 III. Holding or Disposal of Shares in this Company by the Company’s Subsidiaries during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Printing of the Annual Report ..........................286 IV. Other Matters That Require Additional Description .......................................286 V. Any of the Situations Listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, which Might Materially Affect Shareholders’ Equity or the Price of the Company’s Securities; Has Occurred during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Printing of the Annual Report ......................................286

~~One. Letter to Shareholders~~

Ladies and gentlemen, our cherished shareholders:

We welcome all of you as our honored guests to participate and engage in the regular meeting of shareholders today. On behalf of the Company, I would like to thank you for your advocation and support to our company over the past year. The Company’s managerial performance in 2020 was good. The consolidated operating income amounted to NT$508.157 million in 2020, and the consolidated profit before tax amounted to NT$563.172 million.

I hereby presents the Company’s operating results in 2020 and its business plan for the next year as follows:

I. 2020 Business Report

(I) Implementation of the business plan and budget

  1. Implementation of the business plan

Unit: NT$1,000

Title Title 2020 2019 2019 Variable% Variable%
Operating revenue 10,213,493
10,646,506

(4.01%)
Operating costs 9,143,081
9,633,963

(5.10%)
Realized operating margin 1,112,449
1,049,941

5.95%
Operating income 508,157
445,828

13.98%
Profit before tax 563,172
493,175

14.19%
2. The Company did not disclose the consolidated financial forecast for the
year of 2020; therefore, the information regarding budget implementation is
not available.
(II) Analysis of revenues, expenditures and profitability
Title 2020 2019
Financial structure (%) Debt-Asset Ratio (%) 51.48 52.87
Ratio of Long-term Capital to Fixed Assets (%) 159.19 194.90
Solvency (%) Current Ratio 144.02 180.10
Quick Ratio 99.22 123.26
Profitability (%) Return on Assets 5.71 5.98
Return on Shareholders’ Equity 11.32 10.91
Pre-tax net profit to paid-in capital ratio 25.75 22.55
Earnings Per Share 1.72 1.55

1

FOPCO

(III) R&D Status:

The Company commits to the R&D for the edible oil products, the flour products, and animal feed products. In the aspect of frying oil products, we are trying to improve the quality of palm oil for increasing its stablility for frying. In terms of flour, we provide products that show distinguishing features according to various wheat species and different places of origin to the downstream processing manufacturer’s needs for the purpose of promoting the products’ competitiveness in the market. As for animal feed products, we successively adopt adding vegetable oil and dehulled whole fat soybean powder into the new formula to lower material variation and elevate stability of feed and animal growth performance.

II. Summary of the Business Plan for 2021

(I) Estimated sales volume

Unit: ton

Unit: ton
Main products Estimated sales volume
Oil products 219,944
Raw material products 233,360
Feed products 95,386
Flour products 246,256
Total 794,946

(II) Guideline for management

1. Focusing on core business

The newly built edible oil refinery plant at Taichung harbor area invested by the Company is expected to begin formal mass production this year. In addition to continously focusing on sales of commodity related products, the Company is going to expand terminal consuming market sales in the present edible oil client group and the potential client groups, expecting to increase the market share of each niche product and the additional value of commodity processing.

  1. Implementation of food safty policy

The Company will persist in strenthening the food material safety and origin tracking mechanism. The laboratory owned by the Company is equipped with well-advanced instruments which can instantly perform the most thorough examination on incoming raw materials and outgoing products to keep the quality consistency. The newly built factory at

2

Taichung harbor area meets higher standards of the environmental safety and health in the near future, and we expect that the advanced products it produce can break into the high additional value market and stay ahead of the competition.

  1. Expanding export markets

By gathering information about feed industry and edible oil industry in the neighbor countries and analysing the condition of supplies and demands of each country, we have built the costumer bases from Japan, Korea, Vietnam, Malaysia, Hong Kong and so forth. Furthermore, we have synchronously acquired international market information from international grain commodity merchants and made quotation regularly for export customers after price analysis. Up to now, the volume and types of export products are gradually increasing, including flour, wheat bran, and soybean oil… etc.

  1. Innovation and resource integration

The Company will continue improving the corporation’s inner process. By means of making decision actively, closely following the whole market fluctuation, fast responding to the changes of terminal consuming markets, adopting more flexible strategy internally, adjusting inventory, pursuing profit growth, adopting innovative business integration strategy externally, and maintaining corporation operation continual growth, the Company spares no efforts to achieve each product expcted oprating goal this year.

III. The Company’s Future Development Strategy

The Company keeps the faith of “Making health sustainable and creating future together”. Engaging in food processing, we always put food safety into our first consideration. We monitor the process from raw materials to end-products strictly to ensure the stable quality of the edible oils and flour; therefore, we can earn costumer’s recognition and praise. By providing good quality products to customers, we are able to create high proficiency ad profit, and construct vision of sustainable health for the Company.

IV. External Competition, Legal Environment and Overall Business Environment

(I) External Competition

Under the effect of global free trade system and regional economic trends, models of import and export trade were more flexible and thus made the domestic competition become fiercer. The Company can handle the total competition from markets by seeking mutiple pathways and models, controling quality with R&D/Logistics Production team, collocating comprehensive sales channels, and strengthening orders management and customer relationship.

3

FOPCO

(II) Legal Environment

The Company discusses with legal consultants periodically or aperiodically about legal problems derived from international trade, food safety, and feed safety to renew the code of practice. In addition, the Company acts by regulations for listed companies set by the Authority to intensify corporate governance.

(III) Overall Business Environment

Under the impact of global economic change and competition, soybean has become apprently a bargaining chip between international trade. The price of soybean is tend to be interfered by external information and has a aarge amount of fluctuation. Besides, abnormal climate in grain producing areas around the world causes the uncertainty of agricultural production and affects the international grain price fluctuation. Therefore, a well managed material stock position has a significant relation to operating results.

I hereby earnestly request our shareholders’s constant support and cherishing. All the staff of the Company will spare no efforts to create the greastest interest. Wish you good health and great fortune.

Best Regards,

Chairman SHU, YI-CHEUN

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4

~~Two. Company Profile~~

I. Date of Incorporation/Registration : April 18[th] , 1986

II. Company History

  • 1991 Apr. The Company was listed on the Taiwan Stock Exchange 1991 Aug. A capital increase of 150,000,000 NTD in cash and 48,310,640 NTD by Capital Surplus Transferred to Capital. the amount of capital was changed to 520,381,580 NTD.

  • 1992 Jul. A capital increase of 21,953,590 NTD by cumulative unappropriated earnings and 31,222,900 NTD by Capital Surplus. The amount of capital was changed to 573,558,070 NTD.

  • 1992 Dec. The flour plant obtained The GMP Mark Certification. 1993 Feb. The oil plant obtained The GMP Mark Certification. 1993 Sep. The Company’s stock was permitted by the Securities Regulatory Commission and began formal public offering.

  • 1994 Mar. A capital increase of 120,000,000 NTD in cash and 30,291,040 NTD by earning. The amount of capital was changed to 723,849,110 NTD.

  • 1994 Jul. A capital increase of 34,382,830 NTD by earning. The amount of capital was changed to 758,231,940 NTD.

  • 1995 Aug. A capital increase of 150,000,000 NTD in cash, 39,911,600 NTD by earning, and 37,911,600 NTD by Capital Surplus Transferred to Capital. The amount of capital was changed to 986,055,140 NTD.

  • 1996 Jul. Promoted from second board (TIGER Board) stocks to first board stocks.

  • 1996 Aug. A capital increase of 62,861,020 NTD by earning, 59,163,310 NTD by capital surplus transffered, and 197,200,000 NTD in cash. the amount of capital was changed to 1,305,279,470 NTD.

  • 1997 Jun. The flour plant and oil plant obtained The ISO 9002 Certification. 1997 Aug. A capital increase of 174,000,000 NTD in cash, 130,527,960 NTD by capital surplus transffered and earning, and 4,079,000 by employee bonus transferred. The amount of capital was changed to 1,613,886,430 NTD.

  • 1998 Aug. A capital increase of 166,432,040 NTD by capital surplus transffered and earning. The amount of capital was changed to 1,780,318,470 NTD.

  • 1998 Sep. A capital increase of 215,100,000 NTD. The amount of capital was changed to 1,995,418,470 NTD

5

FOPCO

  • 1999 Oct. Investment Board, MOEA Approved investing via the third area. Established FORMOSA OILSEED PROCESSING (NINGBO) LTD. in the mainland China.

  • 2002 May Department of Commerce, MOEA approved the Company merging with the subsidiary company, GaoMing Investment Co Ltd. 12,754,819 of treasury shares were cancelled, which equals to 127,548,190 NTD. The amount of capital after cancellation is 1,867,870,280 NTD.

  • 2002 Aug. Certified by the ISO 9001:2000/CNS 12681 quality control system certification from Bureau of Standards, Metrology and Inspection, MOEA

  • 2004 Feb. Department of Commerce, MOEA approved that the Company cancelled stock repurchase, 9,577,000 shares which equaled to 95,770,000 NTD. The amount of capital is 1,772,100,280 NTD after the cancellation.

  • 2004 Sep. Department of Commerce, MOEA approved that the Company cancelled stock repurchase, 14,510,000 shares which equaled to 145,100,000NTD. The amount of capital is 1,627,000,280NTD after the cancellation.

  • 2007 Aug. The Company increased the amount of investment up to 420,000,000 NTD in Top Food Industry Corporation at April, 2005, March and December, 2006. Now the Company hold 55.26% of shares. Transfer the production and sales business of flour to the subsidiary

  • 2007 Oct. company-Top Food Industry Corporation. Issue the first secured convertible bonds 500,000,000 NTD

  • 2009 Dec. domestically. Department of Commerce, MOEA approved the issuance of

  • 2010 Jul. convertible bonds converting to new shares, which are 6,510,344 shares, equaled to 65,103,440 NTD. The amount of capital was 1,692,103,720 NTD.

  • A capital increase of 56,945,000 NTD by earning. The amount of

  • 2010 Sep. capital was 1,749,048,720 NTD. A capital increase of 69,961,950 NTD by earning. The amount of

  • 2011 Sep. capital was 1,819,010,670 NTD. The Company invested 25,000,000NTD into Yuan He food Co. Ltd.

  • 2011 Oct. and held its 100% shares. Department of Commerce, MOEA approved the issuance of

  • 2012 May convertible bonds converting to new shares, which are 7,633

6

  • shares, equaled to 76,330NTD. The amount of capital was 1,819,087,000 NTD.

  • 2012 Sep. A capital increase of 54,570,320 NTD by Capital Surplus Transferred to Capital. The amount of capital was 1,873,657,320NTD. Department of Commerce, MOEA approved the issuance of

  • 2012 Dec. convertible bonds converting to new shares, which are 24,193 shares, equaled to 241,930 NTD. The amount of capital was 1,873,899,250 NTD after the issuance.

  • The Company invested 25,000,000 NTD into Yuan He food Co. Ltd.

  • 2013 Mar. at March, 2013, and held its 100% shares. Department of Commerce, MOEA approved the issuance of

  • 2013 Apr. convertible bonds converting to new shares, which are 80,644 shares, equaled to 806,440 NTD. The amount of capital was 1,874,705,690 NTD after the issuance.

  • Department of Commerce, MOEA approved the issuance of

  • 2013 Sep. convertible bonds converting to new shares, which are 9,524,190 shares, equaled to 95,241,900NTD. The amount of capital was 1,969,947,590 NTD after the issuance.

  • After the oil product safety incident, MOEA cancelled the oil plant’s

  • 2013 Nov. GMP certification. The Company cancelled the ISO 9001 and ISO 22000 certification spontaneously.

  • Department of Commerce, MOEA approved the issuance of

  • 2014 Feb. convertible bonds converting to new shares, which are 124,999 shares, equaled to 1,249,990 NTD. The amount of capital was 1,971,197,580 NTD after the issuance.

  • Department of Commerce, MOEA approved the issuance of

  • 2014 Mar. convertible bonds converting to new shares, which are 4,316,652 shares, equaled to 43,166,520 NTD. The amount of capital was 2,014,364,100 NTD after the issuance.

  • Department of Commerce, MOEA approved the issuance of

  • 2014 Jun. convertible bonds converting to new shares, which are 1,233,329 shares, equaled to 12,333,290 NTD. The amount of capital was 2,026,697,390 NTD after the issuance. The Company’s oil plant regained the ISO 9001 certification.

  • 2014 Jun. Department of Commerce, MOEA approved the issuance of 2014 Aug. convertible bonds converting to new shares, which are 324,998 shares, equaled to 3,249,980 NTD. The amount of capital was 2,029,947,370 NTD after the issuance.

7

FOPCO

  • 2014 Dec. Department of Commerce, MOEA approved the issuance of convertible bonds converting to new shares, which are 8,258,321 shares, equaled to 82,583,210 NTD. The amount of capital was 2,112,530,580 NTD after the issuance.

  • 2015 Feb. Department of Commerce, MOEA approved the issuance of convertible bonds converting to new shares, which are 7,449,993 shares, equaled to 74,499,930 NTD. The amount of capital was 2,187,030,510 NTD after the issuance.

  • 2015 May The Company’s oil plant passed the ISO 22000 and HACCP certifications.

  • 2016 Feb. The Company’s oil plant passed the Islamic HALAL certification. 2016 Mar. The Company’s oil plant joined the Sustainable Roundtable on Sustainable Palm Oil (RSPO) organization.

  • 2018 Mar. The Company’s feed plant passed ISO 22000 certification. The Company’s oil plant passed the Sanitation And Safety Control Of Food Businesses certification (Secondary Food Quality Control).

  • 2018 May. The Company passed the Sustainable Roundtable on Sustainable Palm Oil (RSPO) organization certification.

8

I. Organizational System of the Company

(I) Organization Structure

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

Shareholders’Meeting
Compensation committee Board of Directors Audit Committee
Secretary Office Auditing Office
Chairman
Vice Chairman
General Manager
Corporate Social Responsibility
Committee General Manager Office
Taipei Branch Company
Division Division
Division
Oil Business Financial Division Accounting Division Managing Division Purchasing Division Quality Control/R&D Raw Material Bussiness Feed Business Division
----- End of picture text -----

FOPCO

(II) Businesses of principal divisions

Department Main Duty
Secretary Office Handling board of directors, shareholders related meetings, and
stock affairs
General Manager Office Planing managing strategies, commodity purchasing plans,
attending related guild meetings, and other assignment from the
general manager
Auditing Office Establishing and operating each internal control system,
executing audit plans, providing improving suugestions, and
analysingabnormality
Raw Material Bussiness
Division
Resiponsible for the processing and selling of single raw
materials
Oil Business Division Resiponsible for producing, selling, planing, and executing of
edible oil
Feed Business Division Resiponsible for producing, selling, planing, and executing of
feed
Quality Control/R&D
Division
Responsible for developing new products and quality control
Purchasing Division Responsible for materials purchaing and managing the safety
stock
Financial Division Responsible for planing and executing financial opreations and
capital management
Accounting Division Responsible for planing and executing accounting and tax
affairs
Managing Division Responsible for planing and executing human resource, general
affairs, public safety,and information management
Taipei Branch Company Selling edible oil, soybean meal, flour, and consumer goods

10

II. Information on the Company’s Directors, Supervisors, General Manager, Assistant General Managers, Deputy Assistant General Managers, and the Supervisors of All the Company’s Divisions and Branch Units

(I) Information on Directors and Supervisors

1. Directors and Supervisors

Unit: Share April 26[th] , 2021

Title
(Note1)
Natio
nality
or
place
of
registr
ation
Name Gender Date of
Electing
(Appointme
nt)
Term
of
Office
Date of
First Elected
(Note2)
Shareholdings on election Current share holdings Shares curre
by spouses
children of
ntly held
and/or
minor age
shares held
through
nominees
shares held
through
nominees
Principal work
experience
and academic
qualification
(Note3)

Position(s) held concurrently
in the company and/or in any
other company
Any othe
Director
is a spous
within th
kinshipo
r supervisor,
or Supervisor who
e or a relative
e second degree of
f thisperson
r supervisor,
or Supervisor who
e or a relative
e second degree of
f thisperson
Notes
(Note4
)
Number of
shares
Percentage
(%)
Number of
shares
Percentage
(%)
Number of
shares
Percenta
ge
(%)
Number
of
shares
Percent
age
(%)
Title Name Relatio
nship
Chairman ROC JIN SHENG
INVESTMENT LTD.
2019.6.27 3-year 2017.11.09 2,177,419 1.00 2,177,419 1.00
ROC Representative:
Shu Yi-Cheun
Male 1,559,865 0.71 11,071 0.01 MBA,
University of
Southern
California
Director: Fortune Electric Co.,
Ltd.
CENTRAL UNION OIL CORP.
NINGBO FORMOSA OILSEED
PROCESSING LTD.
Chairman:JUNG SHIANG
INTERNATIONAL CO., LTD.
FU YOU AN KANG CO.,LTD.
Vice
Chairman
ROC TAI SHENG OCEAN
DEVELOPMENT CO.,
LTD.
2019.6.27 3year 2013.6.25 2,798,619 1.28 2,798,619 1.28
ROC Representative:
Lin Yueh-Tin
Female 3,038,855 1.39 3,038,855 1.39 8,889,766 4.06 BS in
Accounting
Director: TOP FOOD
INDUSTRY
CORPORATIONJUNG
SHIANG INTERNATIONAL
CO.,LTD.
Director WU
MEI-
HUNG
Sister-
in-law
Director ROC TAI SHENG OCEAN
DEVELOPMENT CO.,
LTD.
2019.6.27 3year 2013.6.25 2,798,619 1.28 2,798,619 1.28
ROC Representative:
Wu Mei-Hung
Female 10,463 37,000 0.02 1,071 National Chia-
Yi Senior
Commercial
Vocational
School
Vice
Chairman

LIN,
YUEH-
TIN
Sister-
in-law
Director ROC HUAIDE INSURANCE
AGENT COMPANY
2019.6.27 3year 2019.6.27 830,000 0.38 2,059,000 0.94
ROC Representative:
Hsu Wei-Ping
Male 323,000 0.15 Simon Fraser
University
Vice General Manager: Yangde
Insurance Agency Co., Ltd.
Supervisor:
Podak Industrial Co.,Ltd.
Director ROC MORN SUN FEED
MILL CORP.
2019.6.27 3year 2016.6.28 5,740,889 2.62 5,169,889 2.36
ROC Representative:
Huang Qiang
Male 31,802 0.01 Master of
Industrial
Engineering,
UC Berkeley
General Manager:
MORN SUN FEED MILL
CORP.
Director:
TOP FOOD INDUSTRY
CORPORATION
Supervisor:
FU YOU AN KANG CO.,LTD.
Title
(Note1)
Natio
nality
or
place
of
registr
ation
Name Gender Date of
Electing
(Appointme
nt)
Term
of
Office
Date of
First Elected
(Note2)
Shareholdings on election Shareholdings on election Current shareholdings Current shareholdings Shares currently held
by spouses and/or
children of minor age
Shares currently held
by spouses and/or
children of minor age
shares held
through
nominees
shares held
through
nominees
Principal work
experience
and academic
qualification
(Note3)
Position(s) held concurrently
in the company and/or in any
other company
Any other supervisor,
Director or Supervisor who
is a spouse or a relative
within the second degree of
kinshipof thisperson
Any other supervisor,
Director or Supervisor who
is a spouse or a relative
within the second degree of
kinshipof thisperson
Any other supervisor,
Director or Supervisor who
is a spouse or a relative
within the second degree of
kinshipof thisperson
Notes
(Note4
)
Number of
shares
Percentage
(%)
Number of
shares
Percentage
(%)
Number of
shares
Percenta
ge
(%)
Number
of
shares
Percent
age
(%)
Title Name Relatio
nship
Director ROC You Wei Investment
Corp.
2019.6.27 3year 2019.6.27 2,177,419 1.00 2,177,419 1.00
ROC Representative:
Lin Wen-Peng
Male College of
Law, National
Taiwan
University
Independent
Director
ROC Chen Chong-Rui Male 2019.6.27 3year 2016.6.28 College of
Law, TungHai
University
Independent
Director
ROC Huang Shi-Hui Female 2019.6.27 3year 2019.6.27 College of
Accounting,
National
Kaohsiung
University of
Science and
Technology
Independent
Director
ROC Lu Hsin-Hwa (Note5) Male 2020.1.31 (Note5
)
2016.6.28 Master,
Normal
University
Chairman: Jingyang Media
Technology Co., Ltd.

Note1: Corporate shareholder should present name and title seperately (Representative’s name should shown if exist)

Note2: Date of first elected as a director or a supervisor. Explanation is required if discontinuance occurs.

Note3: Experience related to the current title. Disclosure of the Name and Position of the Person, and the Duration of Employment at the Accounting Firm or Its Affiliated Enterprise.

  • Note4: Where the chairman of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto:

  • (1)The chiarman Shu Yi-Chenu is the representative of JIN SHENG INVESTMENT LTD., as the same as the general manager. The Company belongs to commodity industry which needs instant decision-making. The chairman holding a concurrent position as general manager hleps instant judgement of purchases, handling of industry information, and international price, and also, makes the board understand the managerial condition fully.

  • (2)The formal measurements for the Company to strengthen supervision: 1. We have Audit Committee which can efficiently supervise the Company. 2. Over the half of the members of the Board does not hold a concurrent posistion as a employee or a manager. 3. We strengthern the operating ability of the Board by arranging our members of the Board to attand professional director cources.

Note5: Lu Hsin-Hwa was nominated as an independent director at the extraordinary general meeting on January 31[st] , 2020 (term of office: 2020.1.31-2022.6.26)

2. Principal shareholders of institutional shareholders

April 26th ,2021
Name of institutional
Shareholder(Note1)
Principal shareholders of institutional shareholders(Note2)
MORN SUN FEED MILL CORP.




Huang, Pei-Ling 7.14%、Huang Qi-Ye 6.67%、Hui De
International Co., Ltd. 5.88%、Huang, Qiang 4.68%、Ye, Xue-
Ling 3.81%、Xu-Zhuo, Feng-Jiao 3.59%、Huang, Da-You
3.45%、Huang, Yun-Hui 2.31%、Wu, Shang-Ying 2.27%、Da
Mao Dao Yuan Co.,Ltd. 2.00%
JIN SHENG INVESTMENT LTD.

Shu, Yi-Cheun 38%、Kuan, Yiao-Lan 19%、Shu, Yi-Xuan 19%、
Shu,Yi-Xin 19%
TAI SHENG OCEAN
DEVELOPMENT CO.,LTD.
Xing Tai Industrial Co., Ltd. 100%
Huaide Insurance Agent Company

Huaide Investment Co., Ltd. 18.69%、Hsu, Wen-Tung 17.38%、
Hsu-Lu,Hui-Hwa16.43%、Hsu,Wei-Ping7.86%
You Wei Investment Corp.

Shu, Yi-Cheun 38%、Kuan, Yiao-Lan 19%、Shu, Yi-Xuan 19%、
Shu,Yi-Xin 19%

Note1: For directors and supervisors acting as the representatives of institutional shareholders, this section shall indicate the names of the institutional shareholders

Note2: This section shall indicate the names of its 10 largest shareholders and the holding percentage of each. If the sharehold is an institution, fill up the following table.

Note3: For institutional shareholders not belonging to company organization, the aforementioned shareholders’ names and percentage equal to donators’ names and donating percentage.

3. Principal shareholders of the principal shareholders who are juristic persons

Corporation name(Note1) Principal shareholders of institutions(Note2)
Hui De International Co., Ltd. Huang, Da-Zhong 26.7%、Huang, Yun-Hui 8.9%、Huang, Yun-Wen
7.5%、Huang, Yun-Tian 7.5%、Huang, Xun-Gao 5%、Huang, Yu-Zhu
5%
Da Mao Dao Yuan Co.,Ltd. Luo,Ren-Fen 99.9%,Chen,You-Hao 0.01%
Xing Tai Industrial Co., Ltd. An-Ding Investment Co., Ltd. 44.43%、Mei An Biochemical
Technology Co., Ltd. 9.78%、Nong An Biotechnology Co., Ltd.
8.36%、Qin, Hui-Ru 7.32%、Ton Gan Chemical Co., Ltd. 7.03%、An
Da Investment Co., Ltd. 4.46%、Sheng Feng Investment Co., Ltd.
3.26%、An He Investment Co., Ltd. 2.35%、Wu, Xing-Cheng
1.79%、Wu,Mei-Hong0.63%
Huaide Investment Co., Ltd. Hsu-Lu,Hui-Hwa 30%、Hsu,Wen-Tung30%

Note1: For principal shareholders are institutional shareholders, this section shall indicate the names of the institutional shareholders Note2: This section shall indicate the names of its 10 largest shareholders and the holding percentage of each. If the sharehold is an institution, fill up the following table.

Note3: For institutional shareholders not belonging to company organization, the aforementioned shareholders’ names and percentage equal to donators’ names and donating percentage.

13

FOPCO

4. Information on Directors and Supervisors

April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021 April 26th,2021
Qualifications
Name
At least 5 years of experience at work and qualified professionally as follows Conform to independent statusNote1 The number
of other
public
companies
Part-time as
an
independent
director for
An instructor or
higher position in
a department of
commerce, law,
finance,
accounting, or
other academic
department related
to the business
needs of the
company in a
public or private
junior college,
college or
university
A judge, public
prosecutor, attorney,
certified public
accountant or other
professional or
technical specialist
who has passed a
national examination
and been awarded a
certificate in a
profession necessary
for the business of
the company
Have work
experience in the
areas of commerce,
law, finance, or
accounting or
otherwise necessary
for the business of
the company
1 2 3 4 5 6 7 8 9 10 11 12
Chairman JIN SHENG
INVESTMENT LTD.
rep.Shu Yi-Cheun
0
Vice
Chairman
TAI SHENG OCEAN
DEVELOPMENT CO.,
LTD. rep.Lin Yueh-Tin
0
Director TAI SHENG OCEAN
DEVELOPMENT CO.,
LTD. rep.Wu Mei-Hung
0
Director MORN SUN FEED MILL
CORP. rep.Huang Qiang
0
Director Huaide Insurance Agent
Company rep.
Hsu Wei-Ping
0
Director You Wei Investment Corp.
rep.Lin Wen-Peng
0
Independent
Director
Chen Chong-Rui 0
Independent
Director
Huang Shi-Hui 0
Independent
Director
Lu Hsin-Hwa 0

Note1: Please the corresponding boxes if the directors or supervisors have been any of the following during the two years prior to being elected or during the term of office.

(1) Not an employee of the Company or any of its affiliates.

(2) Not a director or supervisor of the company or any of its affiliates (provided, independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent are excluded)

(3) Not a natural person shareholder that holds by himself/herself or by his/her spouse or minor child or in someone else's name more than 1% of all circulating shares of the Company or is on the Top 10 shareholding list.

(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under (1) or any of the persons in (2) and (3). (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Paragraph 1 or 2, Article 27 of the Company Act (provided, independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent are excluded).

(6) Not a director, supervisor or employee of another company where a majority of the company's director seats or voting shares and those of any other company are controlled by the same person (provided, independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent are excluded).

(7) Not a director (or governor), supervisor or employee of that other company or institution where the chairperson, general manager or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses (provided, independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent are excluded).

(8) Not a director, supervisor, manager, or a shareholder holding more than 5% of shares of a specific company or institution with financial or business activities with the Company (provided, if the certain company or institutions holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company; and independent directors appointed in accordance with the Act or the laws and regulations of the local country by and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent are excluded).

(9) Not a professional individual who or an owner, partner, director, supervisor or officer of a sole proprietorship, partnership, company or institution that provides auditing services to the company or any affiliate of the company or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the compensation committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations. (10) Not having a marital relationship or a relative within the second degree of kinship to any other director of the Company.

(11) None of the conditions indicated under Article 30 of the Company Act.

(12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

14

(II) Information on the Company’s Directors, Supervisors, General Manager, Assistant General Managers, Deputy Assistant General Managers, and the Supervisors of All the Company’s Divisions and Branch Units

Unit: Share April 26[th] , 2021

Title
(Note1)
Nationa
lity
Name Gen
der
Date of
Election(Ap
pointment)
Shares held Shares held Shares held by
spouses and/or
children of minor age
Shares held by
spouses and/or
children of minor age
Shares held
through
nominees
Shares held
through
nominees
Principal work
experience and academic
qualifications (Note2)
Positions Held Concurrently in
Other Companies
Any other managerial
officer who is a spouse or
a relative withi the second
degree of kinship of this
person
Any other managerial
officer who is a spouse or
a relative withi the second
degree of kinship of this
person
Any other managerial
officer who is a spouse or
a relative withi the second
degree of kinship of this
person
Note
(Note3
)
Number
of
shares
Shareholdi
ng
ratio
Number
of
shares
Sharehol
ding
ratio
Numb
er
of
shares
Sharehol
ding
ratio
Title Name Relatio
nship
Chairman
and
General
Manager
ROC Shu
Yi-
Cheun
Male 2016.08.05 1,559,865 0.71 11,071 0.01 MBA, University of
Southern Califo rni a


Director: Fortune Electric Co.,
Ltd.CENTRAL UNION OIL
CORP.NINGBO FORMOSA
OILSEED
PROCESSING
LTD.
Chairman:JUNG
SHIANG
INTERNATIONAL
CO.,
LTD.FU YOU AN KANG
CO.,LTD.







Note3
Vice
General
Manager
ROC Chang
Chih-Pin
Male 2020.11.11 4,000 M.S. in Marketing,
National Chung Hsing
University
None
Senior
Assistant
Manager
ROC Hu
Kun-
Jui
Male 2015.04.15 Public Finance &
Taxation, Tamsui
Institute of Business
Administration
None
Senior
Assistant
Manager
ROC Chang
Chin-Yu
Male 2016.06.01 12,383 0.01 National MinShyong
Vocational High School
of Agriculture &
Industry
None
Assistant
Manager
ROC Tang
Tsung-Yin
Male 2017.05.15 M.S. in Agricultural
Chemistry, National
Taiwan University
None
Assistant
Manager
ROC Lin Fang-
Ru
Fema
le
2020.10.30 20,860 0.01 640 Business Management,
Ling Tung Junior
Colleges of Commerce
None
Assistant
Manager
ROC Hsieh
Chiang-
Ling
Male 2020.10.30 M.S. in Industrial
Managemen, National
Central University
None
Assistant
Manager
ROC Chiu Pao-
Sheng
Male 2020.10.30 B.S. in Adolescence and
Child welfare,
Providence University
None
Manager ROC Lee Chien-
Yi
Male 2020.03.27 M.S. in Finance,
Chaoyang University of
Technology
Manager
of
TOP
FOOD
INDUSTRY
CORPORATIONSupervisor
of
JUNG
SHIANG
INTERNATIONAL
CO.,
LTD.




Note1: This section should include information of Information on the Company’s General Manager, Assistant General Managers, Deputy Assistant General Managers, and the Supervisors of all the Company’s divisions and branch units. And any title equals to General Manager, Assistant General Manager, or Assistant Manager shall be revealed.

  • Note2: Experience relates to the current position If the person held a post in the firm that the CPA is affiliated with or its associated enterpris, description of the title and duty is required. Note3: If the chairman, general manager or person holding an equivalent position are the same person or are spouses, the information regarding the reasons, reasonableness, necessity and countermeasures (such as adding more seats of independent directors, with a majority of directors not concurring employees or managers) shall be disclosed.

  • (1) The chiarman SHU, YI-CHEUN is the representative of JIN SHENG INVESTMENT LTD., as the same as the general manager. The Company belongs to commodity industry which needs instant decision-making. The chairman holding a concurrent position as general manager making instant judgement of purchases, handling of industry information, and international price, and also, makes the board understand the managerial condition fully.

  • (2) The formal measurements for the Company to strengthen supervision: 1. We have Audit Committee which can efficiently supervise the Company. 2. Over the half of the members of the Board does not hold a concurrent posistion as an employee or a manager. 3. We strengthern the operating ability of the Board by arranging our members of the Board to attand professional director courses.

III. Remunerations Paid in the Most Recent Fiscal Year to Directors, Supervisors, President and Vice Presidents (I) Remuneration to the Directors and Independent Directors

Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020 Unit: NT$1,000% December 31st,2020
Title Name
(Note 1)
Remuneration of Directors After-tax earnings
ratio of the sum of
A, B, C, and D
(Note10)
Relevant remunerations received byDirectors who are also employees Percentage of total
amount of A, B, C, D,
E, F, and G to net
income after tax
(Note 10)
Claim of
remuneration
s from re-
invested
businesses
other than
subsidiaries
or the parent
company
(Note 11)
Remuneration
(A) (Note 2)
Retirement
allowance/
severance (B)
Remuneration to
Directors (C)(Note
3)
Businesses
execution
expenses (D)
(Note 4)
Salary, bonus and
special
disbursement (E)
(Note 5)
Retirement
allowance/
severance (F)
Employees’ compensation (G)
(Note 6)
This
com
pany
Companie
s in the
financial
statements
(Note 7)

This
com
pan
y

Companie
s in the
financial
statements
(Note 7)
This
compa
ny
Companie
s in the
financial
statements
(Note 7)
This
comp
any
Companie
s in the
financial
statements
(Note 7)
This
compa
ny
Companie
s in the
financial
statements
(Note 7)

This
compa
ny
Compani
es in the
financial
statement
s (Note 7)
This
comp
any
Companie
s in the
financial
statements
(Note 7)
This company Companies in
the financial
statements (Note
7)
This
company
Companie
s in the
financial
statements
(Note 7)
Curren
t value
Stock
value
Current
value
Stock
value
Chairman JIN SHENG
INVESTMENT LTD.
- - - - 1,532 1,532 - - 0.41 0.41 - - - - - - - - 0.41 0.41 None
Representative
Shu Yi-Cheun
- - - - - - 48 54 0.01 0.01 3,569 3,569 108 108 228 - 228 - 1.05 1.05 None
Chairman TAI SHENG OCEAN
DEVELOPMENT CO.,
LTD.
- - - - 1,532 1,532 - - 0.41 0.41 - - - - - - - - 0.41 0.41 None
Representative
Lin Yueh-Tin
- - - - - - 153 168 0.04 0.04 3,569 3,569 108 108 228 - 228 - 1.08 1.08 None
D irector TAI SHENG OCEAN
DEVELOPMENT CO.,
LTD.
- - - - 1,532 1,532 - - 0.41 0.41 - - - - - - - - 0.41 0.41 None

Representative
Wu Mei-Hong (*4)
- - - - - - 24 24 0.01 0.01 1,387 1,387 74 74 - - - - 0.40 0.40 None
Representative
Yeh Wen-Lung (*4)
- - - - - - 16 22 - 0.01 - - - - - - - - - 0.01 None
D irector MORN SUN FEED MILL
CORP.

-
- - - 1,532 1,532 - - 0.41 0.41 - - - - - - - - 0.41 0.41 None
Representative
Huang Qiang
- - - - - - 48 63 0.01 0.02 - - - - - - - - 0.01 0.02 None
D irector Huaide
Insurance Agent
Company

-
- - - 1,532 1,532 - - 0.41 0.41 - - - - - - - - 0.41 0.41 None
Representative
Hsu Wei-Ping
- - - - - - 48 48 0.01 0.01 - - - - - - - - 0.01 0.01 None
D irector You Wei Investment Corp. - - - - 1,532 1,532 - - 0.41 0.41 - - - - - - - - 0.41 0.41 None

Representative
Lin Wen-Peng
- - - - - - 48 48 0.01 0.01 - - - - - - - - 0.01 0.01 None
Independe
n
t
D irector


Chen Chong-Rui
480 480 - - - - 48 48 0.14 0.14 - - - - - - - - 0.14 0.14 None
Independe
n
t
D irector


Huang Shi-Hui
480 480 - - - - 48 48 0.14 0.14 - - - - - - - - 0.14 0.14 None
Independe
n
t
D irector


Lu Hsin-Hwa (*4)
440 440 - - - - 40 40 0.13 0.13 - - - - - - - - 0.13 0.13 None
1. Please specify the payment policy, system, standards and structure of the remuneration of independent directors, as well as the relevan
Company’s independent directors
are paid with only fixed monthly transportation, but no performance bonus or any remuneration for directors/supervisors.
2. Other than the disclosures in theprevious table,please specifythe remunerationspaid to the directors whoprovided services to anyco
ce between the factors, such as their responsibilities, risks, input time and the amount of paid remuneration: the
mpanyin the financial statements(such as servingas non-employee advisor)in the recentyear: None

*Disclosure of the related information on Directors (Independent Director excluded) and Independent Director:

  • *1.No retirement allowance/ severance was given in 2020. 2. The item F means withdrawal of capitalized retirement allowance/ severance in 2020. 3. Remuneration of Directors and employees is proposed figure.

  • TAI SHENG OCEAN DEVELOPMENT CO., LTD. Changed its representative: 2020.09.08 Wu, Mei-Hong resigned on2021.02.22 YEH WEN-LUNG resigned,2021.02.22 sent Wu, Mei-Hong as its representative to now.

Independent Director by-election:LU HSIN-HWA,date; 2020.01.31。

  • Note1 Names of Directors shall be listed separately (names and representatives of the institutional shareholders shall be listed separately) and Directors and Independent Directors shall be categorized separately and each amount of payment shall be disclosed on an aggregate basis. Where the Chairman concurrently serves as the General Manager or Assistant General Manager, this table and remuneration paid to General Manager and Assistant General Managers shall be completed (to disclose aggregate remuneration information with the name(s) indicated for each remuneration range), and the remuneration brackets shall be specified.

  • Note2 It indicates the remuneration paid to Directors (including Directors’ salaries, duty allowances, severance pay, various bonuses and incentives, etc.) for the most recent fiscal year. Note3 The distribution amount of remuneration to Directors approved by the Board of Directors for the most recent fiscal year shall be provided.

  • Note4 It indicates the expenses related to business executions of Directors (including travel expenses, special disbursement, allowances, accommodation, company car, and other physical items) for the most recent fiscal year. Where houses, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, expenses on fuel and other benefits shall be disclosed. In addition, where a driver is placed, please provide an explanation in the notes on the compensation paid to the driver by the company, which is not included in the remuneration. In addition, where a driver is placed, please provide an explanation in the notes on the compensation paid to the driver by the company, as it is not included in the remuneration.

  • Note5 It indicates the remuneration paid to a director who is also an employee (position held currently as General Manager, Assistant General Managers, other managerial officers or an employee) including directors’ salaries, duty allowances, severance pay, various bonuses and incentives, etc., for the most recent fiscal year. Where houses, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, expenses on fuel and other benefits shall be disclosed. In addition, where a driver is placed, please provide an explanation in the notes on the compensation paid to the driver by the company, which is not included in the remuneration. In addition, where a driver is placed, please provide an explanation in the notes on the compensation paid to the driver by the company, as it is not included in the remuneration. In addition, the salaries recognized by IFRS 2 “Share-based Payment;” including the employee stock certificates, restricted employee rights to new shares and participation in cash replenishment of shares; must be calculated as compensation.

  • Note6 It indicates the employees’ remuneration (including stocks and cash) received by a Director who is also an employee (including the position held currently as General Manager, Assistant General Managers, other managerial officer or an employee) for the most recent fiscal year, the distribution amount of employees’ remunerations approved by the Board of Directors for the most recent fiscal year shall be disclosed. If it cannot be estimated, the proposed distribution amount this year shall be calculated in proportion to the actual distribution amount last year. For employee bonus paid to managerial officers, the names and distribution shall be additionally provided.

  • Note 7: The total remunerations paid to Directors of this Company by companies in the consolidated financial statements (including this Company) shall be disclosed.

  • Note 8: The total remunerations paid to Directors by this Company, the name of a Director shall be disclosed in the corresponding remuneration range.

  • Note 9: The names of the directors must be disclosed in the attributable pay grade of the various remuneration amounts paid to the various directors by all of the companies listed in the consolidated report (including this company).

  • Note 10: After-tax earnings refer to the after-tax earnings listed in the unconsolidated or individual financial statements in the recent year.

  • Note 11: a. The amount of relevant remunerations received by a Supervisor of this Company from the invested company other than subsidiaries, or the parent company, shall be provided clearly in this column (please indicate “none” if there is no such remuneration)

  • b. Where Directors of this Company received relevant remunerations from the invested company other than subsidiaries, or the parent company, the remunerations received by Directors of this Company from the invested company other than subsidiaries shall be included in the “I” column of the remuneration range table with the field name changed to “the parent company and all reinvested companies.”

  • c. The compensation refers to relevant remunerations to the Company’s Directors including remunerations, compensation (including employees’ remunerations and remunerations to Directors and Supervisors) and business execution expenses received by a Director of this Company in the capacity of a Directors, Supervisor or Managerial Officer of the invested company or the parent company.

  • The information on the compensation disclosed in this table is different from the concept of income of the Income Tax Act. Therefore, the purpose of this Table is for information disclosure only and not for tax purposes

(III) Remunerations for the General Manager and Vice General Manager

Unit: NT$ 1000

Title Name Salaries(A)
(Note2)
Salaries(A)
(Note2)
Retirement
allowance/
severance
(B)
Retirement
allowance/
severance
(B)
Bonus and
special
expenditure(C
)
(Note 3)
Bonus and
special
expenditure(C
)
(Note 3)
Employee remunerations(D)
( Note 4)
Employee remunerations(D)
( Note 4)
Employee remunerations(D)
( Note 4)
Employee remunerations(D)
( Note 4)
After-tax earnings
ratio of the sum of
A, B, C, and D
(%)( Note 8)
After-tax earnings
ratio of the sum of
A, B, C, and D
(%)( Note 8)
Receiving
remuneratio
n from a
subsidiary
company or
parent
company
( Note9)
This
compa
ny
Compan
ies in
the
financial
statemen
ts(Note
5)

This
com
pany
Compa
nies in
the
financi
al
statem
ents(N
ote5)
This
compa
ny
Compa
nies in
the
financi
al
statem
ents(N
ote5)
This
company
Companies in the
financial
statements(Note5)
This
compan
y
Companie
s in the
financial
statements
( Note 5)
Curre
nt
value
Stoc
k
Valu
e
Curren
t value
Stock
Value
Chairma
n and
General
Manager
Shu Yi-
Chenu
2,677 2,677 108 108 892 892 228 - 228 - 1.04 1.04 None
Vice
General
Manager
Chang
Chih -Pin
1,396 1,396 86 86 633 633 109 - 109 - 0.59 0.59 None

Any title equals to General Manager or Vice General Manager shall be disclosed.

  • Note 1: Names of general managers and vice general managers shall be listed separately and individual payments made shall be disclosed through a summary. Where the Chairman concurrently serves as the General Manager or Assistant General Manager, this table and remuneration paid to Directors/Independent Directors shall be completed (to disclose aggregate remuneration information with the name(s) indicated for each remuneration range) and the remuneration brackets shall be specified.

  • Note 2: Salaries, additional pay, and severance pay for general managers and vice general managers in the latest year.

  • Note 3: Various prizes, awards, transportation, special expenditure, various allowances, dormitory, cars and other actual items provided and other compensations for general managers and vice general managers in the latest year. Where houses, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, expenses on fuel and other benefits shall be disclosed. In addition, where a driver is placed, please provide an explanation in the notes on the compensation paid to the driver by the company, which is not included in the remuneration. In addition, where a driver is placed, please provide an explanation in the notes on the compensation paid to the driver by the company, as it is not included in the remuneration. In addition, the salaries recognized by IFRS 2 “Share-based Payment;” including the employee stock certificates, restricted employee rights to new shares and participation in cash replenishment of shares; must be calculated as compensation.

  • Note 4: Employee remunerations (including stock and cash) distributed to general managers and vice general managers through the Board of Directors in the latest year (including stock and cash). If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculate proportionally. In addition, the attached Table 1-3 shall be completed.

  • Note 5: The total value of remunerations paid to general managers and vice general managers of the Company by all companies in the Consolidated Report (including the Company) shall be disclosed.

  • Note 6: For the total value of various remunerations paid to each general manager and vice general manager by the Company, disclose the name of the general manager and the vice general manager in the respective bracket.

  • Note 7: For the total value of various remunerations paid to each general manager and vice general manager of the Company by all companies (including the Company) in the Consolidated Report, disclose the name of the general manager and vice general manager in the respective bracket.

  • Note 8: After-tax earnings refer to the after-tax earnings listed in the unconsolidated or individual financial statements in the recent year.

Note 9: a. The amount of relevant remunerations received by the general managers and vice general managers of this Company from the invested company other than subsidiaries, or the parent company, shall be provided clearly in this column (please indicate “none” if there is no such remuneration)

  • b. In the event that the general managers and vice general managers of the Company claim related remunerations from reinvested businesses other than subsidiaries or the parent company, the said remunerations shall be combined in Column E of the remuneration bracket table and the name of the column shall be changed to “the parent company and all reinvested businesses.”

  • c. Remunerations are the compensation, rewards (including rewards for employees, directors and supervisors) and operational expenses, among others, claimed by general managers and vice general managers of the Company who serve as the director, supervisor or manager at a reinvested business other than the subsidiary or the parent company.

  • The information on the compensation disclosed in this table is different from the concept of income of the Income Tax Act. Therefore,

  • the purpose of this Table is for information disclosure only and not for tax purposes.

(IV) Top Five Managers Received the Highest Remuneration and their status( Note 1 )

Title Name Salar
(N
ies (A)
ote2)
Retirement
allowance/
severance(B)
Retirement
allowance/
severance(B)
Bonus a
expend
(No
nd special
iture (C)
te 3)
Employee re
( N
Employee re
( N
munerations (D)
ote 4)
munerations (D)
ote 4)
After-tax earnings ratio
B, C, and D (
of the sum of A,
)( Note6)
Claim of
remunerations from re-
invested businesses
other than subsidiaries
or the parent
company( Note 7)
This
Company
C
ompanies in th
financial
statements
( Note 5)

This
Compa
ny
Companie
s in the
financial
statements
(Note 5)
This
Company
Companie
s in the
financial
statements
(Note 5)
This Company Companies in the
financial
statements(Note 5)
This Company Companies in
the financial
statements
( Note 5)
Current
value
Stock
Value
Current
value
Stock
Value
Chairman
and
General
Manager
Shu Yi-Cheun 2,677 2,677 108 108 892 892 228 - 228 - 1.04 1.04 None
Vice
Chairman
Lin Yueh-Tin 2,677 2,677 108 108 892 892 228 - 228 - 1.04 1.04 None
Vice
General
Manager
Chang Chih-Pin 1,396 1,396 86 86 633 633 109 - 109 - 0.59 0.59 None

19

FOPCO

Senior
Assistant
Manager
Chang Chin-Yu 1,377 1,377 81 81 363 363 99 - 99 - 0.51 0.51 None
Executive
Director
(Note8)
Wu Mmi-Hung 1,387 1,387 74 74 - - - - - - 0.39 0.39 None

Note1:The so called “Top Five Managers Received the Highest Remuneration”, the managers mean the managers of the Company. As the definition of managers, we obey the rule set by the section about the “Manager” in Taiwan Caizheng Sanzi No. 0920001301 Letter Order by the Former Ministry of Finance Securities and Futures Regulatory Commission. The calculating rules of the “Top Five Managers Received the Highest Remuneration” is the sum-up of the Salaries, Retirement allowance/ severance, Bonus and special expenditure, and Employee remunerations(A+B+C+D). If any director is the aforementioned manager, this table and the table(1-1) shall be filled.

Note 2: Salaries, additional pay, and severance pay for Top Five Managers Received the Highest Remuneration in the latest year. Note 3: Various prizes, awards, transportation, special expenditure, various allowances, dormitory, cars and other actual items provided and other compensations for Top Five Managers Received the Highest Remuneration in the latest year. Where houses, cars, other means of transportation, or expenditures exclusively for individuals are offered, the nature and costs of the offered assets, the actual rent or fair market rent, expenses on fuel and other benefits shall be disclosed. In addition, where a driver is placed, please provide an explanation in the notes on the compensation paid to the driver by the company, which is not included in the remuneration. In addition, where a driver is placed, please provide an explanation in the notes on the compensation paid to the driver by the company, as it is not included in the remuneration. In addition, the salaries recognized by IFRS 2 “Share-based Payment;” including the employee stock certificates, restricted employee rights to new shares and participation in cash replenishment of shares; must be calculated as compensation.

Note 4: Employee remunerations (including stock and cash) distributed to Top Five Managers Received the Highest Remuneration through the Board of Directors in the latest year (including stock and cash). If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculate proportionally. In addition, the attached Table 1-3 shall be completed. Note 5:The total value of remunerations paid to general managers and vice general managers of the Company by all companies in the Consolidated Report (including the Company) shall be disclosed.

Note 6:After-tax earnings refer to the after-tax earnings listed in the unconsolidated or individual financial statements in the recent year. Note 7:a. The amount of relevant remunerations received by Top Five Managers Received the Highest Remuneration of this Company from the invested company other than subsidiaries, or the parent company, shall be provided clearly in this column (please indicate “none” if there is no such remuneration)

b.Remunerations are the compensation, rewards (including rewards for employees, directors and supervisors) and operational expenses, among others, claimed by Top Five Managers Received the Highest Remuneration of the Company who serve as the director, supervisor or manager at a reinvested business other than the subsidiary or the parent company.

Note 8: Executive Director WU MEI-HUNG retired on 2020.09.08.

*The information on the compensation disclosed in this table is different from the concept of income of the Income Tax Act. Therefore, the purpose of this Table is for information disclosure only and not for tax purposes.

20

(V) Managers received the distributed remuneration and their status

Unit NT$1000 1000 shares April 26[th] , 2021

Title
(Note1)
Name
(Note1)
Stock value Current value Total Total amount to
after-tax
earnings ratio
(%)
Manager Chairman and
General Manager
Shu Yi-Cheun - 1,172 1,172 0.31
Vice Chairman Lin Yueh-Tin
Vice
General
Manager

Chang Chih-Pin
Senior
Assistant
Manager

Hu Kun-Jui
Senior
Assistant
Manager

Chang Chin-Yu

Division Director
Tsai Qing-Song (Note5)
Assistant Manager Tang Tsung-Yin
Assistant Manager Lin Fang-Ru
Assistant Manager Hsieh Chiang-Ling
Assistant Manager Chiu Pao-Sheng
Manager Lee Chien-Yi
  • Note 1: The name and title of the individual shall be disclosed but distribution of profits may be disclosed through an aggregation.

  • Note 2: Employee remunerations (including stock and cash) distributed to managers through the Board of Directors in the latest year. If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculate proportionally. After-tax earnings are those in the latest year. When the International Financial Reporting Standards are adopted, after-tax earnings are those indicated in the entity or individual financial report from the most recent year.

  • Note 3: For the applicability to managers, follow the Tai-Cai-Zheng-San-Zi No. 0920001301 letter dated March 27, 2003. It shall apply to the following:

  • (1) The general manager and his/her equivalent; (2) the vice general manager and his/her equivalent;

  • (3) the associate manager and his/her equivalent; (4) the head of the Department of Finance; (5) the head of the Department of Accounting; (6) others that deal with corporate management and have the right to provide their signatures.

  • Note 4: If the director, general manager and vice general manager claimed employee remunerations (including stock and cash), besides providing information about remunerations paid to directors (including independent directors), supervisors, general managers and vice general managers, this table shall also be completed.

  • Note 5: Division director Tsai Qing-Song was re-assigned to the related company on 2020.08.11.

21

FOPCO

(VI) Compare and describe separately the analysis of ratios of total remunerations paid to directors, supervisors, general managers, and vice general managers of the Company for the past two years by the Company and all companies in the Consolidated Report in after-tax earnings indicated in the entity or individual financial reports and describe correlation among the remuneration payment policy, standards and combination, remuneration establishing procedures, and management efficacy and risks in the future. :

Year
Title

2020

2020
2019 2019
The Company Companies in
the financial
statements
The Company Companies in
the financial
statements
Director 5.42% 5.44% 5.65% 6.55%
Supervisor - - 0.34% 0.35%
General Manager and
Vice General
Manager
1.63% 1.63% 1.00% 1.01%

Explanation:(I)Remuneration payment policy:Directors’ and supervisors’ remuneration is the remuneration for attending meeting. Chairman, vice chairman, general manager, and vice general manager are paid monthly.

(II)Remuneration payment standard:Salaries for chairman, vice chairman, general manager, and vice general manager are determined by general standards. (III)Procedure for determining remuneration:Directors’ and supervisors’ remuneration and salaries for attending meetings are determined by the articles of incorporation. General managers’ and vice general managers’ salaries are determined by the conclusion of the directors’ meeting. (IV)Linkage to operating performance:The outcome of the operating performance affects the assignment of year-end bonuses and earning for managers.

22

IV. Implementation of Corporate Governance

  • (I) State of Board of Directors

( 1 ) Information for State of Board of Directors

Throughout 2020 and up to the date this Annual Report was printed, the Board of Directors met 12 times (A); attendance of directors and supervisors is as follows:

Title Name(Note1) Actual
frequency of
attendance
(being seated)
in meetings
(B)
Frequency
of
attendance
through
proxy
Actual
attendance
(being seated)
rate (B/A)
(Note 2)
Note
Cha ir ma n JIN SHENG INVESTMENT
LTD. Representative
Shu Yi-Cheun
12 0 100%
Vice
Cha ir ma n
TAI SHENG OCEAN
DEVELOPMENT CO., LTD.
Representative
Lin Yueh-Tin
12 0 100%
Dir ector TAI SHENG OCEAN
DEVELOPMENT CO., LTD.
Representative
Wu Mei-Hung
Representative
Yeh Wen-Lung
10 0 83.33% Representative changed to
Yeh Wen-Lung on
2020.09.08
Dir ector MORN SUN FEED MILL
CORP.Representative
Huang Qiang
12 0 100%
Dir ector Huaide Insurance Agent
Company Representative
Hsu Wei-Ping
11 1 91.67%
Dir ector You Wei Investment Corp.
Representative
Lin Wen-Peng
11 1 91.67%
Independe
nt
Dir ector
Chen Chong-Rui 9 2 75%
Independe
nt
Dir ector
Huang Shi-Hui 12 0 100%
Independe
nt
Dir ector
Lu Hsin-Hwa 10 0 100% Newly-appointed, date of by-
election was 2020.1.31
Other details to be documented:
I. In case of any following situation during the operation of the Board of Directors, the date, meeting,
description of proposal, opinions from all independent directors and the Company’s treatment to such opinions
shall be specified.
(I) Matters specified in Paragraph 3, Article 14, Securities and Exchange Act
(II) Other than the aforementioned, any resolution of the Board of Directors meetings objected to by the
independent directors or with reserved opinions,recorded or bywritten statements.
Date
Proposal content
Opinions from all
independent directors,
and the Company
responses to their
opinions
2020.03.27
1. The 2019 parent company only financial statements of the Company.
2. The 2019 consolidated financial statements of the Company
3. Revising some provisions of the company's internal control system.
4. Case of 2019 “Evaluation of the effectiveness of the internal control
system” and ” Satement of Internal Control System” of the Company.
5.Case of financial supervisor change.
Approved by all the
attanding independent
directors
2020.05.12
1. The 2019Q1 consolidated financial statements of the Company and its
subsidiary companies.
Approved by all the
attanding independent
directors

23

FOPCO

2020.07.27 1. The Company updated and revised related internal control cycle
operating procedures and management regulations.
Approved by all the
attanding independent
directors
2020.10.28 1. The Company applied to two financial institutions including Cooperative
Treasury Co., Ltd. for renewal of the financing quota when it expired.
Approved by all the
attanding independent
directors
2020.11.11 1. The 2019Q1 consolidated financial statements of the Company and its
subsidiary companies.
2. Accountant's Independence and Competency Assessment
3. The company's 2021 audit plan.
4. Formulated the company's "Internal Auditor's Appointment and
Removal, Evaluation, Salary and Remuneration Measures".
5 The company increased the budget for the new plant in Taichung Port
Area.
Approved by all the
attanding independent
directors
2020.12.24 1. The company revised the "Accounting System."
2. The company revised the "Internal Control System."
Approved by all the
attanding independent
directors

2020.10.28 Board of Directors discussing proposals, ”The company's 2019 manager employee compensation amount distribution plan”, Chairman SHU, YI-CHEUN and Vice Chairman LIN, YUEH-TIN had evaded and did not participate in the discussion and voting because of their self-interest.

Self-evaluation
method
Self-evaluation description
Self-evaluation of the
board of directors
The Company established the criteria for evaluating the performance
of the board of directors as the following five aspects (45 questions):
A.Participation in the operation of the company;
B.Improvement of the quality of the board of directors' decision
making;
C.Composition and structure of the board of directors;
D.Election and continuing education of the directors; and
E.Internal control.
The average score is 4.24 points (out of 5 points), and the evaluation
result is "excellent".
Self-evaluation of the
board members
The criteria for evaluating the performance of the board members (on
themselves or peers) covers the following six aspects (23 questions):
A.Alignment of the goals and missions of the company;
B.Awareness of the duties of a director;
C.Participation in the operation of the company;
D.Management of internal relationship and communication;
E.The director's professionalism and continuing education; and
F.Internal control.
The average score is 4.21 points (out of 5 points), and the evaluation
result is "excellent".
Self-evaluation of the
audit committee
The criteria for evaluating the performance of the audit committee
covers the following five aspects (22 questions):
A.Participation in the operation of the company;
B.Awareness of the duties of the functional committee;
C.Improvement of quality of decisions made by the functional
committee;
D.Makeup of the audit committee and election of its members and
E.Internal control.
The average score is 4.64 points (out of 5 points), and the evaluation
result is "excellent".
Self-evaluation of the
compensation
committee
The criteria for evaluating the performance of the compensation
committee covers the following four aspects(19questions):
A.Participation in the operation of the company;
B.Awareness of the duties of the functional committee;
C.Improvement of quality of decisions made by the functional
committee;
D.Makeup of the compensation committee and election of its
members

24

The average score is 4.53 points (out of 5 points), and the evaluation result is "excellent".

III. Assessment of the reinforced functional objectives of the Board of Directors (e.g., to set up the Audit Committee and to enhance information transparency, among others) and implementation status of the objectives of the immediate year and the latest year: The company's board of directors approved the "Board Performance Evaluation Measures" in 2020 and has completed the 2020 evaluation.

Note1 For directors and supervisors acting as the representatives of institutional shareholders, shall indicate the names of the institutional shareholders and the names of their representatives. Note2

(1) The date of resignation is specified for Directors or Supervisors who had resigned prior to the close of the financial year. The percentage of actual attendance (%) is calculated based on the number of board of directors meetings held and the number of actual attendance during active duty.

(2) If a re-election of directors or supervisors had taken place prior to the close of the financial year, directors/supervisors of both the previous and the current term are listed; in which case, the remarks column would specify the re-election date and whether the director/supervisor was elected in the previous term, the new term, or both. The percentage of actual attendance (%) was calculated based on the number of board of directors meetings held and actual attendance during active duty.

25

FOPCO

(II) Operation of the Audit Committee or Participation of Supervisors in the Operations of the Board of Directors:

1. Operation of the Audit Committee

Throughout 2020 and up to the date this Annual Report was printed, the Board of Directors met 8 times (A); attendance to the meetings as follows:

Title Title Name (Note1) Name (Note1) Actual
frequency of
attendance
(being seated) in
meetings(B)

Frequency
of
attendance
through
proxy
Actual attendance
(being seated)
rate (B/A) (Note
2)
Actual attendance
(being seated)
rate (B/A) (Note
2)

Note

Note
In d ep en d en t
Di rect o r
Chen Chong-Rui 7 1 87.5%
In d ep en d en t
Di rect o r
Huang Shi-Hui 8 0 100%
In d ep en d en t
Di rect o r
Lu Hsin-Hwa 7 0 100% Newly-appointed, date
of by-election was
2020.1.31
Other details to be documented:
I. In case of any following situation during the operation of the Audit Committee, the date
of the meeting, description of proposal, opinions from all audit committee members and
the Company’s treatment to such opinions shall be specified.
(I)Matters specified in Article 14-5 of the Securities and Exchange Act:
Date
Description of proposal
Outcome
of
resolution
The Company’s
treatment to
audit
committee’s
opinions
2020.03.271. The 2019 parent company only financial statements of the
Company.
2. The 2019 consolidated financial statements of the Company
3. Revising some provisions of the company's internal control system.
4. Case of 2019 “Evaluation of the effectiveness of the internal control
system”and ” Satement of Internal Control System” of the Company.
5.Case of financial supervisor change.
ApprovedApproved by
the board of
directors
2020.05.12
1. The 2019Q1 consolidated financial statements of the
Company and its subsidiary companies.
ApprovedApproved by
the board of
directors
2020.07.27
1. The Company updated and revised related internal control
cycle operating procedures and management regulations.
ApprovedApproved by
the board of
directors
2020.10.281. The Company applied to two financial institutions including
Cooperative Treasury Co., Ltd. for renewal of the financing
quota when it expired.
ApprovedApproved by
the board of
directors
2020.11.111. The 2019 Q3 consolidated financial statements of the
Company and its subsidiary companies.
2. Accountant's Independence and Competency Assessment
3. The company's 2021 audit plan.
4. Formulated the company's "Internal Auditor's Appointment
and Removal, Evaluation, Salary and Remuneration Measures".
5 The company increased the budget for the new plant in
TaichungPort Area.
ApprovedApproved by
the board of
directors
2020.12.24
1. The company revised the "Accounting System."
2. The company revised the "Internal Control System."
ApprovedApproved by
the board of
directors
Date Description of proposal Outcome
of
resolution
The Company’s
treatment to
audit
committee’s
opinions
2020.03.27 1. The 2019 parent company only financial statements of the
Company.
2. The 2019 consolidated financial statements of the Company
3. Revising some provisions of the company's internal control system.
4. Case of 2019 “Evaluation of the effectiveness of the internal control
system”and ” Satement of Internal Control System” of the Company.
5.Case of financial supervisor change.
Approved Approved by
the board of
directors
2020.05.12
1. The 2019Q1 consolidated financial statements of the
Company and its subsidiary companies.
Approved Approved by
the board of
directors
2020.07.27
1. The Company updated and revised related internal control
cycle operating procedures and management regulations.
Approved Approved by
the board of
directors
2020.10.28 1. The Company applied to two financial institutions including
Cooperative Treasury Co., Ltd. for renewal of the financing
quota when it expired.
Approved Approved by
the board of
directors
2020.11.11 1. The 2019 Q3 consolidated financial statements of the
Company and its subsidiary companies.
2. Accountant's Independence and Competency Assessment
3. The company's 2021 audit plan.
4. Formulated the company's "Internal Auditor's Appointment
and Removal, Evaluation, Salary and Remuneration Measures".
5 The company increased the budget for the new plant in
TaichungPort Area.

Approved
Approved by
the board of
directors
2020.12.24
1. The company revised the "Accounting System."
2. The company revised the "Internal Control System."
Approved Approved by
the board of
directors

26

(II) Any matter that has not been approved by the audit committee, but has been adopted with the (II) Any matter that has not been approved by the audit committee, but has been adopted with the
approval of two-thirds or more of all board directors without having been approved by the audit
committeeNone.
II. If an independent director has any conflict of interest regarding issues discussed during the
meeting that could result in harm to the Company's interests said director shall recuse him
or herself. If this prevents the Committee from coming to a decision, then the situation shall
be reported to the Board of Directors and the Board will make the final decision on said
resolution: None.
III. Communication between independent directors and internal audit managers and external
auditors (regarding issues such as Company financial and operational status):
(I) Policies of the communication between independent directors and internal audit managers:
1. Independent directors and accountants have regular meetings at least once a year.
Accountants report to the audit committee on matters related to the company's review
(audit) plan, findings and results; in case of major abnormal events, they may convene
meetings at any time.
2. Independent directors and internal audit managers have regular meetings at least once
a year; the internal audit managers attend the audit committee to report on the
company's internal audit performance and internal control operations; in case of major
abnormal events, they can convene meetings at any time.
(II)Summaryof communication results between independent directors and external auditors:
Date
Communication focuses
Result
1. The external auditors' explanation on the annual audit
plan and the preliminary opinions of the key audit items.
2020.11.11
2. Introduction of the external auditors team and
No
(Forum)
confirmation of its compliance for independence.
objection
3. The external auditors discussed and communicated on
thequestions raised bytheparticipants.
(III)Summaryof communication results between independent directors and internal audit managers:
Date
Communication focuses
Result
2020.01.20
Execution of audit business from October to November 2019.
No objection
2020.03.27
Execution of audit business from November 2019 to Feburary2020.
No objection
2020.05.13
Execution of audit business from November 2019 to March 2020.
No objection
2020.07.27
Execution of audit business from April to May2020.
No objection
2020.10.28
Execution of audit business from Mayto August 2020.
No objection
1. The internal audit manager summarized the audit work in the first 10
No objection
2020.11.11
months and explained the key audit work in the coming year.
(Forum)
2. The internal audit manager discussed and communicated with the
questions raised bytheparticipants.
2020.11.11
Execution of audit business from September to October 2020.
No objection
2020.12.24
Execution of audit business from August to October 2020.
No objection

Note

  1. If an independent director leaves office before the end of the year, the date of resignation shall be indicated in the remarks column, and the actual attendance rate (%) shall be calculated based on the number of meetings of the Audit Committee and the actual attendance during his/her term of office.

  2. Before the end of the year, if there is an independent director reelected, the new and former independent directors shall be listed, and the date of the new or reelected independent director shall be indicated in the remarks column. The actual attendance rate (%) shall be calculated based on the number of meetings of the Audit Committee and the number of actual attendances.

27

FOPCO

(III) Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE Listed Companies” and Reasons

Evaluation items Operation situation(Note 1) Operation situation(Note 1) Operation situation(Note 1) Deviations from
"the Corporate
Governance
Best-Practice
Principles for
TWSE Listed
Companies" and
Reasons
Y N Summary
1. Does the company establish
and disclose the Corporate
Governance Best-Practice
Principles based on “Corporate
Governance Best-Practice
Principles for TWSE Listed
Companies”?

The Company has stipulated “Code of
Practice for Corporate Governance” and
announced it on the official website.
None
2. Corporate Ownership
Structure and Shareholders’
Rights and Interests:
(I)Does the Company have
internal operating procedures
for dealing with shareholders’
suggestions, doubts, disputes
and lawsuits and implement
them in accordance with the
procedures?
(II)Does the Company have a
list of the major shareholders
and the final controllers of the
major shareholders who
actually control the Company?
(III)Does the Company
establish, implement risk
control and firewall
mechanisms between
interested enterprises?
(IV)Does the Company have
internal regulations that
prohibit insiders from buying
and selling securities using
unpublished information in the
market?



The company has a dedicated line to handle
shareholder suggestions or disputes and
other issues.
The Company regularly discloses important
matters related to shareholding changes of
major shareholders, and keeps a good
relationship with major shareholders.
The management of assets and finances is
clearly defined in accordance with internal
control rights and responsibilities, and risk
assessments are indeed carried out and
appropriate firewalls are established. The
parent company has established regulations
for the supervision of subsidiaries.
The Company has formulated “Procedures
for the Prevention of Insider Trading
Management” to establish confidential
operations and prohibition measures before
major internal information affecting stock
prices is disclosed to the public.
None
None
None
None
3. Composition and Duties of
the Board of Directors
(I)Does the Board of Directors
formulate apluralistic
The company has established the
qualifications of directors and independent
None

28

approach to membership and
implement it?
(II) Does the company
voluntarily set up other
functional committees besides
Compensation Committee and
Audit Committee according to
law?
(III) Does the Company have a
performance evaluation system
for the Board of Directors and
its evaluation methods, which
are evaluated annually and
regularly; The Company also
report the results of the
performance evaluation to the
Board of Directors and apply
them to the remuneration of
individual directors and the
reference for nomination
renewal?
(IV) Does the Company
evaluate the independence of
Accountant on a regular basis?


directors in Articles 20 and 24 of the "Code
of Practice on Corporate Governance". The
diversity of directors is also an important
consideration. The diversity of board
members is detailed Note 1.
The company has established Compensation
Committee and Audit Committee in
accordance with the law, and has also
established Corporate Social Responsibility
Committee.
The company's board of directors approved
the "Board Performance Evaluation
Measures" on March 27, 2020. The 2020
board performance evaluation has been
completed and the board of directors
reported on March 25, 2021.
The company has established the company's
assessment standards for the independence
of accountants in accordance with Article 47
of the Accountants Law and the No. 10
Bulletin of the Code of Professional Ethics
for Accountants. The Company Regularly
assess the independence of the certified
public accountant every year, after obtaining
the independence statement issued by the
certified public accountant and perform the
assessment in accordance with the above-
mentioned independence evaluation
standards. According to the assessment
results, both accountants Liao, Wan-Yi and
Chen, Zhao-Mei from the Deloitte & Touche
CPA firm meet the company's independence
assessment standards. The Company The
company has submitted the results to the
audit committee and the board of directors
on November 11, 2020 and approved.(Note
2)
None
None
None
4. Does a TWSE Listed
Company allocate qualified
and appropriate number of
corporate governance
personnel, and designate
corporate governance
supervisor to be responsible
for corporate governance
related affairs (including but
not limited to providing
directors and supervisors with
the necessaryinformation to
Related business has been jointly
undertaken by the secretary of the board of
directors and the managing division, and is
supervised by the head of the accounting
division. The main tasks include providing
information required by directors to
perform their business, assisting directors
in complying with laws and regulations,
handling matters related to the board of
directors and shareholder meetings in
accordance with the law, regularly
reviewingand revisingrelevant corporate
None

29

FOPCO

carry out business, assisting
directors and supervisors to
comply with the laws,
handling the relevant matters
of the meetings of the Board of
Directors and shareholders’
meetings according to law,
making the minutes of the
Board of Directors and
shareholders’ meetings,etc.)?
governance measures, and arranging
directors’ training courses.
5. Does the Company establish
communication channels with
stakeholders (including but not
limited to shareholders,
employees, customers and
suppliers), and set up
stakeholder zones on its
website, and properly respond
to stakeholders’ concerns on
important issues of corporate
social responsibility?
The company has spokespersons and acting
spokespersons, and has set up a special area
for stakeholders on the company's website
to establish communication channels with
stakeholders.
None
6. Does the Company appoint
a professional stock agency to
handle the affairs of the
shareholder’ meeting?
The company appoints a professional stock
affairs agency to handle the affairs of the
shareholders meeting.
None
7. Information Disclosure
(I) Does the Company set up a
website to disclose financial
business and corporate
governance information?
(II) Does the Company adopt
other ways of disclosure of
information(e.g. setting up
English websites, appointing
special persons to be
responsible for the collection
and disclosure of Company
information, implementing the
spokesperson system, placing
Company websites in the
process of legal person’s
presentation, etc.)?
(III) Does the Company
announce and declare the
annual financial report within
two months after the end of the
fiscal year, and announce and
declare the first, second, and
third quarter financial reports
and the monthly operating
situation as early as possible
within the prescribed time
limit?


The company's website
(www.fopco.com.tw) has disclosed
business and corporate governance
information.
The company has established a dedicated
person responsible for the collection and
disclosure of company information, and has
implemented a spokesperson system.
The company announced the first, second,
third quarter and annual financial reports
and monthly operating conditions within
the time limit as required.
None
None
In the future, the
company will
announce and
report financial
reports and
monthly
operating
conditions in
advance based
on actual needs.

30

8. Does the Company have
any other important
information that is helpful to
understand the operation of
corporate governance
(including but not limited to
the rights and interests of
employees, employee care,
investor relations, supplier
relations, rights of
stakeholders, further education
of directors and supervisors,
implementation of risk
management policies and risk
measurement standards,
implementation of customer
policies, and purchase of
liability insurance for directors
and supervisors)?
1. Employee rights and care: The company
has established working rules, held regular
labor-management meetings, established
employee care mailboxes to maintain two-
way communication with employees,
provided employees with labor insurance,
health insurance, and retirement pensions in
accordance with the law, and set up
employee restaurants, regular health
checks, and prepared employee dormitories
for remote employees. Establish an
employee welfare committee to provide a
perfect workplace for employees.
2. Investor Relations: In accordance with
relevant regulations, the company
announces relevant business, financial and
other important information at the "Market
Observation Post System". There is also a
spokesperson system to respond to the
information required by investors in real
time.
3. Supplier Relations: The company fills
out supplier information survey forms for
qualified suppliers, and schedules actual
factory visit procedures for important
suppliers; in terms of supplier
communication, the purchasing division
conducts two-way communication to
coordinate various departments of the
company to deal with related issues.
4. Stakeholder's rights: The establishment
of a corporate social responsibility
committee, with senior executives serving
as the main committee as the contact
window with the related parties, to respond
to the issues of the related parties at any
time to protect the legitimate rights and
interests of both parties.
5. Directors' training situation: The
directors of the company have relevant
professional knowledge and arrange
courses related to relevant laws and
regulations according to actual needs
6. Implementation of risk management
policies and risk measurement standards:
Please refer to this annual report, Seven.
Review and Analysis of Financial Position
and Financial Performance, and the Risk
Concern.
7. Enforcement of customer policy: The
company maintains close contact with
customers. In addition to providing
customized products and services, there is
also a research and development unit that
provides professional consultations on the
feed customers’ use of materials. The
information provided by customers is used
as a reference forproduct improvement,so
None

31

FOPCO

as to achieve the company’s and A win-win goal for customers. 8. The company has purchased liability insurance for all directors. The insurance period is from September 7, 2020 to September 7, 2021.

  1. Please state the improvement of the corporate governance assessment issued by the Corporate Governance Center of Taiwan Stock Exchange Co., Ltd. in recent years, and put forward priorities and measures for strengthening the assessment of those who have not yet improved. (Those who are not included in the Company are not required to fill in): None

Note 1:Diversification policy of the composition of the board of directors

Name Gender Management Leadership Industry
knowledge
Financial
Accounting
Law Crisis Handling International
view
Shu Yi-Cheun M
Lin Yueh-Tin F
Wu Mei-Hung F
Huang Qiang M
Hsu Wei-Ping M
Lin Wen-Peng M
Lu Hsin-Hwa M
Chen Chong-Rui M
Huang Shi-Hui F

Note2:Independence Assessment Form for Certified Public Accountants

Item Assessment Y N
1 As of themost recent audit,the CPAshave beenchanged withinsevenyears.
2 CPAshaveno significant financial relationship with the client.
3 CPAsavoidanyinappropriaterelationship with the client.
4 CPAs should ensurethat their assistantsarehonest, just,andindependent.
5 The financial statements of institutions served by CPAs within the first two years of
theirpractice shall notbeaudited.
6 Thename ofCPAsmaynotbe used by others.
7 CPAs donot hold sharesin the companyandrelated companies.
8 CPAs donot haveanymoney borrowingfrom the companyandaffiliated companies.
9 CPAs do not have a co-investment or benefit-sharing relationship with the company
or affiliated companies.
10 CPAs do not concurrently perform regular jobs in the company or affiliated
companies,andreceivefixed salary.
11 CPAs do not involve the management function of the company or related companies
tomake decisions.
12 CPAs do not concurrentlyoperate other businesses that maylose their independence.
13 CPAs have no spouse or second-class kinship with the management staff of the
company.
14 CPAs donotchargeany commissionsrelatedtothe business.
15 Up to now, no punishment has been imposed or the principle of independence has
beencompromised.

Assessment Date:2020 Outcome:The CPAs are independent

The current directors' training situation:

32

Title Name Date of
taking
office
Date of training Organizer Course Title Training
Hours
From To
Institional
Director
Representative
Shu Yi-
Cheun
2019.06.27 2020/10/28 2020/10/28 Securities and
Futures
Institute
Directors' Responsibilities and Risk
Management under the Latest Corporate
Governance Blueprint
12
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to
2020/05/11 2020/05/11 Industry 4.0 and how companies can
lead innovation and transformation
2020/08/10 2020/08/10 Discussion on employee reward strategy
and tool application
Institional
Director
Representative
Lin Yueh-
Tin
2019.06.27 2020/10/28 2020/10/28 Securities and
Futures
Institute
Directors' Responsibilities and Risk
Management under the Latest Corporate
GovernanceBlueprint
6
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to
Institional
Director
Representative
Yeh Wen-
Lung
2020.09.08 2020/10/28 2020/10/28 Securities and
Futures
Institute
Directors' Responsibilities and Risk
Management under the Latest Corporate
Governance Blueprint
6
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to
Institional
Director
Representative
Hsu Wei-
Ping
2019.07.18 2020/10/28 2020/10/28 Securities and
Futures
Institute
Directors' Responsibilities and Risk
Management under the Latest Corporate
Governance Blueprint
6
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to
Institional
Director
Representative
Huang
Qiang
2019.06.27 2020/10/28 2020/10/28 Securities and
Futures
Institute
Directors' Responsibilities and Risk
Management under the Latest Corporate
Governance Blueprint
6
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to
Institional
Director
Representative
Lin Wen-
Peng
2019.11.27 2020/08/19 2020/08/19 Securities and
Futures
Institute
Directors and Supervisors
(Independent) and Corporate
Governance Executives Advanced
Seminar-Discussion on Human
Resources and M&A Integration Issues
in the Process of Corporate M&A
12
2020/10/28 2020/10/28 Directors' Responsibilities and Risk
Management under the Latest Corporate
Governance Blueprint
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to
2020/09/22 2020/09/22 TWSE "Listed Corporate Governance 3.0-
Blueprint for Sustainable Development"
Summit Forum Agenda
Independent
Director
Chen
Chong-
Rui
2019.06.27 2020/10/28 2020/10/28 Securities and
Futures
Institute
Directors' Responsibilities and Risk
Management under the Latest Corporate
Governance Blueprint
6
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to
Independent
Director
Huang
Shi-Hui
2019.06.27 2020/10/28 2020/10/28 Securities and
Futures
Institute
Directors' Responsibilities and Risk
Management under the Latest Corporate
Governance Blueprint
6
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to
Independent
Director
Lu Hsin-
Hwa
2020.01.31 2020/10/28 2020/10/28 Securities and
Futures
Institute
Directors' Responsibilities and Risk
Management under the Latest Corporate
GovernanceBlueprint
6
2020/12/24 2020/12/24 Practical issues of unconventional
transactions that directors and
supervisors shouldpayattention to

33

FOPCO

  • (IV) The Composition, Responsibilities and Operations of the Compensation Committee:

  • The board of directors of the company established the compensation committee in accordance with the approved organizational rules of the compensation committee. Its main responsibilities are to formulate proposals for the following items:

  • (1) Remuneration of directors and managers

  • (2) Other cases assigned by the board of directors.

    1. The compensation committee consists of three members, one of whom is the convener.
  • (1) Membership of Compensation Committee

Status
(Note1)
Qualificati
ons
Name
Meet one of the following professional
requirements, together with at least five-
year work experience
Meet one of the following professional
requirements, together with at least five-
year work experience
Meet one of the following professional
requirements, together with at least five-
year work experience
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Compliance with the independence requirement (Note
2)
Number
of other
public
offering
compani
es with
part-time
members
hip of
their
Compen
sation
Committ
ee
Note
Lecturer
or
higher
ranking
position
at
the business,
legal affairs,
financial
affairs
or
accounting
department,
or
other
departments
related
to
corporate
operation of
public
and
private
colleges and
universities










A judge, public
prosecutor,
attorney,
certified
public
accountant
or
other
professional
or
technical
specialist
who
has
passed
a
national
examination and
been awarded a
certificate in a
profession
necessary for the
business of the
company











Work
experienc
e required
for
business,
legal
affairs,
financial
affairs,
accountin
g
or
corporate
operation


1
2 3 4 5 6 7 8 9 10
Indepent
Director
Chen
Chong-Rui
Indepent
Director
Huang Shi-
Hui
Indepent
Director
Lu Hsin-
Hwa
Note3

Note1:Provide “director, independent director or other” for the “status.”

  • Note 2: When any of the following conditions is met for each member during the two years prior to and during their tenure, please check “  ” in the box underneath each conditional code.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of the company or any of its affiliates (provided, independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent are excluded)

  • (3) Not a natural person shareholder that holds by himself/herself or by his/her spouse or minor child or in someone else's name more than 1% of all circulating shares of the Company or is on the Top 10 shareholding list.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under (1) or any of the persons in (2) and (3).

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Paragraph 1 or 2, Article 27 of the Company Act (provided, independent directors appointed in accordance with the Act or the laws and regulations of the local country by and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent are excluded).

  • (6) Not a director, supervisor or employee of another company where a majority of the company's director seats or voting shares and those of any other company are controlled by the same person (provided, independent directors appointed in accordance with the Act or the laws and regulations of the local country by and concurrently serving as such at the Company and its parent or subsidiary or a subsidiary of the same parent are excluded).

  • (7) Not a director (or governor), supervisor or employee of that other company or institution where the chairperson, general manager or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses (provided, independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at the Company and its parent or subsidiary or a subsidiary of the same parent are excluded).

  • (8) Not a director, supervisor, officer or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company (provided, if the certain company or institutions holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company; and independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent are excluded).

  • (9) Not a professional individual who or an owner, partner, director, supervisor or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the

34

remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations. (10) None of the conditions indicated under Article 30 of the Company Act Note3:LU HSIN-HWA was by-elected since 2020.02.27.

(2) State of operations of the compensation committee

I. The Company's Compensation Committee has 3 members in total

II. Tenure of current members: 2020.08.08~2022.06.26

The Compensation Committee met 2 times (A) in total throughout 2020 and up to the date this Annual Report was printed. Qualification and attendance of the members are as follows:

Title Name The actual frequency
of attendance in the
meetings
(B)
Frequency of
attendance
through proxy
Actual attendance
rate (%) (B/A)
(Note)
Notes
Convener Chen Chong-
Rui
2 0 100%
Member Huang Shi-
Hui
2 0 100%
Member Lu Hsin-
Hwa
1 0 100% New appointment, by-election date
2020.02.27
Other details to be documented:
I.
If the Board of Directors does not accept or modifies suggestions provided by the Compensation Committee, the date of the
Board of Directors meeting, the session number, contents of the proposal, decisions made by the Board of Directors, and
management of opinions from the Compensation Committee by the Company should be stated (If the compensation and
rewards approved by the Board of Directors are superior to those advised by the Compensation Committee, there should be
descriptions of the differences and reasons considered): None.
II.
For decisions made by the Compensation Committee, as long as there are members objecting or having their reservations that
are recorded or stated in writing, the date of the Compensation Committee meeting, the session number, contents of the
proposal, and how opinions from all members and from opposing members are handled should be described: None.

Note: :

(1) The date of resignation is specified for members of the compensation committee who had resigned prior to the close of the financial year. The percentage of actual attendance (%) is calculated based on the number of the compensation committee meetings held and the number of actual attendance during active duty.

(2) If a re-election of the compensation committee had taken place prior to the close of the financial year, members of both the previous and the current term are listed; in which case, the remarks column would specify the re-election date and whether the member was elected in the previous term, the new term, or both. The percentage of actual attendance (%) was calculated based on the number of the compensation committee meetings held and actual attendance during active duty.

35

FOPCO

III. Resolutions of the Compensation Committee

Date Proposal item Result The company's handling
of the opinions of the
Committee
2020.01.20 The company's 2019 year-end bonus distribution plan for
managers
Approved Approved by the board of
directors
2020.10.28 1. The company's 2019 director and supervisor's
remuneration allocation proposal
2. The company's 2019 manager employee compensation
amount distributionplan
Approved Approved by the board of
directors
  • (V) Corporate governance implementation status and deviations from Corporate Social Responsibility Best Practice Principles for TWSE/GTSM listed companies and reasons
Assessed areas Operational status(Note1) Operational status(Note1) Operational status(Note1) Deviations from
Corporate Social
Responsibility Best
Practice Principles for
TWSE/GTSM listed
companiesandreasons
Y N Summary(Note2)
1. Has the Company conducted
the risk assessments regarding
the environmental, social and
corporate governance issues
related to the Company’s
operations based on the
principle of materiality and
established the relevant risk
management policies or
strategies accordingly?(Note3)
The company has established a
"Corporate Social Responsibility
Committee". Each functional group
regularly identifies stakeholders and
collects issues of concern to stakeholders.
The committee proposes management
guidelines and policies based on
important issues of concern. Please note
4 for relevant risk management policies
or strategies.

None
2. Does the company have a unit
that specializes (or is involved)
in CSR practices? Is the CSR
unit run by senior management
as authorized by the Board of
Directors and reports its
progress to the Board of
Directors?

The company's "Corporate Social
Responsibility Committee" established
by the general manager is responsible for
the proposal and implementation of
corporate social responsibility policies,
systems or related management policies
and specific plans. The corporate social
responsibility report is publicly issued
after being audited by an accountant.
The audit results are reported to the
board of directors on a regular basis
every year.
None
3. Environmental Issues
(I)Has the Company developed
an appropriate environmental
management system, given its
distinctive industrial
characteristics?
(II)Has the Company
endeavored to improve the
utilization efficiency of various
resources and used recycled
materials which have a low
impact on the environment?

1. Promote industrial waste reduction and
implement pollution prevention work.
2. Conduct environmental inspections on
discharge pipes and perimeters every
year.
The company is a bulk grain processing
plant. During the manufacturing process,
it has dust collection equipment to
prevent dust particles from leaking and
pollution. The water pollution prevention
strategy adopts a strict front-end
wastewater classification and diversion

None
None

36

Assessed areas Operationalstatus(Note1) Operationalstatus(Note1) Operationalstatus(Note1) Deviations from
Corporate Social
Responsibility Best
Practice Principles for
TWSE/GTSM listed
companiesandreasons
Y N Summary(Note2)
(III) Has the Company evaluated
the potential risks and
opportunities from the climate
changes to the current and future
Company, and take
countermeasures to the climate
related issues?
(IV) Has the Company had
statistics of the greenhouse gas
emission, water usage and the
total weight of wastes in the past
two years, as well as established
the policies for energy-saving,
carbon-reduction, water
reduction and other waste
management?



strategy, which is divided into process
equipment cooling water and wastewater
generated from cleaning the floor of the
work area. The waste clay produced by
the company's oil manufacturing process
can be reused to make fertilizer,
accounting for more than 80% of the
company's waste.
Global warming has a significant impact
on climate change, and climate change
also affects the harvest of crops. The
company continues to pay attention to
global climate changes, and immediately
evaluates the market fluctuations of bulk
grains, confirms potential risks and
opportunities, and purchases raw
materials from different areas in a timely
manner to enhance the company's
operating efficiency.
The Company regularly reports water
consumption and waste volume to
environmental protection and water
conservancy authorities every month and
reports fossil fuel consumption quarterly
with relevant emissions data. This year,
the Company has planned a photovoltaic
power generation system to reduce power
consumption.
The relevant information for the most
recent two years is as follows:
Unit:ton


None
None
Item 2020 2019
Green house gas
emmision
3,645 1,983
Water consumption 55,156 42,424
Total weight of waste 654 735
4. Social issues
(I) Has the Company developed
related management policies and
procedures in accordance with
applicable laws and regulations
and the International Bill of
Human Rights?

Respecting for employees is one of the
Company's operating principles.
Followsing human management,
providing necessary assistance to all
employees, providing a fair and
reasonable working environment,
formulating annual training plans to train
employees' professional skills, and
helping employees grow are the
Company’s obligation. In accordance
with the relevant provisions of the
None

37

FOPCO

Assessed areas Operationalstatus(Note1) Operationalstatus(Note1) Operationalstatus(Note1) Deviations from
Corporate Social
Responsibility Best
Practice Principles for
TWSE/GTSM listed
companiesandreasons
Y N Summary(Note2)
(II) Has the Company
appropriately reflected the
corporate business performance
or achievements in the employee
remuneration policy, to ensure
the recruitment, retention, and
motivation of human resources
and achieve the objective of
sustainable operations?
(III) Does the Company provide
employees with a safe and
healthy work environment as
well as periodic safety and
health education?

Gender Work Equality Law, the
management rules have been amended to
implement the "Sexual Harassment
Prevention Measures in the Workplace
Appeals and Disciplinary Regulations"
And clearly stipulated "Work Rules" to
protect employees.
1. The Company has established an
employee welfare committee according
to laws and regulations to provide
employees and their children with
marriage subsidies, family funeral
subsidies and employee travel
subsidies and other welfare measures.
2. Set up a "Labor Retirement Reserve
Fund Supervision Committee" in
accordance with the law to ensure that
employees have a stable retirement
fund allocation and payment.
3. There is a "year-end bonus distribution
and employee compensation
distribution method" to reward
employees. The Company's articles of
association stipulate: If the company
makes a profit during the year, 2%-4%
should be allocated for employee
compensation. The distribution method
can be stocks or cash, and its
distribution objects can include
employees of affiliated companies who
meet certain conditions.
1. The Company regularly organizes
labor safety education training and fire
drills, and provides annual physical
health inspections to protect the health
of employees.
2. The Company implements labor work
environment monitoring in accordance
with the law, improves the work
environment based on the results, and
provides necessary personal protective
equipment.
3. In accordance with the implementation
method of labor work environment
monitoring, the Company announces
the monitoring results in obvious
places.

None
None

38

Assessed areas Operationalstatus(Note1) Operationalstatus(Note1) Operationalstatus(Note1) Deviations from
Corporate Social
Responsibility Best
Practice Principles for
TWSE/GTSM listed
companiesandreasons
Y N Summary(Note2)
(IV) Has the Company
implemented an effective
training program that helps
employees develop skills over
the course of their career?
(V) Has the Company followed
relevant laws, regulations and
international guidelines when
marketing or labeling their
products and services and
established the relevant police to
protect consumers’ interest and
the complaint procedure?
(VI) Has the Company
established the supplier
management policies, to require
the suppliers to comply with
related regulations of the
environment, occupational
health and safety and labor’s
rights and what is the status of
the implementation?


In order to provide employees with
complete training and development, the
company constructs an "Education and
Training System Diagram". Through the
process of talent cultivation and
development, the company continues to
explore organizational and personal
needs, and constantly reviews and
gradually launches various necessary
trainings to enhance the knowledge and
skills required for personal career
development.
1. The Company's marketing products
and services are handled in accordance
with relevant regulations on products
and services.
2. The Company has a dedicated
customer service line, and has
dedicated personnel responsible for
handling customer related issues to
protect consumer rights.
When new suppliers are selected, they
need to sign the "Supplier Social
Responsibility Commitment" to
encourage suppliers to jointly fulfill their
corporate social responsibility
commitments and comply with relevant
laws and regulations such as
occupational safety and health, labor
human rights, and environmental
protection. In case of violation or
illegality, the Company has the right to
terminate the contract between both
parties.
None
None
None
V. Does the Company prepare
the reports disclosing the
Company’s non-financial
information, such as CSR
reports, by referring the
internationally recognized
reporting standards or
guidelines? Are the
aforementioned reports assured
or attested to by any third-party
certifier?
The company publishes a corporate
social responsibility report in 2020. This
report follows the principles of The
Global Reporting Initiative and is written
with reference to the core options of The
Global Reporting Initiative Sustainability
Reporting Standards published by the
Global Sustainability Standard Board in
2016. And the independent third-party
impartial unit (Deloitte & Touche
Taiwan) conducted limited assurance
based on the Standard on Assurance
Engagements Bulletin No. 1: "Confirmed
Cases of Non-historical Financial
Information Verification or Review".
None

39

FOPCO

Operationalstatus(Note1) Deviations from
Corporate Social
Assessed areas Y N Summary(Note2) Responsibility Best
Practice Principles for
TWSE/GTSM listed
companiesandreasons
  • VI. If the Company has its own CSR principles established according to the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, please describe the differences between its implementation and the principles: The Company has formulated the "Corporate Social Responsibility Code", which has relevant regulations for the implementation of corporate governance, development of a sustainable environment, maintenance of social welfare, and strengthening of corporate social responsibility information disclosure; For more information on the implementation of the Company's corporate social responsibility, please refer to the Company's corporate social responsibility report.

  • VII. Other Important Information to Help Understand Utilization of Corporate Social Responsibilities: Following the food safety and quality policy (Production with care, Reliable quality, and Customer confidence), our company adopts the following strategies: (1) Implement education and training to improve employees' safety awareness and ability. (2) Promote the participation of all employees and integrate them into daily operation activities. (3) Implement supervision and continuously improve safety and health performance. (4) Comply with environmental safety and health laws and regulations, emphasizing industrial safety and personnel health.

  • Note1:If "Yes" is checked, please explain the important policies, strategies, measures, and implementation conditions adopted; If “No”, please explain the reason and illustrate the related policies, strategies, and measures to be adopted in the future.

  • Note 2:Where a Corporate Social Responsibility Report has been prepared by the Company, the Summary may be replaced by reference to CRS Report and the index page.

  • Note 3:The principle of materiality means that the issues of environmental, social, and corporate governance will have a significant influence on the Company's investors and other stakeholders.

  • Note 4:The Company conducts risk assessment of environmental, social and corporate governance issues related to company operations in accordance with the principle of the importance of corporate social responsibility. Based on the result of the assessment, the Company formulates relevant risk management policies or strategies as follows:

Major issues Risk assessment Risk managementpolicies or strategies
Environment Energy policies and
waste discharge
Full understanding the environmental regulations and requirements of relevant government
office, the Company manages and operates activities according to the environmental
protection standards. The Company conducts air pollution inspections and water pollution
inspections in feed,oatmeal,and oil factories every year.
Society Food safety
management
Internal: Set up a food safety and sanitation team to supervise, control and improve food
safety related operations, and strengthen training for relevant departments every year.
External: Obtain ISO9001, ISO22000 and HACCP certification, and follow this concept to
establish a related quality assurance system to ensure product quality and present high-
quality and healthy products.
Convene monthly food safety and hygiene team meetings to regularly follow up and review
related operations.
Corporate
Governance
Law compliance The company assigns relevant personnel to be responsible for changes in food safety and
sanitation laws and environmental, safety and health laws and regulations. In addition to
updating laws and regulations in the internal document management system from time to
time, the Company also broadcasts new knowledge of relevant laws and regulations in
internal training.
Moral/Ethical code
of conduct
The Company continues to promote corporate integrity management policies and employee
training, and organizes integrity and prevention of insider trading advocacy activities to
strengthen employee ethics and integritycodes of conduct.
Strategy for
sustainability
The company established a "Corporate Social Responsibility Committee" to focus on the
rights and interests of stakeholders. While pursuing sustainable operation and profitability,
the Company attaches importance to environmental, social and corporate governance
factors and incorporates them into the Company’s management policies and operating
activities. The Company convenes a corporate social responsibility committee meeting
every year, conducts regular follow-up reviews and issues a "Corporate Social
ResponsibilityReport."

40

Supplier The Company controls the cost of raw materials and the trend of raw materials through a Management weekly raw material procurement meeting. The Company conducts on-site evaluation of suppliers at least twice a year, and the supplier is included in the list of qualified suppliers after the evaluation is qualified, and then the Company shall purchase from it.

(VI) Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies":

Evaluation items Operation situation(Note 1) Operation situation(Note 1) Operation situation(Note 1) Deviations from the
“Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM Listed
Companies” and Reasons
Y N Summary
1. Formulating Integrity
Management Policies and
Programs
(I) Does the Company formulate
the integrity management policy
approved by the Board of
Directors, and has stated in the
regulations and external
documents the policies and
practices of integrity management,
as well as commitment from the
board and senior management to
actively implement the
management policy?
(II) Does the Company establish
an evaluation mechanism for the
risk of dishonesty, and regularly
analyze and evaluate the business
activities with higher risks in the
business scope, and formulate
relevant prevention measures
accordingly, which at least
covers the second paragraph of
Article 7 of " Ethical Corporate
Management Best Practice
Principles for TWSE/GTSM
Listed Companies "?
(III) Does the Company clearly
define the operating procedures,
behavior guidelines, disciplinary
punishment, and appeal system to
prevent dishonesty, and implement
and regularly review and revise?



The Company has formulated the Code of
Integrity
Management.
Directors,
supervisors, managers and employees are
all pragmatically focused on their own
businesses and implement the integrity
management policy.
The
company
has
formulated
the
"Integrity
Management
Operating
Procedures and Behavior Guidelines" and
implemented them.
The company’s "Integrity Management
Operating
Procedures and
Behavior
Guidelines" has taken precautionary
measures against business activities with
a high risk of dishonesty within the
business scope.













None
None
None

41

FOPCO

2. Implementation of Integrity
Management
(I) Does the Company evaluate the
integrity records of its clients and
specify the terms of integrity in its
contracts with the clients?
(II) Does the Company set up a
dedicated unit affiliated to the
Board of Directors to promote the
integrity of the enterprise and
report regularly (at least once a
year) to the Board of Directors on
its implementation on the
dishonest prevention policy,
program, and results?

Before the transaction, the Company will
evaluate the legality of its counterparties
and whether there has been a record of
dishonesty in order to ensure that its
business
operations
are
fair
and
transparent and will not request, provide
or accept bribes.
The company's designated management
office promotes the company's integrity
management policy on a full-time basis. If
there is an incident of dishonesty, it will
be reported and handled according to its
authority. The full-time unit reported the
implementation of integrity management
to the board of directors on December 24,
2020.
The Company implements the integrity
management policy, and the relevant
implementation status in 2020:
1. In March 2020, the "Ethical Business
Procedures and Behavior Guidelines"
were revised and approved by the board of
directors.
2. The Company’s ISO implementation
committee,
food
safety
team
(oil
products), and food safety team (feed,
livestock) revised the ISO9001 quality
management system, ISO22000 food
safety management system operating
procedures and internal audit operating
procedures in 2020 in accordance with the
latest ISO international certification
standards, and conduct ISO internal and
external audits and management review
meetings once a year, so that the
Company's products and services meet
international standards, and allow the
public to have confidence in the safety,
reliability and quality of the Company's
products. By doing these, the Company
can realize the integrity management
philosophy.
3.
In
order
to
strengthen
honest
management and ethics, the company
conducts promotional activities and tests
on the relevant regulations of the integrity
management code according to the
content of colleagues' duties every year.
Integrity training has been implemented
for business and financial accounting
colleagues in 2020, a total of 74
participants in 4 sessions. The company
actively
implements the
values
of
















































None
None

42

Evaluation items Operationsituation(Note1) Operationsituation(Note1) Operationsituation(Note1) Deviations from the
“Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM Listed
Companies” and Reasons
Y N Summary
(III)Does the Company formulate
policies to prevent conflicts of
interest, provide appropriate
channels for presentation, and
implement them?
(IV)Does the Company establish
an effective accounting system and
internal control system for the
implementation of integrity
management, draft related audit
plan by the internal auditing units,
or entrusted to the Accountants for
further audit?
(V) Does the Company conduct
internal and external education and
training on a regular basis?




integrity and ethics, strengthens corporate
governance and risk management, and
establishes a corporate culture of integrity
to strengthen of the management.
4.
The
2019
“Corporate
Social
Responsibility Report” was issued in
September 2020, which revealed that the
“Supplier
Social
Responsibility
Commitment” must be signed during the
selection of new suppliers in 2019 to
encourage suppliers to jointly implement
their
corporate
social
responsibility
commitments such as following relevant
laws and regulations on occupational
safety and health, labor human rights and
environmental protection. In case of
violation or illegality, the company can
terminate the contract between the two
parties at any time.
5. Audit implementation status: In 2020,
the company so far has not received
reports or complaints of dishonesty or
immorality.
The
company
has
formulated
the
"Integrity
Management
Operating
Procedures and Behavior Guidelines",
clearly set out the conflict of interest
policy
and
provide
appropriate
presentation channels.
The company has established an effective
accounting system and internal control
system, which are regularly checked by
the internal audit unit.
The company conducts relevant internal
and external training and publicity for
current
directors,
managers
and
employees at least once a year. On
December 24, 2020, a total of 9 persons of
directors and managers were given a
"Practical
issues
of
unconventional
transactions that directors and supervisors
should pay attention to" external training
course.
On
December
28,
2020,
employees weregivenguidance on







































None
None
None

43

FOPCO

Evaluation items Operationsituation(Note1) Operationsituation(Note1) Operationsituation(Note1) Deviations from the
“Ethical
Corporate Management
Best Practice Principles
for TWSE/GTSM Listed
Companies” and Reasons
Y N Summary
preventing
insider
trading
and
participated 49person-times.
3. Operation of the integrity
channel
(I)Does the Company establish
both a reward/punishment system
and an integrity hotline? Can the
accused be reached by an
appropriate person for follow-up?
(II)Does the Company establish
standard operating procedures for
confidential reporting on
investigating accusation cases,
take follow-up measures after the
investigation, and adopt other
relevant confidential mechanism?
(III)Does the company provide
proper whistleblower protection?


In order to implement honest operation,
the company has established a "Reporting
System", which clearly specifies the
reporting channels and the audit office of
the dedicated unit, and exposes the
reporting channels on the company's
website to facilitate informants to report.
In addition, informants will be rewarded
for true cases.
The
Company
has
established
a
"Reporting System", and it is clear that the
identity of the informants and the content
of the report are kept confidential.
The
Company
has
established
a
"Reporting System" and clearly stated that
the company has taken measures to
protect
whistleblowers
from
being
improperly
handled
due
to
whistleblowing.
















None
None
None
IV. Enhancing Information
Disclosure
Does the Company disclose the
contents of its Code of Integrity
Management and promote its
effectiveness on its website and
MOPS?
The
company
discloses
relevant
information on the company website and
MOPS.


None
V. If a Company has its own code of integrity management in accordance with the Ethical Corporate
Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe the
differences between its operation and the codes: None.
VI. Other important information that will help us to understand the integrity management of the Company
(e.g. when the Companyreviews and amends its Code of IntegrityManagement): None.

Note 1: The statements shall be made in Summary column no matter if Y or N is checked in Operation situation column.

(VII) Ways to inquire about corporate governance codes and related regulations:

  1. The Company regularly reveals updated information on the website: http://www.fopco.com.tw 2. The company's website information is collected and maintained by dedicated personnel. Publicly disclosed financial business information is available on the website for public reference.

(VIII)Other important information that can enhance the understanding of the operation of corporate governance should be disclosed together: None.

44

(IX) Implementation status of internal control system

1. Statement of Internal Control

FORMOSA OILSEED PROCESSING CO., LTD.

Statement of Internal Control

Date: March 25[th] , 2021

  • Based on the results of our self-assessment, the Company’s internal control system for 2020 is hereby declared as follows: I. The Company knows that establishing, enforcing, and maintaining an internal control system is the responsibility of the Company's Board of Directors and managers and has such a system in place already. It is meant to reasonably ensure fulfillment of the operational efficacy and efficiency (including profits, performance, and protection of asset security), reliability, timeliness, and transparency of financial reports, and compliance with applicable laws and regulations, among other goals.

  • II. The internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide reasonable assurance for the achievement of the above three objectives. Moreover, due to the change of environment and circumstances, the effectiveness of the internal control system may change accordingly. However, the Company’s internal control system has a self-monitoring mechanism. Once the deficiencies are identified, the Company will take corrective action.

  • III.The Company determines the effectiveness of the design and implementation of its internal control system in accordance with the items in "Governing Regulations for Public Company's Establishment of Internal Control System" (hereinafter called "Governing Regulations") that are related to the effectiveness of internal control systems. The items adopted in the Governing Regulations for determining the internal control system are the five constitutional elements of the internal control system divided according to the management and control process: 1. control environment, 2. risk assessment, 3. control process, 4. information and communication, and 5. supervision. Each element further encompasses several items. Please refer to the "Governing Regulations" for details.

  • IV. The Company has adopted the abovementioned determining items and conducted inspection of the design and effectiveness of its internal control system.

  • V. Pursuant to the results of the abovementioned inspections, the Company is of the view that the design and implementation of its internal control system as of December 31, 2020 (including its supervision and management of subsidiaries), including its awareness of the extent by which the operating effects and efficiency goals are fulfilled, reliability, timeliness, and transparency of reports, and compliance with relevant laws and regulations, are such that it is effective and capable of reasonably ensuring fulfillment of the above-mentioned goals.

  • VI. This Statement constitutes a major part of the Company's Annual Report and the Company's Prospectus that are made available to the public. The Company shall be legally liable under Articles 20, 32, 171 and 174 of the Securities and Exchange Act with respect to any unlawful aspects such as falsehood or concealment of facts in relation to the aforesaid statement.

  • VII. This Statement was approved at the meeting of the Company's Board of Directors on March 25, 2021 with none of the 9 directors attending the meeting expressing dissent. All agreed on the contents of this Statement.

FORMOSA OILSEED PROCESSING CO., LTD.

==> picture [237 x 63] intentionally omitted <==

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

Chairman : Signature
----- End of picture text -----

General Manager: Signature

45

FOPCO

  1. When a CPA is authorized to review the internal control system, the Project Audit Report of Internal Control System prepared by the CPA shall be disclosed:

The Company complies with the letter No. 1091800746 of the Taiwan Stock Exchange, ”Your company's internal control system has major deficiencies in the design or implementation. Please appoint at least a non-contracted CPA to conduct a project audit of the internal control system in 2019 and issue an audit report...”. Therefore, the company commissioned non-contracted CPAs from PwC Taiwan on March 26, 2020 to implement the company's 2019 internal control system project audit. The project audit report is as follows:

Formosa Oil Processing Company Limited Project Audit Report of Internal Control System

We have audited the Statement, provided by Formosa Oilseed Processing Company Limited ( the Company) on March 27th, 2020, which concerns the internal control system related to the Company itself, external financial reporting, and safeguarding of asset security failing to maintain the effectiveness of design and implementation after an evaluation at December 31st, 2019 as the attachment.

Maintaining the effectiveness of the internal control system and evaluating its effectiveness is the responsibility of the management hierarchy. Our responsibility is to provide opinions toward the effectiveness of the internal control system and the Company’s internal control system statement according to the audit result.

We conduct audits in accordance with “Regulations Governing Establishment of Internal Control Systems by Public Companies” and the auditing standards generally accepted in the Republic of China to obtain reasonable assurance whether the aforementioned internal control system of the Company maintains validity in all material respects. The auditing work includes gaining an understanding of the internal control, testing and assessing the effectiveness of the internal control design, and other audit processes which are considered necessary. We believe the auditing work provides a reasonable basis on which to express opinions.

Material defects in the internal control system related to external financial reporting mean there are multiple defects exist in the internal control system which cannot reasonably assure the Company to start, permit, record, process, or report transactions, or can make the risk of material misstatements exceed negligible possibility in external financial statement which are hard to prevent or detect.

Material defects in the internal control system related to the safeguarding of asset security mean the internal control system cannot reasonably assure the timely prevention or

46

detection of the acquisition, use, and disposal of major assets under unauthorized conditions.

As the Statement described, the following material defects are existing in the design and implementation of the internal control system within the period:

  1. In the partial internal control system, written rules are not set up or actual operating procedures are not renewed according to the law.

  2. The decision-making process of investment and transaction is not appropriately authorized and evaluated.

  3. Managerial rules on some stakeholders are not appropriately set up.

Every internal control system has inherent limitations. Therefore, the internal control system of the Company might not be able to prevent or detect errors or fraud that have occurred. Besides, compliance to the internal control might decrease due to the change of the future environment. An effective internal control system in this period does not ensure its effectiveness in the future.

In our opinion judging by the assessment items to the efficacy of internal control systems in “Regulations Governing Establishment of Internal Control Systems by Public Companies,” the internal control system related to the Company, the external financial reporting, and safeguarding of asset security, which was designed and Implemented on December 31st, 2019, does not maintain its effectiveness in partially material respects due to the aforementioned material defects affecting the achievement of the control objectives. The Statement, which concerns the internal control system related to the Company itself, external financial reporting, and safeguarding of asset security failing to maintain the effectiveness of design and implementation provided by the Company on March 27th, 2020, present fairly in all material respects.

The purpose of issuing the audit report is to provide necessary information for the Company and the Taiwan Stock Exchange Corporation to understand and evaluate the internal control system.

PwC Firm Auditors XU,LIN-SHUN XIAO,CHUN-YUAN July 1st, 2020

47

FOPCO

  • (X) Any legal sanctions against the Company or its internal personnel, or any disciplinary action taken by the Company against its own personnel for violating internal control requirements, in the latest year and up to the date this Annual Report was printed; if the outcome of the disciplinary actions would affect the shareholders’ interests or the share price materially, the description of the action, major deficiencies and improvements shall be specified: None.

  • (XI) Important decision reached in shareholders' meetings and made by the Board of Directors and the Compensation Committee in the latest year and up to the date this Annual Report was printed:

    1. Implementation of the resolutions of the general shareholders' meeting:

Important decisions made in the 2020 general shareholders’ meeting: (1)Approval of the 2019 annual business report, parent company only financial statements and consolidated financial statements

(2)Approval of the 2019 surplus distribution proposal

Implementation status: Set August 18, 2020 as the distribution base date, and September 10, 2020 as the distribution date. (Cash dividend of 1.30 NTD per share)

  1. Implementation of the resolutions of the interim shareholders meeting:

Contents and implementation of important resolutions of the first interim meeting of shareholders in 2020:

(1) By-election for the independent director of the company.

。 List of Independent Directors elected:LU HSIN-HWA

(2) Approval of lifting the prohibition on competition for new independent directors of the company.

  1. Critical resolutions of the board of directors:

48

Meeting Critical resolutions Date 2020.01.03 1. Approved candidates nominated for independent directors through the company's first interim meeting of shareholders in 2020. 2020.01.20 1. Approved the company's 2019 year-end bonus distribution plan for managers. 2. Approved company’s application to three financial institutions including Bank SinoPac for the renewal of the financing lines and the change of joint guarantor. 3. Approved the company's appointment of supervisors of NINGBO FORMOSA OILSEED PROCESSING LTD. 2020.02.27 1. Approved the proposal of reappointing the salary and compensation committee of the company. 2020.03.27 1. Approved the company's 2019 annual business report. 2. The amount and method of withdraw of 2019 profit for employee compensation and compensation for directors and supervisors。 3. Approved the company's 2019 individual financial statements. 4. Approved the company's 2019 consolidated financial statements and its subsidiaries. 5. Approved the 2019 surplus distribution proposal. 6. Approved the company's 2020 business plan. 7. Approved the revision of some provisions of the company's internal control system. 8. Approved the company's 2019 "Internal Control System Effectiveness Assessment" and "Internal Control System Declaration". 9. Approved the company's application to CHB Bank and other eight financial institutions for the renewal of financing lines and the change of the joint guarantor. 10. Approved the formulation of the company’s "Board Performance Evaluation Measures". 11. Approved the amendment to the company’s “Articles of Association of the Employee Welfare Committee”. 12. Approved the amendment to some of the provisions of the company's "Integrity Management Operating Procedures and Behavior Guidelines". 13. Approved the financial supervisor change case. 14. Approved the proposal for convening the 2020 regular shareholders meeting. 2020.05.13 1. Approved the consolidated financial statements of the company and its subsidiaries for the first quarter of 2020. 2. Approved the case of renewing financing lines and changing the joint guarantor from six financial institutions including Mega Bank. 3. Approved the formulation of the "Measures for the Independence Evaluation of Financial Reporting Certified Public Accountants" of the company. 4. Approved the amendment to some of the provisions of the company's "Code of Practice on Corporate Governance". 5. Approved the amendment to some of the provisions of the company's "Code of Practice for Corporate Social Responsibility". 2020.05.22 1. Approved the proposal of appointing directors and nominating supervisors of the subsidiary TOP FOOD INDUSTRY CORPORATION by the company. 2020.07.27 1. Approved the company's proposal for the 2020 ex-dividend base date. 2. Approved the company’s update with and revision of relevant internal control cycle operating procedures and management methods. 3. Approved the revision of the company’s "Layered Responsibility Measures". 4. Approved the company application to three financial institutions including Mega Banking Corporation for the renewal of the financing line upon expiry. 2020.08.12 1. Approved the consolidated financial statements of the company and its subsidiaries for the second quarter of 2020. 2. Approved the company's revision with internal control system-investment planning operations. 3. Approved the company's revision with "layered responsibility approach". 4. Approved the company ‘s endorsement and guarantee with the subsidiary TOP FOOD INDUSTRY CORPORATION

49

FOPCO

Meeting Critical resolutions Date 5. Approved the company application to four financial institutions including Taishin Bank for the renewal of the financing line on expiry. 2020.09.08 Approved the company's reassignment of the director of Sun Company’s NINGBO FORMOSA OILSEED PROCESSING LTD. 2020.10.28 1. Approved the proposal for the distribution of the remuneration amount of the directors and supervisors of the company for 2019. 2. Approved the company's 2019 annual manager employee compensation allocation proposal. 3. Approved revisions of some authorized items with the company's "Layered Responsibility Measures". 4. Approved our company’s application to two financial institutions including Taiwan Cooperative Bank for the renewal of the financing lines on expiry. 2020.11.11 1. Approved the consolidated financial statements of the company and its subsidiaries for the third quarter of 2020. 2. Approved the accountant's independence and competency assessment. 3. Approved the company’s application to Panhsin Bank for the renewal of the financing line on expiry. 4. Approved the company's 2021 audit plan. 5. Approved the formulation of the company's "Internal Auditor Appointment and Dismissal, Evaluation, Salary and Remuneration Measures". 6. Approved revisions of some authorized items with the company's "Layered Responsibility Method". 7. Approved the promotion of Chang Chih Pin from the Raw Material Department to the deputy general manager of the company's business group. 8. Approved the company's budget proposal for adding new factories in the Taichung Port Area. 2020.12.24 1. Approved the revision of the company’s "Accounting System". 2. Approved the revision of the company’s "internal control system" 3. Approved the company’s application to four financial institutions including Kaohsiung Bank for the renewal of the financing lines upon expiry. 2020.01.07 1. Approved the revision of the company's "Management Measures for Year-end Bonus Distribution and Annual Staff Remuneration Distribution". 2. Approved the company's year-end bonus distribution plan for managers for the year 2020. 2020.03.25 1. Approved the company's business report for the year 2020. 2. Approved the company's individual financial statements for the year 2020. 3. Approved the consolidated financial statements of the company and its subsidiaries for the year 2020. 4. Approved the surplus distribution proposal for the year 2020. 5. Approved the company's profit withdrawing employee remuneration and the amount and method of directors' remuneration for the year 2020. 6. Approved the company's business plan for the year 2021. 7. Approved the company's "Internal Control System Effectiveness Assessment" and "Internal Control System Declaration" for the year 2020. 8. Approved the company's application to five financial institutions including Hua Nan Bank for the renewal of the financing lines on expiry and the new line. 9. Approved the revision of the company's "organization system". 10. Approved the revision of some of the provisions of the company’s "Accounting System". 11. Approved the revision of the provisions of the company's "Director Election Measures". 12 Approved amendments to some of the provisions of the "Rules of Procedures for Shareholders' Meetings" of the company.

50

Meeting Critical resolutions Date 13. Approved the proposal for convening the regular shareholders meeting for the year 2021. 2020.05.12 1. Approved the consolidated financial statements of the company and its subsidiaries for the first quarter of 2021. 2. Approved the company's application to six financial institutions including First Commercial Bank for the renewal of the financing lines on expiry and the new line. 3. Approved to set up a corporate governance supervisor. 4. Approved the company's appointment of director and supervisors of JUNG SHIANG INTERNATIONAL CO., LTD.

  • (12) In the most recent year and as of the publication date of the annual report, directors or supervisors have different opinions on important resolutions approved by the board of directors and have records or written statements, and their main content: None.

  • (13) In the most recent year and as of the printing date of the annual report, the summary table of the resignation and dismissal of the company’s chairman,general manager, accounting supervisor, financial supervisor, internal auditsupervisor, corporate governance supervisor, and R&D supervisor, is as follows:

Summary table of the resignation and dismissal of relevant persons in the company

company
Title Name Recruitment
date
Dismissal
date
Reasons for resignation or
dismissal
Finance
Associate
Chen Shi-zhang 2016.03.28 2020.03.16 Transferred to be the special
assistant to the chairman of the
subsidiary

Note:The relevant persons of the company refer to the chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance supervisor and R&D supervisor, etc.

51

FOPCO

V. Information on Accountant Fees

Public Accountant Information

Accounting Firm Name Accountant’s Name Accountant’s Name Audit Period Remark
Deloitte United Accounting
Firm
Liao Wanyi Chen
Zhaomei
2020.01.01-2020.12.31 Financial
Statement
Verification
Visa
Pwc United Accounting Firm Xu Linshun Xiao
Chunyuan
2019.01.01-2019.12.31 Project review
of internal
control system

Note: If the company has changed accountants or accounting firms this year, please list the inspection period separately and explain the reason for the replacement in the remarks column.

Amount Unit New Taiwan Dollar ‘000

Public Expenses Item
Amount Level
Public Expenses Item
Amount Level
Public Audit
Expenses
Non-Public
Audit
Expenses
Total
1 Less than NTD 2,000,000 - - -
2 2,000,000inclusive)~4,000,000 2,780 2,284 -
3 4,000,000inclusive)~6,000,000 - - 5,064
4 6,000,000inclusive)~8,000,000 - - -
5 8,000,000inclusive)~10,000,000 - - -
6 10,000,000inclusiveand above - - -
  1. If the non-audit public expenses paid to the certified public accountant, the certified public accountant's firm and its affiliated companies are more than one-fourth of the audit public fee, the amount of the audited and non-audited public fee and the content of the non-audit service shall be disclosed:

Amount Unit New Taiwan Dollar’000

Accounting Firm
Name
Accountant
’s Name
Public
Expenses
Non-Audited Public Expenses Non-Audited Public Expenses Non-Audited Public Expenses Non-Audited Public Expenses Non-Audited Public Expenses Inspection
Period by
Accountant
Remark
System
Design
Business
Registration
Human
Resources
Others Subtotal
Deloitte United
Accounting Firm
Liao Wan-yi
Chen Zhao-
me
2,780 - 44 - - 44 2020.01.01
to
2020.12.31
None
Deloitte United
Accounting Firm
Kang Yu-ye - - - - 160 160 2020.01.01
to
2020.12.31
Note1
Deloitte United
Accounting Firm
Wu Shi-zong
-
- 400 400 2020.01.01
to
2020.12.31
Note2
Pwc United
Accounting Firm
Xu Lin-shun
Xiao Chun-
Yuan
- - - - 1,680 1,680 2019.01.01
to
2019.12.31
Note3
  • Note 1: Other items of non-audit public expense: NTD 160,000 for transfer pricing research analysis. Note 2: Other items of non-audit public expense: NTD 400,000 for the corporate social responsibility report.

Note 3: Other items of non-audit public expense: NTD 80,000 for the project review of the internal control system.

  1. If the accounting firm is replaced and the public audit expense paid during the

52

replacement year is less than the public audit expense of the previous year, the amount and reason for the audit public expense before and after the replacement shall be disclosed: Not applicable.

  1. The public audit fee has been reduced by more than 15% compared with the previous year. The amount, proportion and reason for the reduction of public audit fee should be disclosed: Not applicable.

53

FOPCO

VI. Information on Change of Accountant :

(1) About the former accountant

Date of Change March 27,2019 March 27,2019 March 27,2019 March 27,2019 March 27,2019
Reason for change and
description
Accountant Liao Wanyi and accountant Chen Zhaomei replaced
with Accountant Xie Jianxin and Accountant Chen Zhaomei for
the adjustment of internal accountingfirm.
State that the appointed
person or accountant
terminated or refused
to accept

Party
Situation
Accountant Appointer
No longer accept
(continue) appointment
V
Opinions and reasons
for the inspection
report other than
unqualified opinions
issued within the latest
twoyears
Not applicable
Opinions and reasons
for the inspection
report other than
unqualified opinions
issued within the latest
two years
Whether there is any
disagreement with the
issuer
Yes Accounting principles orpractices
Disclosure of financial reports
Check scope or steps
Others
None V
Description
Other disclosures
(Article 10, paragraph
6, item 1 (4) to item 1
(7) should be
disclosed)
Not applicable
Date of Change October 16,2019
Reason for replacement
and description

For the internal operation and management requirements of the
company, accountants Zhang Jinde and Huang Zhifu of Crown
Union Accounting Firm replaced with Deloitte Union Accounting
Firm accountants Liao Wanyi and Chen Zhaomei.
State that the appointed
person or accountant
terminated or refused
to accept

Party
Situation
Accountant Appointer
Voluntary termination
of appointment
V
No longer accept
(continue)appointment

54

Opinions and reasons
for the inspection
report other than
unqualified opinions
issued within the latest
twoyears
Not applicable Not applicable Not applicable
Whether there is any
disagreement with the
issuer
Yes Accounting principles orpractices
Disclosure of financial reports
Check scope or steps
Others
None V
Description
Other disclosures
(Article 10, paragraph
6, item 1 (4) to item 1
(7) should be
disclosed)
Not applicable
Date of change December 25,2019 December 25,2019 December 25,2019 December 25,2019 December 25,2019
Date of change and
description
For the internal operation and management requirements of the
company, Deloitte Union Accounting Firm accountants Liao
Wanyi and Chen Zhaomei accountants replaced with Zhang Jinde
and HuangZhifu of Crown Union AccountingFirm.
State that the appointed
person or accountant
terminated or refused
to accept

Party
Situation
Accountant Appointer
Voluntary termination
of appointment
V
No longer accept
(continue)appointment
Opinions and reasons
for the inspection
report other than
unqualified opinions
issued within the latest
twoyears
Not applicable
Whether there is any
disagreement with the
issuer
Yes Accounting principles orpractices
Disclosure of financial reports
Check scope or steps
Others
Non
e
V
Description

55

FOPCO

Other disclosures
(Article 10, paragraph
6, item 1 (4) to item 1
(7) should be
disclosed)
Not applicable

(II) Regarding the successor accountant

Firm name Deloitte Union AccountingFirm
Accountant name Accountants Liu Wanyi and Chen Zhaomei
Date of appointment March 27th2019
Accounting treatment methods or
accounting principles and the
opinions on the possible issuance of
financial reports consultation matters
and results for specific transactions
before appointment
No such situation
Written opinion of the successor
accountant on the dissenting opinion
of the former accountant
No such situation
Firm name Crown Union AccountingFirm
Accountant name Accountants ZhangJinde and HuangZhifu
Date of appointment Oct. 16th 2019
Accounting treatment methods or
accounting principles and the
opinions on the possible issuance of
financial reports consultation matters
and results for specific transactions
before appointment
No such situation
Written opinion of the successor
accountant on the dissenting opinion
of the former accountant
No such situation
AcccountingFirm Deloitte Union AccountingFirm
Accountant’s name Accountant Liu Wanyi and Chen Zhaomei
Date of appointment Dec. 25th2019
Accounting treatment methods or
accounting principles and the
opinions on the possible issuance of
financial reports consultation matters
and results for specific transactions
before appointment
No such situation

56

Written opinion of the successor No such situation accountant on the dissenting opinion of the former accountant

  • (III) The reply to the items in Item 1 and Item 2 of Article 10, Paragraph 6 of this Standard with the previous accountant's: No such situation.

  • VII. Disclosure of the Name and Position of the Person, and the Duration of Employment at the Accounting Firm or Its Affiliated Enterprise Where the Company’s Chairman, President, or Any Managerial Officer in Charge of Finance or Accounting Matters Has in the Most Recent Year Held a Position at the Accounting Firm That Its Certifying Accountant Works for or at an Affiliated Enterprise of Such Accounting Firm.

57

FOPCO

VIII. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests by a Director, Supervisor, Managerial Officer or Shareholder with a Stake of More Than 10 Percent

(I) Shareholding changes of directors, supervisors, managers and major shareholders:

Unit Share

UnitShare UnitShare
2020 The current year as of
April 26
Job Title Increase
Increase
Increase

Note(1)
Name Number of
equities
held
(decrease)
number of
pledged
equities
(decrease)
number of
equities
held
(decrease)
number of
pledged
equities
Chairman of
the Board
Jin Sheng Investment
Co.,Ltd
Representative
ShuYi-Cheun
Deputy
Chairman
Tai Sheng Ocean
DevelopmentCo.,Ltd
Representative
Lin Yueh-Tin
Director TaiI Sheng Ocean
DevelopmentCo.,Ltd
Representative
Wu Mei-Hung(Note3)
5,000
Representative
YehWen-Lung (Note3)
Director Morn Sun Feed Mill
Corp.
(178,000)
Representative:
Huang Qiang
(459)
Director Huaide Insurance Agent
Company

965,000
264,000
Representative
Hsu Wei-Ping
Director Youwei Investment Co.,
Ltd.
Representative:
LinWen-peng
Independent
Director

Chen Chong-Rui
Independent
Director

Huang Shi-Hui

58

2020 2020 The current year as of
April 26
The current year as of
April 26
Job Title Increase
Increase
Increase

Note(1)
Name Number of
equities
held
(decrease)
number of
pledged
equities
(decrease)
number of
equities
held
(decrease)
number of
pledged
equities
Independent
Director
Lu Hsin-Hwa
General
Manager
Shu, Yi-Cheun
Major
Shareholder
Kuan Yiao-Lan (1,000,000)
  • Note 1: Shareholders holding more than 10% of the company’s total shares should be marked as major shareholders and listed separately.

  • Note 2: If the counterparty of the equity transfer or equity pledge is a related person, the following table should be filled out.

  • Note 3: Changes in the representative re-appointment of Taisheng Ocean Development Co., Ltd.:

  • 2020.09.08 Wu Meihong resigned

  • 2021.02.22 Ye Wenlong resigned

  • 2021.02.22 re-appointed Wu Meihong

  • (II) Equity transfer information: The counterparty of the equity transfer is not a related party, so it is not applicable.

  • (III) Equity pledge information: The counterparty of the equity pledge is not a related party, so it is not applicable.

59

FOPCO

IX. Information on the Relationship between the Top Ten Shareholders If They Are to Each Other a Related Party as Defined in the Statement of Financial Accounting Standards No. 6, or the Spouse or a Relative within the Second Degree of Kinship

April 26, 2021

Name
(Note1)
Shares held Shares held Shares held by
spouses and/or
children of minor age
Shares held by
spouses and/or
children of minor age
Shares held
through
nominees
Shares held
through
nominees
The name or name and
relationship of the top ten
shareholders who have a
relationship with each other or
are a spouse, a second parent,
etc.(Note 3)
The name or name and
relationship of the top ten
shareholders who have a
relationship with each other or
are a spouse, a second parent,
etc.(Note 3)
Note
Number of
shares
Shareh
olding
ration
Number of
shares
Sharehol
ding
ration
Number
of
shares
Shareh
olding
ration
Name Relation
Shin Tai Industry Co.,Ltd
Representative:
Wu Xingcheng
21,650,939
4,509,765
9.90
2.06




Shin Fong
Trading
Co.,Ltd
The same person as
the chairman
Anding
Investment
Co.,Ltd.
The same person as
the chairman
Anding
Investment
Co.,Ltd.
The same person as
the chairman
Wu Jinquan Father and son as
The company
chairman
Qunshengfa Company
Ltd
Representative:
Shu Yi-Cheun
21,450,000
1,559,865
9.81
0.71

11,071

0.01


Kuan Yiao-
Lan
Mother and son as
The company
chairman
Sheu Jong-
Ming
Father and son as
The company
chairman
Chen Shin Investment
Company Ltd.,
Representative:
HuangYunhui
20,843,659
332,113
9.53
0.15

10,793



Anda Investment
Company Ltd.,
Representative:
Wu Xingcheng
20,734,194
4,509,765
9.48
2.06




Shin Tai
Industry
Co.,Ltd.
The same person as
the chairman
Shin Fong
Trading
Co.,Ltd
The same person as
the chairman
Anding
Investment
Co.,Ltd.
The same person as
the chairman
Wu Jinquan The same person as
the company
chairman
Kuan Yiao-Lan 17,103,887 7.82 9,305,103 4.25 Sheu Jong-
Ming
Spouuse
Qunshengfa
Company
Ltd
Mother and son as
The company
chairman
Shin Fong Trading
Co., Ltd
16,833,867 7.70 Anding
Investment
Co., Ltd.
The same person as
the chairman
Shin Tai
Industry
Co.,Ltd
The same person as
the chairman
Representative:
Wu Xingcheng
4,509,765 2.06 Anda
Investment
Company
Ltd.,
The same person as
the chairman

60

Name
(Note1)
Shares held Shares held Shares held by
spouses and/or
children of minor age
Shares held by
spouses and/or
children of minor age
Shares held
through
nominees
Shares held
through
nominees
The name or name and
relationship of the top ten
shareholders who have a
relationship with each other or
are a spouse, a second parent,
etc.(Note 3)
The name or name and
relationship of the top ten
shareholders who have a
relationship with each other or
are a spouse, a second parent,
etc.(Note 3)
Note
Number of
shares
Shareh
olding
ration
Number of
shares
Sharehol
ding
ration
Number
of
shares
Shareh
olding
ration
Name Relation
Wu Jin-
quan
Father and son as
The company
chairman
Sheu Jong-Ming 9,305,103 4.25 17,103,887 7.82 Kua Yiao-
Lan
Spouse
Qunshengfa
Company
Ltd
Father and son as
The company
chairman
Wu Jin-quan 8,889,766 4.06 3,038,855 1.39 ShinN Tai
Industry
Co.,Ltd
Father and son as
The company
chairman
Shin Fong
Trading
Co.,Ltd
Father and son as
The company
chairman
Anding
Investment
Co.,Ltd.
Father and son as
The company
chairman
Anda
Investment
Company
Ltd.,
Father and son as
The company
chairman
Anding Investment Co.,
Ltd.
Representative: Wu
Xingcheng
6,906,962
4,509,765
3.16
2.06




Shin Tai
Industry
Co.,Ltd
The same person as
the chairman
Shin Fong
Trading
Co.,tdd
The same person as
the chairman
Anda
Investment
Company
Ltd.,
The same person as
the chairman
Wu Jin-
quan
Father and son as
The company
chairman
Hsu Wen-Tung 6,293,000 2.88 967,000 0.44

Note 1: All the top ten shareholders should be listed. If they are corporate shareholders, the names of the corporate shareholders and the names of the representatives should be listed separately. Note 2: The calculation of the shareholding ratio refers to the calculation of the shareholding ratio in their own name, spouse, minor children, or in the name of others. Note 3: The shareholders listed in the previous disclosure, including legal persons and natural persons, shall disclose their relationship in accordance with the issuer's financial report preparation standards.

61

FOPCO

  • X. Shares Held by the Company, Directors, Supervisors, Managers of the Company, and Businesses Controlled Directly or Indirectly by the Company of Same Reinvestment Business and Consolidated Calculation of Comprehensive Shareholding Ratio

Comprehensive shareholding ratio

April 26, 2021 Unit: share: %

Reinvestment business (Note) The company's investment The company's investment Business investment directly or
indirectly controlled by directors,
supervisors and managers
Business investment directly or
indirectly controlled by directors,
supervisors and managers
Comprehensive investment Comprehensive investment
Number of
shares
Shareholding
ratio
Number of shares Shareholding
ration
Number of
shares
Shareholding
ratio
Central Union Oil Corp. 20,000,000
33.33
20,000,000 33.33
Formosa Oil Processing
(Panama)S.A.
100 100
TopFood IndustryCorp. 51,963,117
63.16
30,311,819
36.84%

82,274,936

100
Jung Shiang International
CO.,LTD
5,000,000
100
5,000,000
100
FU YOU AN KANG CO.,
LTD..
2,590,800
51
2,590,800
51

Note: An investment made by the company using the equity method.

62

Four. Fundraising

I. Capital and Shares

(I) Source of equity

  1. The number of issued shares and their types in the most recent year and as of the publication date of the annual report:

Unit Share Dollar

UnitShareDollar UnitShareDollar UnitShareDollar
Year,
Month
Issuanc
e price
Authorized capital stock Paid-upcapital Remark
Number of
shares

Amount
Number of
shares
Amount Source of equity Those
who use
property
other than
cash to
offset the
payment
of shares
Others
1994.03 17 80,000,000
800,000,000

72,384,911

723,849,110

Capital increase of
NTD120,000,000
Earnings transferred to capital
increase of NTD 30,291,040
None 1993.11.30 (82)
Taiwan Financial ID
(1) No. 43074
1994.07 10 80,000,000
800,000,000
75,823,194
758,231,940

Earnings transferred to capital
increase of NTD 34,832,830
None 1994.6.6 (83) Taiwan
Finance Certificate
(1)No. 26621
1995.08 17 150,000,000 1,500,000,000 98,605,514
986,055,140

Capital increase of
NTD150,000,000
Earnings transferred to capital
increase of NTD39,911,600
Capital reserve transferred to
capital increase of
NTD37,911,600
None 1995.5.25 (84)
Taiwan Finance ID
(1) No. 28388
1996.09 17 150,000,000 1,500,000,000 130,527,947 1,305,279,470
Cash capital increase of NTD
197,200,000
Earnings transferred to capital
increase of NTD62,861,020
Capital reserve transferred to
capital increase of
NTD59,163,310
None 1996.5.25 (85)
Taiwan Financial
ID(1) No. 31071
1997.09 17 190,000,000 1,900,000,000 161,388,643 1,613,886,430
Capital increase of
NTD174,000,000 in cash
Earnings transferred to capital
increase of NTD 69,342,980
Capital reserve transferred to
capital increase of
NTD65,263,980
None 1997.6.2 (86) Taiwan
Finance ID (1) No.
40485
1998.08 10 190,000,000 1,900,000,000 178,031,847 1,780,318,470
Earnings transferred to capital
increase of NTD85,737,720
Capital reserve transferred to
capital increase of
NTD80,694,320
None 1998.6.18(87)
Taiwan Finance ID
(1) No. 52602
1998.11 25 227,900,000 2,279,000,000 199,541,847 1,995,418,470 Cash capital increase of
NTD215,100,000
None 1998.8.5(87) Taiwan
Finance ID (1) No.
52601
2002.03 10 227,900,000 2,279,000,000 186,787,028 1,867,870,280
Merge with subsidiary Gaoming
Investment Co., Ltd. to reduce
capital byNTD127,548,190
None 2002.3.29 Taiwan
ID(91)Taishentzu
No. 100802
2004.01 10 227,900,000 2,279,000,000 177,210,028 1,772,100,280
The increase in 9,577,000
shares of treasury stocks
revoked, amounting to
NTD95,770,000
None 2004.1.19 Taiwan ID
shentzu No.
0930102111
2004.08 10 227,900,000
2,279,000,000

162,700,028

1,627,000,280

The increase in 14,510,000
shares of treasury stocks
revoked, amounting to
NTD145,100,000
None 2004.8.5 Financial
Supervisory
Commission shentzu
No. 0930136032

63

FOPCO

Year,
Month
Issuanc
e price
Authorized capital stock Authorized capital stock Paid-upcapital Paid-upcapital Remark Remark Remark
Number of
shares

Amount
Number of
shares
Amount Source of equity Those
who use
property
other than
cash to
offset the
payment
of shares
Others
2010.07 14.5 227,900,000
2,279,000,000

169,210,372

1,692,103,720

The first domestic guaranteed
convertible corporate bond
conversion of NTD65,103,000
None 2010.4.27 Taiwan ID
Taishentzu No.
09900107191
2010.09 10 227,900,000
2,279,000,000

174,904,872

1,749,048,720
Earnings transferred to capital
increase of NTD56,945,000
None 2010.8.2 Financial
Supervisory
Commission FaZi
No. 0990040391
2011.09 10 227,900,000
2,279,000,000

181,901,067

1,819,010,670
Earnings transferred to capital
increase of NTD69,961,000
None 2011.7.21Financial
Supervisory
Commission FaZi
No. 100033975
2012.05 13.1 227,900,000
2,279,000,000

181,908,700

1,819,087,000

The first domestic guaranteed
convertible corporate bond
conversion of 76,000
None 2012.5.10 Taiwan ID
No. 10100100791
2012.09 10 227,900,000
2,279,000,000

187,365,732

1,873,657,320

Capital reserve transferred to
capital increase of
NTD54,570,000
None 2012.7.23 Financial
Supervisory
Commission FaZi
No. 1010032775
2012.12 12.4 227,900,000
2,279,000,000

187,389,925

1,873,899,250

The first domestic guaranteed
convertible corporate bond
conversion of 241,000
None 2012.12.19 Taiwan
ID No. 10100284151
2013.04 12.4 227,900,000
2,279,000,000

187,470,569

1,874,705,690

The first domestic guaranteed
convertible corporate bond
conversion of 806,000
None 2013.4.16 Taiwan ID
No. 10200068701
2013.07 12.4 227,900,000
2,279,000,000

196,922,179

1,969,221,790

The first domestic guaranteed
convertible corporate bond
conversion of 94,516,100
None 2013.9.3 Taiwan ID
No. 10200180631
2013.08 12.4 227,900,000
2,279,000,000

196,994,759

1,969,947,590

The first domestic guaranteed
convertible corporate bond
conversion of 725,800
None 2013.9.3 Taiwan ID
No. 10200180631
2013.10 12 227,900,000
2,279,000,000

197,119,758

1,971,197,580

The first domestic guaranteed
convertible corporate bond
conversion of 1,249,990
None 2014.2.17 Taiwan ID
No. 1030002780
2013.11 12 227,900,000
2,279,000,000

199,344,749

1,993,447,490

The first domestic guaranteed
convertible corporate bond
conversion of 22,249,910
None 2014.3.11 Taiwan ID
No. 1030004401
2013.12 12 227,900,000
2,279,000,000

201,436,410

2,014,364,100

The first domestic guaranteed
convertible corporate bond
conversion of NTD20,916,610
None 2014.3.11 Taiwan ID
No. 1030004401
2014.04 12 227,900,000
2,279,000,000

202,669,739

2,026,697,390

The first domestic guaranteed
convertible corporate bond
conversion of
NTD12,333,290
None 2014.6.11 Taiwan ID
No. 10300112441
2014.08 12 227,900,000
2,279,000,000

202,994,737

2,029,947,370

The first domestic guaranteed
convertible corporate bond
conversion of NTD3,249,980
None 2014.8.21 Taiwan ID
No. 10300172581
2014.12 12 227,900,000
2,279,000,000

211,253,058

2,112,530,580

The first domestic guaranteed
convertible corporate bond
conversion of
NTD82,583,210
None 2014.12.9 Taiwan ID
No. 10300025696
2015.02 12 227,900,000
2,279,000,000

218,703,051

2,187,030,510

The first domestic guaranteed
convertible corporate bond
conversion of
NTD74,499,930
None 2015.2.16 Taiwan ID
No. 10400030181

64

Note 1: The data for the current year as of the publication date of the annual report should be filled in.

Note 2: The effective (approved) date and document number should be noted for the capital increase. Note 3: Those who issue shares below the par value should be marked in a prominent way.

Note 4: If currency claims and technology are used to offset shares, it should be stated, and the type and amount of offset should be noted. Note 5: Those belonging to private placements should be marked in a prominent way.

UnitShare UnitShare UnitShare UnitShare UnitShare
Listed Unlisted Total
Issued shares Unissued
shares
Listed Unlisted Total
Registered
ordinaryshares
218,703,051 218,703,051 81,296,949 300,000,000

Note: Please note whether the stock is a listed or OTC company stock (if it is a restricted listing or OTC trader, a note should be added).

  1. Information about the general declaration system: Not applicable.

(II) Shareholder Structure

April 26,2021 April 26,2021
Shareholder
structure
Number


Government
agency

Financial
institution
Other legal
persons
Personal Foreign
institutions
and outsiders
Total
Number of
people
1 52
20,625
43 20,721
Number of
shares held
40,000 141,878,565
74,833,740
1,950,746 218,703,051
Shareholding
ratio
0.02% 64.87%
34.22%
0.89% 100%

Note: Mainland Chinese investors’ holding ratio: None.

Note: The companies and counter companies listed first (counter) should disclose the proportion of their Mainland Chinese investors’ shares; Mainland Chinese investors’ refer to people, legal persons, organizations, and other institutions in the mainland as stipulated in Article 3 of the Rules Governing Permits for People in Mainland China Investing in Taiwan or a company invested in a third region.

65

FOPCO

(III) The situation of equity dispersion

1. Ordinary share NTD10 per share

April 26,2021
Holding grade Number of
shareholders
Number of shares
held
Shareholding ratio
(%)
1 to 999 17,656
911,892

0.42
1,000 to 5,000 2,557
4,767,762

2.18
5,001 to 10,000 260
1,936,398

0.89
10,001to to 15,000 77
955,021

0.44
15,001 to 20,000 28
512,151

0.23
20,001 to 30,000 33
809,089

0.37
30,001 to 50,000 29
1,099,960

0.50
50,001 to 100,000 18
1,199,238

0.55
100,001 to 200,000 11
1,463,478

0.67
200,001 to 400,000 18
4,892,584

2.24
400,001 to 600,000 3
1,291,451

0.59
600,001 to 800,000 2
1,338,561

0.61
800,001 to 1,000,000 2
1,964,000

0.90
1,000,001and above 27
195,561,466

89.41
Total 20,721
218,703,051

100.00
  1. Special shares: The Company does not issue special shares.

(IV) List of major shareholders (major shareholders holding more than 5% of the shares)

April 26, 2021

April 26,2021
Share
MajorShareholders’Name
Number of shares
held (shares)
Shareholding ratio
(%)
Shin Tai IndustryCo.,Ltd 21,650,939 9.90
Qunshengfaco.,ltd. 21,450,000 9.81
Chengxin Investment Co.,Ltd. 20,843,659 9.53
Anda InvestmentCo.,Ltd. 20,734,194 9.48
Guan Yao-zhan 17,103,887 7.82
Shin FongTrading Co.,Ltd 16,833,867 7.70
Sheu Jong-Ming 9,305,103 4.25
Wu Jin-quan 8,889,766 4.06
AndingInvestmentCo.,Ltd. 6,906,962 3.16
Hsu Wen-Tung 6,293,000 2.88

66

  • (V)The stock market price per share, net value, surplus, dividend and related information in the last two years

Unit New Taiwan Dollars

Item Year Year
2019
2020 The current year as of
March 31, 2021 (Note
8)
Market
price per
share
(Note1)
Highest 83.4 40.8 55
Lowest 32.0 26.3 36.6
Average 57.72 34.32 43.81
Net worth
per share
(Note2)
Before distribution 14.66 15.08 15.99
After distribution 13.36
Earnings
per share
(Note3)
Weighted average number of shares
(thousand shares)
218,703 218,703 218,703
Earnings per share (Note 3) 1.55 1.72 0.91
Divided
per share
Cash dividend 1.3 1.4(note9)
Bonus
Shares
Retained Earnings
Capital reserve allotment
Accumulated unpaid dividends (Note 4)
Investment
remuneration
Analysis
P/E ratio(Note 5) 37.24 19.95 48.14
P/L ratio (Note 6) 44.4 24.51
Cash dividend yield (Note 7) 2.25% 4.08%
  • *If surplus or capital reserve is used to increase capital, the information of the retrospectively adjusted market price and cash dividends should be disclosed according to the number of shares issue.

  • Note 1: List the highest and lowest market prices of common stocks in each year, and calculate the average market prices for each year based on the transaction value and volume of each year.

  • Note 2: Fill in the list based on: (1) the number of issued shares at the end of the year and (2) the resolution of the shareholders meeting in the following year.

  • Note 3: If retrospective adjustment is required due to circumstances such as gratuitous allotment, the earnings per share before and after adjustment shall be shown.

  • Note 4: If the equity securities issuance conditions stipulate that the dividends that have no been paid in the current year are accumulated to the year of surplus, the accumulated and unpaid dividends as of the current year shall be disclosed separately.

  • Note 5: P/E ratio = average closing price per share for the year/earnings per share.

  • Note 6: P/E ratio = average closing price per share for the year/cash dividend per share.

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

  • Note 8: The net value per share and earnings per share should be filled in with the information verified (reviewed) by an accountant as of the date of publication of the annual report; the remaining fields should be filled in with the data of the current year ending on the date of publication of the annual report.

  • Note 9: The 2021 regular meeting of shareholders proposes to discuss a cash dividend of NTD 1.40.

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  • (VI) Explanation of the company's dividend policy, implementation status and expected major changes

  • The dividend policy stipulated in the company's articles of association The company’s dividend payment policy is based on the principle of maintaining the company’s long-term financial structure and the growth and expansion of future operations. Stock dividends are distributed to retain the required funds. The rest can be distributed in the form of cash dividends, but cash dividends couldn’t be less than10% of the total dividend. If the cash dividend per share is less than NTD 0.1, no cash dividend will be distributed.

  • The proposed dividend distribution at the shareholders meeting: The 2021 regular meeting of shareholders proposes to discuss a cash dividend of NTD 1.40.

  • (VII) The impact of the free allotment proposed at this meeting of shareholders on the Company's operating performance and earnings per share: Not applicable.

(VIII) Remuneration of employees, directors and supervisors

  1. The amount or scope of remuneration for employees, directors and supervisors is stated in the articles of association

The company’s current articles of association stipulate: Article 31:

  • If the company makes a profit during the year (the so-called profit refers to the pre-tax benefit deducting the benefit before the distribution of employee compensation and directors' compensation), then 2% to 4%of the profitshould be allocated for employee compensation and no more than 4% of the profit should be allocated- for directors' compensation. However, when the company still has accumulated losses (including adjustments to the amount of undistributed surplus), it shall reserve the compensation amount in advance.

The employee remuneration in the preceding paragraph can be paid in stocks or cash, and the recipients may include employees of affiliated companies who meet certain conditions. The remuneration of the directors mentioned in the preceding paragraph can only be paid in cash.

  • The first two items shall be implemented by the resolution of the board of directors and reported to the shareholders meeting.

  • If there is a discrepancy with the estimated number, there’s an accounting treatment with estimated basis for the compensation of employees, directors and supervisors in the current period, calculation basis for the number of shares of employee compensation distributed by stocks, and actual distribution amount:

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The estimated amount of remuneration payable to employees of the company for 2020 is NTD 9,191,070; the estimated amount of remuneration payable to directors is NTD 9,191,070. The preceding remuneration for employees and directors and supervisors is calculated based on the 2020 pre-tax benefits before deducting the distribution of employee remuneration and directors and supervisors’ remuneration. If there is a change in the actual disbursement amount decided by the shareholders' meeting, it shall be handled according to the changes in accounting estimates and adjusted and recorded in the accounts during the year of the shareholders' meeting resolution. If the shareholders' meeting decides to use stocks to pay employee compensation, the number of shares is determined by dividing the amount distributed by the resolution by the fair value of the stock. The fair value of the stock is based on the closing price on the day before the resolution of the shareholders' meeting, taking into account the effect of exdividends as the basis for calculation.

  1. Remuneration distribution approved by the board of directors:

  2. (1) Remuneration for employees and the amount of compensation for directors and supervisors distributed in cash or stocks.

Unit New Taiwan Dollars

Item Amount
Employee cash compensation 9,191,070
Employee stockcompensation None
Directors' remuneration 9,191,070

There is no difference between the remuneration approved by the board of directors and the estimated amount in the 2020 financial statements.

  • (2) The amount of employee remuneration distributed by stocks and its proportion to the total amount of individual or individual financial report after-tax net profit and total employee remuneration for the current period: Not applicable.

  • The actual distribution of the remuneration of employees, directors and supervisors in the previous year, the number of differences between the remuneration of employees and directors, and the reasons and handling of the differences:

    • The company's cash remuneration for employees in 2019: NTD 8,165,339, and the remuneration of directors and supervisors: NTD 8,165,339. There is no difference between the actual distribution amount and the recognized amount.
  • (IX) The situation of the company buying back the company's shares: None.

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  • II. Information on the Company’s Issuance of Corporate Bonds: None.

  • III. Information on the Company’s Issuance of Preferred Shares: None.

  • IV. Information on the Company’s Issuance of Global Depository Receipts: None.

  • V. Information on the Company’s Issuance of Employee Share Subscription Warrants: None.

  • VI. Information on the Company’s Issuance of New Restricted Employee Shares: None.

  • VII. Information on the Company’s Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies : None

  • VIII. Implementation of the Company's Capital Allocation Plans. : None

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Five. Overview of Operations

I. Business content

(I) Business scope

  1. Main business content

  2. (1) Production and sales of soybean powder, full-fat cooked soybean powder, soybean oil (salad oil), egg lecithin, palm oil, flour, bran, flour, wheat germ and other products.

  3. (2) Manufacture and sales of feed, barley flakes, corn shreds and its by-products, full-fat cooked soybean meal and its by-products.

  4. (3) Purchasing, transportation and sales of fats, feeds, barley flakes, corn flour, full-fat cooked soybean flour and their raw materials and by-products, as well as business on behalf of customers.

  5. (4) Import and sale of bulk grains such as corn, soybeans, wheat and barley.

  6. (5) General import and export trade business (except licensing business).

  7. (6) Acting as an agent for quotation, bidding and distribution business of relevant domestic and foreign manufacturers (except futures).

  8. Main business items and proportions

  9. According to the 2020 sales volume, oil products accounted for 40.00%,

  10. feed, raw material products for 33.69%, and flour products for 26.31%.

  11. The company's main products

  12. (1) Food use: soybean oil, canola oil, sunflower oil, refined palm oil, flour, wheat germ and other products.

  13. (2) For feed use (feed for animals) corn, corn shreds, high-matured corn flour, soybean flour, high-protein shelled soybean flour, full-fat cooked soybean flour, wheat flour, bran, flour, barley flakes, barley bran and compound feeds, etc.

  14. New products that are planned to be developed

  15. (1) Strengthen the brand visibility of oil barrels and increase the market share of oil barrels.

  16. (2) Promote the spirit of the " FU YOU AN KANG" brand, develop safe and healthy meat and animal processing products, and manage the food distribution channel with innovative thinking.

  17. (3) Cater to the development of the breakfast market, and strengthen the development of special flours that meet safety and health, such as special flour for European-style bread, hamburger flour, chain breakfast buns, and toast flour.

  18. (4) Improve the characteristics of flour processing to enter the high-priced flour market. The high-gluten and patent flour under the royal delicacy brand has been developed to supply downstream processors and continue to promote it to establish brand image and product reputation.

(II) Industry overview

  1. Raw Materials Division

  2. (1) Current status and development of the industry

  3. a. The international bulk grain market has experienced the impact of the African swine fever in animal husbandry and the global new coronavirus pandemic. The market volatility is very high, and the operational risk is relatively increased. The risk control of procurement and inventory has been severely tested, and is also the key factor affecting competitiveness and profitability.

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  • b. The domestic livestock breeding market tends to be saturated and balanced with production and sales. The business model of vertical industrial integration and strategic alliances is the trend of the feed industry.

  • (2) The relevance of the industry's upstream, middle and downstream

==> picture [364 x 143] intentionally omitted <==

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

Soy Grease factory Soybean oil Catering industry, food factory, chemical industry
Soy flour
Whole fat facotory Whole soy flour
Self-producing breeders, feed OEMs, raw
Barley Oatmeal facory Oatmeal material mid-sellers, feed stores
Corn Oatmeal
Feed mill Feed Livestock, poultry, and aquaculture farmers
----- End of picture text -----

The company imports bulk grain raw materials such as soybeans, barley, and corn from upstream grain suppliers, and processes them to manufacture soybean oil, soybean powder, full-fat soybean flour, and oatmeal. The soybean oil is supplied to downstream catering, food and chemical industries, and the rest of the products and raw materials are supplied to downstream feed and agricultural and livestock industries.

  • (3) Various development trends and competitive situations of products

  • a. The price of bulk grains rises and falls rapidly, and the operation risk is high. The company is very cautious in raw material procurement and inventory management.

  • b. Food is the staff of life. The domestic food market has experienced the impact of the new crown pneumonia epidemic, and consumer demand has faded slightly. Raw material trading has maintained basic demand, and there are still profitable business opportunities. It is expected that after the epidemic eases, the food industry will recover and raw material sales should be available paving the way for a relatively stable business environment.

  • Grease Division

  • (1) Current status and development of the industry The world was affected by the new coronavirus at the beginning of 2020. Although economic activities and demand have fallen sharply, various countries have released various economic recovery policies, resulting in a sharp rise in international grain prices. Together with the global shortage of containers, shipping prices have risen simultaneously. In contrast to the domestic market, domestic demand is also affected by the new coronavirus, and consumption patterns have changed accordingly. As a result, industries need to respond quickly to international changes and government policies. Under the high uncertainty of international shipping, domestic inventory

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needs to be dispatched and adjusted at any time in response to changes in supply and demand.

  • (2) The influence of the industry on upper, middle, and lower economies

  • a. Under the turmoil of the international economy and trade, the prices of grains vary greatly from country to country. During this period, they are more susceptible to price fluctuations due to changes in international information. Therefore, it is imperative to immediately grasp international information, grain prices in various countries, and supplier inventory positions, and more intensive contact with suppliers to communicate and maintain a good cooperative relationship.

  • b. Affected by global trade and international dynamics, the industry and the association may need to reach a consensus with the government to formulate temporary decree or related laws, and cooperate with the government to set standards to jointly enhance the added value of the industry.

  • c. Nowadays, governments pay more attention to food safety control, and consumers' demands are more diverse. Achieving government regulations and meeting customer requirements has become the primary goal for manufacturers.

  • (3) Various development trends and competitive situations of products Food safety issues have attracted much attention, and government laws and regulations have become more stringent in terms of food regulations, including complicated inspections of imported raw materials and transparent product labeling. Consumer awareness is rising, and there is a greater need to grasp the best service quality and customer satisfaction, provide complete raw material source assurance, traceability management and quality specifications, and differentiate operations from small and medium-sized enterprises.

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  1. Feed Division

  2. Agriculture is a part of the national economy. It plays the role of stabilizing food supply, maintaining the ecological environment, stabilizing the society, and regulating the employment of the rural population. It is also closely related to the lives of the people. The animal husbandry industry is an extremely important part of agricultural production. In recent years, due to the continuous impact of multiple factors such as the strengthening of environmental protection, the epidemic, and the increase of levy fees, small and mediumsized breeders have gradually withdrawn from the pig industry, and the overall industry has moved towards large scale breeding.

  3. (1) Current status and development of the industry

  4. According to the industry survey report carried out by the Council of Agriculture each year, the market size has not changed much and is in a stable state. The overall annual output is about 5 million tons. The output of the top ten manufacturers accounted for about 70% of the market size, indicating that the market is centralized. Market manufacturers mainly provide feed and technical services required by downstream customers for feeding.

  5. (2) The relevance of the industry's upstream, middle and downstream customers More than 90% of the raw materials are imported, and the main raw materials such as corn and soybeans are greatly affected by the international market. Raw materials account a major part of the total cost, and therefore it is very important to forecast and control the upstream raw material market.

  6. The role that manufacturers play for downstream customers is not only to provide product providers, but also to provide technical service guidance, and even assist in the sales of their livestock products. Some manufacturers adopt downstream integration or cooperation methods, such as rented farming or contract cooperative breeding.

  7. (3) Various development trends and competitive situations of products Product homogeneity is high and is not easy to establish differentiation. Therefore the market is moving towards products that require health and safety, and the development of green and environmentally friendly products that take into account both cost and safety is a topic that cannot be ignored.

  8. Flour business

Flour and bran are mainly sold in the domestic market, along with supplies of bread, noodles, pastries and other flour products to customers in Taiwan. Since the primary ingredient - wheat comes from the United States, Canada and Australia, the price of wheat is greatly affected by the weather production in various places. Last year’s drought in the Black Sea, South America...and other droughts affected grain production. In addition, due to the epidemic, the demand for Huang Xiaoyu has increased, and the export tax imposed by Russia, has caused global wheat prices to rise.

Competition in the domestic flour industry is fierce. The company must rely on food safety to establish a sustainable business culture from the perspectives of raw material procurement, technology research and development, process optimization, and brand and company image.

  • (1) Current status and development of the industry

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  • a. Flour is the raw material of people's food. Only in recent years, the dietary culture tends to be fast, convenient, nutritious, and delicious as the development trends point to growth of noodle products. According to statistics, the average domestic consumption of wheat per person per year has surpassed the traditional consumption of rice and has become the staple diet.

  • b. The consumption of flour products is diversified, and the requirements for flour tend to be special such as standard specifications, consistent process ability, stable quality... etc. These requirements must be met by importing high-quality wheat, having modern flour milling equipment, and a specialized R&D team. Therefore, less competitive flour mills have gradually withdrawn from the market.

  • (2) The relevance of the industry on upper, middle and lower economies

  • a. Domestic wheat mainly relies on imports especially of American wheat because of its quality specifications and stable supply and demand. At present, the same industry mainly purchases by co-shipment. As for Canadian and Australian wheat, they are also partly used in Chinese noodles due to their special varieties and flavors. These imports help achieve more diversified noodle products.

  • b. Flour has a wide range of uses. It is often used in Western-style bread and pastry, and Chinese pasta. The scale of processing varies significantly. There are family-type individual processing households and industrialized large-scale processing plants. Therefore, it needs to be packaged in bags or bulk through distribution and direct channels, to supply the needs of various regions, and to establish close cooperation and mutually beneficial relationships between upstream providers and downstream consumers.

  • (3) Various development trends and competitive situations of products At present, U.S. wheat imports are still being jointly purchased by the food industry. When the cost and quality of raw materials are similar, the company's sales strategy adopts product differentiation and customization to avoid price competition. Therefore, it is necessary to listen to customer needs, provide the most suitable flour, and maintain the stability of the customer's processing process and the yield of the finished product. Considering the food safety issues in the past few years, it is imperative to conduct strict checks, such as the accurate dosage of additives, and regular detection of pesticide residues in wheat, detect aflatoxin and other toxins, etc. These checks help downstream processors and consumers be assured that the product is safe, and buy and use it with peace of mind.

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(III) Overview of technology and R&D

  1. Promote the export trade business of by-products from the processing and production of raw materials such as corn, soybeans, wheat and barley, expand sales areas, and adjust domestic supply and demand, stabilize the market, and increase profits.

  2. Intended for the frying business channel, improve the current palm oil frying resistance.

  3. The raw materials are simplistic, and plant-based oils and shelled whole-fat soybean meal are continuously used in the formula to reduce raw material variation, improve feed stability and animal growth performance; reduce the use of animal protein (fish meal and meat and bone meal) in feed formulations. Reduce Salmonella contamination and drug residues.

  4. Establish the "Fuyou Ankang" brand, extend it from the raw material and feed industries to livestock food suppliers, and take "FuMao, sharing safety and health with you" as the brand purpose, and provide consumers with a source of food that is worthy of the public's confidence.

  5. Research and develop the characteristics of wheat varieties of different origins and specifications, provide differentiated flours with characteristics, and supply the needs of downstream processors to enhance the competitiveness of products in the market.

  6. Continuously improve the production process and strengthen inventory management to produce more stable quality flour to meet the needs of domestic and foreign flour processing industries, and to expand the scale of production and sales to increase operating profits.

(IV) Long-term and short-term business development plan

  1. Short-term development:

  2. (1) Strengthen the promotion of existing product channels, develop new customers, increase sales volume and sales value, develop and promote new products, increase revenue, reduce sales and management expenses, reduce operating costs, and improve profitability.

  3. (2) In response to the use of multiple wheat varieties, the expanded wheat warehouse can independently store wheat from different sources, using different shipping schedules, and of different qualities. Proper wheat blending treatment can stabilize wheat processing and flour quality; the completed building used for baking purpose will be added for flour formula research, secondary processing trial production, new product development, display exchange... and other purposes.

  4. Long-term development:

  5. (1) Marketing strategy: to ensure stable quality of edible oil and increase customer recognition; produce high-quality feed; strive for the processing business; combine the two channels of feed and raw materials to operate the market, maintain the company's product production and sales balance, and create profits. Actively participate in food exhibitions and bakery exhibitions, and invite downstream manufacturers and school groups to visit factories and hold bakery product presentations to enhance the company’s brand image.

  6. (2) Production policy: Strengthen production, marketing coordination and inventory management, and optimize production processes to improve quality. Especially with this

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year's drought, water supply is limited, and it is necessary to coordinate with the government's water supply time to schedule production, use off-peak preferential electricity prices for centralized production, and reduce the effective use of resources for lowering production cost. These measures pave the way for stable and excellent products.

  • (3) Product planning: Develop diversified products with special specifications to improve quality and efficiency. The company’s long term vision is to enhance the existing brands and various commercially available flour varieties, cooperate with new customers and new product development, provide diversified and complete flour varieties for downstream processing users, and provide the best service in terms of customer orientation.

  • (4) Operation management: Relevant products are geared towards orderly management, strengthening operation planning, customer and credit management, reducing the risk of accounts receivable, and stabilizing operations.

II. Analysis of the Market and the Production and Marketing Situation

  • (I) Market analysis: Analyze the sales area, market share, future supply and demand conditions and growth of the company's main products, competitive niche, favorable and unfavorable factors and countermeasures for development prospects.

  • Raw Materials Division

    • Most of the company's main raw materials (corn, soybeans, and wheat) are imported from the United States, South America and Australia, with stable quality and supply. Corn is the primary raw material of feed while soy is the raw material of food or oil processing industry. In addition, full-fat soybean meal is processed to produce by-product wheat bran and flour, which are used as feed materials.

    • A. Primary products and sales areas:

    • a. Barley flakes (grains), barley flour, and barley bran: directly supplied to feed factories, and sold through various dealers (agents) across the province.

    • b. Corn, full-fat soybean meal, bran and flour are sold in feed factories in the North, Central and South, in small and medium-sized feed processing plants, and farms with self-prepared feed. Soybean sales areas include the edible oil and fat processing industries in North, Central and South, and the supply of cooked feed material plants for processing cooked soybean meal.

    • B. Market share and future supply and demand status and growth of the market: Oatmeal market share: Barley accounts for about 35%.

      • The scale is shrinking year by year, affecting the demand for oatmeal. Raw material market share: full-fat soy flour accounts for about 10%, andbran for about 20%.

The market has been saturated, and is even facing a state of reduction inscale reduction.

  • C. Competitive niche:

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With the continuous renewal of equipment and the improvement ofproduction technology, the highest quality, most diverse product, andflexible and efficient service have been recognized by the market.

  • D. Business objectives:

  • In 2021, it is expected to sell 15,935 metric tons of oatmeal, 480 metrictons of bran, 15,130 metric tons of compound feed products, 66,000metric tons of corn, 12,000 metric tons of soybeans, 14,400 metric tonsof full-fat soybean meal, 30,000 metric tons of soybean meal, and 68,570 metric tons of bran.

  • E. Advantages and disadvantages of development prospects:

  • a. Favorable factors:

The company’s oatmeal, feed, and other businesses, as well as its investment in the flour business, helps it to quickly grasp market information and integrate with the experience and technology of each business system. This integration is beneficial to enhance product development capabilities.

Business products such as raw materials and by-products have a high degree of flexibility:

  • (1) Corn and soybeans: According to the domestic supply and demand ituation, the inventory position and the trading progress are adjusted in real time.

  • (2) Full-fat soy flour: With various products for integrated marketing.

  • (3) Bran and flour: There is a seasonal imbalance between supply and demand, and the supply and marketing schedule should be adjusted according to the current conditions.

  • b. Unfavorable factors:

  • The oatmeal product market is becoming saturated, and its business scale is not easy to expand.

The cost of importing raw materials fluctuates sharply, and the market demand is erratic and changeable. It is difficult to predict the situation of market supply and demand.

  • c. Countermeasures:

  • (1) Based on diversified products, innovate the dealer (store head) business model to enhance the competitive advantage.

  • (2) Grasp international and domestic "price" and "quantity" trends.

  • (3) Give full attention to the flexibility of raw material scheduling and respond to the rapid changes in the market.

  • (4) Enhance the by-product export trade business, adjust domestic supply and demand, stabilize the market, and increase profits.

  • Grease Division

  • A. Sales area of main products:

Looking for high-quality soybeans with high protein and oil content from abroad, the two main products of soybean meal and soybean oil are processed and produced. The soybean meal produced is used as feed material, and the soybean oil is used for edible oil. The main raw material of palm oil comes from Malaysia, and the supply is stable. The refined palm oil produced is used as raw material for food processing and chemical raw materials. The main raw materials of canola

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oil come from Canada and Australia and are used as raw materials for food processing.

  • B. Market share and future market supply and demand status and growth:

  • a. Soybean meal: The sales area covers feed factories in the North, Central and South, with small and medium-sized feed processing plants, and farms and pastures with selfprepared feed.

  • b. Soybean oil: In addition to the edible oil processing industry in the North, Central and Southern regions, the sales team is actively expanding the export channels of edible oil to other areas.

  • c. Palm oil: The distribution area covers all parts of North, Central and South, and food processing plants.

  • C. Competitive niche:

  • a. Soy flour: The demand for high-protein soy flour has increased, while it has decreased for ordinary soy flour. Full-fat soy flour has replaced part of ordinary soy flour. The overall demand has decreased. The price is affected by imported soy flour. It is now not easy to have prominent sales performance with Soy flour.

  • b. Soybean oil/other oil products: Due to the rise of the concept of healthy diet of the Chinese people, the demand for edible oils and fats has decreased; oil products with health demands will replace some household oils. With the increase of the food group, the demand for business oil should increase.

  • D. Business goals:

  • In 2021, it is expected to sell 43,769 metric tons of soybean oil, 37,354 metric tons of palm oil, 111,461 metric tons of soybean meal, and 15,840 metric tons of soybeans.

  • E. Advantages and disadvantages of development prospects:

  • a. Favorable factors:

  • (1) The company and its peers jointly invested in Zhonglian Oil Co., Ltd., which has achieved economic production scale, has advantages in storage and transportation in the port area, and has market competitiveness. The company offers a choice of ordinary soy flour, high-protein soy flour, and shelling Full-fat soy flour for customers to choose.

  • (2) Build a new vegetable oil refinery, re-enter the oil market with brand-new equipment, brand-new brand and ample storage capacity. In addition to improving the quality of raw materials, these measures will further increase market share and product prices.

  • b. Unfavorable factors:

  • (1) Abnormal weather, coupled with huge demand on the mainland, may cause large fluctuations in the price of raw materials, making costs difficult to control.

  • (2) The complete opening of the livestock product market has caused a serious impact on the livestock industry and affected the demand for soybean meal. Especially, the demand for poultry feed market has shrunk.

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  • (3) Chinese people are paying more and more attention to the intake of healthy edible fats, part of which is replaced by other edible fats from the original soybean fat, or to reduce the intake of fats.

  • c. Countermeasures:

  • Strengthen soy procurement and inventory management, coordinate with domestic soy oil and powder supply and demand, make appropriate production and sales adjustments and respond to measures, and expand the export market, thereby increasing the processing volume, and strengthening the development of other products, and take advantage of the most effective product and channel combination .

  • Feed Division

  • A. Main product sales area:

  • a. Feed products are primarily poultry feed, supplemented by livestock feed. The sales range is from the South to Pingtung and from the North to Yilan. The poultry feed in the key sales area is mainly from Taoyuan to Chiayi, and eight counties and cities. Livestock feed is dominated by Chiayi, Yunlin and Nantou districts.

  • b. Market share: about 2.0%.

  • B. The future supply and demand situation and growth of the market:

  • After several years of continuous reduction in the number of feeders along with the withdrawal of some businesses, the number of livestock raised and market demand has generally maintained a balance. It is expected that a good environment will be maintained, which is conducive to the operation of feed businesses.

  • C. Competitive niche:

  • The company's feed factories, oatmeal factories, and oil factories can supply fresh and reliable raw materials to the feed factories. Moreover, the company's advantageous geographical location, convenient transportation and maneuverability are all conducive to business development.

  • D. Business objectives:

  • In 2021, it is estimated that the sales volume of feed is 93,586 metric tons and livestock products are 1,800 metric tons.

  • E. Advantages and disadvantages of development prospects:

  • a. Favorable factors

  • The boom is gradually warming up, and consumer demand is picking up. Relative to the meat, animal husbandry and feed industries, it should be possible to gradually restore a healthy business environment.

  • b. Unfavorable factors

  • (1) The raw materials are mainly imported. Due to the changes in the international market, the price of raw materials fluctuates sharply. The price of feed must appropriately reflect the cost, which has an impact on profits.

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  • (2) The liberalization of meat imports has impacted the supply and demand mechanism of the domestic animal husbandry industry, affected farmers' willingness to feed, and reduced the scale of the feed industry.

  • c. Countermeasures:

  • (1) Use the company's advantages in providing high-quality feed ingredients (oatmeal factories, oil factories) to develop high-value products.

  • (2) Choose good downstream customers and combine marketing with high-quality livestock and processed products to create a valuable brand.

  • Flour business

  • A. Primary products and sales areas:

  • a. Flour: Directly supplied to food processing plants, and sold through various dealers (agents) across the province.

  • b. Market share: Continue to promote the market to increase market share.

  • B. Future supply and demand status and growth of the market:

With oversupply in the domestic market, the peers often cut prices to compete for market redistribution. In particular, the cost of wheat raw materials has risen this year. The peers need to reflect costs appropriately to maintain normal business operations.

  • C. Competitive niche:

With a superior geographical location, high-efficiency and novel milling equipment can provide high-quality products.

  • D. Business objectives:

In fiscal 2021, it is expected to sell 184,800 metric tons of flour for various purposes and 61,456 metric tons of by-products (bran and flour).

  • E. Advantages and disadvantages of development prospects:

  • a. Favorable factors:

  • With an excellent team, the company continues to develop and improve the manufacturing process, and provides diversified, customized, excellent and stable products to downstream processing industries through dense sales channels.

  • b. Unfavorable factors

  • The flour market is saturated with overcapacity. As the global climate is abnormal, the supply and demand of some high-quality wheat is out of balance, and prices are rising. To mitigate this issue, the cost needs to be appropriately reflected in a timely manner, as otherwise the company will fall into operating difficulties.

  • c. Countermeasures

  • (1) Make good use of the advantageous geographical location of Taichung Port, actively develop the export business of flour and by-products, and expand the basis of the sales market.

  • (2) Procure high-quality wheat varieties from various regions, and research and develop flour products with unique characteristics, to differentiate the market, increase profitability and enhance market competitiveness.

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  • (3) Adopt a diversified flour blending model to develop value-added customer-specific flours, while continuing to improve the production process, maintain the stability of flour quality processing, and ensure long-term transaction purchases for customers to obtain profits.

  • (4) With rising ocean freight and futures, the cost of imported wheat raw materials continues to rise. Only with a timely and appropriate response to the cost, can the company's normal operations be maintained.

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(II) Important use and production process of main products

  1. Important use of the product: Please refer to the business content. (1) Flow chart of oatmeal manufacturing:

==> picture [380 x 485] intentionally omitted <==

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

Weigh Weigh
Raw Materials Test analysis Bulk Silo Prepare the barn Featured Deironing Remove the stone
Finished
Bindling Weigh barrel Wheat grain Featured Test analysis
Finished products Package
Drying Flattenning Heating Steam bucket Watering Amount controlling Splitter Husker Pressure Tank
Finishedbarrel
Test analysis Featured Oatmeal Packaging Weighing Warehousing
Finished product
Wheat bran
Warehousing Weighing Packaging Finished barrel Crushing Featured Delivery Wheat husk
Grinding Featured Delivery
Warehousing Weighing Packaging Finished barrel Wheat flour
Finished products
----- End of picture text -----

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(2) Grease manufacturing flow chart:

==> picture [413 x 544] intentionally omitted <==

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

Soybean raw materials
Quantitative
Featured
Broken grain
Cooking
Tableting
Crude Lifting
Extruding Solvent Bean Chips Solvent and crude oil mixture (miscella)
Cooling Solvent removal Solvent gas recovery Three-stage distillation
Smashing Drying Cooling Crude oil (crude)
Full Flat Soy Flouur Cooling Recycling Degumming
Packaging Soy flour Degummed oil
Packaging Deacidification
Bleaching
Deodorizing
Soy Salad Oil
Packaging
----- End of picture text -----

84

(3) Flow chart of compound feed manufacturing in feed mill:

==> picture [447 x 504] intentionally omitted <==

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

Selection
Raw material Impunities removal S m a s h i n g Filtering
(cereal)
Granularity selection
Sub-materials Selection
Impunities removal
Raw material
barrel
Molasses added Butter added Premix
Molasses mixing Mixing Automatic scale
Impunities
remova lFiltering
Granular bagged
Powdered finished
finished product
product barrel Packing machine
Granular bulk
products
Granulating front Granulation Cooling Smashing
barrel
Powder Selection
Granular bagged finished product Packaing Finished barrel
Granular bulk
products
----- End of picture text -----

85

FOPCO

(4) Flour manufacturing flow chart:

==> picture [245 x 574] intentionally omitted <==

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

Wheat enters
the factory
A rough Second rough
selection selection
Second A selection
selection
Static
tempering
Iron removal
Grinding
Siftting
With powder
Iron removal
Siftting
Bulk warehouse-in Flour packaging
inspectoin warehouse
Stacking and
warehousing
Bulk truck Packaging inspection
shipment and warehousing
----- End of picture text -----

86

(III) Supply status of main raw materials

  1. Soybeans: Soybeans are imported in containers from the United States and South America using cargo vessels.

  2. Corn: Imported in containers for feed industry factories, mainly from the United States, and partly from South America.

  3. Barley: Imported from member factories of the Barley Association, mainly from Australia, the United States and Canada.

  4. Palm oil: Imported from Malaysian domestic manufacturers.

  5. Canola oil: Imported from domestic manufacturers in Canada and Australia.

  6. Wheat: Imported in association with peers to purchase American wheat, or directly import containerized wheat from Australia and Canada.

  7. (IV) List of major purchase and sales customers in the last two years (accounting for more than 10%)

  8. Purchase part:

Unit New Taiwan Dollars’000

1. Purchase part: 1. Purchase part: 1. Purchase part: 1. Purchase part: UnitNew Taiwan Dollars’000 UnitNew Taiwan Dollars’000 UnitNew Taiwan Dollars’000 UnitNew Taiwan Dollars’000
2019 2020 The first quarter of 2021 (Note 2)
Item Name Amount Accounted
for the net
purchase
amount of
the whole
year
ratio〔%〕
Item Name Amount Accounted
for the net
purchase
amount of
the whole
year
ratio〔%〕
Name Amount Amount Accounted for the
net purchase
amount of the
whole year
ratio〔%〕
Item
1 Mitsui &
Co.,Ltd.,
1,522,539
17.83
Non-related
person
Mitsui &
Co.,Ltd
887,748
10.87
Non-related
person
An Sheng
TradingCo.
339,762
14.67
Non-related
person
2 -
-
-
-
Quan He
TradingCo.
264,854
11.44
Non-related
person
Others 7,018,406
82.17

-
Others 7,280,639
89.13

-
Others 1,711,109
73.89

-
Purchase
Net
8,540,945
100

-
Purchase
Net
8,168,387
100

-
Purchase
Net
2,315,725
100

-

Note 1: Lists the names of suppliers with more than 10% of the total purchases in the most recent two years and their purchase amounts and proportions. However, the name of the supplier or the transaction partner cannot be disclosed because of the contractual agreement, since the transaction object is an individual and non-related person.

Note 2: As of the date of publication of the annual report, companies that are listed or whose stocks have been traded in the business premises of a securities firm have the latest financial information that has been verified by an accountant or reviewed, and they should be disclosed.

87

FOPCO

2. Sales part:

Unit: New Taiwan Dollars’000

2019 2019 2019 2019 2020 2020 2020 2020 The first quarter of 2021 (Note 2) The first quarter of 2021 (Note 2) The first quarter of 2021 (Note 2) The first quarter of 2021 (Note 2)
Item Name Amount Accounted for
the net amount
of the whole
year
ratio〔%〕
Item Name Amount Accounted
for the net
purchase
amount of the
whole year
ratio〔%〕

Item
Name Amount Accounted for
the net
purchase
amount of the
whole year
ratio〔%〕
Item
1 Central
Union Oil
1,582,715
14.87
Affiliate
enterprise
Central
Union
Oil
1,503,581
14.72

Affiliate
enterprise
Central
Union
Oil
637,476
20.59

Affiliate
enterprise
Others 9,063,791
85.13
- Others 8,709,912
85.28

-
Others 2,458,064
79.41

-
Net sales 10,646,506
100
- Net sales Net sales 10,213,493
100

-
Net
sales
3,095,540
100

-

Note 1: Lists the names of suppliers with more than 10% of the total sales in the last two years and their purchase amounts and proportion.

Note 2: Reviewed by an accountant.

  1. Reasons for changes in purchases: Consider the supply and demand of the raw material market and price changes, and make appropriate purchase adjustments after measuring the company's demand.

Reasons for sales increase or decrease: Primarily affected by market price fluctuations and other factors.

(V) Production value in the last two years

Unit Metric tons New Taiwan Dollar’000

Year
Production
Measure
Dept.

2019

2019

2019
2020 2020 2020
Production
capacity


Yield
Output
value
Production
Capacity

Yield
Output
value
Greasede
department
324,000
228,296

3,319,714

324,000

216,902

3,203,266
Feed
department
198,000
127,880

2,134,619

198,000

125,996

1,444,467
Flour
department
240,000
236,552

2,507,607

240,000

245,602

2,591,755
Other
department
746
691

26,483

749

689

28,872
Total 762,746
593,419

7,988,423

762,749

589,189

7,268,360

Note: The processing volume of soybeans is included in the production capacity and output of the oil department commissioned by Central Union Oil Corp. for processing.

88

(VI) Sales volume value in the last two years

Unit Mt New Taiwan Dollar’000

Year
Sales
Measure
Department

2019

2019

2019

2019
2020 2020 2020 2020
Domestic sales
value
Foreign sales
value
Domestic sales value Foreign sales
value
Sales
volume
Sales value Sales
volume
Sales
value
Sales
volume
Sales
value
Sales
volume
Sales
value
Grease
department
235,941 3,960,812
3,381
71,340 222,432 3,979,635
3,967
105,410
Feed
department
303,390 3,632,882 27,215 165,869 299,454 3,001,911 48,221 273,514
Flour
department
186,542 2,474,692 17,468 192,114 191,482 2,551,430 13,118 135,723
Other
department
2,491
148,797

2,677
165,870

Total 728,364 10,217,183 48,064 429,323 716,045 9,698,846 65,306 514,647

III. Information of employees in the most recent two years

May 20, 2021

May20,2021
Year 2019 2020 The current year as
of May20,2021
Consolidated
number of
employees
Manager 190 189 189
Technicalstaff
115
116 116
Homework
(server)
worker
98 95 97
Total 403 400 402
Average age 45.77 46.16 46.40
Average years ofservice 9.30 9.48 9.66
Educational
qualification
distribution
r a t i o ( % )
PhD 1.00 1.00 1.00
Master's
degree
11.66 11.50 11.44


Junior college
50.87 51.75 51.00
High school 25.06 26.25 26.12
Below high
school
11.41 9.50 10.44

89

FOPCO

IV. Disbursements for Environmental Protection

State the total amount of losses (including compensation) and sanctions suffered due to environmental pollution in the most recent year and the date of publication of the annual report, and an explanation of future countermeasures (including improvement measures) and possible expenditures (including possible losses and the estimated amount of compensation if no countermeasures are taken. And the estimated amount of compensation, if it cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be stated):

  • (I) Losses due to environmental pollution:

None

  • (II) Future countermeasures and possible expenditures:

The company assigns dedicated personnel to control the discharge of air, waste water, and waste. In addition, personnel are scheduled to make regular inspections on daily basis to ensure that there is no risk of environmental pollution.

V. Working Environment and Personnel Safety Measures

  • (I) Specific measures for safety and health management:

  • Formulate safety and health creeds and policies

    • To provide a healthy and worry-free working environment for all colleagues, the company has specially formulated the "Health and Sustainability-Creating the Future" program as the company's safety and health policy and the people-oriented business management philosophy.
  • External audit of risk factors

    • The company commissioned a safety and health consulting company to audit the hazard factors in the factory every six months. From various external audit perspectives, the audit checks out the hazard factors that employees are accustomed to ignore, and therefore reduces the risk of hazard factors. In addition, work safety education training and promotion are held every quarter to ensure that both new and old employees are familiar with work safety knowledge.
  • Safety inspection for habit development The Occupational Safety and Health Committee announces the safety inspection and audit items, such as leaving the stacker to remove the key, and forbidding people to violate the regulations. Through the development of good habits of personnel, the hazard factors caused by human factors are reduced.

  • Working environment measurement Every six months, a qualified work environment measurement agency is appointed to conduct carbon dioxide, dust, organic solvent, noise, and comprehensive temperature and thermal index measurements, and improve and correct the results to protect the health of personnel.

  • Health care and management

The company conducts health checks on employees once a year. The security department selects employees with higher risk of cerebro-cardiovascular diseases in accordance with

90

the mental effort rating scale of the "Abnormal Workload Promotes Disease Prevention Plan" and provides information to the department head. The company pays due diligence to the employees' overtime hours and personal health status.

(II) Implement operational safety control:

  1. For non-recurring engineering operations such as confined space operations and elevated operations, the Labor Inspectorate receives a report in accordance with the law, and designates a qualified operation supervisor, to supervise these operations, and ensure their safety.

  2. For regular operations, such as specific chemical substance operations, dust operations, and boiler operations, designate qualified operations supervisors to conduct regular operations inspections.

  3. All hazardous machinery and equipment are subject to regular inspections in accordance with the law, and operators have obtained qualification certificates and regular on-the-job training.

  4. Regarding the management of contractors, contractors who fail to comply with the company's regulations shall be notified of violations.

  5. To ensure safe driving behavior of the employees and contractors in the factory, ensure parking in accordance with regulations, and to avoid incidents such as vehicle collisions, the company publicly announces the names of those who violate driving and parking regulations. Repeat offenders will be prohibited from entering the factory.

VI. Labor Relations

  • (I) List the company's various employee welfare measures, further education, training, and retirement systems and their implementation, as well as the agreements between labor and management and various employee rights protection measures:

Employees are the most important asset in an enterprise. Business owners have the responsibility of protecting and caring for labor and training, providing a safe, comfortable and hygienic working environment, and creating a more harmonious labor-management relationship.

  1. Employee welfare measures:

  2. The company has sound personnel management, implements a two-day week off, has established promotion and assessment systems, provides employee retirement and compensation methods, has enhanced benefits such as sales staff group insurance, has model employee selection, provides employee wedding and funeral celebration subsidies, and conducts employee education and training.

The company has set up an employee welfare committee to handle employee welfare matters, such as employee and child education grants, birthday gifts, annual gifts (gifts), travel subsidies, etc.

To safeguard the rights and interests of employees, the company follows human management, provides necessary assistance to all employees, provides a fair and

91

FOPCO

reasonable working environment, and formulates annual training plans to train employees' professional skills and help employees grow. The company complies with the relevant provisions of the Gender Work Equality Act, amends management rules as needed, implements the "Provisions on Complaints and Disciplinary Measures for Prevention of Sexual Harassment in the Workplace", and clearly stipulates "Work Rules" to protect employees. The management will also improve the infrastructure facilities according to the needs of employees, such as setting up nursing rooms to provide female employees with breastfeeding needs. Regarding the prevention of illegal infringements in the workplace, the company has established a “channel for complaints about illegal infringements in the workplace” and conducts education and training for new employees when they report incidents; in addition, occupational safety consultants and department heads and employees are arranged to conduct illegal infringements prevention exercises every six months. With consultation, the company prevents the occurrence of workplace bullying and establishes a friendly working environment.

  1. Staff further education and training:

(1) The company plans related training courses based on the functions of employees in various departments to enhance their professional capabilities and overall quality.

Item Number of
shifts
Total
attendance
Total hours Total cost
(dollar)
Professional
functiontraining
52
70

473

200,020
Professional
license training
23
133

1,062

182,050
Total 75
203

1,535

382,070

92

3. Employee retirement system

  • (1) An employee who meets one of the following situations may request retirement.

  • Those who have served the company for more than 25 years.

  • Those who have served the company for more than 15 years and who have reached the age of 55.

  • Those who have served the company for more than ten years and who have reached the age of 60.

  • (2) Employees who have one of the following circumstances may be forced to retire.

  • Those who are 65 years of age or older.

  • Those with loss of mind or physical disability and are incapable of being a qualified worker.

  • (3) Employees of the company who took up the job before 2005.7.1 can choose to continue to apply the Labor Standards Law's pension provisions (old system) or choose to apply the labor pension regulations (new system); all those who are employed after 2005.7.1 come under the provisions of the Labor Pension Ordinance (new system).

  • For employees who choose to continue to remain under the retirement pension provisions of the Labor Standards Law (old system), the company regularly allocates labor retirement provisions at a rate of 8.5% of the total salary of employees in accordance with the provisions of the labor retirement reserve allocation and management methods and other relevant laws and regulations. The company deposits this amount into a special account designated by the Bank of Taiwan.

  • For employees who chose the new system and are subject to the provisions of the Labor Pension Regulations, the company pays retirement pensions on a monthly basis according to the employee's salary grade. The withholding rate should not be less than 6%, and the amount will be deposited in the individual labor pension accounts established by the Bureau.

  • (4) The standard of pension for old employees:

  • Employees of the old system are given two bases of pension for every full year of their working experience. For the part over fifteen years, a base will be given for every full year, and the maximum total will be limited to forty-five bases. Experience less than half a year will be counted as half a year, and those who have completed half a year will be counted as one year.

  • For compulsory retirement employees, if their loss of mind or physical disability is caused by the performance of their duties, their retirement pension shall be increased to 20% in accordance with the provisions of the preceding paragraph.

  • The standard pension base is the "average salary for one month at the time of approved retirement". That is, the average salary is the total salary earned in the 6 months before the date of retirement divided by the total days in the period.

  • (5) The standard of pension for new employees:

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FOPCO

  1. The pension contributions of new employees are handled in accordance with the "Labor Pension Regulations". When an employee reaches 60 years old, he can apply for pension from the Labor Insurance Bureau.

  2. For new employees who have worked before the applicable labor pension regulations (the old system is reserved), when they meet the retirement conditions of this method, their old system retention years can be calculated in accordance with the provisions of the preceding article.

  3. (II) List the losses suffered due to labor disputes in the most recent year and the date of publication of the annual report, and disclose the estimated amount and corresponding measures that may occur at present and in the future. If it cannot be reasonably estimated, it shall be stated of the fact that it cannot be reasonably estimated:

The company’s labor-management relationship is harmonious. As of the latest year and the date of publication of the annual report, there has been no loss due to labor disputes.

VII. Important Contracts

Contract nature Company name Parties Date of
contract
Main content Restrictions
Long term loan FOPCO E.SUN COMMERCIAL
BANK, LTD

2019.1~
2024.2
Credit contract Mobilize the loan for
the first time within
3 months from the
signingdate
Mid-term loan FOPCO Chang Hwa
Commercial Bank,Ltd.
2018.6~
2022.3
Credit contract None
Mid-term loan FOPCO Panhsin Bank 2018.8~
2021.6
Credit contract Mobilize the loan for
the first time within
3 months from the
signingdate
Mid-term loan FOPCO The Shanghai
Commercial & Savings
Bank
2019.3~
2022.3
Credit contract Mobilize the loan for
the first time within
2 months from the
signingdate
Land lease FOPCO Port of Taichung,
Taiwan International
Ports Corporation,Ltd
2017.11~
2037.10
Lease on land in
port industrial
development zone
None
Engineering
contract
FOPCO TUNG KAI
TECHNOLOGY
ENGINEERING CO.,
LTD.
Contract
sigmed in 2019
and 560
calendar days
completed from
the delivery of
the construction
license


District Factory
Building Project
and Water,
Electricity, Fire
Fighting and Air
Conditioning
Project with
TaichungPort
None

94

Contract nature Company name Parties Date of
contract
Main content Restrictions
Engineering
contract
FOPCO CTCI MACHINERY
CORPORATION
Note1 Taichung Harbor
Oil Refinery
Plant EPC Work
None
Mid-term loan TOP FOOD
INDUSTRY
CORPORATION

Yuanta Commercial
Bank Co., Ltd.
2020.12~
2022.12
Credit contract Mobilize the loan for
the first time within
3 months from the
signingdate
Land lease TOP FOOD
INDUSTRY
CORPORATION

Port
of Taichung,
Taiwan
International
Ports Corporation,Ltd


2004.12~
2054.11
Lease on land for
food processing
specialized zone
None

Note 1: Contract signed in 2019: The EPC project of the new factory building in Taichung Port Area will be completed within 550 days from the day after the contract is signed. The new turnkey project of Taichung Port No. 4 will be completed within 360 days from the day after the geological drilling report is received.

95

FOPCO

Six. Overview of Financial

I. Condensed Balance Sheets and Statements of Comprehensive Income for the Past 5 Fiscal Years with the Name of the Certified Public Accountant and the Auditor's Opinion

  • (I)Concise consolidated balance sheet-International Financial Reporting Standards

Unit: New Taiwan Dollars’000

Year
Item
Year
Item

2016
2017 2018 2019 2020 Current year as
of March 31,
2021
Financial
information
(Note 1)
Non-current
assets
4,072,762
4,453,395

4,023,529

4,542,984

4,158,219

4,097,232
Property, plant
and equipment
2,157,416
2,093,740

2,069,131

2,677,568

3,019,144

3,076,305
Intangible assets
Other assets 430,436
469,885

333,461

520,465

516,031

531,308
Totalassets 6,660,614
7,017,020

6,426,121

7,741,017

7,693,394

7,704,845
Current
liability
Prior
distribution
1,848,501
2,433,654

1,787,578

2,522,456

2,887,157

2,612,308
Posterior
distribution
2,121,880
2,707,033

2,039,087

2,806,770

Non-current liabilities 1,134,402
945,808

1,037,258

1,570,132

1,073,096

1,150,827
Total
liability
Prior
distribution
2,982,903
3,379,462

2,824,836

4,092,588

3,960,253

3,763,135
Posterior
distribution
3,256,282
3,652,841

3,076,345

4,376,902

Equity attributable to
owners ofparent
3,236,614
3,195,984

3,168,260

3,206,985

3,297,723

3,496,155
Capitalstock 2,187,030
2,187,030

2,187,030

2,187,030

2,187,030

2,187,030
Capitalreserves 121,015
121,015

121,015

121,015

121,015

121,015
Retained
earnings

Prior
distribution
Posterior
distribution
970,263
944,312

927,781

994,144

1,088,113

1,288,041
589,989
696,884

670,933

709,830

Other equities (41,694) (56,373) (67,566) (95,204) (98,435) (99,931)
Treasury shares
Non-controlling
interest
441,097
441,574

433,025

441,444

435,418

445,555
Total
equity
Prior
distribution
3,677,711
3,637,558

3,601,285

3,648,429

3,733,141

3,941,710
Posterior
distribution
3,404,322
3,364,179

3,349,776

3,364,115

Note 1: Financial information reviewed by accountants in accordance with International Financial Reporting Standards.

96

(II) Concise consolidated comprehensive income statement-International Financial Reporting Standards

Unit: New Taiwan Dollars’000

Year
Item

2016
2017 2018 2019 2020 Current year as of
March 31, 2021
Financial
information
(Note 1)
Operatingrevenues 10,919,454
10,757,313

11,243,509

10,646,506

10,213,493

3,095,540
Trading profit 1,184,874
1,036,087

909,654

1,049,941

1,112,449

388,845
Operating income
(loss)
610,312
469,029

341,768

445,828

508,157

227,383
Non-operating
income and expenses
12,679
(50,465)

37,489

47,347

55,015

30,867
Net income before
tax
622,991
418,564

379,257

493,175

563,172

258,250
Continuing
operations
profit of theperiod
486,777
320,546

300,502

395,480

417,787

210,065
Discontinuing
operations loss
Profit of theperiod 486,777
320,546

300,502

395,480

417,787

210,065
Total other
comprehensive
income,net of tax
(67,506)
(14,124)

(9,977)

(48,770)

(705)

(1,496)
Total other
comprehensive
income
419,271
306,422

290,525

346,710

417,082

208,569
Net profit
attributable to
owners of the parent
company
385,207
246,873

255,632

339,004

375,757

199,928
Net profit
attributable to non-
controllinginterests
101,570
73,673

44,870

56,476

42,030

10,137
The total
comprehensive profit
and loss attributable
to the owners of the
parent company

317,701

232,749

245,655

290,234

375,052

198,432
Total comprehensive
profit and loss
attributable to non-
controllinginterests
101,570
73,673

44,870

56,476

42,030

10,137
EPS 1.76
1.13

1.17

1.55

1.72

0.91

Note 1: Financial information reviewed by accountants in accordance with International Financial Reporting Standards.

97

FOPCO

(III) Concise balance sheet-International Financial Reporting Standards

Unit:New Taiwan Dollar’000

Year
Item
Year
Item

2016
2017 2018 2019 2020 Current year as
of March 31,
2021
Financial
Information
Non-current assets 2,302,872 2,379,185 2,072,740 2,405,285 2,523,179
Not applicable

















Property, plant and
equipment
900,983
878,498

857,285
1,462,716 1,836,912
Intangible assets



Other assets 1,808,602 1,823,701 1,718,353 1,770,622 1,394,992
Totalassets 5,012,457 5,081,385 4,648,378 5,638,623 5,755,083
Current
liability
Prior
distribution
1,132,057 1,318,682
832,892
1,409,171 1,789,786

Posterior
distribution
1,405,436
1,592,061

1,084,401

1,693,485

Non-currentliabilities
643,786

566,718

647,226
1,022,467
667,574
Total
liability
Prior
distribution
1,775,843 1,885,400 1,480,118 2,431,638 2,457,360
Posterior
distribution
2,049,222
2,158,779

1,731,627

2,715,952

Equity attributable to
owners ofparent
3,236,614
3,195,984

3,168,260

3,206,985

3,297,723
Capital stock 2,187,030 2,187,030 2,187,030 2,187,030 2,187,030
Capitalreserves 121,015
121,015

121,015

121,015

121,015
Retained
earnings

Prior
distribution
Posterior
distribution
970,263
944,312

927,781

994,144
1,088,113
696,884
670,933

676,272

709,830

Other equities (41,694) (56,373) (67,566) (95,204) (98,435)
Treasury shares



Non-controlling
interest




Total
equity
Prior
distribution
3,236,614 3,195,984 3,168,260 3,206,985 3,297,723
Posterior
distribution
2,963,235 2,922,605 2,916,751
2,922,671

98

(IV) Concise comprehensive income statement-International Financial Reporting Standards

Unit:New Taiwan Dollars’ 000

Year
Items

2016
2017 2018 2019 2020 Current year as of
March 31, 2021
Financial
Information
Operatingrevenues
8,010,644

7,540,117

7,917,032

7,468,099

7,013,101

Not applicable









Trading profit 602,560
553,138

532,696

571,020

698,084
Operating income
(loss)
264,987
212,074

182,378

238,477

351,173
Non-operating income
and expenses

193,998

80,572

111,678

153,459

89,998
Net income before tax 458,985
292,646

294,056

391,936

441,171
Continuing operations
profit of theperiod
385,207
246,873

255,632

339,004

375,757
Discontinuing
operations loss
Profit of theperiod 385,207
246,873

255,632

339,004

375,757
Total other
comprehensive
income,net of tax
(67,506)
(14,124)

(9,977)

(48,770)

(705)
Total other
comprehensive
income
317,701
232,749

245,655

290,234

375,052
Net profit attributable
to owners of the
parent company
385,207
246,873

255,632

339,004

375,757
Net profit attributable
to non-controlling
interests
The total
comprehensive profit
and loss attributable to
the owners of the
parent company

317,701

232,749

245,655

290,234

375,052
Total comprehensive
profit and loss
attributable to non-
controllinginterests
EPS 1.76
1.13

99

FOPCO

(V) The name of the certified accountant and its inspection opinions

Year Firm name Name of visa
accountant
Audit option
2016 Deloitte Union Accounting
Firm
Xie Jianxin, Chen
Zhaomei
Clean audit opinion
2017 Deloitte Union Accounting
Firm
Xie Jianxin, Chen
Zhaomei
Clean audit opinion
2018 Deloitte Union Accounting
Firm
Xie Jianxin, Chen
Zhaomei
Clean audit opinion
2019 Deloitte Union Accounting
Firm
Liao WanYi, Chen
Zhaomei
Clean audit opinion
2020 Deloitte Union Accounting
Firm
Liao WanYi, Chen
Zhaomei
Clean audit opinion

100

II. Financial Analyses for the Past 5 Fiscal Years

(I) Consolidated financial analysis-International Financial Reporting Standards

Analysis Year
item (Note 2)

2016
2017 2018 2019 2020 The current year
as of March 31,
2021(Note1)
Financial
structure
(%)
Liabilities to assets ratio 44.78
48.16

43.96

52.87

51.48

48.84

The ratio of long-term funds to
real estate, plant and
equipment

223.05

218.91

224.18

194.90

159.19

165.54
Solvency
Current ratio 220.33
182.99
225.08
180.10

144.02

156.84
Quick ratio 147.07 112.59 153.13
123.26

99.22

107.04
Interestguarantee(times) 20
17.41

15.42

15.10

20.63

46.73
Operatin
g
capacity
Receivablesturnover(time(s)) 7.47 6.88
7.39
7.50
7.41

8.40
Average collectiondays 49 53
49
49 49 43
Inventoryturnover(time(s)) 7.98
7.4

8.2

8.56

8.02

10.09
Accounts Payable Turnover
Ratio(time(s))
34.34
33.04

35.33

39.13

41.81

12.25
Average inventory turnover
days
46
49

45

43

45

36
Property, plant and equipment
turnover(time(s))
5.02
5.06

5.40

4.49

3.59

4.06
Total asset turnover(time(s)) 1.64
1.57
1.67 1.50
1.32

1.61
Profitabi
lity
Return on assets(%) 7.73
5

4.78

5.98

5.71

11.14
Returnonequity (%) 13.61
8.76

8.30

10.91

11.32

21.90
Pre-tax net profit to paid-in
capital ratio(%)
28.49
19.14

17.34

22.55

25.75

47.23
Net incometo sales (%) 4.46
2.98

2.67
3.71
4.09
6.79
EPS(dollar) 1.76
1.13

1.17

1.55

1.72

0.91
Cash
flow
Cash flowratio (%) 28.96
3.61

42.72

16.32

18.09
2.59
Cash flowadequacyratio (%) 141.69 130.37 108.43
89.36

76.23

65.4
Cash flow reinvestment ratio
(%)
5.13
(3.14)

8.03

2.45

3.80

1.03
Leverage Operatingleverage 2.13
2.44

2.99

3.36

3.06

2.25

Financial leverage
1.06
1.06

1.08

1.09
1.06
1.02
Explain the reasons for the changes in various financial ratios in the last two years. (If the increase or decrease does not
reach 20%, the analysis will be exempted):
1. Current ratio: Mainly due to the increase in long-term liabilities and short-term bills payable within one year of the
current year, resulting in a low current ratio.2. Interest protection multiple: Mainly due to the higher net profit before
tax this year and lower borrowing interest.
3. Real estate, plant and equipment turnover rate (secondary): Mainly due to the continuous construction of refined
edible oils and fats plants, resulting in an increase in real estate, plant and equipment.
4. Cash reinvestment ratio: Mainly due to the increase in net cash inflow from operating activities this year and the
decrease in workingcapital.

Note 1: Reviewed by an accountant. Note 2: The information of the "net cash flow allowable ratio" for the past five years is calculated using consolidated information under my country's financial accounting standards. Note 3: Please refer to the description of the following table (2) for the calculation.

101

FOPCO

(2) Individual financial analysis-International Financial Reporting Standards

Year
Analysis item (Note 2)
Year
Analysis item (Note 2)

2016
2017 2018 2019 2020 The current
year as of
March 31,
2021
Financial
structure (%)
Liabilities to assets ratio 35.43
37.10

31.84

43.12

42.70

Not applicable




















The ratio of long-term funds to
real estate, plant and equipment
430.69
428.31

445.07

289.15

215.87
Solvency
Current ratio 203.42
180.42

248.86

170.69

140.98
Quick ratio 117.95
90.81

149.71

109.71

98.32
Interestguarantee(times) 29.43
25.14

24.10

22.18

34.88
Operating
capacity
Receivables turnover(time(s)) 8.43
7.44

8.45

8.59

8.27
Average collection days 43
49

43

42

44
Inventoryturnover(time(s)) 8.58
7.78

9.18

10.73

10.24
Accounts Payable Turnover
Ratio(time(s))
24.21
23.60

24.90

28.65

26.17
Average inventory turnover
days
43
47

40

34

36
Property, plant and equipment
turnover(time(s))
8.82
8.47

9.12

6.44

4.25
Total asset turnover(time(s)) 1.63
1.49

1.63

1.45

1.23
Profitability Return on assets(%) 8.10
5.09

5.46

6.88

6.78
Return on equity (%) 12.09
7.68

8.03

10.64

11.55
Pre-tax net profit to paid-in
capital ratio(%)
20.99
13.38

13.45

17.92

20.17
Net icome to sales(%) 4.81
3.27

3.23

4.54

5.36
EPS(dollar) 1.76
1.13

1.17

1.55

1.72
Cash
flow
Cash flow ratio(%) 16
(1)
67
15.26

27.54
Allowable cash flow ratio(%) 77.51
80.94

65.55

49.26

55.51
Cash reinvestment ratio(%) (1) (6) 6
(0.73)
4.45
Leverage Operatingleverage 3.14
3.62

4.11

3.38

2.70
Financial leverage 1.06
1.06

1.08

1.08

1.04
Explain the reasons for the changes in various financial ratios in the last two years. (If the increase or
decrease does not reach 20%, the analysis will be exempted):
1. The ratio of long-term funds to real estate, plant and equipment: Mainly due to the continued construction
of refined edible oils and fats plants, resulting in an increase in real estate, plant and equipment.
2. Interest protection multiple: Mainly due to the higher net profit before tax this year and lower borrowing
interest.
3. Real estate, plant and equipment turnover rate (secondary): Mainly due to the continuous construction of
refined edible oils and fats plants, resulting in an increase in real estate, plant and equipment.
4. Cash flow ratio: Mainly due to the increase in net cash inflow from operating activities this year.
5. Cash reinvestment ratio: Mainly due to the increase in net cash inflow from operating activities this year,
the subsidiary FORMOSA OIL PROCESSING (PANAMA) S.A., the reduction of capital and the decrease in
working capital.
6. Operatingleverage: Mainlydue to the increase in operating profit thisyear.

Note 1: The year for which the visa has not been checked by an accountant should be indicated.

Note 2: As of the date of publication of the annual report, the latest financial information that has been verified by an accountant or checked by an accountant, if any, should be analyzed.

102

  • Note 3: At the end of this form in the annual report, the following calculation should be listed:

  • Financial structure

  • (1) Liabilities to assets ratio = total liabilities/total assets.

  • (2) The ratio of long-term funds to real estate, plant and equipment = (total equity + non-current liabilities) / net real estate, plant and equipment.

  • Solvency

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

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

  • (3) Interest protection multiple = (net profit before income tax + interest expense)/interest expense in the current period.

  • Operating ability

  • (1) Accounts receivable (including accounts receivable and notes receivable due to business) turnover rate = net sales/average receivables in each period

  • (2) Average number of days for cash collection = 365/ turnover rate of accounts receivable.

  • (3) Inventory turnover rate = cost of goods sold/average inventory value.

  • (4) Accounts payable (including accounts payable and bills payable due to business) turnover rate = cost of goods sold/average payables (including accounts payable and bills payable due to business) balance in each period.

  • (5) Average sales days=365/inventory turnover rate.

  • (6) Turnover rate of real estate, plant and equipment = net sales/average net real estate, plant and equipment.

  • (7) Turnover rate of total assets = net sales/total average assets.

  • Profitability

  • (1) Return on assets = [After-tax profit and loss + interest expense x (1-tax rate)] / average total assets.

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

  • (3) Net profit rate = after-tax profit and loss/net sales.

  • (4) Earnings per share = (Profit and loss attributable to owners of the parent company-special

dividends)/weighted average number of issued shares. (Note 4)

  1. Cash flow

  2. (1) Cash flow ratio = net cash flow from operating activities/current liabilities.

  3. (2) Net cash flow allowable ratio = net cash flow from operating activities in the last five years/the last five years (capital expenditure + inventory increase + cash dividends).

  4. (3) Cash reinvestment ratio = (net cash flow from operating activities-cash dividends) / (gross real estate, plant and equipment + long-term investment + other non-current assets + working capital). (Note 5)

  5. Leverage:

  6. (1) Operating leverage = (net operating income-variable operating costs and expenses) / operating profit (Note 6).

  7. (2) Financial leverage = operating profit / (operating profit-interest expense).

  8. Note 4: The formula for calculating the earnings per share of the Shanghai Development Bank shall take into account the following matters:

  9. 1.Based on the weighted average number of ordinary shares, rather than the number of issued shares at the end of the year.

  10. For those who have cash capital increase or treasury stock trading, the weighted average number of shares should be calculated considering the period of circulation.

  11. 3.Where there is a capital increase from surplus or a capital increase from capital reserves, and when calculating the earnings per share of previous years and half-years, retrospective adjustments should be made based on the capital increase ratio, regardless of the period of the capital increase.

  12. If the special shares are non-convertible cumulative special shares, the dividends for the current year (regardless of whether they are issued) should be deducted from the net profit after tax or be added to the net loss after tax. If the special stock is non-cumulative, in the case of net profit after tax, the dividend of the special stock shall be deducted from the net profit after tax; if it is a loss, no adjustment is necessary.

  13. Note 5: Pay attention to the following items when measuring cash flow analysis:

103

FOPCO

  1. Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.

  2. Capital expenditure refers to the amount of cash outflow from capital investment each year.

  3. The increase in inventory is only included when the closing balance is greater than the opening balance. If the inventory decreases at the end of the year, it will be calculated as zero.

  4. Cash dividends include cash dividends for ordinary shares and special shares.

  5. Gross real property, plant and equipment refer to the total amount of real property, plant and equipment before deduction of accumulated depreciation.

  6. Note 6: The issuer should classify various operating costs and operating expenses as fixed and variable according to their nature. If estimates or subjective judgments are involved, they should pay attention to their reasonableness and maintain consistency.

104

III. Audit Committee's Report for the Most Recent Year's Financial Statement

FORMOSA OILSEED PROCESSING CO., LTD. Audit Committee Audit Report

Hereby,

The board of directors have prepared the company's 2020 business report, financial report and earnings distribution statement. The Deloitte Union Accounting Firm Liao Wanyi and Chen Zhaomei has checked the financial report and issued a check report. The Audit Committee has reviewed the above-mentioned business report, financial report and surplus distribution statement and has not found any discrepancy. The check report is prepared According to Article 14-4 of the Securities Exchange Law and Article 219 of the Company Law. Please inspect.

Regards

The company's 2021 shareholders meeting

FORMOSA OILSEED PROCESSING CO., LTD

==> picture [82 x 49] intentionally omitted <==

Convener of the Audit Committee:

March 25, 2021

105

FOPCO

IV. Financial Report and Financial Statement with Related Footnotes for the Most Recent Fiscal Year

Accountant’s Audit Report

Formosa Oilseed Processing Co., Ltd. (FOPCO):

Opinion

The consolidated balance sheets for December 31, 2020 and 2019 for FOPCO and its subsidiary company (Formosa Group), and their consolidated statements of comprehensive income, consolidated statements of changes in equity, consolidated statements of cash flow, and notes for consolidated financial statements (including summaries for significant accounting policies) from January 1 to December 31, 2020 and 2019, have already been audited by the Accountant.

According to the Accountant’s opinion, the preparation of all significant aspects of the above-mentioned consolidated financial statements refers to the Guidelines for the Preparation of Financial Reports for Issuer of Securities, and International Financial Reporting Standards, International Accounting Sta ndards, interpretations, and SIC that are approved and published as effective by the Financial Supervisory Commission. It is sufficient to appropriately express the Formosa Group’s consolidated financial situation for December 31, 2020 and 2019, and its consolidated financial performance and consolidated cash flow from January 1 to December 31, 2020 and 2019. The Basis of Opinion

The Accountant referred to the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards (GAAS) to execute the audit in 2020; as for 2019, the Accountant referred to the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants,

Financial Supervisory Commission February 25, 2020 No. Financial-SupervisorySecurities-Auditing 1090360805, and Generally Accepted Auditing Standards to execute the audit. The Accountant’s responsibilities under such standards will be further elaborated in the section regarding t he accountants’ responsibilities for auditing consolidated financial statements. The personnel from the firm that the Accountant is affiliated to abide by related independence that complies to the code of ethics for accountants, and remain detached with the Formosa Group while performing other duties under such regulations. The Accountant is believed to have obtained sufficient and appropriate evidence for auditing as the basis of opinion for auditing.

106

Key Audit Matters (KAMs)

Key Audit Matters (KAMs) refers to the most important matters that, to the Accountant’s professional judgment, finds in Formosa Group’s 2020 consolidated financial statements audits. Such matters have been addressed to during the general forming process of the opinion for consolidated financial statements audit. The Accountant did not express separate opinions regarding such matters.

KAMs regarding Formosa Group’s 2020 consolidated financial statements are stated as follow:

Depreciation of Inventories

The Formosa Group measures its cost of inventories by the lower of cost and net realizable value. When comparing the cost of sales and net realizable value (NRV), apart from inventories with the same classification, the Formosa Group measures on the basis of individual items of inventories. For related accounting policies, please refer to notes 4(6) and 5 for consolidated financial statements.

As of December 31, 2020, the amount for the Formosa Group ’s in-transit inventory and raw material is NTD 823,186 thousands (refer to note 9), which accounts for 11% of total assets, and 76% of net inventory value for the consolidated financial statement for December 31, 2020. Of which, its costs and related selling price are influenced by global raw material prices, which is possible f or violent fluctuations, and will result in the risk of having the raw material’s NRV lower than the carrying amount. Owing to the regulation for management level’s reference to IAS 2 “inventory” to evaluate the NRV for inventories as mentioned above, ther e involved estimation and judgment, of which its judgment result directly influenced the recognition of profit and loss amount, it is listed as part of KAMs.

In response to the KAMs mentioned above, the Accountant executed the major audit process as follow:

  1. Understand and test the Formosa Group ’s status of execution for its review of estimation for NRV, in order to evaluate its operational efficacy for its internal control system, and to evaluate the appropriateness of its decision method for its NRV, as well as to confirm that the inventory has been calculated by the lower of cost and net realizable value.

  2. Obtained latest raw material quotation or sales invoice, etc. through sampling so as to verify that there is no significant inconsistency betwe en the NRV and its reference price, and recalculated its inventory value in order to evaluate the appropriateness of its basis of opinion.

Other Matters

Formosa Oilseed Processing Co., Ltd had already prepared consolidated financial statements for 2020 and 2019, and the Accountant had issued unqualified opinion audit report as on record for reference.

Management Level and Governing Body’s Responsibilities for Financial Statements The management level’s responsibilities are to prepare appropriately expressed consolidated financial statements by referring to “Regulations Governing the Preparation of Financial Reports by Securities Issuers, ” and International Financial Reporting Standards, International Accounting Standards, interpretations, and SIC th at are approved and published as effective by the Financial Supervisory Commission, to maintain necessary internal control related to the preparation of consolidated financial statements, so as to confirm that there is no misstatement due to fraud or error s in the consolidated financial statements.

107

FOPCO

When preparing consolidated financial statements, the responsibilities for the management level also include the evaluation of the Formosa Group ’s operating abilities, the disclosure of related matters, and the adoption of going-concern accounting basis. Unless the management level intends to liquidate the Formosa Group or to terminate business operation, or apart from liquidating or terminating the business operation, there is no other feasible solution.

The governing body of the Formosa Group (including the Audit Committee) has the responsibility to supervise the financial reporting process.

Responsibilities for Accountants’ Auditing of Consolidated Financial Statements

The purpose for the Accountant’s auditing of consolidated financial statements is to obtain reasonable assurance that whether or not there are any significant misstatements due to fraud or errors in the consolidated financial statement in general, and to issue an audit report. Reasonable assurance is a high level of assurance. However, there is no guarantee that significant misstatements can be detected by refering to the Generally Accepted Auditing Standards (GAAS) when auditing. Misstatements can be caused by fraud or error. Shall the misstatement for individual amount or aggregate can reasonably predict the future influence of economic decisions made by consolidated financial statements’ users, it is considered significant.

When the Accountant audits according to the GAAS, the Accountant uses his/her professional judgment and remains professional skepticism. The Accountant also performs the duties as follow:

  1. Identify and evaluate the risk of significant misstatements caused by fraud or error in consolidated financial statements; Design and execute appropriate responding strategies for the evaluated risks; obtain sufficient and appropriate audit evidence as the basis for audit opinion. Since fraud might involve collusion, forgery, intentional omission, false statement, or violations of internal control, the risk of undetected significant misstatements due to fraud is higher than that of error.

  2. Acquire necessary understandings for internal control that is related to auditing, so as to design appropriate audit process that are suit able for the situation. However, its purpose is not to express opinion on the Formosa Group ’s efficacy for internal control.

  3. Evaluate the appropriateness of accounting policies adopted by the management level, and the reasonableness of its estimation a nd related disclosure as accountant.

  4. Based on the obtained audit evidence, to make conclusions on the appropriateness of implementing going concern accounting basis on the management level, and whether or not there are significant uncertainties in matters or circumstances that may cause significant doubts on the Formosa Group’s going concern abilities. Shall the Accountant believes there exists significant uncertainties in such matters or circumstances, the Accountant shall remind the consolidated f inancial statements’ users to pay attention to the consolidated financial statements ’ related disclosure in the audit report, or to amend audit opinion when such disclosure is considered inappropriate. The Accountant’s conclusion is based on the audit evidence obtained as of the date of the audit report. However, future matters or circumstances may result in the Formosa Group’s no longer having going concern abilities.

  5. Evaluate the general expression, structure, and content of consolidated financial statements (including related notes), as well as whether the consolidated financial statements appropriately expressed related transactions and matters.

108

  1. Obtain sufficient and appropriate audit evidence about the individual financial information formed within the Formosa Group, so as to express opinion about consolidated financial statements. The Accountant is responsible for the guidance, supervision, and execution of the auditing case, and is also responsible for forming auditing opinion for the Formosa Group.

The matters being communicated between the Accountant and the governing body include the planning of the range and time for the audit, and significant audit discoveries (including the significant lack of internal control identified during the aud it process).

The Accountant also provides statements regarding the personals from the firm that the Accountant is affiliated to abide by related independence that complies with the code of ethics for accountants to the governing body. The Accountant commu nicates with the governing body about all possible relationships that may be considered to influence the accountant’s independence, and other matters (including related protection measures).

The Accountant will decide the KAMs for the audit of the Formosa Group’s 2020 consolidated financial statements from the Accountant ’s communication with the governing body. The Accountant will state such matters in the audit report. Unless regulations disapprove the disclosure of specific matters, or under rare circums tances, the Accountant decides not to communicate about certain matters in the audit report. This is because one can reasonably expect the negative impact that this communication brings is greater than the increased public interests.

Deloitte Touche Tohmatsu Limited Accountant Liao, Wan-Yi Accountant Chen, Zhao-Mei

Financial Supervisory Commission Securities and Futures Commision Approval Approval Number Number No. Financial-SupervisoryNo. Taiwan-Financial-SecuritiesSecurities-Auditing-1010028123 VI-0920123784

March 25, 2021

109

FOPCO

Formosa Oilseed Processing Co., Ltd. & Subsidiary Companies

Consolidated Balance Sheets

December 31, 2020 and 2019

Unit: NTD thousands

Code


1100
1136
1150
1160
1170
1180
1200
1220
130X
1410
1479
11XX

1535
1550
1600
1755
1830
1840
1990
15XX
1XXX

Code


2100
2110
2150
2170
2180
2219
2220
2230
2280
2320
2399
21XX

2540
2570
2580
2640
2645
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
31XX
36XX

3XXX
Assets
Current assets
Cash and cash equivalents (notes 4 & 6)
Financial assets measured at amortized cost (notes 7 & 30)
Notes receivable (notes 4, 8 & 22)
Notes receivable – related parties (notes 4, 22 & 29)
Accounts receivable (notes 4, 8 & 22)
Accounts receivable – related parties (notes 4, 22 & 29)
Other receivables (notes 4 & 8)
Current tax assets (notes 4 & 24)
Inventory (notes 4, 5 & 9)
Prepayments (note 10)
Other current assets
Total current assets
Non-current assets
Financial assets measured at amortized cost – non-current (notes 7 & 30)
Investments by equity method (notes 4 & 12)
Property, plant, and equipment (notes 4, 13, 29 & 30)
ROU assets (notes 4 & 14)
Biological assets (notes 4 & 15)
Deferred tax assets (notes 4 & 24)
Other non-current assets (note 16)
Total non-current assets
Total assets
Liabilities and Equity
Current liabilities
Short-term loans (note 17)
Short-term notes and bills payables (note 17)
Notes payable (note 18)
Accounts payable (note 18)
Accounts payable – related parties (note 29)
Other payables (note 19)
Other payables – related parties (note 29)
Current tax liabilities (notes 4 & 24)
Lease liabilities – current (notes 4, 14 & 29)
Long-term loans due within one year (notes 4, 17 & 30)
Other current liabilities (note 22)
Total current liabilities
Non-current liabilities
Long-term loans (notes 4, 17 & 30)
Deferred tax liabilities (notes 4 & 24)
Lease liabilities – non-current (notes 4, 14 & 29)
Net defined benefit liabilities (notes 4 & 20)
Margin deposit
Total non-current liabilities
Total liabilities
Equity Attributed to the Owner(s) of the Parent Company
Ordinary share
Capital reserves
Retained earnings
Statutory retained earnings
Special retained earnings
Undistributed earnings
Total retained earnings
Other equity interest
Total equity for owner of parent company
Non-controlling interest
Total equity
Total liabilities and equity
December 31,2020
Amount

$ 1,225,893
16
204,023
3
348,821
4
8,029
-
810,558
11
233,514
3
33,744
-
-
-
1,076,633
14
216,970
3

34

-

4,158,219

54
20,000
-
274,924
4
3,019,144
39
182,361
3
-
-
16,636
-

22,110

-

3,535,175

46
$ 7,693,394
100
$ 1,580,018
21
329,639
4
9,061
-
226,072
3
4,681
-
166,905
2
-
-
61,731
1
11,768
-
490,000
6

7,282

-

2,887,157

37
785,000
10
95,560
1
172,557
2
19,958
1

21

-

1,073,096

14

3,960,253

51

2,187,030

28

121,015

2
220,476
3
200,454
2

667,183

9

1,088,113

14
(
98,435)
(
1)
3,297,723
43

435,418

6

3,733,141

49
$ 7,693,394
100
December 31,2020
Amount

$ 1,225,893
16
204,023
3
348,821
4
8,029
-
810,558
11
233,514
3
33,744
-
-
-
1,076,633
14
216,970
3

34

-

4,158,219

54
20,000
-
274,924
4
3,019,144
39
182,361
3
-
-
16,636
-

22,110

-

3,535,175

46
$ 7,693,394
100
$ 1,580,018
21
329,639
4
9,061
-
226,072
3
4,681
-
166,905
2
-
-
61,731
1
11,768
-
490,000
6

7,282

-

2,887,157

37
785,000
10
95,560
1
172,557
2
19,958
1

21

-

1,073,096

14

3,960,253

51

2,187,030

28

121,015

2
220,476
3
200,454
2

667,183

9

1,088,113

14
(
98,435)
(
1)
3,297,723
43

435,418

6

3,733,141

49
$ 7,693,394
100
December 31,2019 December 31,2019 December 31,2019
Amount
$ 1,225,893
204,023
348,821
8,029
810,558
233,514
33,744
-
1,076,633
216,970

34

4,158,219
20,000
274,924
3,019,144
182,361
-
16,636

22,110

3,535,175
$ 7,693,394
$ 1,580,018
329,639
9,061
226,072
4,681
166,905
-
61,731
11,768
490,000

7,282

2,887,157
785,000
95,560
172,557
19,958

21

1,073,096

3,960,253

2,187,030

121,015
220,476
200,454

667,183

1,088,113
(
98,435)
3,297,723

435,418

3,733,141
$ 7,693,394
Amount
$ 819,700
869,647
306,131
9,453
824,682
216,980
61,699
738
1,202,143
231,775

36

4,542,984
18,000
257,928
2,677,568
200,109
5,329
16,024

23,075

3,198,033
$ 7,741,017
$ 1,845,793
-
8,660
165,842
5,903
143,217
21
54,062
13,083
282,500

3,375

2,522,456
1,107,500
253,657
187,895
21,080

-

1,570,132

4,092,588

2,187,030

121,015
188,689
200,454

605,001

994,144
(
95,204)
3,206,985

441,444

3,648,429
$ 7,741,017
















(
















(


















(
















(


11
11
4
-
11
3
1
-
15
3
-
59
-
3
35
3
-
-
-
41
100
24
-
-
2
-
2
-
1
-
4
-
33
14
3
3
-
-
20
53
28
1
2
3
8
13
1)
41
6
47
100

The notes attached are part of this consolidated financial statement.

110

Formosa Oilseed Processing Co., Ltd. & Subsidiary Companies

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2020 and 2019

Unit: NTD thousands; EPS in NTD

Code

Operating revenue (notes 4, 22 & 29)
4110
Sales income

4170
Subtract: sales returns and
allowances
4100
Net operating income
4660
Processing income

4000
Total operating revenue

Operating cost
5110
Cost of sales (notes 9 & 29)
5660
Processing costs

5000
Total operating cost

5850
Gains on initial recognition of
agricultural products (note 15)
5900
Gross profit
5910
(Un)realized profit with affiliated
enterprises
5950
Realized gross profit

Operating expenses (note 29)
6100
Promotion expenses
6200
Management expenses
6300
Research and development
expenses
6450
Expected gain on reversal of
credit impairment loss
6000
Total operating expenses

6510
Other net revenue and expenses (note
23)
6900
Operating profit

Non-operating income and expenses
7060
Gains on affiliated enterprises,
accounted for using equity
method
7100
Interest income
7230
Foreign currency exchange net
profit (note 23)
7110
Rent income (note 29)
2020

100


-

100

-

100

89

-


89


-

11

-


11

4
2
-

-


6


-


5

-
-
-
-
2019
Amount


$ 10,262,466


51,916

10,210,550


2,943


10,213,493

9,141,688

1,393


9,143,081


42,350

1,112,762
(
313)


1,112,449

387,243
186,240
35,115
(
3,705)


604,893


601


508,157

39,660
10,659
26,603
1,085
Amount

$ 10,691,049


47,905

10,643,144


3,362


10,646,506

9,632,355

1,608


9,633,963


36,279

1,048,822

1,119


1,049,941

396,870
177,200
33,069
(
2,683)


604,456


343


445,828

28,100
25,136
24,870
1,010








(

(
























(















100
-
100
-
100
90
-
90
-
10
-
10
4
2
-
-
6
-
4
1
-
-
-

(next page)

111

FOPCO

(Continued)

Code

7190
Other income (notes 4 & 14)

7510
Interest expense (notes 23 & 29)
7590
Miscellaneous expense

7000
Total non-operating income
and expenses
7900
Profit before tax
7950
Income tax fees (notes 4 & 24)

8200
Net profit

Other comprehensive income
Items not reclassified under
profit and loss
8311
Remeasurements of
defined benefit plan
(note 20)
8316
Equity instrument
investment appraisal
profit and loss measured
at fair value via other
comprehensive income
8320
Other comprehensive
income of affiliated
enterprises, accounted
for using equity method
Items that may be reclassified
under profit and loss
afterwards
8361
Exchange difference after
conversion of foreign
operations’ financial
statements
8300
Total other (net)
comprehensive income
8500
Total comprehensive income

Net profit belongs to:
8610
Owner(s) of parent company

8620
Non-controlling interest

8600

Total comprehensive income belongs
to:
8710
Owner(s) of parent company

8720
Non-controlling interest

8700

EPS (note 25)
9710
Basic

9810
Diluted
2020

-

-


-


-

5

1


4

-

-

-


-


-


4

4


-


4

4


-


4


2019
Amount

$ 6,052
(
28,685 )
(
359)


55,015

563,172

145,385


417,787

877
-
1,649
(
3,231)

(
705)

$ 417,082

$ 375,757

42,030

$ 417,787

$ 375,052

42,030

$ 417,082

$ 1.72
$ 1.72
Amount

$ 3,960
(
34,983 )
(
746)


47,347

493,175

97,695


395,480

(
288 )
(
20,175 )
(
669 )
(
27,638)

(
48,770)

$ 346,710

$ 339,004

56,476

$ 395,480

$ 290,234

56,476

$ 346,710

$ 1.55
$ 1.55

(
(



(
(



















(
(



(
(
(
(
(












(
(




-
-
-
1
5
1
4
-
-
-

1)

1)
3
3
1
4
3
-
3

The notes attached are part of this consolidated financial statement.

112

Formosa Oilseed Processing Co., Ltd. & Subsidiary Companies

Consolidated Statement of Changes in Equity

January 1 to December 31, 2020 and 2019

Unit: NTD thousands; EPS in NTD


C o d e

A1
Jan 1, 2019 balance
Appropriation and distribution of earnings for
2018
B1
Statutory earnings reserve
B5
Shareholder’s cash dividend – NTD 1.15
per share
D1
2019 net profit
D3
2019 other comprehensive income
D5
2019 total comprehensive income
O1
Subsidiary companies’ shareholder’s cash
dividend
Q1
Disposal of equity instruments at fair value
through other comprehensive income
Z1
Dec 31, 2019 balance
Appropriation and distribution of earnings for
2019
B1
Statutory earnings reserve
B5
Shareholder’s cash dividend – NTD 1.30
per share
D1
2020 net profit
D3
2020 other comprehensive income
D5
2020 total comprehensive income
O1
Subsidiary companies shareholder’s cash
dividend
Z1
Dec 31, 2020 balance
Equitythat Belongs to Owner of Parent Company Equitythat Belongs to Owner of Parent Company Equitythat Belongs to Owner of Parent Company Equitythat Belongs to Owner of Parent Company Equitythat Belongs to Owner of Parent Company Total
$ 3,168,260
-

251,509)

251,509)
339,004

48,770)
290,234
-
-
3,206,985
-

284,314)

284,314)
375,757

705)
375,052
-
$ 3,297,723
Non-controlling
interest
(note 21)
$ 433,025
-
-
-
56,476
-
56,476

48,057)
-
441,444
-
-
-
42,030
-
42,030

48,056)
$ 435,418
Total Equity
C o m m o n S ha r e Ca p i ta l ( n o t e 2 1 )
No. of Shares (1000)
Amount

218,703
$ 2,187,030
-
-

-

-

-

-
-
-

-

-

-

-

-

-

-

-

218,703

2,187,030
-
-

-

-

-

-
-
-

-

-

-

-

-

-

218,703
$ 2,187,030
Capital Reserve
(note 21)
$ 121,015
-
-
-
-
-
-
-
-
121,015
-
-
-
-
-
-
-
$ 121,015
Preserved Earnings (note 21) Undistributed
Earnings
$ 564,201

25,563 )

251,509)

277,072)
339,004

957)
338,047
-

20,175)
605,001

31,787 )

284,314)

316,101)
375,757
2,526
378,283
-
$ 667,183
Other Equity
Unrealized valuation
gains at fair value
through other
comprehensive
income
Exchange difference
converted in foreign
operating
institutions’ financial
statements
$ -
($ 67,566)
-
-

-

-

-

-
-
-
(
20,175)
(
27,638)
(
20,175)
(
27,638)

-

-

20,175

-

-
(
95,204)
-
-

-

-

-

-
-
-

-
(
3,231)

-
(
3,231)

-

-
$ -
($ 98,435)
Unrealized valuation
gains at fair value
through other
comprehensive
income

$ -
-

-

-
-
(
20,175)
(
20,175)

-

20,175

-
-

-

-
-

-

-

-
$ -
No. of Shares (1000)

218,703
-

-

-
-

-

-

-

-

218,703
-

-

-
-

-

-

-

218,703
Statutory Earnings
Reserve
$ 163,126
25,563

-

25,563
-

-

-

-

-

188,689
31,787

-

31,787
-

-

-

-
$ 220,476
Special Earnings
Reserve
$ 200,454
-
-
-
-
-
-
-
-
200,454
-
-
-
-
-
-
-
$ 200,454


































































(
(
(
(


(

(
(
(






(
(








(


(
(


(


(
(

(

(
(
(




(
(
(







(






(

(
(
(

(


(
(
(

(
$ 3,601,285
-

251,509)

251,509)
395,480

48,770)
346,710

48,057)
-
3,648,429
-

284,314)

284,314)
417,787

705)
417,082

48,056)
$ 3,733,141

The notes attached are part of this consolidated financial statement.

113

FOPCO

Formosa Oilseed Processing Co., Ltd. & Subsidiary Companies Consolidated Statement of Cash Flows

January 1 to December 31, 2020 and 2019

Unit: NTD thousands

Code
Cash Flow for Operating Activities
A10000
Net profit before tax
A20010
Income and expenses items
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit impairment loss
reversal benefits
A20900
Interest expense
A21200
Interest income
A22300
Gains on affiliated enterprises
accounted for using equity
method
A29900
Gains on originally recognized
agricultural products
A22500
Disposal of (profit) losses on
property, plant and equipment
A22900
Disposal of gains on biological
assets
A29900
Disposal of gains on ROU assets
A23900
Unrealized (realized) selling profits
with affiliated enterprises
A30000
Net variables of operating assets and
liabilities
A31130
Notes receivable
A31140
Notes receivable – related parties
A31150
Accounts receivable
A31160
Accounts receivable – related
parties
A31180
Other receivables
A31200
Inventory
A31230
Prepayments
A31240
Other current assets
A32130
Notes payable
A32140
Notes payable – related parties
A32150
Accounts payable
A32160
Accounts payable – related parties
A32180
Other payables
A32190
Other payables – related parties
A32210
Receipts in advance
A32230
Other current liabilities
A32240
Net defined benefit liabilities
A33000
Cash generated from operations
2020
$ 563,172
128,914
3,109
(
3,705 )
28,685
(
10,659 )
(
39,660 )
(
42,350 )
(
233 )
(
318 )
(
50 )
313
(
42,690 )
1,424
17,829
(
16,534 )
2,637
167,860
12,695
2
401
-
60,230

(
1,222 )
14,030
(
21 )
3,897
10
(
245)
847,521
2019
$ 493,175
127,977
3,398
(
2,683 )
34,983
(
25,136 )
(
28,100 )
(
36,279 )
318
(
644 )
(
17 )
(
1,119 )
72,210
(
3,804 )
71,037
(
13,571 )
(
3,519 )
(
117,334 )
3,536
27
(
9,679 )
(
299 )
(
81,651 )
2,230
28,375
21
(
1,453 )
(
602 )
(
4,874)
506,523

(next page)

114

(Continued)

Code
A33100
Interest income
A33300
Interest expense
A33500
Income tax expense
AAAA
Net cash inflow from operating
activities
Investment activities cash flow
B00010
Financial assets obtained at fair value through
other comprehensive income
B00020
Disposal of financial assets at fair value
through other comprehensive income
B00040
Financial assets obtained at amortized cost
B00050
Disposal of financial assets at amortized cost
B02700
Obtained property, plant and equipment (note
26)
B02800
Disposal of property, plant and equipment
proceeds
B09900
Purchasing of biological assets (note 26)
B04600
Disposal of biological assets proceeds
B03700
Decrease (increase) in refundable deposits
B06700
Decrease in other non-current assets
B07500
Interest income
B07600
Obtained dividend from affiliated enterprises
BBBB
Net cash in(out)flow from investment
activities
Financing activities cash flow
C00100
Increase (decrease) in short-term loans
C00500
Increase (decrease) in short-term notes
payable
C01600
Long-term loan
C01700
Repayment of long-term loan
C03000
Increase (decrease) in margin deposit
C04020
Repayment of lease liability capital
C04500
Distribution of cash dividend
C05800
Non-controlling interest dividend expense
CCCC
Net cash in(out)flow of financing
activities
DDDD
Impact from exchange rate changes
EEEE
Increase of cash and cash equivalents
E00100
BOY balance for cash and cash equivalents
E00200
Year-end balance for cash and cash equivalents
2020
$ 767

30,790 )
295,153)
522,345
-
-
-
664,747

433,439 )
1,525

2,600 )
318

5,659 )
832
35,147
24,000
284,871

265,775 )
330,000
297,500

412,500 )
21

13,096 )

284,314 )
48,056)
396,220)
4,803)
406,193
819,700
$ 1,225,893
2019

(
(


(
(
(



(
(
(
(
(
(
(


(
(

(
(
(
(

(
(
(
(
(
(
(

(

$ 885

33,006 )
62,668)
411,734

92,350 )
72,175

189,863 )
-

691,941 )
587

8,450 )
646
5,310
79
12,698
20,000
871,109)
1,074,786

350,000 )
804,000

414,000 )

8 )

13,441 )

251,509 )
48,057)
801,771
5,433)
336,963
482,737
$ 819,700

The notes attached are part of this consolidated financial statement.

115

FOPCO

Formosa Oilseed Processing Co., Ltd. and Subsidiary Companies

Notes for Consolidated Financial Statements

January 1 to December 31, 2020 and 2019

(Unless stated otherwise, the amounts’ unit is in NTD thousands)

I. Company’s History

Formosa Oilseed Processing Company Co., Ltd. (parent company, parent company and individuals controlled by the parent company are hereafter referred to as “Consolidated Company”) was established in 1986. Since September 1993, the Company’s share has been listed for transaction on Taiwan Stock Exchange. Our main businesses include the manufacturing and the selling of soybean oil, soy flour, flour, oatmeal, corn, pet food, and import and export transactions. The Company’s subsidiary company “Top Food Industry Corporation” (Top Food) started to operate since October 2007, and its main business includes producing and selling flour. Thus, the parent company no longer engages in the production of flour.

Formosa Oilseed Processing Co., Ltd., Ningbo (Formosa Oilseed Processing (Ningbo)) was reinvested in Mainland China in 1999 by subsidiary company – Formosa Oilseed Processing Co., Ltd., Panama, and its business mainly engages in the processing, sales and wholesale trading of soybeans, rapeseed oil, oilseeds, and its byproducts. Owing to the local government’s expropriation of Formosa Oilseed Processing (Ningbo) ’s land ROU and plant and equipment, Formosa Oilseed Processing (Ningbo) temporarily terminated its operation in soybean and rapeseed oil, oilseeds and its byproducts’ processing and sales business, and only engaged in wholesale trading business since July 2015. In response to the market ’s future developmental demand, the Consolidated Company expanded its business to poultry breeding and the wholesaling of agricultural products, and acquired Fu You An Kang Co., Ltd. (Fu You An Kang) by cash in February 2016.

This consolidated financial statement is expressed in the parent company’s functional currency New Taiwan Dollars (NTD).

II. Date of Approval and Procedures for Financial Report

This consolidated financial report was approved by the parent company’s board of directors on March 25, 2021.

116

III. Application of Newly Announced Standards for Amendments and Explanations

(1) First time applicable of International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standing Interpretation Committee (SICs) (hereafter referred to as IFRSs) as approved and announced effective by the Financial Supervisory Commission (hereafter referred to as FSC). Newly Announced Amended Amendments & Effective Date for IFRIC Announcement of IASB ~~Amendments to IFRS 3 “definition of a business” Jan 1, 2020~~ Amendments to IFRS 9, IAS 39, and IFRS 7 Jan 1, 2020 “interest rate benchmark reform” Amendments to IAS 1 and IAS 8 “Definition of Jan 1, 2020 significance” Amendments to IFRS 16 “Covid-19-Related Rent Jun 1, 2020 Concessions”

Except for the descriptions below, the application of the IFRSs as approved and announced effective by the FSC will not necessarily cause significant changes in the Company’s accounting policies.

Amendment to IFRS 16 “Covid-10-Related Rent Concessions ”

The Consolidated Company chooses to apply the amendment ’s practical expedient to handle rental negotiations directly related to Covid-19 between the Consolidated Company and the lessor(s). For related accounting policies, please refer to note 4. Before the application of this amendment, the Consolidated Company should decide whether regulations for rental modifications are applicable to the aforementioned rental negotiations.

The Consolidated Company began the application of this amendment since January 1, 2020. Since t he aforementioned rental negotiations only influenced the year 2020, the tracking of the application of this amendment has no impact on the reserved earnings for January 1, 2020.

(2) The Application of the IFRSs as Approved by the FSC for 2021

Newly AnnouncedAmendedAmendments &
IFRIC
Amendments to IFRS 4, “Deferral of Effective Date
of IFRS 9”
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4,
and IFRS 16, “Interest Rate Benchmark Reform –
Phase II”
Effective Date for
Announcementof IASB
Effective on the day of
announcement
Effective during the annual
reporting period after
Jan 1, 2021

As of the date of announcement of the approval of this consolidated financial statement, the Consolidated Company’s estimation criteria and the amendments to IFRIC will not necessarily cause significant impact on the Consolidated Company’s financial status and financial performance.

117

FOPCO

  • (3) IFRSs Announced by the International Accounting Standards Board (IASB) but Not Yet Approved by the FSC

Effective Date for Newly Announced Amended Amendment(s) & Announcement of IASB IFRIC (note 1) “Annual Improvements – 2018-2020 Cycle” Jan 1, 2022 (note 2) Amendments to IFRS 3, “Updated Reference to Conceptual Framework” Jan 1, 2022 (note 3) Amendments to IFRS 10 and IAS 28, “Sale or Undecided Contribution of Assets Between an Investor and Its Associate or Joint Venture” Amendments to IFRS 17, “Insurance Contracts” Jan 1, 2023 Amendments to IFRS 17 Jan 1, 2023 Amendments to IAS 1, “Classification of Liabilities Jan 1, 2023 as Current or Non-Current” Amendments to IAS 1, “Disclosure of Accounting Jan 1, 2023 (note 6) Policies” Amendments to IAS 8, “Definition of Accounting Jan 1, 2023 (note 7) Estimates” Amendments to IAS 16, “Property, Plant and Jan 1, 2022 (note 4) Equipment – Proceeds before Intended Use” Amendments to IAS 37, “Onerous Contracts – Cost of Jan 1, 2022 (note 5) Fulfilling a Contract”

Note 1: Unless noted otherwise, the above-mentioned newly announced/amended/amendment or IFRICs are effective during the annual reporting period after the respective dates. Note 2: The amendments to IFRS 9 are applicable to financial liabilities or change of provisions that happen during the annual reporting period after January 1, 2022; the amendments to IAS 41 on “Agriculture” are applicable to fair value measurements during the annual reporting period after January 1, 2022; the amendments to IFRS 1 on “First-Time Adoption of IFRSs” are traced back and applicable to the annual reporting period after January 1, 2022. Note 3: This amendment is applicable to business mergers of which the acquisition date is during the annual reporting period after January 1, 2022. Note 4: This amendment is applicable to property, p lant, and equipment of which their operating methods’ necessary locations and status meet the management level’s expectations after January 1, 2021. Note 5: This amendment is applicable to contracts of which all obligations are not yet fulfilled by January 1, 2022. Note 6: This amendment is applicable to prospective during the annual reporting period after January 1, 2023. Note 7: This amendment is applicable to changes in accounting estimates and changes in accounting policies during the annual reporting period after January 1, 2023.

As of the announcement date for the approval of this consolidated financial report, the Consolidated Company still continues to evaluate the impacts that the amendments of standards and IFRICs have caused

118

on the Consolidated Company’s financial status and financial performance. Related impacts will be disclosed when the evaluation is completed.

IV. Statement for Summaries for Significant Accounting Policies

  • (1) Compliance Assertion

This consolidated financial statement was prepared by referring to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and IFRSs approved and announced effective by the FSC.

  • (2) Preparation Basis

Except for the net defined benefit liabilities accounted for using the present value for defined benefit obligation subtracting planned assets at fair value, this consolidated financial statement was prepared on the basis of historical cost.

The fair value measurement can be divided to level one to level three according to the related input values’ observability and importance:

  1. First level of input value: refers to the quotation of the same assets or liabilities in the active market that can be obtained on the measurement date (unadjusted yet).

  2. Second level of input value: refers to, apart from the first level’s quotation, the assets’ or liabilities’ direct (which is price) or indirect (which is derived from price) observable input value.

  3. Third level of input value: refers to assets’ or liabilities’ unobservable input value.

  4. (3) Standards for Distinguishing Current and Non-Current Assets and Liabilities

Current assets include:

  1. Assets possessed mainly for transaction purposes;

  2. Assets expected to be realized within 12 months after the date o f balance sheet; and

  3. Cash. (but excluding those restricted to the exchange or settlement of liabilities for more than 12 months after the date of balance sheet).

Current liabilities include:

  1. Liabilities possessed mainly for transaction purposes;

  2. Liabilities at maturity for settlement within 12 months after the date of balance sheet (even though the long-term re-financing or the rearrangement of payment agreements have been completed after the date of balance sheet and before the approval of t he announcement of financial reports, it still belongs to current liabilities); and

  3. Liabilities of which its settlement period cannot be unconditionally deferred to at least 12 months after the date of balance sheet.

Those that do not belong to the above-mentioned current assets or current liabilities are classified under non-current assets or non-current liabilities.

  • (4) Consolidation basis

119

FOPCO

This consolidated financial statement includes financial statements of the parent company and entities controlled by the parent company (subsidiary companies). The consolidated comprehensive income had already included the operating profit or loss of the acquired or disposed subsidiary companies from the current acquisition date or until the disposal date. The subsidiary companies’ financial statements have been adjusted appropriately, so that its accounting policies are consistent with the Consolidated Company’s accounting policies. When preparing the consolidated financial statement, the transactions, acco unt balance, income, and expense among each entity had all been written off. The subsidiary companies’ total comprehensive income belongs to the parent company’s business owner and non-controlling interest.

When the changes in the Consolidated Company’s ownership equity to subsidiary companies do not result in loss of control, it is handled as equity transaction. The carrying amount for the Consolidated Company and non-controlling interest had been adjusted, so as to reflect its relative changes in equity comparing to that of subsidiary companies. The difference between the adjusted amount for non-controlling interests and the fair value for the paid or received consideration is directly recognized as equity, and belongs to the parent company’s business owner.

For the subsidiary companies’ statements, shareholding ratio, and operating items, please refer to note 11 and schedule 4.

  • (5) Foreign Currencies

When each entity prepared the financial statements, for entities that traded with their individual functional currencies (foreign currencies), the functional currency was recorded by referring to the exchange rate on the transaction date.

The monetary items in foreign currencies are converted at the closing exchange rage on every date of balance sheet. The exchange difference generated from settling monetary items or converting monetary items will be recognized as the current year ’s profit or loss. Non-monetary items in foreign currencies measured at fair value are converted at the exchange rate on the day of determining the fair value, and the exchange difference generated is recognized as the current year’s profit or loss. However, for items that belong to the changes in fair value and recognized as other comprehensive income, their exchange difference generated will be recognized as other comprehensive income.

Non-monetary items in foreign currencies measured at historical cost are converted at the exchange rate on the date of transaction, and will not be reconverted.

When preparing the consolidated financial statement, foreign operating institutions’ (including the country of operation or subsidiary companies that use different currencies from the Company) assets and liabilities are converted to NTD at the exchange rate on every date of

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balance sheet. The income and expense items are converted at the average exchange rate for the current year, and the exchange difference generated is recognized as other comprehensive income.

(6) Inventory

Inventories include (in transit) raw materials, materials, finished goods, work in progress, and products. Inventories are measured at lower of cost and NRV. When comparing the cost and the NRV, apart from inventories with the same classification, the Company measures on the basis of individual items o f inventories. NRV refers to the balance after subtracting the estimated cost that still needs to be invested until completion and the estimated cost to complete the sell from the estimated selling price under normal circumstances. Inventory cost is calculated by using weighted average method.

Costs that were transferred from biological assets to agricultural products were measured by the harvest point ’s fair value subtracting cost of sales.

(7) Investments in Affiliated Enterprises

Affiliated enterprises are enterprises that have significant influences on the Company, but do not belong to subsidiary companies or joint ventures. The Company uses the equity method in investing in affiliated enterprises.

Under the equity method, the investments in affiliated enterprises are originally recognized as costs, and the carrying amount obtained in the future will increase or decrease according to the Consolidated Company’s benefits from the affiliated enterprises’ income and other comprehensive income, and pro fit distribution. In addition, the Consolidated Company’s benefit in affiliated enterprises’ changes in equity is recognized according to its shareholding ratio.

If the Consolidated Company does not subscribe according to its shareholding ratio when affiliated enterprises issue new shares, and causes changes in shareholding ratio, and further results in the decrease or increase of invested equity net value, the Consolidated Company increases or decreases the amount to adjust its capital surplus and investments accounted for using equity method. If the aforementioned adjustment should debit capital surplus, and the capital surplus balance from investment accounted for using equity method is insufficient, its difference should be recognized as retained earnings under the debit column.

When the Company evaluates its impairment loss, it regards the overall carrying amount of the investment as a single asset, and compares recoverable amounts with the carrying amount to perform the

impairment test, and the recognized impairment loss also belongs to part of the investment’s carrying amount. Any reversal from impairment loss can be recognized within the range of subsequent increase in the recoverable amount for such investment.

The profits or losses from upstream and downstream transactions between the Consolidated Company and the affiliated enterprises are solely within the range that is unrelated to the Consolidated Company’s

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equity in the affiliated enterprises, and are recognized in consolidated financial reports.

(8) Property, Plant and Equipment Property, plant, and equipment are recognized as costs, of which the amount will later be measured by cost subtracting accumulated depreciation.

Property, plant, and equipment’s significant parts were separately depreciated within the useful life using the straightline method. If the lease period is shorter than the durability, it will be listed as depreciation during the lease period. The Consolidated Company scans the estimation of useful life, residual value, and depreciation method at least on the last day of every year, and postpones the impact of changes in applicable accounting estimations.

When property, plant, and equipment are derecognized, the difference between the net disposal proceeds and suc h asset’s carrying amount is recognized as profit or loss.

(9) Property, Plant, and Equipment, and ROU Assets’ Impairment Loss The Consolidated Company evaluates whether there are any traces showing possible impairments in property, plant, and equipment, and ROU assets on every date of balance sheet. If any impairment traces exist, the Consolidated Company will estimate such asset ’s recoverable amount. If it is impossible to estimate individual asset ’s recoverable amount, the Company estimates the recoverable amount of the cashgenerating unit to which such asset belongs.

Recoverable amount is calculated by the higher of fair value subtracting sales cost and its use value. When individual assets or the recoverable amount of the cash generating unit is lower than its carrying amount, such asset or the carrying amount of the cash generating unit is reduced to its recoverable amount, and the impairment loss is recognized under profit or loss.

When impairment loss is subsequently reversed, the car rying amount for such assets or cash generating unit are increased to the recoverable amount after being adjusted. However, the carrying amount after the increase shall not exceed the carrying amount (minus depreciation) determined if such assets or cash-generating unit did not recognize impairment loss in the previous years. The reversal of impairment loss is recognized as profit or loss.

(10) Biological Assets

Biological assets were originally recognized as cost plus transactional cost, and were subsequently measured by fair value

subtracting cost of sales. The profit or loss generated from changes in fair value subtracting cost of sales is denominated as profit or loss in the current year of event. Biological assets that cannot be measured reliably at fair value are measured by the amount for cost subtracting accumulated depreciation and accumulated impairment loss. The related expense for immature productive biological assets during the breeding period will be capitalized.

122

Biological assets that cannot be measured reliably at fair value within the productive period will be listed as depreciation according to straight-line basis. The Consolidated Company conducts impairment tests on a regular basis. When there is objective impairment evidence, it will be recognized as impairment loss.

Agricultural products harvested from biological assets were originally measured by harvest point at fair value subtracting cost of sales, and transferred to as inventory, and were subsequently handled as inventory.

  • (11) Financial Instruments

When financial assets and financial liabilities become one of the contractual regulations for such instrument of the Consolidated Company, they are recognized in consolidated balance sheets.

When originally recognizing financial assets and financial liabilities, if financial assets or financial liabilities do not belong to those measured at fair value through profit or loss, then it is measured by fair value plus financial costs directly attributed to the obtainment or distribution of financial assets or financial liabilities. The transaction costs directly attributed to the obtainment or distribution of financial assets or financial liabilities at fair value through profit or loss shall be recognized as profit or loss immediat ely.

  1. Financial assets

The regular way purchase or sale of financial assets adopts accounting recognition and derecognition on the trade date. (1) Types of measurements

The types of financial assets that the Consolidated Company possesses are financial assets at amortized cost, and investments in equity instrument at fair value through other comprehensive income.

  • A. Financial assets measured at amortized cost

  • If the Company’s investments of financial assets

  • simultaneously meet the two conditions below, then it is categorized as financial assets measured at amortized cost:

  • a. It is held under a certain business model, and the purpose for such model is to obtain contractual cash flow by holding financial assets; and

  • b. The cash flow generated on the specific date of contractual regulations, and such cash flow is completely used for principal payment and the interest for outstanding capital.

  • After the original recognition of financial assets at

  • amortized cost (including cash and cash equivalents, notes receivable at amortized cost, accounts receivable, other receivables, and other financial assets), they are measured by the carrying amount determined by effective interest method subtracting any impairment loss after amortized

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cost. Any profit or loss owing to foreign currency exchange is recognized as profit or loss.

Except for the two conditions below, interest income is calculated by multiplying effective interest rate and financial assets’ total carrying amount:

a. Credit-impaired financial assets purchased or created, and the interest income is calculated by multiplying effective interest rate after credit adjustment by financial assets after amortized cost.

b. Financial assets that do not belong to purchased or created credit impairment, but subsequently become credit impairment, and the interest income is calculated by multiplying effective interest rate by financial assets after amortized cost.

Cash equivalents include demand deposits with high liquidity, which can be transferred to fixed cash, and with extremely small risks in value change. It is used to fulfill short-term cash commitments.

B. Investments in equity instrument at fair value through other comprehensive income

When the Consolidated Company makes original recognition, the Consolidated Company can make an irrevocable choice, which is the investments in equity instrument that are not held for trading and not merger acquirer recognized as contingent consideration, and are appointed to be measured at fair value thro ugh other comprehensive income.

Investments in equity instruments at fair value through other comprehensive income are measured at fair value, and the subsequent changes in fair value are listed in other comprehensive income, and are accumulated in other equities. During the disposal of investments, the accumulated profit is directly transferred to retained earnings, and will not be re-classified as profit or loss.

The dividends for investments in equity instruments at fair value through other comprehensive income are recognized as profit or loss when the Consolidated Company’s right to

receive payments is established, unless such dividend obviously represents the recovery of partial investment cost. (2) Impairment loss of financial assets

The Consolidated Company assesses its financial assets after amortized cost (including notes receivable and accounts receivable) based on expected credit loss on every date of balance sheet.

Notes receivable and accounts receivable should both be recognized as allowance loss based on the expected credit loss during the duration. Other financial assets are first assessed

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by whether there is a significant increase in credit risks after the original recognition. If there is no significant increase, then the recognition of allowance loss is based on 12 months ’ expected credit loss. If there is a significant increase, then the recognition of allowance loss is based on the expected credit loss during the duration.

Expected credit loss is a weighted average credit loss with the risk of default as the weight. The 12 months expected credit loss represents the expected credit loss that is caused by possible default events within the 12 months after the reporting date of the financial instrument. Expected credit loss during the duration represents the expected credit loss caused by the financial instrument’s possible default events during the duration.

All carrying amount for financial assets’ impairment loss are reduced through the allowance account.

(3) Derecognition of financial assets

The Consolidated Company’s financial assets can only be derecognized when the contractual rights from financial assets cash flows become invalid, or when the financial assets have been transferred and almost all risks and rewards for such assets’ ownership have been transferred to other enterprises.

When the financial assets measured after amortized cost is entirely derecognized, the carrying amount and the difference between the considerations received are recognized as profit or loss. When the equity instrument investments at fair value through other comprehensive income are entirely derecognized, the accumulated profit or loss are directly transferred to retained earnings, and will not be re-classified as profit or loss.

  1. Financial liabilities

  2. (1) Subsequent measurements

  3. Financial liabilities are measured at amortized cost

  4. accounted for using the effective interest method.

(2) Derecognition of financial liabilities

When derecognizing financial liabilities, the carrying amount and difference between consideration payments (including any transferred non-cash assets or assumed liabilities) are recognized as profit or loss.

  • (12) Provisions Amounts recognized as provisions are to consider obligatory risks

  • and uncertainties, and are the best estimate for the required expense to settle the obligation on the date of balance sheet.

  • (13) Recognition of income

After the Consolidated Company identifies performance obligations in customer contracts, it will amortize transaction prices to

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each performance obligation, and will recognize as income once each performance obligation is fulfilled.

Sales income from goods

The sales income from goods is from the selling of oil, feeds, and flours, etc.

When oil, feeds, and flours, etc. arrives the customers ’ designated location/starts shipment, the customers already have the rights to set up prices and the rights to use, and have the main responsibility to re -sale these products. They also have to take the risk for the outdating of goods. The Consolidated Company recognizes its income and accounts receivable at this point of time.

When processing, the significant risk and rewards of the ownership to the processed products are not yet transferred, and will not be handled for selling when processing. (14) Lease

The Consolidated Company evaluates whether the contract belongs to (or includes) lease on the contract establishment date.

  1. The Consolidated Company as the lessor

When the lease clause transfers almost all risks and rewards attached to the ownership of the asset to the lessee, it is classified as financing lease. All other leases are classified as operating lease. Under operating lease, the lease payments are recognized as income on the straight-line basis during related lease periods. Original direct costs happened because of the obtainment of operating lease is added to the target assets’ carrying amount, and recognized as expense on the straight-line basis during the lease period.

  1. The Consolidated Company as the lessee

Except for low-value asset lease that is applicable to recognition exemption, and lease payments for short -term lease that are based on the straight-line basis recognized as expenses during the lease period, other leases are all recognized as ROU assets and lease liabilities on the lease starting date.

ROU assets are originally measured by costs (including lease liabilities’ original measured amount, lease payment before the lease starting date subtracting lease incentives, original direct cost, and estimated cost of restored assets), and subsequently measured by the amount of the cost subtracting accumulated depreciation and accumulated impairment loss, and adjusts the remeasurements of lease liabilities. ROU assets are separately expressed in the consolidated balance sheet.

ROU assets’ depreciation is pre-estimated on a straight-line basis from the lease starting date until the expiration of the useful life whichever is earlier.

Lease liabilities are originally measured by the lease payment’s current value (including regular payments and lease

126

payments depending on changes in index or rate). If the interest rate implicit in a lease is easy to determine, the lease payments are discounted with this interest rate. If such interest rate is not easy to determine, then the lessee’s increment borrowing interest rate will be used.

Subsequently, lease liabilities are measured by effective interest method after amortized cost, and the interest expense is amortized during the lease period. If the lease period or changes in the rate that is used to determine lease payments result in changes of future lease payments, the Consolidated Company will remeasure lease liabilities, and relatively adjust ROU assets. However, if the carrying amount for ROU assets decreases to zero, then the remaining remeasured amount will be recognized as profit or loss. Lease liabilities are separately expressed in the consolidated balance sheet.

The Consolidated Company and the lessor underwent rent negotiations directly related to Covid-19, and adjusted the rent due before June 30, 2021 that resulted in the decrease of rent. Such negotiation did not cause significant changes in other lease clauses. The Consolidated Company chose to adopt practical expedient to handle all lease negotiations that meet the aforementioned condition. The Consolidated Company did not evaluate whether such negotiation was about lease amendments. Instead, the Consolidated Company recognized the deduction of lease payments as profit or loss (pre-estimated as other income) when concession events or situations happen, and relatively reduced lease liabilities. (15) Borrowing Costs

The borrowing costs directly attributed to the acquisition, construction, or production of qualified assets are part of such assets cost, until almost all necessary activities for such assets to reach its intended usage or selling status have been completed.

Except for the aforementioned, all other borrowing costs are recognized as profit or loss in the current period. (16) Employees’ Benefit

  1. Short-term employees’ benefit

Related liabilities for short-term employees’ benefit is measured at non-discounted cash amount prepaid for the exchange of employee services.

  1. Post-employment benefit

The pension of the defined allocation retirement plan should be allocated and the pension amount should be recognized as expense when the employee provides his/her service period.

Defined benefit retirement plan’s defined benefit cost (including service costs, net interest, and remeasurements) is precisely calculated by adopting the projected unit credit method. Service costs (including current period’s service cost) and net

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interest of net defined benefit liability should be recognized as employee’s benefit expense when the events happen, and when settlements happen. Remeasurements (including precisely calculated profit or loss and planned assets rewards interest deduction) should be recognized as other comprehensive income and listed under retained earnings when the event happens, and will not be re-classified as profit or loss in the subsequent period.

Net defined benefit liability is allocation insufficiency of defined benefit retirement plan. Net defined benefit assets cannot exceed the present value for the returned allocated amount from such plan or reducible future allocated amount. (17) Income Tax Income tax amount is the total of current income tax and deferred income tax.

  1. Current income tax

The Consolidated Company determines its current income (loss) according to regulations formulated by jurisdictions for income tax reporting, based on the calculation of payable (recoverable) income tax.

According to the R.O.C. Income Tax Act, the calculation of the added income tax to undistributed earnings will be recognized in the year of decision of the shareholder’s meeting.

The adjustment for income tax payables for the previous years is listed in the current year’s income tax.

  1. Deferred income tax

Deferred income tax is calculated based on the temporary difference between booked assets and the carrying amount for liabilities, and the tax basis for calculating taxable income.

Deferred income tax liabilities are generally recognized as all taxable temporary differences, and deferred income tax assets are recognized when it is likely to have taxable income for usage of the deduction of temporary differences and loss carryforwards.

Taxable temporary differences related to invested subsidiary companies are all recognized as deferred income tax liabilities. Deductible temporary differences related to this type of investment can be recognized as deferred income tax assets only if it is likely to have sufficient taxable income to achieve temporary d ifferences, and within the range expected to reverse in the foreseeable future.

The carrying amount for deferred income tax assets is reviewed on every date of balance sheet, and the carrying amount is reduced for those that are no longer likely to have sufficient taxable income for the recovery of all or partial assets. For those that is not originally recognized as deferred income tax assets, they should be reviewed on every date of balance sheet, too, and the carrying amount is increased for those that are very likely to generate taxable income for the recovery or all or partial assets.

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Deferred income tax assets and liabilities are measured by its expected liability settlement or tax rate for assets realization. Such tax rate is based on the tax rate and tax law that have been enacted or substantively enacted on the date of balance sheet. The measurements of deferred income tax liabilities and assets are to reflect the Consolidated Company’s tax outcome generated from the method of expected recovery or settlement of its carrying amount for assets and liabilities on the date of balance sheet.

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V. Main Sources for Significant Accounting Judgment and Estimation, and Hypothesis of Uncertainties

When the Consolidated Company adopts accounting policies, the management level must make related judgments, estimations, and hypothesis on the basis of historical experience and other relevant factors when obtaining relevant information that is not easily obtained from other sources. The actual results may differ from the estimation.

The management level will continue to review the estimation and the basic hypothesis. If the amendments to the estimation solely impact the current year, then it is recognized in the current year; if the amendments to the accounting estimation simultaneously influence the current year and future periods, then it is recognized in the current period of amendment and the future period.

The information for the main management level’s hypothesis and estimation uncertainties is as follow:

Impairment of Inventories

In-transit inventories and raw material costs and related prices are influenced by global raw material prices, which is possible for violent fluctuations, leading to risk of the raw materials ’ NRV lower than the carrying amount. Since the management level referred to the regulations in IAS 2 “Inventory,” the evaluation of raw materials’ NRV involves estimation and judgment, the change in raw material prices might cause significant impacts on such estimation results.

VI. Cash and Cash Equivalents

VII. December 31,2020
December 31,2019
Cash on hand & petty cash
~~$~~
~~297~~
~~$~~
~~271~~
Bank checks & demand deposit
1,220,596
814,429
Cash equivalents
Bank time deposit

5,000

5,000
$ 1,225,893
$ 819,700
The market interest rate range for bank deposits on the date of balance
sheet is as follow:
December 31,2020
December 31,2019
Bank demand deposit
0.01%0.20%
0.01%0.38%
Bank time deposit
0.76%0.82%
1.04%1.07%
Financial Assets Measured at Amortized Cost
December 31,2020
December 31,2019
Current
Time deposit of which its original
maturity date exceeded 3
months
$ 199,023
$ 709,884
Limited asset – bank deposit

5,000
159,763
$ 204,023
$ 869,647
Non-current
Limited asset – bank deposit
$ 20,000
$ 18,000
December 31,2020
December 31,2019
Cash on hand & petty cash
~~$~~
~~297~~
~~$~~
~~271~~
Bank checks & demand deposit
1,220,596
814,429
Cash equivalents
Bank time deposit

5,000

5,000
$ 1,225,893
$ 819,700
The market interest rate range for bank deposits on the date of balance
sheet is as follow:
December 31,2020
December 31,2019
Bank demand deposit
0.01%0.20%
0.01%0.38%
Bank time deposit
0.76%0.82%
1.04%1.07%
Financial Assets Measured at Amortized Cost
December 31,2020
December 31,2019
Current
Time deposit of which its original
maturity date exceeded 3
months
$ 199,023
$ 709,884
Limited asset – bank deposit

5,000
159,763
$ 204,023
$ 869,647
Non-current
Limited asset – bank deposit
$ 20,000
$ 18,000
December 31,2019
December 31,2019
0.01%0.38%
1.04%1.07%
December 31,2019
Current
Time deposit of which its original
maturity date exceeded 3
months
Limited asset – bank deposit
Non-current
Limited asset – bank deposit






$ 709,884
159,763
$ 869,647
$ 18,000

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As of December 31, 2020 and 2019, the interest rate range for time deposits of which the original date exceeded 3 months were respectively 1.65%-3.04% and 2.94%-3.60%.

Limited asset – bank deposit is to provide collateral to the bank for loans and the issuance of letters of credit. As of December 31, 2020 and 2019, the interest rate for limited asset were respectively 0.01% and 0.05%-0.08%. Please refer to note 30.

VIII. Notes Receivable, Accounts Receivable, and Other Receivables

Notes receivable
Total carrying amount at
amortized cost
Accounts receivable
Total carrying amount at
amortized cost
Total carrying amount at
amortized cost
Subtract: allowance loss
Other receivables
Judgment lien amount
Export rebate receivable
Interest receivable
Others
December 31,2020
$ 348,821
$ 822,489

11,931
$ 810,558
$ 17,593
13,191
174

2,786
$ 33,744
December 31,2019 December 31,2019












$ 306,131
$ 859,136
34,454
$ 824,682
$ 17,593
12,929
25,492
5,685
$ 61,699

(1) Notes Receivable

The average credit period for the Consolidated Company’s product sales is 60 days, of which no interest is accrued in notes receivable. The policy that the Consolidated Company adopts is to only make transactions with reputable targets, and the Consolidated Company will obtain full collateral when necessary so as to reduce the risk of financial loss owing to delinquency. The Consolidated Company rates its main customers by using other publicly available financial information and historical transaction records. The Consolidated Company continuously supervises credit exposures and the counterpartys’ credit level, and distributes the total transaction amount to different customers with qualified credit ratings. Moreover, the Consolidated Company manages its credit exposures by reviewing and approving the credit limit of counterparties each year.

The Consolidated Company’s expected credit loss during duration is recognized as notes receivable’s allowance loss. The expected

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credit loss during duration is calculated by provision matrix, which takes the customers’ past default records and current financial statuses, and industrial economy situations into account. At the same time, the Consolidated Company takes GDP prediction and industrial prospects into consideration. The Consolidated Company distinguishes its loss according to the customer groups of each consolidated entity, and sets the expected credit loss rate according to the days over due for notes receivable.

If there is evidence showing that the counterparty is facing critical financial difficulties, and the Consolidated Company is unable to reasonably expect the recoverable amount, the Consolidated Company should directly write off related notes receivable. However, the Consolidated Company will continuously recourse the activities, and the recovered amount from the recourse will be recognized as profit or loss.

The Company uses provision matrix to measure notes receivable ’s allowance loss, which is as follow: December 31, 2020

allowance loss, which is as follow:
December 31, 2020
Expected credit loss rate
Total carrying amount
Allowance loss (expected credit loss
during duration)
Amortized cost
Not overdue


0%
$ 348,821
-
$ 348,821

December 31, 2019

December 31, 2019
Expected credit loss rate
Total carrying amount
Allowance loss (expected credit loss
during duration)
Amortized cost
Not overdue


0%
$ 306,131
-
$ 306,131

Changes in information on notes receivable loss allowance are as

follow:

w:
BOY balance
subtract: current year reversal
impairment loss
Year-end balance
2020
$ -
-
$ -
2019



(
$ 2,104

2,104)
$ -

(2) Accounts Receivable

The Consolidated Company’s average credit period for product sales is 80 days, of which no interest is accrued in accounts receivable.

The policy that the Consolidated Company adopts is to only make transactions with reputable targets, and the Consolidated Company will

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obtain full collateral when necessary so as to reduce the risk of financial loss owing to delinquency. The Consolidated Company rates its main customers by using other publicly available financial information and historical transaction records. The Consolidated Company continuously supervises credit exposures and the counterparties’ credit level, and distributes the total transaction amount to different customers with qualified credit ratings. Moreover, the Consolidated Company manages its credit exposures by reviewing and approving the credit limit of counterparties each year.

The Consolidated Company’s expected credit loss during duration is recognized as notes receivable’s allowance loss. The expected credit loss during duration is calculated by provision matrix, which takes the customers’ past default records and current financial statuses, and industrial economy situations into account. At the same time, the Consolidated Company takes GDP prediction and industrial prospects into consideration. The Consolidated Company distinguishes its loss according to the customer groups of each consolidated entity, and sets the expected credit loss rate according to the days overdue for accounts receivable.

If there is evidence showing that the counterparty is facing critical financial difficulties, and the Consolidated Company is unable to reasonably expect the recoverable amount, the Consolidated Company should directly write off related notes receivable. However, the Consolidated Company will continuously recourse the activities, and the recovered amount from the recourse will be recognized as profit or loss.

The Consolidated Company uses provision matrix to measure accounts receivable’s allowance loss, which is as follow: December 31, 2020

Expected credit loss
rate
Total carrying
amount
Loss allowance
(expected credit
loss during
duration)
Amortized cost
N ot overdue 1-60 days
overdue
61-90 days
overdue
9 1-120days
overdue
1 21-180 days
overdue
1 81-365 days
overdue
Over 365
days overdue
Over 365
days overdue
i Individual
dentification
Total

(
0%-0.01%
$ 667,264


42)

$ 667,222

(
0%-4.10%
$ 98,567


52)

$ 98,515


0%
$ 33,156

-

$ 33,156


0%
$ 11,431

-

$ 11,431


0%
$ 234

-

$ 234


-
$ -
-
$ -

(
100%
$ 60

60)
$ -

(
100%
$ 11,777


11,777)

$ -

(
$ 822,489

11,931)
$ 810,558

December 31, 2019

Expected credit loss
rate
Total carrying
amount
Loss allowance
(expected credit
loss during
duration)
Amortized cost
N ot overdue 1-60 days
overdue
61-90 days
overdue
9 1-120days
overdue
1 21-180 days
overdue
1 81-365 days
overdue
Over 365
days overdue
Over 365
days overdue
i Individual
dentification
Total

(
0%-0.1%
$ 743,885


45)

$ 743,840

(
0%-0.4%
$ 71,668


79)

$ 71,589

(
0%-5.7%
$ 866


37)

$ 829

(
0.19%
$ 2,919


5)

$ 2,914


0%
$ 5,510

-

$ 5,510

(
100%
$ 603

603)
$ -

(
100%
$ 227

227)
$ -

(
100%
$ 33,458


33,458)

$ -

(
$ 859,136

34,454)
$ 824,682

Changes in information on accounts receivable loss allowance are as follow:


as follow:
BOY balance 2020
$ 34,454
2019
$ 35,033

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Subtract: current year reversal
impairment loss (
3,705 )
(
579 )
Subtract: current year actual
write off ( 18,818) -
Year-end balance $ 11,931 $ 34,454
  • (3) Other Receivables

After the court’s judgment, the remaining amount of NTD 17,593 thousands retained by the court was returned to the parent company on March 15, 2021.

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IX. Inventory

Inventory
Raw materials
Inventory in transit
Finished goods
Work in progress
Materials
Products
December 31,2020
~~$ 457,334~~
365,852
191,339
50,406
11,250

452
$ 1,076,633
December 31,2019
~~$ 278,367~~
710,014
140,051
63,485
10,226

-
$ 1,202,143


~~$ 278,367~~
710,014
140,051
63,485
10,226
-
$ 1,202,143

Operating costs related to inventory for the year 2020 was NTD 9,141,814 thousands. Operating costs related to inventory for the year 2019 was NTD 9,632,495 thousands, of which NTD 5,033 thousands included was inventory loss.

X. Prepayments

Prepayments
Excess business tax paid
Other prepayments
Prepayments to suppliers
December 31, 2020
~~$ 179,732~~
20,114

17,124
$ 216,970
December 31, 2019
~~$ 177,617~~
34,424

19,734
$ 231,775


~~$ 177,617~~
34,424
19,734
$ 231,775

XI. Subsidiary Companies

  • (1) Subsidiary companies listed in the consolidated financial statement The main part of the preparation of this consolidated financial

  • statement is as follow:

Name of Investing
Company
~~FORMOSA OILSEED~~
PROCESSING, CO.,
LTD.




FORMOSA OIL
PROCESSING
(PANAMA) S.A.
Name of Subsidiary
Companies
~~TOP FOOD INDUSTRY~~
CORPORATION

FORMOSA OIL
PROCESSING
(PANAMA) S.A.

CHONG HSIANG
INTERNATIONAL
CO., LTD. (CHONG
HSIANG
INTERNATIONAL)

FU YOU AN KANG
CORPORATION

FORMOSA OILSEED
PROCESSING
(NINGBO)

Business Nature
~~Manufacturing and~~
selling of flour
products
General investing
businesses
Wholesaling and trading
of oil products
Poultry breeding and
wholesaling of
agricultural products
Wholesaling and trading
of oil products
Percentage of EquityHeld Percentage of EquityHeld
~~December~~
31,2020
~~63~~
100
100
51
100
~~December~~
31,2019
~~63~~
100
100
51
100
  • (2) Information about subsidiary companies with significant noncontrolling interest
controlling interest
Name of Subsidiary
Company
Top Food
Main Place of Business
Operation
Taichung City
Percentage of non-
controlling interest and
voting rights held
December
31,2020
37%
December
31,2019

37%

135

FOPCO

Name of Subsidiary
Company
Top Food
Profit or Loss Distributed to Non-
Controlling Interest

2020
2019
$ 37,107
$ 53,598
Profit or Loss Distributed to Non-
Controlling Interest

2020
2019
$ 37,107
$ 53,598
Profit or Loss Distributed to Non-
Controlling Interest

2020
2019
$ 37,107
$ 53,598
N o n-C o n t r o l l i n g I n t e r e s t N o n-C o n t r o l l i n g I n t e r e s t N o n-C o n t r o l l i n g I n t e r e s t
2020
$ 37,107
December 31,
2020
$ 404,916
December 31,
2019
$ 413,277

The subsidiary companies’ summarized financial information below was prepared based on the amount before the elimination of intercompany transactions: Top Food Industry Corporation


company transactions:
Top Food Industry Corporation
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Equity belonging to:
Parent company business
owner
Non-controlling interest
Operating income
Current year net profit
Net profit belonging to:
Parent company business
owner
Non-controlling interest
Cash flow
Operating activities
Investment activities
Financing activities
Net cash inflow (outflow)
Dividend paid for non-
controlling equity
December 31, 2020
$ 1,313,078
1,304,220
( 1,119,305 )
(
398,936)
$ 1,099,057
$ 694,141

404,916
$ 1,099,057
2020
$ 2,919,170
$ 100,719
$ 63,612

37,107
$ 100,719
$ 231,283
(
52,457 )
(
93,804)
$ 85,022
$ 45,468
December31, 2019
$ 1,288,390
1,343,411
( 1,127,360 )
(
382,690)
$ 1,121,751
$ 708,474

413,277
$ 1,121,751
2019
$ 2,923,743
$ 145,480
$ 91,882

53,598
$ 145,480
$ 121,261
(
111,835 )

70,824
$ 80,250
$ 45,468

136

XII. Investments by Using Equity Method

December 31, 2020 December 31, 2019

Invested affiliated enterprises Significant affiliated enterprises Central Union Oil Corp. (Central Union Oil) $ 274,924 $ 257,928 Percentage held by the Consolidated Company in the affiliated enterprises on the date of balance sheet: Name of Company December 31, 2020 December 31, 2019 CENTRAL UNION OIL CORP. 33.33% 33.33% For the aforementioned affiliated enterprises’ information regarding their business nature, major places of operation, and the companies ’ registered country, please refer to Attached Table 4 “Related Information Regarding Names of Invested Companies and Location, etc.”

Investments accounted for using equity method, profits or losses from the Consolidated Company, and shares on other comprehensive income are recognized according to the affiliated enterprises’ financial reports audited by accountants during the same period.

The Consolidated Company measures the aforementioned affiliated enterprises by using the equity method.

The summarized financial information below was prepared on the basis of the affiliated enterprises’ IFRSs financial statements, and had already reflected the adjustments made when using the equity method. Central Union Oil Corp.


Central Union Oil Corp.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
The Consolidated Company’s
shareholding ratio
The
Consolidated
Company’s
equity
Unrealized gains (losses) on
downstream transactions
Carrying amount for investments
Operating income
Current year’s net profit
Other comprehensive income
Total comprehensive income
Dividend obtained from Central
Union Oil Corp.
December 31,2020
$ 928,508
1,505,335
( 1,239,013 )
(
368,023)
$ 826,807
33.33%
$ 275,602
(
678)
$ 274,924
2020
$ 7,172,390
$ 118,982

4,948
$ 123,930
$ 24,000
December 31,2019
$ 768,995
1,421,680
( 1,067,090 )
(
348,708)
$ 774,877
33.33%
$ 258,293
(
365)
$ 257,928
2019






(

$ 7,078,083
$ 84,301

2,009)
$ 82,292
$ 20,000

137

FOPCO

XIII. Property, Plant, and Equipment – Self-Use

Land
Buildings
Machinery equipment
Transport equipment
Experimental equipment
Other equipment
Unfinished projects
December 31,2020
$ 715,940
664,965
546,893
31,307
4,737
24,645
1,030,657
$ 3,019,144
December 31,2019 December 31,2019




$ 715,940
683,283
598,062
19,714
4,251
32,117
624,201
$ 2,677,568
Cost

Jan 1, 2019 balance

Addition
Disposal
Reclassification
Net exchange difference

Dec 31, 2019 balance

Accumulated depreciation
and impairment

Jan 1, 2019 balance

Disposal

Reclassification

Depreciation expense

Net exchange difference

Dec 31, 2019 balance

Dec 31, 2019 net value


Cost

Jan 1, 2020 balance

Addition
Disposal
Reclassification
Net exchange difference

Dec 31, 2020 balance

Accumulated depreciation
and impairment

Jan 1, 2020 balance

Disposal

Depreciation expense

Net exchange difference

Dec 31, 2020 balance

Dec 31, 2020 net value
Land Buildings Machinery
equipment
Transport
equipment
Experimental
equipment
Other
equipment
Unfinished
projects
Total























$ 715,940

-
-
-

-


715,940

-

-
-
-


-


-

$ 715,940

$ 715,940

-
-
-

-


715,940

-

-
-


-


-

$ 715,940
$ 957,053

8,248
-
79,033

-

1,044,334

(
341,172 )
-
-
(
19,879 )

-

(
361,051)

$ 683,283

$ 1,044,334

3,649
-
-

-

1,047,983

(
361,051 )
-
(
21,967 )

-

(
383,018)

$ 664,965
$ 1,536,912

14,574
-

6,341

-

1,557,827

(
885,817 )
-
-
(
73,948 )

-

(
959,765)

$ 598,062

$ 1,557,827

12,637
-

9,303

-

1,579,767

(
959,765 )
-
(
73,109 )

-

(1,032,874)

$ 546,893
$ 39,927

2,074
(
375 )
-

(
62)


41,564

(
19,032 )
374
-
(
3,254 )

62

(
21,850)

$ 19,714

$ 41,564

15,430
(
1,583 )
-

24


55,435

(
21,850 )
1,583
(
3,837 )
(
24)

(
24,128)

$ 31,307
$ 13,302

3,058
(
3 )
(
8 )

-


16,349

(
11,210 )
3
5

(
896 )

-

(
12,098)

$ 4,251

$ 16,349

1,505
(
70 )
-

-


17,784

(
12,098 )
70
(
1,019 )

-

(
13,047)

$ 4,737
$ 245,419

7,453
(
6,185 )

148

(
13)


246,822

(
209,437 )
5,281
(
5 )
(
10,554 )

10

(
214,705)

$ 32,117

$ 246,822

3,233
(
4,023 )
-


5


246,037

(
214,705 )
2,731
(
9,412 )
(
6)

(
221,392)

$ 24,645
$ 27,246

682,469

-

(
85,514 )

-


624,201


-

-

-

-


-


-

$ 624,201

$ 624,201

415,759

-

(
9,303 )

-

1,030,657


-

-

-


-


-

$ 1,030,657
$ 3,535,799
717,876
(
6,563 )

-
(
75)
4,247,037
( 1,466,668 )
5,658
-
(
108,531 )

72
(1,569,469)
$ 2,677,568
$ 4,247,037
452,213
(
5,676 )

-

29
4,693,603
( 1,569,469 )
4,384
(
109,344 )
(
30)
(1,674,459)
$ 3,019,144

The unfinished project is mainly the parent company’s rendering plant for purifying edible oil that is still under construction at the Taichung Harbor area.

Since there is no trace of any impairment in 2020 and 2019, the Consolidated Company did not perform impairment evaluation.

The depreciation expenses are calculated by using the straightline

method according to the useful life as follow:

Buildings
Plant’s main building 3 to 55 years
Project systems 5 to 40 years
Machinery equipment 3 to 20 years
Transport equipment 2 to 20 years
Experimental equipment 2 to 11 years
Other equipment 1 to 17 years

138

XIV. Leasing Agreement

  • (1) ROU assets
ROU assets
ROU assets carrying amount
Land
Buildings
Transport equipment
Increase of ROU assets
Depreciation expense for ROU
assets
Land
Buildings
Transport equipment
December 31,2020
$ 169,312
1,940

11,109
$ 182,361
2020
$ 1,995
$ 7,245
885

6,111
$ 14,241
December 31,2019




$ 176,557
7,408
16,144
$ 200,109
2019






$ 20,946
$ 6,755
1,665
5,907
$ 14,327
  • (2) Lease liabilities
Lease liabilities
Lease liabilities carrying
amount
Current
Non-current
December 31,2020
$ 11,768
$ 172,557
December 31,2019


$ 13,083
$ 187,895

Discount rate range for lease liabilities is as follow:

Land
Buildings
Transport equipment
December 31,2020
1.38%-1.40%
1.38%
1.08%-1.40%
December 31,2019
1.38%-1.40%
1.38%
1.38%-1.40%
  • (3) Significant Rental Activities and Clauses The parent company signed a land lease contract for leasing the

  • port industry professionalism development zone with Taiwan International Ports Corporation, Ltd. – Port of Taichung Branch (hereafter referred to as Port Branch) in November 2017 in order to construct and operate the palm oil plant. The lease period is 20 years. According to contractual regulations, the properties and movable properties, and property ownerships financed and constructed by the parent company all belong to the parent company. During the duration of the contract, the parent co mpany should calculate the land rent based

139

FOPCO

on the area of the leased land according to the land value announced by the government and the approved annual rent rate, and pay the management fee according to the amount committed to the Port Branch. When the lease period is terminated, the parent company does not have the right of preferential refusal towards the leased land.

In addition, subsidiary company – Top Food and Port Branch signed a land lease contract for the leasing of food processing professiona lism zone in December 2004 to construct and operate the flour plant. The lease period is 50 years. According to contractual regulations, the constructions for all properties and moveable properties are financed by Top Food, and that the property ownership all belongs to Top Food. During the duration of the contract, Top Food should calculate the land rent based on the area of the leased land according to the land value announced by the government and the approved annual rent rate, and pay the management fee according to the guaranteed tonnage of domestic sales goods agreed with the Port Branch. When the lease period is terminated, Top Food does not have the right of preferential refusal towards the leased land.

Owing to the serious impact that the Covid-19 pandemic has had on the market economy in 2020, when the Company negotiated with the auxiliary ports of Taiwan International Ports Corporation Ltd. about land lease, the auxiliary ports agreed to unconditionally lower 10% of the rental amount from January 1, 2020 to June 30, 2020. The Consolidated Company recognized the aforementioned rent concessions impact NTD 370 thousands in the year 2020 (listed as other income).

(4) Other Leasing Information

Other Leasing Information
Short-term leasing fees
Low value assets leasing fees
Total leasing cash (outflow)
2020
$ 459
$ 887
$ 17,122)
2019


(


(
$ 1,042
$ 671
$ 17,925)

The Consolidated Company chooses to recognize the renting of business premises and transport equipment that conform to short -term lease and low value lease, as the Consolidated Company will not recognize such leases as related ROU assets and lease liabilities.

XV. Biological Assets

iological Assets
Productive biological assets
Laying hens
December 31,2020
$ -
December 31,2019
$ 5,329

140

Cost
Jan, 1 2019 balance
Addition
Disposal
Dec 31, 2019 balance
Accumulated depreciation
Jan, 1 2019 balance
Depreciation expense
Disposal
Dec 31, 2019 balance
Dec 31, 2019 net value
Cost
Jan 1, 2020 balance
Disposal
Dec 31, 2020 balance
Accumulated depreciation
Jan 1, 2020 balance
Depreciation expense
Disposal
Dec 31, 2020 balance
Dec 31, 2020 net value
Amount

(


(



(


(

$ 6,704
10,965

6,858)
$ 10,811
$ 6,704
5,634

6,856)
$ 5,482
$ 5,329
$ 10,811

10,811)
$ -
$ 5,482
5,329

10,811)
$ -
$ -

The Consolidated Company’s biological assets are the laying hens from subsidiary company Fu You An Kang.

The Consolidated Company’s laying hens are mainly used to produce eggs. As of December 31, 2020 and 2019, the Consolidated Company respectively possessed 0 thousands and 48 thousands laying hens.

Owing to the short productive cycle of eggs, and the difficult y in obtaining the market price during the breeding period, plus the likelihood of damage in biological assets caused by external factors such as climate and disease, the value for cash flow discount estimation could not be measured reliably. Thus, it was measured by the amount after its cost subtracting accumulated depreciation and accumulated impairment loss, and the related expense during the breeding period of immature productive biological assets had been capitalized. Productive biological assets were depreciated according to the straight-line method during the productive period, and the depreciation period is about 14 months.

The changes in profit for the originally recognized agricultural products for 2020 and 2019 were respectively NTD 42,350 thou sands and NTD 36,279 thousands.

141

FOPCO

The Consolidated Company’s financial risks related to biological assets derive from price changes for egg hens and eggs. The Consolidated Company examines the price expectations for egg hens and eggs on a regular basis, so as to consider the necessity in adopting active financial risk management measures.

XVI. Other Non-Current Assets

risk management measures.
Other Non-Current Assets
Guarantee deposits paid
Prepayments for equipment
Other prepayments
December 31,2020
$ 12,723
5,679

3,708
$ 22,110
December 31,2019




$ 7,085
13,051
2,939
$ 23,075

XVII. Loans

VII.Loans
(1) Short-term loans
Unsecured loans
December 31,2020
$ 1,580,018
December 31,2019
$ 1,845,793

The market interest rate range for short-term loans on the date of balance sheet is as follow:

balance sheet is as follow:
Unsecured loans
(2) Short-term notes payable
Commercial papers payable
Subtract: short-term notes
discount payable
December 31,2020
0.72%-1.25%
December 31,2020
$ 330,000

361
$ 329,639
December 31,2019
1.00%-2.93%
December 31,2019




$ -
-
$ -

Short-term notes payable that have not met the maturity date yet:

December 31, 2020

Guarantee
Acceptance
institutions
Ta Ching Bills
Finance
Corporation

Taiwan
Cooperative Bills
Finance
Corporation
Shanghai
Commercials and
Savings Bank
Mega Bills

Parprice
$ 140,000

90,000
80,000
20,000

$ 330,000
Discount
amount
$ 324

23
7
7

$ 361
Carrying
amount
$ 139,676

89,977
79,993
19,993
$ 329,639
Interest rate
range
0.99%-1.00%
0.99%-1.00%
1.00%
0.98%
Pledge or
collateral







None
None
None
None

142

  • (3) Long-term loans

  • The details for the parent company’s long-term loans are as follow:

Secured loan
E.SUN Commercial Bank
Unsecured loan
Taishin International Bank
Taiwan Cooperative Bank
Shanghai Commercial and
Savings Bank
Bank of Panhsin
Chang Hwa Bank
Mega International
Commercial Bank
Bank of Kaohsiung
Land Bank of Taiwan
Subtotal
Subtract: listed as the part
that is due within one
year
Long-term loan
December 31, 2020
$ 420,000
150,000
100,000
62,500
62,500
60,000
30,000
30,000

20,000
935,000

440,000
$ 495,000
December 31, 2019 December 31, 2019







$ 540,000
200,000
100,000
100,000
40,000
50,000
-
-
40,000
1,070,000
232,500
$ 837,500

The interest rate range for the parent company’s loans is as follow:

December 31, 2020 December 31, 2019 Floating interest rate loans 1.08%-1.33% 1.35%-1.50%

  • (1) E.SUN Commercial Bank’s secured loan: the parent company’s first installment of the loan principal was repaid in August 2019. Every 6 months is 1 installment. The loan will be evenly amortized in 10 installments. As of December 31, 2020 and 2019, the loan balances were respectively NTD 420,000 thousands and NTD 540,000 thousands. The Consolidated Company offered its plant and land in Dadu District, Taichung City as such line of credit ’s collateral.

  • (2) Taishin International Bank’s mid-term loan: according to contract regulations, the loan principal can be used as revolving loan within the financing limit from the parent company’s first draw date of the loan principal in June 2019 until 2021 before the maturity date. The longest period for each loan cannot exceed 180 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. However,

143

FOPCO

the loan principal can be applied for revolved drawing according to contract regulations, and there is no need for additional procedures for the principal’s transfer in/out. As of December 31, 2020 and 2019, the loan balance was respectively NTD 150,000 thousands and NTD 200,000 thousands.

  • (3) Taiwan Cooperative Bank’s mid-term loan: The settlement of the amount employed this time reached the 24[th] month since March 2020, the parent company’s draw date of the loan principal. As of December 31, 2020 and 2019, the loan balances were both NTD 100,000 thousands.

  • (4) Shanghai Commercial and Savings Bank’s mid-term loan: the parent company’s first installment of the loan principal was repaid in June 2020. Every 3 months is 1 installment. The loan will be evenly amortized in 8 installments. As of December 31, 2020 and 2019, the loan balance was respectively NTD 62,500 thousands and NTD 100,000 thousands.

  • (5) Bank of Panhsin’s mid-term loan: the parent company’s first installment of loan principal was originally repaid in April 2020. Every 3 months is 1 installment. The loan will be evenly amortized in 8 installments. As of December 31, 2020 and 2019, the loan balance was respectively NTD 25,000 thousands and NTD 40,000 thousands. Another NTD 45,000 thousands was drawn in February 2020. The first installment of the loan principal was repaid in October 2020. Every 3 months is 1 installment. The loan will be evenly amortized in 6 installments. As of December 31, 2020, the loan balance was NTD 37,500 thousands.

  • (6) Chang Hwa Bank’s mid-term loan: since the parent company’s first draw date of the loan principal in March 2019, every 6 months is 1 installment, and the loan will be evenly amortized in 6 installments. As of December 31, 2020 and 2019, the loan balance was respectively NTD 30,000 thousands and NTD 50,000 thousands. Another NTD 40,000 thousands was drawn in April 2020. The first installment of the loan principal was repaid in September 2020. Every 6 months is 1 installment. The loan will be evenly amortized in 4 installments. As of December 31, 2020, the loan balance was NTD 30,000 thousands.

  • (7) Mega International Commercial Bank’s mid-term loan: according to contract regulations, the loan principal can be used as revolving loan within the financing limit from the parent company’s first draw date of the loan principal in March 2020 until 2022 before the maturity date. The longest period for each loan cannot exceed 180 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. As of December 31, 2020, the loan balance was NTD 30,000 thousands.

144

  • (8) Bank of Kaohsiung’s mid-term loan: the parent company’s loan principal was paid off at once on the maturity date in February 2021. As of December 31, 2020, the loan balance was NTD 30,000 thousands.

  • (9) Land Bank of Taiwan’s mid-term loan: according to contract regulations, the loan principal can be used as revolving loan within the financing limit from the parent company’s first draw date of the loan principal in June 2019 until 2022 before the maturity date. The longest period for each loan cannot exceed 90 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. As of December 31, 2020 and 2019, the loan balance was respectively NTD 20,000 thousands and 40,000 thousands.

  • The statement for subsidiary company – Top Food Industry Corporation’s long-term loan is as follow:

Secured loan
Yuanta Bank
Unsecured loan
Hua Nan Commercial
Bank, Ltd.
Taishin International Bank
Subtotal
Subtract: listed as the part
that is due within one
year
Long-term loan
December 31,2020
$ 250,000
60,000

30,000
340,000

50,000
$ 290,000
December 31,2019 December 31,2019








$ 230,000
60,000
30,000
320,000
50,000
$ 270,000

The interest rate range for Top Food Industry Corporation’s loan is as follow:

loan is as follow:
Floating interest rate
loans
December 31,2020
1.10%-1.28%
December 31,2019
1.38%-1.44%

In order to enrich its operating funds, the mid-term and longterm loan contracts that Top Food signed with financial institutions are as follow:

  • (1) Yuanta Bank’s secured loan: Top Food and Yuanta Bank signed a credit contract with the total amount of NTD 600,000 thousands. The credit period for Item A is from such credit contract’s initial draw date until the expiry day of 3 years. The first installment was paid in 6 months, and then every 6 months is one installment. The loan will be evenly amortized in 6 installments. The credit period for Item B is from such credit contract’s contracting date until the expiry day of 3 years. The longest period for each loan for Item B

cannot exceed 180 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. However, the loan

145

FOPCO

principal can be applied for revolved drawing according to contract regulations, and there is no need for additional procedures for the principal’s transfer in/out. The amount for Item C is used for shortterm loans. The credit period for Item C is from such contract’s contracting date until the expiry date of 1 year. The longest period for each loan cannot exceed 180 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. However, the loan principal can be applied for revolved drawing according to contract regulations, and there is no need for additional procedures for the principal’s transfer in/out. As of December 31, 2020 and 2019, the loan balance for Item A was respectively NTD 50,000 thousands and NTD 100,000 thousands; the loan balance for Item B was respectively NTD 200,000 thousands and NTD 130,000 thousands. Top Food provided the plants and mechanical equipment in Qingshui District, Taichung, and limited bank deposits, etc. as collaterals for this line of credit. Within the credit duration period, Top Food’s several financial ratios should meet the regulations in the credit contract.

  • (2) Hua Nan Commercial Bank, Ltd.’s unsecured comprehensive loan: Top Food drew NTD 60,000 thousands and NTD 40,000 thousands in June and August 2019. From the initial draw date until the expiry day of 2 years, the loan principal will be paid off at once on the maturity date. As of December 31, 2019, Top Food had already repaid NTD 40,000 thousands with the loan balance of NTD 60,000 thousands, and had been settled in December 2020. Top Food drew another NTD 60,000 thousands in December 2020. From the initial draw date until the expiry date of 2 years, the loan principal will be paid off at once on the maturity date. As of December 31, 2020, the loan balance was NTD 60,000 thousands.

  • (3) Taishin International Bank’s unsecured comprehensive loan: The longest period for the loan cannot exceed 180 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. However, the loan principal can be applied for revolved drawing according to contract regulations, and there is no need for additional procedures for the principal’s transfer in/out. As of December 31, 2020 and 2019, the loan balance was both NTD 30,000 thousands. Within the credit duration period, Top Food’s several financial ratios should meet the regulations in the credit contract.

XVIII. Notes Payable and Accounts Payable

Notes payable
Incurred by business operations
Accounts payable
Incurred by business operations
December 31,2020
$ 9,061
$ 226,072
December 31,2019 December 31,2019


$ 8,660
$ 165,842

(1) Notes payable

146

The Consolidated Company’s notes payable are mainly notes issued for the payment of freight incurred by business operations.

(2) Accounts payable

The average credit period is 60 days. The Consolidated Company’s financial risk management policy ensures that all accounts payable are repaid within the prearranged credit period.

XIX. Other Payables

Other Payables
Salaries and bonuses payable
Equipment payable
Freight payable
Import and export expenses
payable
Labor and health insurance
payable
Others
December 31,2020
$ 96,301
12,804
11,526
11,257
4,276

30,741
$ 166,905
December 31,2019




$ 83,282
1,402
11,350
9,188
3,687
34,308
$ 143,217

XX. Welfare Benefit Plan after Retirement

  • (1) Defined allocation plan

The pension system in the “Labor Pension Act” that is applicable to the parent company, Top Food Industry Corporation, Chong Hsiang International Co., Ltd., and Fu You An Kang Co., Ltd., which are part of the Consolidated Company, belongs to defined pension allocation plan under the R.O.C. government’s management. 6% of the employee’s monthly salary is allocated to the employee’s Labor Insurance Bureau personal account as the employee’s pension.

The Consolidated Company’s employees from subsidiary companies in Mainland China are members of retirement benefit plan that belongs to Mainland China’s government operations. Such subsidiary company/companies shall allocate specific percentage o f salary costs to the retirement benefit plan, so as to provide funds to this plan. The Consolidated Company’s obligation towards this retirement benefit plan operated by the government is only to allocate specific amount.

(2) Defined welfare benefit plan

The “Labor Standards Act” that the parent company of the Consolidated Company refers to in handling pension system belongs to defined welfare benefit pension plan under the government ’s

management. The payment of the employee’s pension is based on the employees’ years of service and the employee’s average salary of the 6 months prior to the approved retirement date. The parent company allocates 8% of the employee’s monthly salary to his/her pension, and

147

FOPCO

is submitted to the Supervisory Committee of Business Entities’ Labor Retirement Reserve to deposit into Bank of Taiwan’s imprest account in the name of the committee. Before the year ends, if the estimated imprest balance is insufficient to pay estimated employees that fulfill retirement conditions in the following year, the difference should be allocated at once before the end of March in the following year. Such imprest account is managed by the Bureau of Labor Funds, Ministry of Labor. The Consolidated Company has no right in influencing its investment management strategies.

148

Amounts for defined benefit plan that are listed in the consolidated balance sheet are as follow:


balance sheet are as follow:
PV for defined benefit
obligation
Planned assets fair value
Allocation insufficiency
Net defined benefit liabilities
December 31, 2020
$ 85,619
(
65,661)

19,958
$ 19,958
December 31, 2019

(


(

$ 84,168

63,088)
21,080
$ 21,080

Changes in net defined benefit liabilities are as follow:

Jan 1, 2019

Service cost
Current service cost
Interest expenses (income)
Recognized as profit or
loss
Remeasurements
Gains on planned
assets
Actuarial loss
Changes in
demographic
assumptions
Changes in
financial
assumptions
Experience
adjustment

Recognized as other
comprehensive
income
Allocated by employer

Payment of benefits

December 31, 2019

January 1, 2020

Service cost
Current service cost
Interest expenses (income)
Recognized as profit or
loss
Remeasurements
Gains on planned
assets
Actuarial loss
Changes in
financial
assumptions
Experience
adjustment

Recognized as other
comprehensive
income
Allocated by employer

Payment of benefits

December 31, 2020
PV for defined
benefit
obligation
~~$ 89,965~~

875

900


1,775

-

4
1,805

951


2,760


-

(
10,332)

~~$ 84,168~~

$ 84,168

760

631


1,391

-

2,565
(
1,225)


1,340


-

(
~~1,280~~)

$ 85,619
Planned assets
fair value
~~( $ 64,299 )~~

-
(
650)

(
650)
(
2,472 )

-
-

-

(
2,472)

(
5,999)


10,332

(~~$ 63,088~~)

($ 63,088)

-
(
478)

(
478)
(
2,217 )

-

-

(
2,217)

(
1,158)


~~1,280~~

($ 65,661)
Net defined
benefit liabilities






(




(


(
~~$ 25,666~~
875

250

1,125
(
2,472 )
4
1,805

951

288
(
5,999)

-
~~$ 21,080~~
$ 21,080
760

153

913
(
2,217 )
2,565
(
1,225)
(
877)
(
1,158)

~~-~~
$ 19,958

149

FOPCO

The amounts recognized as profit or loss for the defined benefit plan are summarized according to their functions as follow:

Operating costs
Promotion expense
Management expense
2020
$ 187
248
478
$ 913
2019




$ 221
345
559
$ 1,125

The Consolidated Company is exposed to the risks below owing to the pension system of the “Labor Standards Act”:

  1. Investment risks: through methods of self-application or discretionary management, the Bureau of Labor Funds, Ministry of Labor invests labors’ pension funds in domestic and foreign equity securities, debt securities, and bank deposits, and other objects. However, the amount that can be distributed under the Consolidated Company’s planned assets is the income that is calculated by not being lower than the local banks’ two-year time deposit rate.

  2. Interest risks: the decrease of interest rates in government bonds/corporate bonds will result in the increase in the present value for defined benefit obligation. However, the debts of planned assets’ return on investments will increase accordingly, too. Both have partial offset effects on net defined benefit liabilities.

  3. Salary risks: the calculation of the present value for defined benefit obligations refers to planned members’ future salary. Therefore, the increase in planned members’ salary will result in the increase in the present value for defined benefit obligations.

The Consolidated Company’s actuarial calculation for the PV for defined benefit obligations is performed by certified actuaries. The measurement date’s major assumptions are as follow:

December 31, 2020 December 31, 2019
Discount rate
0.375%
0.750%
Salary’s expected increase rate
2.500%
2.500%
If the major actuarial assumptions are respectively subjected to
possible reasonable changes, under the circumstance that other
assumptions remain unchanged, the amounts that will result in the
increase (decrease) of the PV for defined benefit obligations are as
follow:

follow:
Discount rate
0.25% increase
0.25% decrease
Salary’s expected increase rate
0.25% increase
0.25% decrease
December 31,2020
($ 1,724)
$ 1,778
$ 1,711
($ 1,668)
December 31,2019
(


(
(


(
$ 1,805)
$ 1,864
$ 1,800
$ 1,753)

150

Since actuarial assumptions may be interrelated, it is unlikely for changes in single assumption only. Thus, the aforementioned sensitivity analysis may not reflect the situation of the changes in the present value for defined benefit obligations.


for defined benefit obligations.


Amount expected to be
allocated within 1 year
Defined benefit obligation’s
average maturity period
uity
Share Capital
Common Stock
Authorized number of shares
(1000)
Authorized share capital
Number of shares issued and
fully collected (1000)
Issued share capital

December 31,2020
$ 1,158
8.1 years
December 31,2020

227,900
$ 2,279,000

218,703
$ 2,187,030
December 31,2019
$ 1,232
8.7 years
December 31,2019






227,900
$ 2,279,000
218,703
$ 2,187,030

XXI. Equity

  • (1) Share Capital

The nominal amount per common share is NTD 10. Each share has one voting right and the right to receive dividends.

  • (2) Capital Reserves
Capital Reserves
Can be used to compensate for
losses, distribute cash, or
share capitalization
Issuance of premium
December 31,2020
$ 121,015
December 31,2019
$ 121,015

In the capital reserve, those that belong to the overage of the issuance of shares in excess of the par and the gifts of assets donated to the business can be used to compensate for losses. They can also be used to issue cash dividend or to capitalize share capital when the company breaks even. However, when capitalizing share capital, it is limited to a certain ratio of the actual received share capital each year. (3) Reserved Earnings and Dividend Policies

According to the parent company’s bylaws regarding the regulations in the earnings distribution policy, if there are earnings in the final account, another 10% is withdrawn as earnings reserve after tax payments and the compensation for losses. The rest will be listed as

151

FOPCO

or reversed to special earnings surplus according to regulations. If there is still balance, together with accumulated undistributed earnings, the board of directors will draft a proposal regarding the distribution of earnings, and submit it to the shareholders meeting for the decision of the distribution of shareholders’ dividends and bonus. For policies regarding distribution of employees and directors’ remunerations according to the clause in the parent company’s bylaws, please refer to note 23-3 “Employees’ Remunerations and Directors’ Remunerations.” The parent company’s policy regarding the distribution of dividends is based on the principle to maintain the soundness of the company’s long-term financial structure and the growth and expansion of future operations, to distribute share dividends so as to retain the funds needed, and the rest can be distributed as cash dividends. However, cash dividends cannot be less than 10% of total dividends. If there is 0.1 NTD short of the distribution of cash dividend per share, then no cash dividend will be distributed.

Statutory earnings reserve should be allocated until its balance reaches the company’s actual received total share capital. Statutory earnings reserve can be used to compensate losses. When the company has no loss, except for the part that the statutory earnings reserve exceeds 25% of the actual received total share capital can be used to allocate the share capital, it is still available to be distributed in cash. The parent company refers to regulations such as No. Financial-Supervisory-Securities-Auditing-1010012865 and “Q&A Regarding the Application of the Pre-Estimation of Special Earnings Reserve after Adopting the IFRSs” to pre-estimate and reverse special earnings reserve. From hereafter, when the company uses, disposes, or re-classifies related assets, the company has to refer to the proportion of the original pre-estimated special earnings reserve to reverse distribute its earnings.

The parent company hosted the regular shareholder s’ meeting on June 24, 2020 and June 27, 2019, and respectively decided the approval of 2019 and 2018 earnings distribution proposal as follow:

Earnings Distribution Project
2019
2018
Pre-estimated
statutory
earnings
surplus
(965) $ 31,787
$ 25,563
Shareholders’
cash
dividend
(965) 284,314
251,509
Dividend per Share (NTD) Dividend per Share (NTD)
2019
$ 1.30
2018
$ 1.15

152

The parent company’s proposal for 2020 earnings distribution by the board of directors on March 25, 2021 is as follow:

Statutory earnings surplus
Cash dividend
Earnings
Distribution Plan
$ 37,828
306,184
Dividend per Share
(NTD)
$ 1.40

Regarding 2020’s earnings distribution plan, it is expected to be decided on June 24, 2021 at the annual general meeting (AGM). (4) Special Earnings Surplus

Since it is the parent company’s first time using IFRSs and the increase in reserved earnings generated is insufficient for pre - estimation. Thus, the sole increase in reserved earnings generated by converse-using IFRSs NTD 200,454 thousands can pre-estimate special earnings surplus.

153

FOPCO

(5) Non-controlling interest

Non-controlling interest
BOY balance
Share of current year’s net
profit belonging to non-
controlling interest
Expense for non-controlling
interest dividend
Year-end balance
2020
$ 441,444
42,030

48,056)
$ 435,418
2019

(

(
$ 433,025
56,476
48,057)
$ 441,444

XXII. Income

Income
Customer contract income
Goods sales income
Processing income
2020
$ 10,210,550
2,943
$ 10,213,493
2019




$ 10,643,144
3,362
$ 10,646,506
  • (1) Customer Contract Description

  • Goods sales income

Products such as oil, feeds, and flour, etc. are sold to wholesalers and retailers, and are sold according to the fixed price in the contract. The income amount is measured at received consideration or consideration receivable’s fair value.

  1. Processing income

The Consolidated Company’s processing income contract is services of the processing and manufacturing of flour and the selection of eggs, etc. The Consolidated Company provides services of the processing and manufacturing of flour and the selection of eggs, etc., and the related income is recognized when providing these services.

(2) Contract balance


Contract balance

Notes receivable

Notes receivable – related
parties
Accounts receivable
Accounts receivable –
related parties


Contractual liabilities
(listed in other current
liabilities)
Selling of goods
December 31,
2020
$ 348,821

8,029
810,558

233,514

$ 1,400,922

$ 5,018
December 31,
2019

$ 306,131

9,453
824,682

216,980

$ 1,357,246

$ 1,122
January1,2019









$ 376,237
5,649
895,140

203,409
$ 1,480,435
$ 2,574

154

Changes in contract liabilities are mainly from the difference between the time point of the fulfilment of performance obligations and the time point of customers’ payments.

The amount for performance obligations from contract liabilities from the beginning of the year recognized as income in the current period is as follow:

==> picture [411 x 26] intentionally omitted <==

  • (3) Breakdown of customer contract income For information regarding income breakdown, please refer to note 34.

  • (4) Customer contracts that are not all complete yet

The time point of performance obligations expected to be recognized as income that are not all fulfilled yet is as follow:

December 31, 2020 December 31, 2019

Selling of products Executed in 2020 $ - $ 1,122 Executed in 2021 5,018 - $ 5,018 $ 1,122

XXIII. Net Profit

  • (1) Depreciation and amortization
Depreciation and amortization
Property, plant and equipment
ROU assets
Biological assets
Total depreciation expense
Depreciation expense
summarized according to its
functions
Operating cost
Operating expense
Amortization expense
summarized according to its
functions
Operating cost
Operating expense
2020
$ 109,344
14,241
5,329
$ 128,914
$ 97,213
31,701
$ 128,914
$ 1,023
2,086
$ 3,109
2019
















$ 108,129
14,214
5,634
$ 127,977
$ 98,618
29,359
$ 127,977
$ 1,028
2,370
$ 3,398

155

FOPCO

(2) Employees’ benefit expenses

Employees’ benefit expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Salary expenses
Labor and health insurance
expenses
Directors’ remunerations
Other employee benefits
Summarized according to its
functions
Operating costs
Operating expenses
2020
$ 11,787
913
12,700
291,288
24,815
13,699
12,588
$ 355,090
$ 113,974
241,116
$ 355,090
2019














$ 11,064
1,125
12,189
275,166
23,474
12,096
12,669
$ 335,594
$ 107,354
228,240
$ 335,594

(3) Employees’ Remunerations and Directors’ Remunerations

According to the clause in the parent company’s bylaws, the parent company refers to the current year’s pre-tax profit before deducting the distribution of employees’ remunerations and directors’ remunerations, and allocates respectively 2%-4% and not higher than 4% from employees’ remuneration and directors’ remuneration. The employees’ remuneration and directors’ remuneration for 2020 and 2019 were decided by the board of directors on March 25, 2021 and March 27, 2020 respectively as follow:

Estimated percentage

respectively as follow:
Estimated percentage
Employees’ remunerations
Directors’ remunerations
Amount
Employees’ remunerations
Directors’ remunerations
2020
2%
2%
2020
Cash
$ 9,191
9,191
2019
2%
2%
2019
Cash
$ 8,165
8,165

If there are still changes in the amount after the annual consolidated financial statements’ issuance date, it will be handled as changes in accounting estimates, and will be adjusted and entered into account in the following year.

156

There is no difference between the actual distributed amount for employees’ remuneration and directors’ remuneration for 2019 and 2018 and the consolidated financial statements’ recognized amount for 2019 and 2018.

For information regarding the parent company’s employees’ remuneration and directors’ remuneration as decided by the board of directors, please search on the Taiwan Stock Exchange ’s Market Observation Post System.

  • (4) Other Earnings and Impairment Loss Net Value
Disposal of gains on biological
assets
Disposal of gains (loss) on
property, plant and
equipment
Disposal of gains on ROU
assets
2020
$ 318
233
50
$ 601
2019


$ 644
(
318 )

17
$ 343

(5) Currency Exchange Profit (Loss)

Currency Exchange Profit (Loss)
2020
2019
Total currency exchange profit
~~$ 39,974~~
~~$ 31,683~~
Total currency exchange loss
(
13,371)
(
6,813)
Net profit
$ 26,603
$ 24,870
Interest Expense
2020
2019
Bank loan interest
$ 26,005
$ 32,212
Lease liability interest

2,680

2,771
$ 28,685
$ 34,983
Related information on interest capitalization is as follow:
2020
2019
Interest capitalization amount
$ 9,623
$ 5,343
Interest capitalization rate
1.16%-1.40%
1.36%-1.39%
2019

(
~~$ 31,683~~

6,813)
$ 24,870
2019
$ 5,343
1.36%-1.39%

(6) Interest Expense

XXIV. Income Tax

(1) Income tax recognized as profit or loss

157

FOPCO

The main items of the income tax is as follow:

Current income tax
Generated in the current
year
Addition to undistributed
earnings
Adjustments made in the
previous years
Deferred income tax
Generated in the current
year
Income tax expense recognized
as profit or loss
2020
$ 297,308
-
6,252
158,175)
$ 145,385
2019

(


$ 86,490
1
130
11,074
$ 97,695

Formosa Oilseed Processing Co., Ltd. (Panama) is exempt from income tax according to law. As of December 31, 2020, Formosa Oilseed Processing (Ningbo) had already estimated and listed related taxes of Ningbo municipal government’s purchasing of plants and equipment, and land ROU, and paid in May 2020 according to lo cal law’s regulations.

The adjustments for accounting income and income tax expense are as follow:


as follow:
Net profit before tax 2020
~~$ 563,172~~
2019
~~$ 493,175~~
Income tax expense calculated
based on statutory tax rate
for net profit before tax
(20%)
Tax-free income

(
$ 112,634

7,932 )

(
$ 98,635

5,620 )
Non-deductible
impairment
loss in taxes
3,827 95
Income tax repatriated from
subsidiary companies’
earnings 37,415 -
Addition to undistributed
earnings - 1
Unrecognized deductible
temporary difference (
6,913 )
3,121
Different tax rates effects on
subsidiary companies
operated in other
jurisdictions 102 1,333
Current income tax expense in
the previous years adjusted
in the current period 6,252 130
Income tax expense recognized
as profit or loss $ 145,385 $ 97,695

The amended “Statute for Industrial Innovation” announced by the president in July 2019 stipulates that, certain assets built or purchased

158

from retained earnings can be listed as deduction items for calculating retained earnings. When calculating retained earnings taxes, the Consolidated Company only deducted the amount of capital expense that had actually been reinvested.

  • (2) Current income tax assets and liabilities
Current income tax assets
Tax refund receivable
Current income tax liabilities
Income tax payable
December 31,2020
$ -
$ 61,731
December 31,2019 December 31,2019


$ 738
$ 54,062

159

FOPCO

  • (3) Deferred income tax assets and liabilities Changes in deferred income tax assets and liabilities are as follow:

  • 2020


2020
BOY Balance
Recognized as
Profit or Loss
Deferred Income Tax Assets


~~Temporary difference~~
Loss on investment
accounted for using
equity method
$ 4,333
$ 7,134
Pension expense overrun
2,105
(
49 )
Allowance loss overrun
5,550
(
4,310 )
Loss on inventory price
decline
506
(
107 )
Deferred income
497
(
44 )
Finance and taxation
differences in costs for
property, plant and
equipment
343
(
43 )
Unrealized foreign currency
exchange loss
53
532
Others

74

62
13,461
3,175
Loss deduction

2,563
(
2,554)
$ 16,024
$ 621
Deferred Income Tax Liabilities
~~Temporary difference~~
Land value increment tax
$ 95,560
$ -
Deferred relocation benefits
158,097
(
157,554)
$ 253,657
($ 157,554)
2019
BOY Balance
Recognized as
Profit or Loss
Deferred Income Tax Assets


~~Temporary difference~~
Loss on investment
accounted for using
equity method
$ 8,463
( $ 4,130 )
Pension expense overrun
3,080
(
975 )
Allowance loss overrun
4,710
840
Loss on inventory price
decline
207
299
Deferred income
541
(
44 )
Finance and taxation
differences in costs
for property, plant and
equipment
387
(
44 )
Unrealized foreign
currency exchange
loss
19
34
Others

298
(
224)

17,705
(
4,244 )
Loss deduction

8,464
(
6,830)

$ 26,169
($ 11,074)

Recognized as
Profit or Loss


Exchange
Difference
Year-End
Balance


$ -
$ 11,467

-
2,056

-
1,240

-
399

-
453

-
300

-
585

-

136

-
16,636
(
9)

-
($ 9)
$ 16,636
$ -
$ 95,560
(
543)

-
($ 543)
$ 95,560
Exchange
Difference
Year-End
Balance

$ -
$ 4,333

-
2,105

-
5,550

-
506

-
497

-
343

-
53
-

74

-
13,461
929

2,563
$ 929
$ 16,024
Year-End
Balance











(next page)

160

(con’t)

Deferred Income Tax
Liabilities
Temporary difference
Land value increment
tax

Deferred relocation
benefits


BOY Balance
$ 95,560
164,640

$ 260,200

Recognized
as Profit or
Loss
$ -

-

$ -
Exchange
Difference
$ -

6,543)

$ 6,543)
Year-End
Balance





(
(


$ 95,560
158,097
$ 253,657
  • (4) The deducted amount of unused losses for deferred income tax assets that is not recognized in the consolidated balance sheet
Name of Company
~~Chong Hsiang~~
International
Co., Ltd.






December 31,2020

$ -


13,884


11,723


767


9



23


$ 26,406
December 31,2019

$ 4,567

16,519

11,723

767

9


23

$ 33,608

Year of Final
Deduction









2022
2023
2024
2025
2026
2027
  • (5) Income tax verification status

Regarding the parent company, subsidiary company – Top Food Industry, subsidiary company – Chong Hsiang International, and subsidiary company – Fu You An Kang’s business income tax declaration, the declared cases as of before 2018 were authorized by tax collecting institutions.

XXV. Earnings per Share (EPS)

Net profit and the number of shares of the common share ’s weighted average for the calculation of EPS is as follow: Net profit

Net profit
Net profit used for the calculation
of basic and diluted EPS
Number of Shares
Number of shares of common
share’s weighted average used
for the calculation of basic EPS
Impacts of potential common
share with dilutive effect:
Employees’ remuneration
Number of shares of common
share’s weighted average used
for the calculation of diluted
EPS
2020
2019
$ 375,757
$ 339,004
Unit: 1000 shares
2020
2019
218,703
218,703
309

257
219,012
218,960
2019




218,703
257
218,960

161

FOPCO

If the parent company can choose to distribute employees ’ remuneration by share or by cash, then when the parent company calculates its diluted EPS, under the hypothesis that the employees ’ remuneration is distributed by share, the calculation of diluted EPS is to include the number of weighted average outstanding shares when such potential common share has dilutive effect. When calculating diluted EPS before deciding the number of shares distributed as the employees ’ remuneration in the following year, the parent company still needs to consider such potential common share’s dilutive effect.

XXVI. Cash Flow Information

(1) Partial cash transaction

The partial cash transactional investments that the Consolidated Company conducted in 2020 and 2019 are as follow:

Partial cash paid to purchase
property, plant and
equipment
Obtainment of property,
plant, and equipment
Net change in prepayment
of equipment
Net change in equipment
payable
Cash paid
Partial cash paid to purchase
biological assets
Purchase of biological
assets
Net change in
prepayments
Cash paid
2020
$ 452,213
(
7,372 )
(
11,402)
$ 433,439
$ -

2,600
$ 2,600
2019
$ 717,876
(
26,420 )

485
$ 691,941
$ 10,450
(
2,000)
$ 8,450

(2) Changes in liabilities owing to financing activities

2020

Short-term loans

Short-term notes payable
Long-term loans and
long-term loans due
within one year

Margin deposit
Lease liability


2019

Short-term loans

Short-term notes payable
Long-term loans and
long-term loans due
within one year

Margin deposit
Lease liability

BOY balance Cash flow Non-cashchanges Non-cashchanges Year-end
balance
New lease
liabilities
Reduced lease
liabilities
Amortized
interest expense





$ 1,845,793


-
1,390,000

-
200,978

$ 3,436,771

BOY balance
( $ 265,775 )
330,000
(
115,000 )
21
(
13,096)

($ 63,850)


Cash flow



$ -

-

-
-
1,995

$ 1,995
$ -

-

-
-
(
5,552)

($ 5,552)

Non-cash changes
$ -

(
361 )
-

-

-

($ 361)





$ 1,580,018

329,639
1,275,000
21
184,325
$ 3,369,003
Year-end
balance
New lease
liabilities
Reduced lease
liabilities
Amortized
interest expense




$ 771,007


349,863

1,000,000
8

197,838

$ 2,318,716
$ 1,074,786

(
350,000 )
390,000
(
8 )
(
13,441)

$ 1,101,337




$ -


-
-

-
20,946

$ 20,946

(
(
$ -

-
-
-

4,365)

$ 4,365)


$ -

137
-

-
-

$ 137



$ 1,845,793
-
1,390,000
-
200,978
$ 3,436,771

162

XXVII. Capital Risk Management

The Consolidated Company conducts capital management so as to ensure that each enterprise within the group can optimize its debts and equity balance in order to maximize shareholders’ compensation under the circumstance that the Company is ensured to continue to operate.

XXVIII. Financial Instrument

  • (1) Information regarding fair value – financial instruments that are not measured at fair value

  • The Consolidated Company’s management level believes that the

  • carrying amount for financial assets and financial liabilities that are not measured at fair value is close to its fair value, or that its fair value cannot be measured reliably.

  • (2) Types of financial instruments

cannot be measured reliably.
Types of financial instruments

Financial assets
Measured at amortized cost
(note 1)
Financial liabilities
Measured at amortized cost
(note 2)
December 31,2020
$ 2,884,582
3,495,075
December 31,2019
$ 3,126,292
3,476,154
  • Note 1: the balance is financial assets that includes cash and cash equivalents, financial instrument measured at amortized cost, notes receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, and other receivables, etc., measured at amortized cost.

  • Note 2: the balance is financial liabilities that include short -term loans, short-term notes payable, notes payable, accounts payable, accounts payable – related parties, partial other payables, other payables – related parties, and long-term loans (including parts due within one year), etc., measured at amortized cost.

  • (3) Purpose and policy for financial risk management

The Consolidated Company’s major financial instrument include financial assets measured at amortized cost, accounts receivable, accounts payable, loans, and lease liabilities, etc. The Consolidated Company’s financial management department supervises and manages financial risks related to the Consolidated Company’s operation by referring to the degree and width of risks to analyze internal risk reports for risk exposures. Such risks include market risks (including exchange rate risks and interest rate risks), credit risks, and current risks.

  1. Market risks

163

FOPCO

The main financial risks that the Consolidated Company bears for operating activities are risks in foreign currency exchange rate changes and risks in interest rate changes.

The Consolidated Company’s risk exposures related to financial instrument’s market risk and its management and measurement methods for such risk exposure did not change.

(1) Exchange rate risks

For the Company’s monetary assets and monetary liabilities ’ carrying amount denominated as non-functional currencies on the date of balance sheet (including monetary items denominated in non-functional currencies that had been written off in the consolidated financial statements), please refer to note 32.

Sensitivity analysis

The Company is mainly influenced by the fluctuation in the exchange rate for US dollars and RMB.

The table below describes in detail of the Consolidated Company’s sensitivity analysis when the exchange rate for NTD (functional currency) to each relevant currency increases or decreases 5%. 5% is the sensitivity percentage used when the Consolidated Company internal reports the exchange rate risks to the main management level; it also represents the management level’s evaluation on foreign currency exchange rate’s reasonable range for possible changes. The table below shows when individual functional currency relatively appreciates by 5% to each relevant currency, the amount that will cause changes for net profit before tax. When NTD to each relative foreign currency depreciates by 5%, its impact on net profit before tax will be the same amount in reverse.

US Dollar’s Impact
2020
2019
RMB’s Impact
2020
2019

Decrease in net profit before tax ( $ 19,046 ) ( $ 1,783 ) ( $ 861 ) ( $ 829 ) The amounts above mainly originates from the Consolidated Company’s bank deposit in US dollars and RMB that are still outstanding on the date of balance sheet and has not undergone cash flow hedges, and from accounts receivable.

(2) Interest rate risks

The Consolidated Company’s carrying amount for financial assets and liabilities impacted by interest rate risk exposures on the date of balance sheet is as follow:

164

Interest rate risk with fair
value
Financial assets
Financial
liabilities
Interest rate risk with
cash flow
Financial assets
Financial
liabilities
December 31,2020
$ 235,115
1,497,174
December 31,2020
$ 1,214,504
1,871,808
December 31,2019
$ 739,472
1,303,478
December 31,2019
$ 967,604
2,133,293

Sensitivity analysis

The sensitivity analysis below is determined by the interest rate risk exposure according to non-derivative instruments on the date of balance sheet. The Consolidated Company internal uses 25 basis points increase/decrease rate of change when reporting the interest rate to the main management level. This also represents the management level’s evaluation on the rate’s reasonable range for possible changes.

If the interest rate increases/decreases by 25 basis points, under the circumstance that all other variables remain unchanged, the Consolidated Company’s net profit before tax for 2020 and 2019 respectively decreased/increased by NTD 1,643 thousands and NTD 2,914 thousands. This is mainly caused by risk exposures from variable interest rate bank demand deposit and loan risks.

2. Credit risks

Credit risks refer to the Consolidated Company’s risks in financial loss owing to the counterparty’s delinquency in fulfilling contract obligations. As of the date of balance sheet, the Consolidated Company may face greatest credit risk possibly because of financial loss owing to the counterparty’s unfulfilled obligation, of which is mainly from the carrying amount for financial assets recognized in the consolidated balance sheet. The policy that the Consolidated Company adopts is to only make transactions with reputable targets, and the Company will obtain full collateral when necessary so as to reduce the risk of financial loss owing to delinquency.

The targets for accounts receivable encompass numero us customers, scattered in sales for oil, feeds, and flour, etc. The Consolidated Company does not have any significant credit risk exposure against any single counterparty or any set counterparties with similar characteristics.

  1. Current risks

The Consolidated Company supports the group’s operation and reduces the impact of cash flow fluctuation through

165

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management and through maintaining sufficient position of cash and cash equivalents.

The Consolidated Company’s management level supervises the usage status of the bank’s financing limit and ensures the fulfillment of the loan’s contract clauses. As of December 31, 2020 and 2019, the Consolidated Company’s undrawn bank financing limit was respectively NTD 2,666,413 thousands and NTD 4,976,180 thousands.

The table below shows the analysis of the Consolidated Company’s remaining contract of the agreed repayment period ’s non-derivative financial liability. It refers to the earliest possible repayment date requested upon the Consolidated Company, and was prepared by the financial liability’s undiscounted cash flow. December 31, 2020


December 31,

2020
Non-derivative
financial
liabilities
Liabilities without
interest
Lease liability
Floating interest rate
instrument
Fixed interest rate
instrument
On demand or
less than 1
month
$ 113,099
1,255
162,500

424,974

$ 701,828
1-3 months 3 months-1
year
1-5years More than 5
years






$ 126,001

3,792

265,830

160,675

$ 556,298




$ 71,318

9,597

658,478

727,200

$1,466,593




$ -

42,202

785,000

-
$ 827,202



$ -

164,030
-

-
$ 164,030

Advanced information regarding maturity date analysis for lease liabilities:

Lease liability
December 31,
Less than 1
year

$ 14,644

2019
On demand or
less than 1
month
Less than 1
year
1-5years 1-5years 5-10years 5-10years 5-10years 5-10years 10-15years 10-15years 10-15years 15-20years
15-20years
15-20years
More than
20years






$

Non-derivative
financial
liabilities
Liabilities without
interest
Lease liability
Floating interest rate
instrument
Fixed interest rate
instrument


$ 87,445
1,304
85,168

659,500
$ 833,417




$ 100,645

3,977

277,967

174,000










$ 52,271

10,517

662,658

269,000

$ 994,446




$ -

50,282
1,107,500

-
$1,157,782



$ -

173,102
-

-
$ 173,102

$ 556,589

166

Advanced information regarding maturity date analysis for lease liabilities:

==> picture [382 x 30] intentionally omitted <==

XXIX. Related Parties ’ Transactions

The transactions among the Consolidated Company, the Consolidated Company’s account balance, income, and expenses are all eliminated when consolidated, and thus they are not disclosed in this note. The transactions between the Consolidated Company and other related parties are as follow.

167

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  • (1) Related parties’ names and relationships

Name of Related Parties Relationship with the Consolidated Company Affiliated enterprises with significance Central Union Oil Corp. Parent company’s invested company denominated accounted for using equity method Other related parties Cheng Xin Investment Co., Ltd. Its main shareholder is the parent company’s CEO Shin Tai Industry Co., Ltd. Its chairman is the parent company’s vice chairman’s relative within first degree of relationship Nong Ann Biotechnology Co., Its chairman for 2019 is the parent Ltd. company’s vice chairman’s relative within first degree of relationship Fu Hong Eggs Ltd. Its chairman is Fu You An Kang Co., Ltd.’s supervisor Fu Hong Enterprise Its responsible person is Fu You An Kang Co., Ltd.’s supervisor Jia Sheng Farm Product Co., Ltd. Its chairman is Fu You An Kang Co., Ltd.’s majority shareholder Li Hong Sales Co., Ltd. Its chairman is Fu You An Kang Co., Ltd.’s majority shareholder Fortune Electric Co., Ltd. Its director is the parent company’s judicial person’s representative Qun Sheng Fa Co., Ltd. Its chairman is the parent company’s judicial chairman Tai Sheng Ocean Development The parent company’s judicial director

Tai Sheng Ocean Development The parent company’s judicial director Co., Ltd. Morn Sun Feed Ltd. The parent company’s judicial director Xu, Ming Fa Fu You An Kang Co., Ltd.’s majority shareholder Wu, Xiao Yuan The parent company’s vice chairman’s relative within first degree of relationship

  • (2) Operating income
Operating income
Classification/Name of Related
Parties
~~Affiliated enterprises~~
Central Union Oil Corp.
Other related parties
2020
$ 1,503,581
136,991
$ 1,640,572
2019




$ 1,582,715
78,719
$ 1,661,434

The parent company sells processed soy flour and exclusively selected soy beans to affiliated enterprises, and the denomination for the selling price is the market price subtracting the selling price that affiliated enterprises should bear. The transaction conditions for other related parties were defined separately.

(3) Purchases

Purchases
Classification/Name of Related
Parties
~~Affiliated enterprises~~
Other related parties
2020
~~$ 72,161~~
39
~~$ 72,200~~
2019




~~$ 34,434~~
6
~~$ 34,440~~

The Consolidated Company’s purchasing transaction with related parties was defined on a separate basis.

168

  • (4) Processing expense
Processing expense
Classification/Name of Related
Parties
Affiliated enterprises
Central Union Oil Corp.
Other related parties
2020
$ 220,487
3,436
$ 223,923
2019




$ 228,969
3,032
$ 232,001

Processing expenses are mainly the parent company’s entrusting of the affiliated enterprises to process and manufacture soybean oil, soy flour, exclusively selected soy beans, and shelled soy flour. As for the processing expense, it is denominated according to the entrusted processing contract agreed and signed by both parties. The contract price was decided on a separate basis.

  • (5) Lease Agreement

price was decided on a separate
Lease Agreement

basis.
Classification/Name of Related
Parties
Lease liability
Other related party
Xu, Ming Fa
Classification/Name of Related
Parties
Interest expense
Other related party
Xu, Ming Fa
December31,2020
$ 6,878
2020
$ 100
December31,2019
$ 7,499
2019
$ 108

Subsidiary company Fu You An Kang Co., Ltd. rented place of operation from a related party, and the decision about the rent and payment methods were agreed by both parties.

  • (6) Lease Agreement

Operating lease rental

The parent company offered a workplace as operating lease rental to other related party Cheng Xin Investment Co., Ltd. The lease period is 4 years, and the rent and payment methods were decided separately. The parent company offered transport equipment as operating lease rental to affiliated enterprise Central Union Oil Corp. The lease period was 2 months, and its rent and payment method were decided separately. Lease income is summarized as follow:

Classification/Name of Related

Classification/Name of Related
Parties
Affiliated enterprises
Other related parties
2020
$ 44
36
$ 80
2019




$ -
36
$ 36

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The total amount of lease payments to be collected in the future are summarized as follow:

Classification/Name of Related Parties December 31, 2020 December 31, 2019 Other related party Cheng Xin Investment Co., Ltd. $ 144 $ 36

(7) Accounts Receivable from Related Parties Classification/ Name of Related December 31, December 31, Items Parties 2020 2019 Notes receivable – ~~[Other related parties ][$ ] 8,029 $ 9,453~~ related parties Accounts receivable –[Affiliated enterprise ] related parties[Central Union ] $ 219,535 $ 208,505 Oil Corp.[Other related parties ] 13,979 8,475 $ 233,514 $ 216,980

The Consolidated Company did not receive pledge from related parties for outstanding accounts receivable. The accounts receivable from related parties for 2020 and 2019 were not listed as allowance loss. (8) Accounts payable from related parties

Classification/


Classification/
Items
Accounts payable –
related parties





Other payables –
related parties
Name of Related
Parties
Affiliated enterprise
Central Union
Oil Corp.

Other related parties

Other related parties
December 31,
2020

$ 4,318


363

$ 4,681

$ -
December 31,
2019






$ 5,580
323
$ 5,903
$ 21

The Consolidated Company did not provide collateral to other related parties for the balance for outstanding accounts receivable.

  • (9) Obtained Property, Plant and Equipment

Price Obtained

Classification of Related
Parties
Other related parties
2020
~~$~~
~~-~~
2019
~~$~~
~~395~~

The transaction price and payment conditions were decided separately.

170

(10) Obtained Financial Assets 2019

2019
Classification/
Name of Related
Parties
Other related parties
Wu, Xiao Yuan

Nong Ann
Biotechnol
ogy Co.,
Ltd.
Items

Financial assets
acquired through
other
comprehensive
income
measured at fair
value
Financial assets
acquired through
other
comprehensive
income
measured at fair
value
Number of
Shares
Transacted
Target of
Transaction
Shin Tai Industry

Shin Tai Industry
Price Obtained
$ 43,338

49,012
1,523,000
1,750,000
$ 43,338

49,012

$ 92,350

The parent company purchased Shin Tai Industry’s shares as street dealing block trade with the total of 1523 thousand shares on relatively August 12 and 14, 2019 from other related party – Wu, Xiao Feng. The total purchased cost was NTD 43,338 thousands, a nd was listed under “financial assets at fair value through other comprehensive income. ” The parent company purchased Shin Tai Industry Co., Ltd. ’s shares as street dealing block trade from other related party Nong Ann Biotechnology Co., Ltd., with the total of 1750 thousand shares. The total purchased cost was NTD 49,012 thousands, and was listed under “financial assets at fair value through other comprehensive income. ” As of December 31, 2019, the parent company had already sold all of the aforementioned shares in the public trading market, and the total disposal amount was NTD 72,175 thousands, which, together with other equity related to the aforementioned transaction – NTD 20,175 thousands of evaluation loss from financial assets at fair value through other comprehensive income – were transferred to retained earnings. (11) Other


Other
Items
Shipping fee

Service fee

Other expense

Classification of
Related Parties
Other related parties

Other related parties

Other related parties
Affiliated
enterprises

2020
$ 1,018

$ 3,925

$ 290

342

$ 632
2019








$ 901
$ 3,633
$ 185
24
$ 209

Service fee was mainly used for the payment of related parties ’ labor dispatch.

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  • (12) Remunerations for Main Management Level The total remunerations for directors and other main management

  • levels for 2020 and 2019 are as follow:

Short-term employees benefit
Post-employment benefit
2020
~~$ 20,383~~
481
$ 20,864
2019




~~$ 17,953~~
459
$ 18,412

The directors’ and other main management levels’ remunerations were decided by the Remuneration Committee based on individual performance and market trends.

XXX. Pledged Asset

The following assets had been provided as collaterals for bank loans, guarantees for all types of credits, and the issuance of letters of credit:

Property, plant and equipment
Limited deposit – bank deposit
December 31, 2020
$ 1,632,166

25,000
$ 1,657,166
December 31, 2019 December 31, 2019




$ 1,656,262
177,763
$ 1,834,025

XXXI. Significant Contingent Liabilities and Unrecognized Contractual Commitments

Except for those stated in other notes, the Consolidated Company’s significant commitments and contingencies on the date of balance sheet are as follow:

(1) Significant commitments

  1. As of December 31, 2020 and 2019, the amount of the Consolidated Company’s issuance of unused letters of credit due to the purchasing of raw materials was respectively NTD 1,166,138 thousands and NTD 525,891 thousands.
Significant commitments
1. As of December 31, 2020 and 2019, the amount of the Consolidated
Company’s issuance of unused letters of credit due to the
purchasing of raw materials was respectively NTD 1,166,138
thousands and NTD 525,891 thousands.
Significant commitments
1. As of December 31, 2020 and 2019, the amount of the Consolidated
Company’s issuance of unused letters of credit due to the
purchasing of raw materials was respectively NTD 1,166,138
thousands and NTD 525,891 thousands.
Significant commitments
1. As of December 31, 2020 and 2019, the amount of the Consolidated
Company’s issuance of unused letters of credit due to the
purchasing of raw materials was respectively NTD 1,166,138
thousands and NTD 525,891 thousands.
2.
Unrecognized contractual commitments are as follow:
December 31, 2020
December 31, 2019
Purchase of property, plant,
and equipment
$ 305,899
$ 553,801
Purchase of biological
assets

5,970

-
$ 311,869
$ 553,801


$ 553,801
-
$ 553,801

(2) Contingencies

The parent company purchased low cost oil as raw materials from Chang Chi Foodstuff Factory Co., Ltd. (hereafter referred to as Chang Chi Foodstuff), which resulted in the parent company’s compensation loss from oil recovery and related litigations. The Company filed for proceedings in a criminal case that brought a supplementary civil action against Chang Chi Foodstuff for compensation for damages in February 2014. The court convicted Chang Chi Foodstuff for offense of fraud in July 2014, and the parent company should be jointly compensated with NTD 38,307 thousands. This case was appealed by Chang Chi Foodstuff, and was sent back by the Supreme Court for retrial. The parent company won the lawsuit as judged by the court in November 2018. Chang Chi Foodstuff filed for appeal in January 2019. As of the date the board of directors approved this consolidated financial report, it was still under review by the court. The Company had not recognized such compensation gains yet.

172

XXXII. Foreign Currency Assets and Liability Informat ion with Significant Impact

The information below is expressed in the foreign currency aggregate apart from the Consolidated Company’s individual entities’ functional currency. The exchange rate disclosed refers to the exchange rate for such foreign currencies’ conversion to functional currency. Foreign currency assets and liabilities with significant impact are as follow:

December 31, 2020
Foreign
Currency
Foreign currency
assets
~~Monetary items~~
USD
$ 13,375
RMB

3,946
December 31, 2019
Foreign
Currency
Foreign currency
assets
~~Monetary items~~
USD
$ 1,178
RMB

3,856
December 31, 2020
Foreign
Currency
Foreign currency
assets
~~Monetary items~~
USD
$ 13,375
RMB

3,946
December 31, 2019
Foreign
Currency
Foreign currency
assets
~~Monetary items~~
USD
$ 1,178
RMB

3,856
Unit:
Foreign Currency thousands,
NTD thousands
Exchange Rate
Carrying
Amount
28.480 (USD:NTD) $ 380,924
0.1533 (RMB:USD)
17,225
Exchange Rate
Carrying
Amount
29.980 (USD:NTD) $ 35,661
0.1433 (RMB:USD)
16,572

Foreign currency
assets
~~Monetary items~~
USD

RMB
$ 1,178

3,856

Unrealized foreign currency exchange profit (loss) with significant impact is as follow:

Foreign
Currency
USD

RMB
2020 Unrealized
Net
Exchange
Profit(Loss)
( $ 2,927 )

266

($ 2,661)
2019
Exchange Rate Exchange Rate
29.980 (USD:NTD)

0.1433 (RMB:USD)

Unrealized
Net
Exchange
Profit(Loss)
28.480 (USD:NTD)

0.1533 (RMB:USD)

(

(
(
(
(
$ 866 )
686)
$ 1,552)

173

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XXXIII.Noted Disclosures

Related information on (1) Significant transactions and (2) reinvestment business:

  1. Loan funds to others: none.

  2. Offer endorsement and guarantee for others: Schedule 1

  3. Final holding of marketable securities status (not including investments in subsidiary companies and affiliated enterprises): none.

  4. Accumulated purchasing or selling of the same marketable securities’ amount reaches NTD 300 million or more than 20% of the actual received capital: none.

  5. The amount for obtained property reaches NTD 300 million or more than 20% of the actual capital received: none.

  6. Disposal of the amount for obtained property reaches NTD 300 million or more than 20% of the actual received capital: none.

  7. The amount for purchasing or selling or stocks with related parties reaches NTD 100 million or more than 20% of the actual received capital: Schedule 2.

  8. Accounts receivable from related parties reach NTD 100 million or more than 20% of the actual received capital: Schedule 3.

  9. Transaction of derivative products: none.

  10. Other: business relations and important transactional situations and amount between parent-subsidiary companies and among each companies: Schedule 6.

  11. Information on invested companies: Schedule 4.

  12. (3) Information on Investment in China:

  13. Name of invested companies in China, main operating items, actual received capital, investment methods, status of outward/inward remittance of funds, final investment carrying value, repatriated investment gains, and investment amount limit in Mainland China: Schedule 5.

  14. The following significant transactions, and their prices, payment conditions, and unrealized profit or losses that occurred directly or indirectly from the third region with the invested companie s in China:

    • (1) Purchasing amount and its percentage, and related accounts payable’s final balance and its percentage: none.

    • (2) Selling amount and its percentage, and related accounts receivable’s final balance and its percentage: none.

    • (3) Property transaction amount and its generated profit and loss amount: none.

    • (4) Endorsement and guarantee for notes or the final balance and

      • purpose for providing collaterals: none.
    • (5) The highest balance, final balance, interest rate range, and total current interest for the accommodation of funds: none.

174

  • (6) Other transactions that cause significant impacts on the current year’s profit and loss status or financial status, such as the providing or the receiving of services, etc.: none.

  • (4) Main information on shareholders: name of shareholders whose equity ratio reaches more than 5%, shareholding amount, and pro rata: Schedule 6

XXXIV. Department Information

Departments that should be reported within the Consolidated Company are the oil department, the feeds department, the flour department, and other departments.

Oil department: offer production, processing, and selling of soybean oil and soy flour, etc.

Feeds department: offer production, processing, and selling of feeds, etc.

Flour department: offer production, processing, and selling of flour, etc.

Other departments: other operating activities that do not belong to that of the oil department, the feeds department, and the flour department.

  • (1) Department income and operating results

The income and operating results of the Consolidated company's continuing business units are analyzed according to the reporting department as follows:

department as follows:
Oil department

Feeds department
Flour department
Other departments

Total continuing operations

Gains on affiliated enterprises
recognized by using the
equity method
Interest income
Net profit for foreign currency
exchange
Rent income
Interest expense
Net profit before tax for
continuing operations
Department income
2019
$ 4,032,152

3,798,751

2,666,806

148,797

$ 10,646,506

Departmentprofit or loss
2020
$ 4,085,044
3,275,425
2,687,154

165,870

$ 10,213,493
2020
$ 232,142

137,941

134,832

8,935

513,850
39,660
10,659
26,603
1,085

28,685)

$ 563,172
2019










(









(
$ 114,286

105,115

191,599

38,042

449,042

28,100

25,136

24,870

1,010

34,983)
$ 493,175

The reported department incomes above are all generated from transactions with external customers. There is not any interdepartmental sale involved.

Department profit refers to the profit made by each department. It does not include gains on affiliated enterprises recognized by using the equity method that should be amortized, interest income, net profit for foreign currency exchange, rent income, and interest expense.

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(2) Total department assets

Total department assets
Department asset
Continuing operations
departments
Oil department
Feeds department
Flour department
Other departments
Total department assets
Unamortized assets
Total consolidated assets
December 31,2020
$ 2,737,961
974,565
2,575,646

626,010
6,914,182

779,212
$ 7,693,394
December 31,2019











$ 2,341,083
1,282,779
2,580,165
624,056
6,828,083
912,934
$ 7,741,017

Based on the purpose of supervising department performance and allocating resources to each department, all assets other than affiliated enterprises recognized by the equity method, other financial assets and current and deferred income tax assets are allocated to the reporting department. Assets shared by reportable departments are allocated based on the income earned by individual reportable departments. (3) Regional information

The Consolidated Company mainly operates in two regions – the Republic of China (R.O.C.) and Mainland China.

The information regarding the income from continuing operations of the Consolidated Company from external customers and non-current assets categorized according to the assets’ location are as follow:

R.O.C.

Mainland
China

Income from external customers

2020
2019
$ 9,867,840 $ 10,277,867
345,653

368,639

$ 10,213,493
$ 10,646,506
Income from external customers

2020
2019
$ 9,867,840 $ 10,277,867
345,653

368,639

$ 10,213,493
$ 10,646,506
Non-current assets Non-current assets Non-current assets
December 31,
2020
$ 3,518,521
19

$ 3,518,540
December 31,
2019
2020
$ 9,867,840
345,653

$ 10,213,493








$ 3,181,944
65
$ 3,182,009

Non-current assets do not include deferred income tax assets.

  • (4) Main customer information

Apart from the Consolidated Company’s respective sales income from Central Union Corp. that amounted for respectively NTD 1,503,581 thousands and NTD 1,582,715 thousands for 2020 and 2019, which both accounted for 15% of the years’ consolidated operating income, the Consolidated Company’s sales to any other customer did not reach more than 10% of the consolidated operating income.

176

Formosa Oilseed Processing Co., Ltd. and Subsidiary Companies Endorsement and Guarantee for Others

January 1 to December 31, 2020

Schedule 1

Unit: NTD thousands

Code Name of Endorsement
and Guarantee
Company
Endorsedand GuaranteedTarget Endorsedand GuaranteedTarget Endorsement
and Guarantee
Limit for Single
Enterprise (note
2)


Maximum
Endorsement
and Guarantee
Balance for the
Current Period
Final
Endorsement
and Guarantee
Balance
Actual Drawn
Amount
Endorsement
and Guarantee
Amount
Guaranteed by
Property
Ratio of
Accumulated
Endorsement
and Guarantee
Amount to the
Net Value of
the Latest
Financial
Statement (%)
Maximum Limit
for Endorsement
and Guarantee
(note 2)


Belongin
g to
Parent
Company
’s
Endorsem
ent and
Guarantee
for
Subsidiar
y
Companie
s(note 3)

Belongin
g to
Subsidiar
y
Companie
s’
Endorsem
ent and
Guarantee
for Parent
Company
(note 3)



Belongin
g to
Endorsem
ent and
Guarantee
for
Mainland
China
(note 3)

Notes

Name of Company
Relationship
(note 1)
0 Formosa Oilseed
Processing
Top Food (2) $ 3,297,723 $ 2,920,000 $ 2,821,000 $ 1,385,396 $ -
86
$ 3,957,268 Y

Note 1: the relationships between endorser and guarantee and endorsed and guaranteed targets are as follow:

  • (1) Companies with business relationships.

  • (2) Companies in which the company directly and indirectly holds more than 50% of voting shares.

  • (3) Companies that directly and indirectly hold more than 50% of voting shares towards the company.

  • (4) Between companies in which the company directly and indirectly holds more than 90% of voting shares.

  • (5) Based on the needs of contract engineering, companies from the same industry or joint creators that mutually guarantee according to contractual clauses.

  • (6) Companies endorsed and guaranteed by all shareholders according to their shareholding ratio owing to mutual investment re lationships.

  • (7) Inter-industries that refer to the Consumer Protection Act that regulates the contract bond with joint collateral for the contract for the sellin g of pre-sold homes.

  • Note 2: the parent company’s handling of the total amount for endorsement and guarantee is limited to not exce eding 120% of the net value of the parent company’s latest financial statement. As for the limit for the endorsement and guarantee for domestic single enterprises, the limit shall not exceed 100% of the ne t value of the parent company’s latest financial statement. The limit for the endorsement and guarantee of foreign single affiliated companies shall not exceed 40% of the net value of t he parent company’s latest financial statement. Subsidiary companies’ handling of the total amount for endorsement and gua rantee is limited to not exceeding 50% of the net value of the subsidiary companies ’ latest financial statement. As for the limit for subsidiary companies’ endorsement and guarantee for single enterprises, it is limited to not exceeding 20% of the net valu e of subsidiary companies’ latest financial statement. The limit for subsidiary companies’ endorsement and guarantee for foreign single affiliated companies shall not exceed 30% of the net value of subsidiary compani es’ latest financial statement.

  • Note 3: those belonging to parent companies listed on the OTC’s endorsement and guarantee for subsidiary companies, those belonging to subsidiary companies ’ endorsement and guarantee for parent companies listed on the OTC, and those belonging to endorsement and gu arantee for Mainland China should fill out “Y” at the beginning.

177

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Formosa Oilseed Processing Co., Ltd. and Subsidiary Companies

Purchasing or Selling Amount with Related Parties Reaches NTD 100 million or Actual Received Capital Is Above 20%

January 1 to December 31, 2020

Schedule 2

Unit: NTD thousands

Purchases (Sales)
Company
Name of
Counterparty
Relationship Transaction Status Transaction Status Statues and Reasons for
Discrepancy in Transaction
Conditions and General Transaction
Statues and Reasons for
Discrepancy in Transaction
Conditions and General Transaction

Notes and Accounts Receivable
(Payable)

Notes and Accounts Receivable
(Payable)
Note
Purchases
(Sales)
Amount Percentage of
Total
Purchases
(Sales) (%)
Credit Period Unit Price Credit Period Balance Percentage of
Total Notes
and Accounts
Receivable
(Payable) (%)
Formosa Oilseed
Processing Co.,
Ltd.
Formosa Oilseed
Processing Co., Ltd.
Top Food
Formosa Oilseed
Processing Co., Ltd.
Chong Hsiang
International
Central Union Oil
Corp.

Top Food
Formosa Oilseed
Processing Co., Ltd.

Chong Hsiang
International
Formosa Oilseed
Processing Co.,
Ltd.
Affiliated enterprise
Subsidiary company

Parent company
Subsidiary company
Parent company
Sales
Purchases
and
processin
g
expenses
Purchases
Sales
Sales
Purchases
$ 1,503,581
290,158
232,016
232,016
343,767
343,767
21
5
4
8
5
100
45-60 days
30-45 days
30-45 days
30-45 days
30-45 days
30-45 days
Deduct of sales
expense that
should be
borne by
Central Union
Oil Corp.
according to
market price









$ 219,535
(
3,894 )
(
38,893 )
38,893
74,273
(
74,273 )
26
2
16
7
9
100
(note)
(note)
(note)
(note)

Note: had been written off when preparing the consolidated financial statement.

178

Formosa Oilseed Processing Co., Ltd. and Subsidiary Companies

Accounts Receivable from Related Parties Reaches NTD 100 million or Actual Received Capital Is Above 20%

December 31, 2020

Schedule 3

Unit: NTD thousands

Companies Listed for Accounts
Receivable
Name of Transaction Targets Relationship Balance for
Accounts
Receivable from
Related Parties
Turnover Accounts Receivable from Related
Parties Overdue
Accounts Receivable from Related
Parties Overdue
Accounts
Receivable from
Related Parties
Final Recovered
Amount
Loss on Pre-
Estimated
Allowance
Amount Handling Method
Formosa Oilseed Processing Central Union Oil Affiliated enterprise $ 219,535 7 (times)
$ -
- $ 208,652 $ -

179

FOPCO

Formosa Oilseed Processing Co., Ltd. and Subsidiary Companies

Name, Location, and other Related Information about Invested Company

January 1 to December 31, 2020

Schedule 4

Unit: NTD thousands

Name of Investing
Company
Name of Invested
Company
Location Main Operating Items Original Invested Amount Original Invested Amount Year-End Holdings Year-End Holdings Year-End Holdings Invested
Company’s
Current Year
Profit(Loss)
Investment Profit
(Loss)
Recognized in the
Current Year
Note
End of This Year End of Last Year No. of Shares
(1000)
Percentage
(%)
Carrying Amount
FORMOSA OILSED
PROCESSING
TOP FOOD
FORMOSA OIL
PROCESSING
(PANAMA) S. A.
FU YOU AN KANG
CHONG HSIANG
INTERNATIONA
L
CENTRAL UNION
OIL
TAICHUNG CITY
PANAMA CITY,
REPUBLIC OF
PANAMA
CHANG HUA
COUNTY
TAICHUNG CITY
TAICHUNG CITY
Manufacturing and
selling of flour
products
General investment
business
Poultry breeding and
wholesaling of
agricultural products
Wholesale trading of oil
products
Businesses regarding
exclusive selection
and rendering of soy
beans
$ 449,180
392,728
(note 2)
25,908
50,000
203,316
$ 449,180
733,703
25,908
50,000
203,316
51,963
12
2,591
5,000
20,000
63
100
51
100
33
$ 691,836
294,392
31,748
19,008
274,924
$ 100,719
(
35,670 )
10,046
7,202
118,982
$ 63,851
(notes 1 & 3)
(
35,670 )
(notes 1 & 3)
5,124
(notes 1 & 3)
7,202
(notes 1 & 3)
39,660
(note 1)
Subsidiary
company
Subsidiary
company
Subsidiary
company
Subsidiary
company
Affiliated
enterprise

Note 1: calculated based on the accountant’s auditing of the financial statement in the same period.

Note 2: the decrease of original investment amount is due to FORMOSA OIL PROCESSING (PANAMA) S. A. ’s capital reduction. Note 3: all had been written off when preparing the consolidated financial statement.

180

Formosa Oilseed Processing Co., Ltd. and Subsidiary Companies

Investment Information in China January 1 to December 31, 2020

Schedule 5

Unit: NTD thousands

Name of Invested
Company in China
Main Operating Items Actual Received
Capital
Investment
Method (note 1)
Accumulated
Investment
Amount Remitted
Outward from
Taiwan at BOY
Accumulated
Investment
Amount Remitted
Outward from
Taiwan at BOY
Investment Amount Remitted
Outward or Repossessed in the
Current Year
Investment Amount Remitted
Outward or Repossessed in the
Current Year
Accumulated
Investment
Amount Remitted
Outward from
Taiwan at the End
of the Year

Invested
Company’s
Current Year
Profit or Loss
(note 3)
Shareholdin
g Ratio of
Parent
Company’s
Direct or
Indirect
Investment
Investment Profit
(Loss)
Recognized in the
Current Year
(notes 3 & 6)

Year-End
Investment
Carrying Amount
(notes 3 & 6)
Inward Remitted
Investment Profit
as of the Current
Year
Note
Outward
Remittance
Repossession
FORMOSA
OILSEED
PROCESSING
(NINGBO)
Wholesale trading of
oil products
$ 227,590 (2)
(note 2)
$ 727,107 $ - $ - $ 727,107 ( $ 214 ) 100% ( $ 214 ) $ 290,690 $ -
Year-End Accumulated Investment Amount
Remitted Outward from Taiwan to Mainland
China
Investment Amount Approved by the Investment
Commission, MOEA (note 4)

Investment Limit in Mainland China According
to Regulations by the Investment Commission,
MOEA(note 5)
$ 727,107 $ 727,743 $ 1,978,634

Note 1: investment methods are categorized into three categories as follow, and it is acceptable to just mark the category:

  • (1) Direct investment in Mainland China.

  • (2) Reinvestment in China via companies from a third region.

  • (3) Other methods.

Note 2: the investing company from the third region is FORMOSA OIL PROCESSING (PANAMA) S.A.

Note 3: recognized based on the financial statements of the parent company in Taiwan, audited by certified public accountants duri ng the same period.

  • Note 4: the parent company was approved by the Investment Committee, MOEA (1999) with No. Investment-Review-II-88710679 and No. Investment-Review-II-88727883 on February 8, 1999 and October 13, 1999, and indirectly invested USD 4,910 thousands and USD 17,975 thousands in China.

  • Note 5: calculated based on the limited amount regulated by the “Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China ” ordered by the Investment Committee, MOEA in August 2008.

Note 6: all had been written off when preparing the consolidated financial statement.

181

FOPCO

Formosa Oilseed Processing Co., Ltd. and Subsidiary Companies

Business Relations and Important Transactional Situations between Parent -Subsidiary Companies

January 1 to December 31, 2020

Schedule 6

Unit: NTD thousands

Code
(note 1)
Name of Trader Target of Transaction Relationship with Trader
(note 2)
Transactional Situations Transactional Situations
Item Amount Transactional Conditions Percentage of consolidated
total revenue or total assets
%(note 3)
0
0
0
Formosa Oilseed Processing Co.,
Ltd.
Formosa Oilseed Processing Co.,
Ltd.
Formosa Oilseed Processing Co.,
Ltd.
Top Food
Chong Hsiang International
Fu You An Kang
1
1
1
Affiliated enterprise
payables
Affiliated enterprise
receivables
Purchases
Other income
Affiliated enterprise
receivables
Sales income
Rent income
Affiliated enterprise
receivables
Sales income
$ 38,893
454
232,016
4,386
74,273
343,767
36
4,463
18,207
Month-end close 45 days
wire transfer
Month-end close 45 days
wire transfer
Month-end close 45 days
wire transfer
Month-end close 45 days
wire transfer
Month-end close 45 days
wire transfer
Month-end close 45 days
wire transfer
Month-end close 60 days
wire transfer
Month-end close 80 days
wire transfer
Month-end close 80 days
wire transfer
1
-
2
-
1
3
-
-
-
  • Note 1: the numbering for the information regarding the inter-business dealings between the parent company and the subsidiary companies is as follow: (1) The parent company is numbered as 0.

  • (2) Subsidiary companies are numbered sequentially in Arabic numerals starting from 1 according to the companies.

  • Note 2: there are three types of relationships with traders, of which the numbering is as follow:

  • (1) Parent company to subsidiary company.

  • (2) Subsidiary company to parent company.

  • (3) Subsidiary company to subsidiary company.

Note 3: if the calculation of the percentage of transactional amount to consolidated total revenue or total assets begins to items of assets or liabilities, then it is calculated by the year-end balance to the consolidated total assets. If it belongs to items of profit or loss, then it is calculated by current year -end’s accumulated amount to the consolidated total revenue.

182

Formosa Oilseed Processing Co., Ltd. Information on Major Shareholders December 31, 2020

Schedule 7

Name of Major Shareholders Shares Shares
Number of Shares
Held
Shareholding
Percentage
Shin Tai Industry Co., Ltd.
Qun Sheng Fa Co., Ltd.
Cheng Xin Investment Co., Ltd.
An Da Investment Co., Ltd.
Shin Fong Trading Co., Ltd.
Guan, Yao Zhan
21,650,939
21,450,000
20,843,659
20,734,194
17,756,867
17,103,887
9.89%
9.80%
9.53%
9.48%
8.11%
7.82%

Note : The information on major shareholders in this table is based on the calculation made by the TDCC, of which the shareholders hold more than 5% of the company’s common share that was completed by non-physical payments (including treasury shares) and special shares on the last business day of the quarter-end of the current quarter. The share capital and the actual number of shares completed by non-physical payments recorded in the Consolidated Company’s consolidated financial report may differ due to the difference in calculation basis.

183

FOPCO

V. A Consolidated Financial Statement for the Parent Company and Its Subsidiaries for the Most Recent Fiscal Year, Certified by CPAs

Accountant’s Audit Report

Formosa Oilseed Processing Co., Ltd. (FOPCO):

Opinion

FOPCO’s individual balance sheets for December 31, 2020 and 2019, and individual statements of comprehensive income from January 1 to December 31, 2020 and 2019, individual statements of changes in equity, individual statements of cash flows, and notes for indivudual financial statements (including summaries for significant accounting policies), have already been audited by the Accountant. According to the Accountant’s opinion, the preparation of all significant aspects of the above-mentioned individual financial statements refers to the Guidelines for the Preparation of Financial Reports for Issuer of Securities. It is sufficient to appropriately express FOPCO’s individual financial situation for December 31, 2020 and 2019, and its individual financial performance and individual cash flow from January 1 to December 31, 2020 and 2019. The Basis of Opinion

The Accountant referred to the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards (GAAS) to execute the audit in 2020; as for 2019, the Accountant referred to the Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants, F inancial Supervisory Commission February 25, 2020 No. Financial-Supervisory-Securities-Auditing 1090360805, and Generally Accepted Auditing Standards to execute the audit. The Accountant’s responsibilities under such standards will be further elaborated in the section regarding the accountants’ responsibilities for auditing individual financial statements. The personals from the firm that the Accountant is affiliated to abide by related independence that complies to the code of ethics for accountants, and remain detached with FOPCO while performing other duties under such regulations. The Accountant is believed to have obtained sufficient and appropriate evidence for auditing as the basis of opinion for auditing. Key Audit Matters

Key Audit Matters (KAMs) refers to the most important matters that, to the Accountant’s professional judgment, found in FOPCO’s 2020 individual financial statements audits. Such matters have been addressed to during the general forming process of the opinion for individual financial statements audit. The Accountant did not express separate opinions regarding such matters.

184

KAMs regarding FOPCO’s 2020 individual financial statements are stated as follow:

Depreciation of Inventories

FOPCO measures its cost of inventories by the lower of cost and net realizable value. When comparing the cost of sales and net realizable value (NRV), apart from inventories with the same classification, FOPCO measures on the basis of individual items of inventories. For related accounting policies, p lease refer to notes 4(5) and 5 for individual financial statements.

As of December 31, 2020, the amount for FOPCO ’s in-transit inventory and raw material is NTD 418,508 thousands (refer to note 9), which accounts for 7% of total assets, and 74% of net inventory value for the individual financial statement for December 31, 2020. Of which, its costs and related selling price are influenced by global raw material prices, which is possible for violent fluctuations, and will result in the risk of having the raw material’s NRV lower than the carrying amount. Owing to the regulation for management level’s reference to IAS 2 “inventory” to evaluate the NRV for inventories as mentioned above, there involved estimation and judgment, of which its judgment result directly influenced the recognition of profit and loss amount, it is listed as part of KAMs.

In response to the KAMs mentioned above, the Accountant executed the major audit process as follow:

  1. Understand and test FOPCO’s status of execution for its review of estimation for NRV, in order to evaluate its operational efficacy for its internal control system, and to evaluate the appropriateness of its decision method for its NRV, as well as to confirm that the inventory has been calculated by the lower of cost and net realizable value.

  2. Obtain latest raw material quotation or sales invoice, etc. through sampling so as to verify that there is no significant inconsistency between the NRV and its reference price, and recalculated its inventory value in order t o evaluate the appropriateness of its basis of opinion.

Management Level and Governing Body’s Responsibilities for Financial Statements

The management level’s responsibilities are to prepare appropriately expressed individual financial statements by referring to “Regulations Governing the Preparation of Financial Reports by Securities Issuers, ” and to maintain necessary internal control related to the preparation of individual financial statements, so as to confirm that there is no misstatement due to fr aud or errors in the individual financial statements.

When preparing individual financial statements, the responsibilities for the management level also include the evaluation of FOPCO ’s operating abilities, the disclosure of related matters, and the adop tion of going-concern accounting basis. Unless the management level intends to liquidate FOPCO or to terminate business operation, or apart from liquidating or terminating the business operation, there is no other feasible solution.

The governing body of FOPCO (including the Audit Committee) has the responsibility to supervise the financial reporting process.

185

FOPCO

Responsibilities for Accountants’ Auditing of Individual Financial Statements The purpose for the Accountant’s auditing of individual financial statements is to obtain reasonable assurance that whether or not there are any significant misstatements due to fraud or errors in the individual financial statement in general, and to issue an audit report. Reasonable assurance is a high level of assurance. However, there is no guarantee that significant misstatements can be detected by refering to the Generally Accepted Auditing Standards (GAAS) when auditing. Misstatements can be caused by fraud or error. Shall the misstatement for individual amount or aggregate can reasonably predict the future influence of economic decisions made by individual financial statements ’ users, it is considered significant.

When the Accountant audits according to the GAAS, the Accountant uses his/her professional judgment and remains professional skepticism. The Accountant also performs the duties as follow:

  1. Identify and evaluate the risk of significant misstatements caused by fraud or error in individual financial statements; Design and execute appropriate responding strategies for the evaluated risks; obtain sufficient and appropriate audit evidence as the basis for audit opinion. Since fraud might involve collusion, forgery, intentional omission, false stat ement, or violations of internal control, the risk of undetected significant misstatements due to fraud is higher than that of error.

  2. Acquire necessary understandings for internal control that is related to auditing, so as to design appropriate audit process that are suitable for the situation. However, its purpose is not to express opinion on FOPCO ’s efficacy for internal control.

  3. Evaluate the appropriateness of accounting policies adopted by the management level, and the reasonableness of its estimation and related disclosure as accountant.

  4. Based on the obtained audit evidence, to make conclusions on the appropriateness of implementing going concern accounting basis on the management level, and whether or not there are significant uncertainties in matters or circumstances that may cause significant doubts on FOPCO ’s going concern abilities. Shall the Accountant believes there exists significant uncertainties in such matters or circumstances, the Accountant shall remind the individual financial statements’ users to pay attention to the individual financial statements’ related disclosure in the audit report, or to amend audit opinion when such disclosure is considered inappropriate. The Accountant’s conclusion is based on the audit evidence obtained as of the date of the audit report. However, future matters or circumstances may result in FOPCO’s no longer having going concern abilities.

  5. Evaluate the general expression, structure, and content of individual financial statements (including related notes), as well as whether the individual financial statements appropriately expressed related transactions and matters.

186

  1. Obtain sufficient and appropriate audit evidence about the individual financial information formed within FOPCO, so as to express opinion about individual financial statements. The Accountant is responsible for the guidance, supervision, and execution of the auditing case, and is also responsible for forming auditing opinion for FOPCO.

The matters being communicated between the Accountant and the go verning body include the planning of the range and time for the audit, and significant audit discoveries (including the significant lack of internal control identified during the audit process).

The Accountant also provides statements regarding the personals from the firm that the Accountant is affiliated to abide by related independence that complies with the code of ethics for accountants to the governing body. The Accountant communicates with the governing body about all possible relationships that may be considered to influence the accountant’s independence, and other matters (including related protection measures).

The Accountant will decide the KAMs for the audit of FOPCO ’s 2020 individual financial statements from the Accountant ’s communication with the governing body. The Accountant will state such matters in the audit report. Unless regulations disapprove the disclosure of specific matters, or under rare circumstances, the Accountant decides not to communicate about certain matters in the audit report. This is because one can reasonably expect the negative impact that this communication brings is greater than the increased public interests.

Deloitte Touche Tohmatsu Limited Accountant Liao, Wan-Yi

Accountant Chen, Zhao-Mei

Financial Supervisory Commission Approval Number No. Financial-SupervisorySecurities-Auditing-1010028123

Securities and Futures Commision Approval Number

No. Taiwan-Financial-SecuritiesVI-0920123784

March 25, 2021

187

FOPCO

Formosa Oilseed Processing Co., Ltd.

Individual Balance Sheets

December 31, 2020 and 2019

Unit: NTD thousands

Code


1100
1136
1150
1160
1170
1180
1200
1210
130X
1410
1479
11XX

1550
1600
1755
1840
1990
15XX
1XXX

Code


2100
2110
2150
2170
2180
2219
2220
2230
2280
2320
2399
21XX

2540
2580
2640
2645
2570
25XX
2XXX

3110
3200
3310
3320
3350
3300
3400
3XXX
Asset
Current Assets
Cash (notes 4 & 6)
Financial assets measured at amortized cost (notes 7 & 28)
Notes receivable (notes 4, 8, and 20)
Notes receivable – related parties (notes 4, 20, & 27)
Accounts receivable (notes 4, 8, and 20)
Accounts receivable – related parties (notes 4, 20, & 27)
Other receivables (notes 4 & 8)
Other receivables – related parties (note 27)
Inventory (notes 4, 5, & 9)
Prepayments (note 10)
Other current asset
Total current assets
Non-current assets
Investments by equity method (notes 4 & 11)
Property, plant, and equipment(notes 4, 12, 27, & 28)
ROU assets (notes 4 & 13)
Deferred tax assets (notes 4 & 22)
Other non-current assets (note 14)
Total non-current assets
Total assets
Liabilities and Equity
Current liabilities
Short-term loans (note 15)
Short-term notes and bills payables (note 15)
Notes payable (note 16)
Accounts payable (note 16)
Accounts payable – related parties (note 27)
Other payables (note 17)
Other payables – related parties (note 27)
Current tax liabilities (notes 4 & 22)
Lease liabilities – current (notes 4 & 13)
Long-term loans due within one year (notes 4, 15 & 28)
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans (note 4, 15 & 28)
Lease liabilities – non-current (notes 4 & 13)
Net defined benefit liabilities (notes 4 & 18)
Margin deposit
Deferred tax liabilities (notes 4 & 22)
Total non-current liabilities
Total liabilities
Equity
Ordinary share
Capital reserves
Retained earnings
Statutory retained earnings
Special retained earnings
Undistributed earnings
Total retained earnings
Other equity interest
Total equity
Total liabilities and equity
December 31,2020
Amount


$ 535,117
9
-
-
131,111
2
3,184
-
417,427
7
304,514
5
30,083
1
338,227
6
569,060
10
194,422
4

34

-

2,523,179

44
1,311,908
23
1,836,912
32
63,643
1
14,732
-

4,709

-

3,231,904

56
$ 5,755,083
100
$ 771,273
13
169,786
3
5,168
-
201,167
3
42,787
1
100,040
2
-
-
51,347
1
6,998
-
440,000
8

1,220

-

1,789,786

31
495,000
9
57,035
1
19,958
-
21
-

95,560

2

667,574

12

2,457,360

43

2,187,030

38

121,015

2
220,476
4
200,454
3

667,183

12

1,088,113

19
(
98,435)
(
2)

3,297,723

57
$ 5,755,083
100
December 31,2020
Amount


$ 535,117
9
-
-
131,111
2
3,184
-
417,427
7
304,514
5
30,083
1
338,227
6
569,060
10
194,422
4

34

-

2,523,179

44
1,311,908
23
1,836,912
32
63,643
1
14,732
-

4,709

-

3,231,904

56
$ 5,755,083
100
$ 771,273
13
169,786
3
5,168
-
201,167
3
42,787
1
100,040
2
-
-
51,347
1
6,998
-
440,000
8

1,220

-

1,789,786

31
495,000
9
57,035
1
19,958
-
21
-

95,560

2

667,574

12

2,457,360

43

2,187,030

38

121,015

2
220,476
4
200,454
3

667,183

12

1,088,113

19
(
98,435)
(
2)

3,297,723

57
$ 5,755,083
100
December 31,2019 December 31,2019 December 31,2019
Amount
$ 535,117
-
131,111
3,184
417,427
304,514
30,083
338,227
569,060
194,422

34


2,523,179

1,311,908
1,836,912
63,643
14,732

4,709


3,231,904

$ 5,755,083

$ 771,273
169,786
5,168
201,167
42,787
100,040
-
51,347
6,998
440,000

1,220


1,789,786

495,000
57,035
19,958
21

95,560


667,574


2,457,360


2,187,030


121,015

220,476
200,454

667,183


1,088,113

(
98,435)


3,297,723

$ 5,755,083
Amount
$ 518,614
154,763
107,540
3,524
418,067
310,901
32,318
292
664,553
194,677

36


2,405,285

1,679,028
1,462,716
77,002
7,225

7,367


3,233,338

$ 5,638,623

$ 867,359
-
5,526
139,255
54,163
69,913
21
30,327
8,760
232,500

1,347


1,409,171

837,500
68,327
21,080
-

95,560


1,022,467


2,431,638


2,187,030


121,015

188,689
200,454

605,001


994,144

(
95,204)


3,206,985

$ 5,638,623
















(















(

















(















(

9
3
2
-
7
6
1
-
12
3
-
43
30
26
1
-
-
57
100
15
-
-
3
1
1
-
1
-
4
-
25
15
1
-
-
2
18
43
39
2
3
4
11
18

2)
57
100

The notes attached are part of this individual financial statement.

188

Formosa Oilseed Processing Co., Ltd.

Individual Statement of Comprehensive Income

January 1 to December 31, 2020 and 2019

Unit: NTD thousands; EPS in NTD

Code

Operating revenue (notes 4, 20 &
27)
4110
Sales income

4170
Subtract: sales returns and
allowances
4100
Net operating income
Operating cost
5110
Cost of sales (notes 9 & 27)

5900
Gross profit
5910
(Un)realized profit with subsidiary
companies and affiliated
enterprises
5950
Realized gross profit

Operating expenses (note 27)
6100
Promotion expenses
6200
Management expenses
6300
Development expenses
6450
Expected gain on reversal of
credit impairment loss (note
8)
6000
Total operating expenses
6510
Other net revenue and expenses
(note21)
6900
Net operating profit

Non-operating income and expenses
7070
Gains on subsidiary companies
and affiliated enterprises,
accounted for using equity
method (note 4)
7630
Foreign currency exchange net
profit (note 21)
7100
Interest income
2020

100

-

100
90

10
-

10

3
2
-
-

5

-

5

1
-
-
2019
Amount
$ 7,022,001


8,900

7,013,101


6,314,707

698,394
(
310)


698,084

218,843
120,058
9,313
(
801)


347,413


502


351,173


80,167
14,480
213
Amount
$ 7,486,738


18,639

7,468,099


6,898,203

569,896

1,124


571,020

222,812
107,393
9,066
(
6,904)


332,367

(
176)


238,477

148,672
19,729
517



(

(

















(

(









100
-
100
92
8
-
8
3
2
-
-
5
-
3
2
-
-

(next page)

189

FOPCO

(Continued)

Code

7110
Rent income (note 27)

7190
Other income (notes 13 & 27)
7510
Interest expense (note 21)

7520
Miscellaneous expense

7000
Total non-operating
income and expenses
7900
Profit before tax
7950
Income tax fees (notes 4 & 22)

8200
Net profit

Other comprehensive income
8310
Items not reclassified under
profit and loss:
8311
Remeasurements of
defined benefit plan
(notes 4 & 18)
8316
Equity instrument
investment appraisal
profit and loss
measured at fair value
via other
comprehensive
income
8330
Share of affiliated
enterprises’ other
comprehensive
income, accounted for
using equity methods
(note 4)

8360
Items that may be reclassified
under profit and loss
afterwards:
8361
Exchange difference after
conversion of foreign
operations’ financial
statements (note 4)
8300
Total other (net)
comprehensive
income
8500
Total comprehensive income

EPS (note 23)
9710
Basic

9810
Diluted
2020

-

-

-

-

1

6
1

5

-

-

-

-

-

-

5


2019
Amount
$ 300

8,220
(
13,023 )
(
359)


89,998

441,171

65,414


375,757

877
-

1,649


2,526

(
3,231)

(
705)

$ 375,052

$ 1.72
$ 1.72
Amount
$ 360
3,417
(
18,506 )
(
730)


153,459

391,936

52,932


339,004

(
288 )
(
20,175 )
(
669)

(
21,132)

(
27,638)

(
48,770)

$ 290,234

$ 1.55
$ 1.55


(
(





(
(












(
(



(
(
(
(
(
(











(
(
-
-

-
-
2
5
-
5

-

-
-
-
1)
1)
4

The notes attached are part of this individual financial statement.

190

Formosa Oilseed Processing Co., Ltd.

Individual Statements of Changes in Equity January 1 to December 31, 2020 and 2019

Unit: NTD thousands; EPS in NTD


Code
A1
January 1, 2019 Balance
2018 Earnings Appropriation and Disposition
B1
Legal Reserve
B5
Shareholders’ cash dividend – NTD 1.15
per share

D1
2019 net profit
D3
2019 other comprehensive income

D5
2019 total comprehensive income

Q1
Disposal of equity instrument at fair value
through other comprehensive income (note
27)
Z1
December 31, 2019 Balance

2019 Earnings Appropriation and Disposition
B1
Legal reserve
B5
Shareholders’ cash dividend – NTD 1.30
per share

D1
2020 net profit
D3
2020 other comprehensive income

D5
2020 total comprehensive income

Z1
December 31, 2020 balance
OrdinaryShares(note 19)
Amount
$ 2,187,030

-

-


-

-

-


-


-


2,187,030

-

-


-

-

-


-

$ 2,187,030

Capital Surplus
(note 19)

$ 121,015

-

-


-

-

-


-


-


121,015

-

-


-

-

-


-

$ 121,015
Retained Earnings(note 19) Retained Earnings(note 19)

Unappropriated
Retained Earnings
$ 564,201

(
25,563 )
(
251,509)

(
277,072)

339,004
(
957)


338,047

(
20,175)


605,001

(
31,787 )
(
284,314)

(
316,101)

375,757

2,526


378,283

$ 667,183
Other Equity Exchange
difference
converted in foreign
operating
institutions’
financial statements

( $ 67,566 )

-

-


-

-
(
27,638)

(
27,638)


-

(
95,204)

-

-


-

-
(
3,231)

(
3,231)

($ 98,435)
Total Equity Total Equity
Unrealized gains
on financial assets
at fair value
through other
comprehensive
income

$ -

-

-


-

-
(
20,175)

(
20,175)


20,175


-

-

-


-

-

-


-

$ -
No. of Shares
(1000)

218,703


-

-


-

-

-


-


-


218,703


-

-


-

-

-


-


218,703
Legal Reserve

$ 163,126

25,563

-


25,563

-

-


-


-


188,689

31,787

-


31,787

-

-


-

$ 220,476
Special Reserve
$ 200,454

-


-


-

-

-


-


-


200,454

-


-


-

-

-


-

$ 200,454

























































(
(
(
(

(

(
(
(





(
(






(


(
(

(


(
(
(

(
(
(



(
(
(

$ 3,168,260
-
251,509)
251,509)
339,004
48,770)
290,234
-
3,206,985
-
284,314)
284,314)
375,757
705)
375,052
$ 3,297,723

The notes attached are part of this individual financial statement.

191

FOPCO

Formosa Oilseed Processing Co., Ltd.

Individual Statements of Cash Flows

January 1 to December 31, 2020 and 2019

Unit: NTD thousands

Code
Cash flows for operating activities
A10000
Profit before tax
A20010
Profit and loss items
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected gain on reversal of credit
impairment loss
A20900
Interest expense
A21200
Interest income
A22300
Gain on subsidiary companies and
affiliated enterprises accounted
for using equity method
A22500
Loss (gain) on disposal of property,
plant, and equipment
A29900
Gain on disposal of ROU assets
A23900
(Un)realized
sales
profit
with
subsidiary
companies
and
affiliated enterprises
A30000
Net change in operating assets and
liabilities
A31130
Notes receivable
A31140
Notes receivable – related parties
A31150
Accounts receivable
A31160
Accounts receivable – related parties
A31180
Other receivables
A31190
Other receivables – related parties
A31200
Inventory
A31230
Prepayments
A31240
Other current assets
A32130
Notes payable
A32150
Accounts payable
A32160
Accounts payable – related parties
A32180
Other payables
A32190
Other payables – related parties
A32230
Other current liabilities
A32240
Net defined benefit liabilities
A33000
Cash from operating activities
A33100
Interest income
2020
$ 441,171
33,555
999

801 )
13,023

213 )

80,167 )

452 )

50 )
310

23,571 )
340
1,441
6,387
2,236

162 )
95,493
255
2

358 )
61,912

11,376 )
19,946

21 )

127 )
245)
559,527
192
2019

(
(
(
(
(
(

(
(
(
(
(
(

(
(
(
(
(
(
(
(
(
(
(
(
(
(
$ 391,936
38,347
999

6,904 )
18,506

517 )

148,672 )
193

17 )

1,124 )
102,917

764 )
64,331

108,950 )

3,005 )

292 )

43,450 )
9,996
27

1,529 )

68,026 )
10,193
16,584
21

443 )
4,874)
265,483
486

(next page)

192

(Continued)

Code
A33300
Interest expenses
A33500
Tax expenses
AAAA
Operating cash flows
Investment cash flows
B00010
Financial assets gained at fair value
through other comprehensive income
B00020
Disposal of financial assets at fair value
through other comprehensive income
B00040
Financial assets gained at amortized cost
B00050
Disposal of financial assets at amortized
cost
B02700
Obtainment of property, plant, and
equipment (note 24)
B02800
Disposal of property, plant, and
equipment cost
B03700
Decrease (increase) of guarantee deposits
paid
B06700
Decrease of other non-current assets
B07500
Interest income
B07600
Dividend gained from subsidiary
companies and affiliated enterprises
BBBB
Net investment cash flow expenses
Financing activities cash flows
C00100
Increase (decrease) of short-term loans
C00500
Increase (decrease) of short-term notes
payable
C01600
Long-term loans
C01700
Repayment of long-term loans
C03000
Increase of margin deposit
C04020
Repayment of lease liabilities principal
C04500
Issuance of cash dividend
CCCC
Net cash (out)flows on financing
activities
DDDD Impact owing to fluctuation in exchange
EEEE
Net increase in cash
E00100 BOY cash balance
E00200 Year-end cash balance
2020
$ 14,895 )
51,901)
492,923
-
-
-
154,763

386,398 )
1,525

363 )
3
20
104,639
125,811)

96,086 )
170,000
97,500

232,500 )
21

8,432 )
284,314)
353,811)
3,202
16,503
518,614
$ 535,117
2019
(
(


(
(


(
(
(
(
(
(


(
(

(
(
(

(
(
(
(
(



$ 16,765 )
34,183)
215,021

92,350 )
72,175

154,763 )
-

598,743 )
484
2,913
69
35
100,639
669,541)
687,359

150,000 )
544,000

174,000 )
-

9,638 )
251,509)
646,212
-
191,692
326,922
$ 518,614

The notes attached are part of this individual financial statement.

193

FOPCO

Formosa Oilseed Processing Co., Ltd.

Notes for Individual Financial Statements

January 1 to December 31, 2020 and 2019

(Unless stated otherwise, the amounts’ unit is in NTD thousands)

I. Company’s History

Formosa Oilseed Processing Company Co., Ltd. (hereafter referred to as “the Company”) was established in 1986. Since September 1993, the Company’s share has been listed for transaction on Taiwan Stock Exchange. Our main businesses include the manufacturing and the selling of soybean oil, soy flour, flour, oatmeal, corn, pet food, and import and export transactions. The Company’s subsidiary company “Top Food Industry Corporation” (Top Food) started to operate since October 2007, and its main business includes producing and selling flour. Thus, the Company no longer engages in the production of flour. This individual financial statement is expressed in the Company’s functional currency New Taiwan Dollars (NTD).

  • II. Date of Approval and Procedures for Financial Report

    • This individual financial report was approved by the board of

    • directors on March 25, 2021.

  • III. Application of Newly Announced Standards for Amendments and Explanations

  • (1) First time applicable of International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standing Interpretation Committee (SICs) (hereafter referred to as IFRSs) as approved and announced effective by the Financial Supervisory Commission (hereafter referred to as FSC).

Newly Announced Amended Amendments & Effective Date for IFRIC Announcement of IASB Amendments to IFRS 3 “definition of a business” Jan 1, 2020 Amendments to IFRS 9, IAS 39, and IFRS 7 “interest Jan 1, 2020 rate benchmark reform” Amendments to IAS 1 and IAS 8 “Definition of Jan 1, 2020 significance” Amendments to IFRS 16 “Covid-19-Related Rent Jun 1, 2020 Concessions”

Except for the descriptions below, the application of the IFRSs as approved and announced effective by the FSC will not necessarily cause significant changes in the Company’s accounting policies. Amendment to IFRS 16 “Covid-10-Related Rent Concessions ”

The Company chooses to apply the amendment ’s practical expedient to handle rental negotiations directly related to Covid -19

194

between the Company and the lessor(s). For related accounting policies, please refer to note 4. Before the application of this amend ment, the Company should decide whether regulations for rental modifications are applicable to the aforementioned rental negotiations.

The Company began the application of this amendment since January 1, 2020. Since the aforementioned rental negotiation s only influenced the year 2020, the tracking of the application of this amendment has no impact on the reserved earnings for January 1, 2020.

(2) The Application of the IFRSs as Approved by the FSC for 2021 Newly Announced Amended Amendments & Effective Date for IFRIC Announcement of IASB Amendments to IFRS 4, “Deferral of Effective Date Effective on the day of of IFRS 9” announcement Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and Effective during the annual IFRS 16, “Interest Rate Benchmark Reform – Phase reporting period after Jan II” 1, 2021

As of the date of announcement of the approval of this individual financial statement, the Company’s estimation criteria and the amendments to IFRIC will not necessarily cause significant impact on the Company’s financial status and financial performance.

  • (3) IFRSs Announced by the International Accounting Standards Board (IASB) but Not Yet Approved by the FSC
(IASB) but Not Yet Approved by the FSC
Newly AnnouncedAmendedAmendment(s) &
IFRIC
“Annual Improvements – 2018-2020 Cycle”
Amendments to IFRS 3, “Updated Reference to
Conceptual Framework”
Amendments to IFRS 10 and IAS 28, “Sale or
Contribution of Assets Between an Investor and Its
Associate or Joint Venture”
Amendments to IFRS 17, “Insurance Contracts”
Amendments to IFRS 17
Amendments to IAS 1, “Classification of Liabilities as
Current or Non-Current”
Amendments to IAS 1, “Disclosure of Accounting
Policies”
Amendments to IAS 8, “Definition of Accounting
Estimates”
Amendments to IAS 16, “Property, Plant and
Equipment – Proceeds before Intended Use”
Amendments to IAS 37, “Onerous Contracts – Cost of
Fulfilling a Contract”
Effective Date for
Announcement of IASB
(note 1)
Jan 1, 2022 (note 2)
Jan 1, 2022 (note 3)
Undecided
Jan 1, 2023
Jan 1, 2023
Jan 1, 2023
Jan 1, 2023 (note 6)
Jan 1, 2023 (note 7)
Jan 1, 2022 (note 4)
Jan 1, 2022 (note 5)

Note 1: Unless noted otherwise, the above-mentioned newly announced/amended/amendment or IFRICs are effective during the annual reporting period after the respective dates. Note 2: The amendments to IFRS 9 are applicable to financial liabilities or change of provisions that happen during the annual

195

FOPCO

reporting period after January 1, 2022; the amendments to IAS 41 on “Agriculture” are applicable to fair value measurements during the annual reporting period after January 1, 2022; the amendments to IFRS 1 on “First-Time Adoption of IFRSs” are traced back and applicable to the annual reporting period after January 1, 2022.

Note 3: This amendment is applicable to business mergers of which the acquisition date is during the annual reporting period after January 1, 2022.

Note 4: This amendment is applicable to property, plant, and equipment of which their operating methods’ necessary locations and status meet the management level’s expectations after January 1, 2021.

Note 5: This amendment is applicable to contracts of which all obligations are not yet fulfilled by January 1, 2022. Note 6: This amendment is applicable to prospective during the annual reporting period after January 1, 2023.

Note 7: This amendment is applicable to changes in accounting estimates and changes in accounting policies during the annual reporting period after January 1, 2023.

As of the announcement date for the approval of this individual financial report, the Company still continues to evaluate the impacts that the amendments of standards and IFRICs have caused on the Company’s financial status and financial performance. Related impacts will be disclosed when the evaluation is completed.

  • IV. Statement for Summaries for Significant Accounting Policies (1) Compliance Assertion

This individual financial statement was prepared by referring to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers.”

(2) Preparation Basis

Except for the net defined benefit liabilities accounted for using the present value for defined benefit obligation subtracting planned assets at fair value, this individual financial statement was prepared on the basis of historical cost.

When preparing individual financial statements, the Company handles invested subsidiary companies and affiliated enterprises by using equity methods. In order to have this individual financial statements’ current year profit and loss, other comprehensive income, and equity the same as the Company’s consolidated financial statements’ current year profit and loss, other comprehensive income, and equ ity as belonging to the Company’s owner(s), the accountants’ handling of differences under individual basis and consolidated basis was to adjust “investments accounted for using equity method,” “gains on subsidiary companies and affiliated enterprises accounted for using equity method,” and “share of other comprehensive income of affiliated enterprises accounted for using equity method” and related equity items.

196

  • (3) Standards for Distinguishing Current and Non-Current Assets and Liabilities

Current assets include:

  1. Assets possessed mainly for transaction purposes;

  2. Assets expected to be realized within 12 months after the date of balance sheet; and

  3. Cash.

Current liabilities include:

  1. Liabilities possessed mainly for transaction purposes;

  2. Liabilities at maturity for settlement within 12 months after the date of balance sheet; and

  3. Liabilities of which its settlement period cannot be unconditionally deferred to at least 12 months after the date of balance sheet. Those that do not belong to the above-mentioned current assets or

current liabilities are classified under non-current assets or non-current liabilities.

  • (4) Foreign Currencies

When preparing individual financial statements, the Company, transactions made other than the Company’s functional (foreign) currency are converted into the Company’s functional currency for recording by referring to the exchange rate on the date of transaction. The monetary items in foreign currencies are converted at the closing exchange rage on every date of balance sheet. The exchange difference generated from settling monetary items or converting monetary items will be recognized as the current year ’s profit or loss. Non-monetary items in foreign currencies measured at fair value are converted at the exchange rate on the day of determining the fair value, and the exchange difference generated is recognized as the current year’s profit or loss. However, for items that belong to the changes in fair value and recognized as other comprehensive in come, their exchange difference generated will be recognized as other comprehensive income.

Non-monetary items in foreign currencies measured at historical cost are converted at the exchange rate on the date of transaction, and will not be reconverted.

When preparing the individual financial statement, foreign operating institutions’ (including the country of operation or subsidiary companies that use different currencies from the Company) assets and liabilities are converted to NTD at the exchange rat e on every date of balance sheet. The income and expense items are converted at the average exchange rate for the current year, and the exchange difference generated is recognized as other comprehensive income.

  • (5) Inventory

Inventories include (in transit) raw materials, materials, finished goods, work in progress, and products. Inventories are measured at

197

FOPCO

lower of cost and NRV. When comparing the cost and the NRV, apart from inventories with the same classification, the Company measures on the basis of individual items of inventories. NRV refers to the balance after subtracting the estimated cost that still needs to be invested until completion and the estimated cost to complete the sell from the estimated selling price under normal circumstances. I nventory cost is calculated by using weighted average method.

198

(6) Investments in Subsidiary Companies

The Company uses equity method to deal with its investments in subsidiary companies. Subsidiary companies refer to entities that the Company has control over.

Under the equity method, investments were originally recognized as costs, the increase or decrease of the carrying amount after the obtained date varies according to the Company’s profit or loss owing to its subsidiary companies and the share of other comprehensive income, as well as profit distribution of profit. Moreover, the Company’s benefits in subsidiary companies’ changes in equity are recognized according to its shareholding ratio.

When the Company evaluates its impairment loss, it takes into account of the individual financial statements as a whole to consider cash generating units, and compares its recoverable amount and carrying amount. If the recoverable amount of assets increases afterwards, the reversal of impairment loss will be recognized as gains. However, the carrying amount for assets after impairment loss reversal cannot exceed the assets’ carrying amount after subtracting the amortization that should be recognized if impairment loss is not recognized.

The Company and subsidiary companies’ unrealized profits and losses for downstream transactions are eliminated from individual financial reports. The profits or losses from the Company and subsidiary companies’ upstream transactions are solely within the range that is unrelated to the Company’s equity in the subsidiary companies, and are recognized in individual financial reports.

(7) Investments in Affiliated Enterprises

Affiliated enterprises are enterprises that have significant influences on the Company, but do not belong to subsidiary companies or joint ventures. The Company conducts the equity method in investing in affiliated enterprises.

Under the equity method, the investments in affiliated enterprises are originally recognized as costs, and the carrying amount obtained in the future will increase or decrease according to the Company’s benefits from the affiliated enterprises’ income and other comprehensive income, and profit distribution. In addition, the Company’s benefit in affiliated enterprises’ changes in equity is recognized according to its shareholding ratio.

If the Company does not subscribe according to its shareholding ratio when affiliated enterprises issue new shares, and causes changes in shareholding ratio, and further results in the decrease or increase of invested equity net value, the Company increases or decreases the amount to adjust its capital surplus and investments accounted for using equity method. If the aforementioned adjustment should debit capital surplus, and the capital surplus balance from investment accounted for using equity method is insufficient, its difference should be recognized as retained earnings under the debit column.

199

FOPCO

When the Company evaluates its impairment loss, it regards the overall carrying amount of the investment as a single asset, and compares recoverable amounts with the carrying amount to perform the impairment test. The recognized impairment loss is not allocated to any assets that form parts of the investment’s carrying amount, including goodwill. Any impairment loss reversals can be recognized within the range of subsequent increases in such investment ’s recoverable amount. The profits or losses from upstream and downstream transactions between the Company and the affiliated enterprises are solely within the range that is unrelated to the Company’s equity in the affiliated enterprises, and are recognized in individual financial reports.

(8) Property, Plant, and Equipment

Property, plant, and equipment are recognized as costs, of which the amount will later be measured by cost subtracting accumulated depreciation.

Property, plant, and equipment’s significant parts were separately depreciated within the useful life using the straightline method. The Company scans the estimation of useful life, residual value, and depreciation method at least on the last day of every year, and postpones the impact of changes in applicable accounting estimations.

When property, plant, and equipment are derecognized, the difference between the net disposal proceeds and such asset’s carrying amount is recognized as profit or loss.

(9) Property, Plant, and Equipment, and ROU Assets’ Impairment Loss The Company evaluates whether there are any traces showing possible impairments in property, plant, and equipment, and ROU assets on every date of balance sheet. If any impairment traces exist, the Company will estimate such asset’s recoverable amount. If it is impossible to estimate individual asset’s recoverable amount, the Company estimates the recoverable amount of the cash generating unit to which such asset belongs.

Recoverable amount is calculated by the higher of fair value subtracting sales cost and its use value. When individual assets or the recoverable amount of the cash generating unit is lower than its ca rrying amount, such asset or the carrying amount of the cash generating unit is reduced to its recoverable amount, and the impairment loss is recognized under profit or loss.

When impairment loss is subsequently reversed, the carrying amount for such assets or cash generating unit are increased to the recoverable amount after being adjusted. However, the carrying amount after the increase shall not exceed the carrying amount (minus depreciation) determined if such assets or cash-generating unit did not recognize impairment loss in the previous years. The reversal of impairment loss is recognized as profit or loss.

(10) Financial Instruments

200

When financial assets and financial liabilities become one of the contractual regulations for such instrument of the Company, they are recognized in individual balance sheets.

When originally recognizing financial assets and financial liabilities, if financial assets or financial liabilities do not belong to those measured at fair value through profit or loss, the n it is measured by fair value plus financial costs directly attributed to the obtainment or distribution of financial assets or financial liabilities. The transaction costs directly attributed to the obtainment or distribution of financial assets or financial liabilities at fair value through profit or loss shall be recognized as profit or loss immediately.

  1. Financial assets

The regular way purchase or sale of financial assets adopts accounting recognition and derecognition on the trade date.

  • (1) Types of measurements

The types of financial assets that the Company possesses are financial assets at amortized cost, and investments in equity instrument at fair value through other comprehensive income.

  • A. Financial assets measured at amortized cost

If the Company’s investments of financial assets simultaneously meet the two conditions below, then it is categorized as financial assets measured at amortized cost:

  • a. it is held under a certain business model, and the purpose for such model is to obtain contractual cash flow by holding financial assets; and

  • b. the cash flow generated on the specific date of contractual regulations, and such cash flow is completely used for principal payment and the interest for outstanding capital.

After the original recognition of financial assets at amortized cost (including cash, notes receivable at amortized cost, accounts receivable, and other receivables), they are measured by the carrying amount determined by effective interest method subtracting any impairment loss after amortized cost. Any profit or loss owing to foreign currency exchange is recognized as profit or loss.

Except for the two conditions below, interest income is calculated by multiplying effective interest rate and financial assets’ total carrying amount:

  • a. Credit-impaired financial assets purchased or created, and the interest income is calculated by multiplying effective interest rate after credit adjustment by financial assets after amortized cost.

  • b. Financial assets that do not belong to purchased or created credit impairment, but subsequently become credit impairment, and the interest income is calculated by multiplying effective interest rate by financial assets after amortized cost.

201

FOPCO

B. Investments in equity instrument at fair value through other comprehensive income

When the Company makes original recognition, the Company can make an irrevocable choice, which is the investments in equity instrument that are not held for trading and not merger acquirer recognized as contingent consideration, and are appointed to be measured at fair value through other comprehensive income.

Investments in equity instruments at fair value through other comprehensive income are measured at fair value, a nd the subsequent changes in fair value are listed in other comprehensive income, and are accumulated in other equities. During the disposal of investments, the accumulated profit is directly transferred to retained earnings, and will not be re-classified as profit or loss. The dividends for investments in equity instruments at fair value through other comprehensive income are recognized as profit or loss when the Company’s right to receive payments is established, unless such dividend obviously represents the recovery of partial investment cost.

(2) Impairment loss of financial assets

The Company assesses its financial assets after amortized cost (including notes receivable and accounts receivable) based on expected credit loss on every date of balance sheet.

Notes receivable and accounts receivable should both be recognized as allowance loss based on the expected credit loss during the duration. Other financial assets are first assessed by whether there is a significant increase in credit risks aft er the original recognition. If there is no significant increase, then the recognition of allowance loss is based on 12 months ’ expected credit loss. If there is a significant increase, then the recognition of allowance loss is based on the expected credit loss during the duration.

Expected credit loss is a weighted average credit loss with the risk of default as the weight. The 12 months expected credit loss represents the expected credit loss that is caused by possible default events within the 12 months after the reporting date of the financial instrument. Expected credit loss during the duration represents the expected credit loss caused by the financial instrument’s possible default events during the duration.

All carrying amount for financial assets’ impairment loss are reduced through the allowance account.

(3) Derecognition of financial assets

The Company’s financial assets can only be derecognized when the contractual rights from financial assets cash flows become invalid, or when the financial assets have been transferred and almost all risks and rewards for such assets ’ ownership have been transferred to other enterprises.

202

When the financial assets measured after amortized cost is entirely derecognized, the carrying amount and the difference between the considerations received are recognized as profit or loss. When the equity instrument investments at fair value through other comprehensive income are entirely derecognized, the accumulated profit or lo ss are directly transferred to retained earnings, and will not be re-classified as profit or loss.

  1. Financial liabilities

  2. (1) Subsequent measurements

Financial liabilities are measured at amortized cost accounted for using the effective interest met hod.

  • (2) Derecognition of financial liabilities

When derecognizing financial liabilities, the carrying amount and difference between consideration payments (including any transferred non-cash assets or assumed liabilities) are recognized as profit or lo ss.

  • (11) Provisions

Amounts recognized as provisions are to consider obligatory risks and uncertainties, and are the best estimate for the required expense to settle the obligation on the date of balance sheet.

  • (12) Recognition of income

After the Company identifies performance obligations in customer contracts, it will amortize transaction prices to each performance obligation, and will recognize as income once each performance obligation is fulfilled.

Sales income from goods

The sales income from goods is from the selling of oil, feeds, and raw materials, etc.

When oil, feeds, and raw materials, etc. arrives the customers ’ designated location/starts shipment, the customers already have the rights to set up prices and the rights to use, and have the main responsibility to re-sale these products. They also have to take the risk for the outdating of goods. The Company recognizes its income and accounts receivable at this point of time.

When processing, the significant risk and rewards of the ownership to the processed products are not yet transferred, and will not be handled for selling when processing.

  • (13) Lease The Company evaluates whether the contract belongs to (or

  • includes) lease on the contract establishment date.

203

FOPCO

  1. The Company as the lessor

When the lease clause transfers almost all risks and rewards attached to the ownership of the asset to the lessee, it is classified as financing lease. All other leases are classified as operating lease. Under operating lease, the lease payments are recognized as income on the straight-line basis during related lease periods. Original direct costs happened because of the obtainment of operating lease is added to the target assets’ carrying amount, and recognized as expense on the straight-line basis during the lease period.

  1. The Company as the lessee

Except for low-value asset lease that is applicable to recognition exemption, and lease payments for short -term lease that are based on the straight-line basis recognized as expenses during the lease period, other leases are all recognized as ROU assets and lease liabilities on the lease starting date.

ROU assets are originally measured by costs (including lease liabilities’ original measured amount, lease payment before the lease starting date subtracting lease incentives, original direct cost, and estimated cost of restored assets), and subsequently measured by the amount of the cost subtracting accumulated depreciation and accumulated impairment loss, and adjusts the remeasurements of lease liabilities. ROU assets are separately expressed in the individual balance sheet.

ROU assets’ depreciation is pre-estimated on a straight-line basis from the lease starting date until the expiration of the useful life whichever is earlier.

Lease liabilities are originally measured by the lease payment’s current value (including regular payments). If the interest rate implicit in a lease is easy to determine, the lease payments are discounted with this interest rate. If such interest rate is not easy to determine, then the lessee’s increment borrowing interest rate will be used.

Subsequently, lease liabilities are measured by effective interest method after amortized cost, and the interest expense is amortized during the lease period. If the lease period or changes in the rate that is used to determine lease payments result in changes of future lease payments, the Company will remeasure lease liabilities, and relatively adjust ROU assets. However, if the carrying amount for ROU assets decreases to zero, then the remaining remeasured amount will be recognized as profit or loss. Lease liabilities are separately expressed in the individual balance sheet.

The Company and the lessor underwent rent negotiations directly related to Covid-19, and adjusted the rent due before June 30, 2021 that resulted in the decrease of rent. Such negotiation did not cause significant changes in other lease clauses. The Company

204

chose to adopt practical expedient to handle all lease negotiations that meet the aforementioned condition. The Company did not evaluate whether such negotiation was about lease amendments. Instead, the Company recognized the deduction of lease payments as profit or loss (pre-estimated as other income) when concession events or situations happen, and relatively reduced lease liabilities. (14) Borrowing Costs The borrowing costs directly attributed to the acquisition, construction, or production of qualified assets are part of such assets cost, until almost all necessary activities for such assets to reach its intended usage or selling status have been completed. Except for the aforementioned, all other borrowing costs are recognized as profit or loss in the current period. (15) Employees’ Benefit

  1. Short-term employees’ benefit

Related liabilities for short-term employees’ benefit is measured at non-discounted cash amount prepaid for the exchange of employee services.

  1. Post-employment benefit

The pension of the defined allocation retirement plan should be allocated and the pension amount should be recognized as expense when the employee provides his/her service period.

Defined benefit retirement plan’s defined benefit cost (including service costs, net interest, and remeasurements) is precisely calculated by adopting the projected unit credit method. Service costs (including current period’s service cost) and net interest of net defined benefit liability should be recognized as employee’s benefit expense when the events happen, and when settlements happen. Remeasurements (including precis ely calculated profit or loss and planned assets rewards interest deduction) should be recognized as other comprehensive income and listed under retained earnings when the event happens, and will not be re-classified as profit or loss in the subsequent per iod.

Net defined benefit liability is allocation insufficiency of defined benefit retirement plan. Net defined benefit assets cannot exceed the present value for the returned allocated amount from such plan or reducible future allocated amount.

(16) Income Tax Income tax amount is the total of current income tax and deferred income tax.

  1. Current income tax

The Company determines its current income (loss) according to regulations formulated by jurisdictions for income tax reporting, based on the calculation of payable (recoverable) income tax.

According to the R.O.C. Income Tax Act, the calculation of the added income tax to undistributed earnings will be recognized in the year of decision of the shareholder’s meeting.

The adjustment for income tax payables for the previous years is listed in the current year’s income tax.

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2. Deferred income tax

Deferred income tax is calculated based on the temporary difference between booked assets and the carrying amount for liabilities, and the tax basis for calculating taxable income.

Deferred income tax liabilities are generally recognized as all taxable temporary differences, and deferred income tax assets are recognized when it is likely to have taxable income for usage of the deduction of temporary differences.

Taxable temporary differences related to invested subsidiary companies are all recognized as deferred income tax liabilities. Deductible temporary differences related to this type of investment can be recognized as deferred income tax asset s only if it is likely to have sufficient taxable income to achieve temporary differences, and within the range expected to reverse in the foreseeable future.

The carrying amount for deferred income tax assets is reviewed on every date of balance sheet, and the carrying amount is reduced for those that are no longer likely to have sufficient taxable income for the recovery of all or partial assets. For those that is not originally recognized as deferred income tax assets, they should be reviewed on every date of balance sheet, too, and the carrying amount is increased for those that are very likely to generate taxable income for the recovery or all or partial assets. Deferred income tax assets and liabilities are measured by its expected liability settlement or tax rate for assets realization. Such tax rate is based on the tax rate and tax law that have been enacted or substantively enacted on the date of balance sheet. The measurements of deferred income tax liabilities and assets are to reflect the Company’s tax outcome generated from the method of expected recovery or settlement of its carrying amount for assets and liabilities on the date of balance sheet.

  • V. Main Sources for Significant Accounting Judgment and Estimation, and Hypothesis of Uncertainties

When the Company adopts accounting policies, the management level must make related judgments, estimations, and hypothesis on the basis of historical experience and other relevant factors when obtaining relevant information that is not easily obtained from other sources. The actual results may differ from the estimation.

The management level will continue to review the estimation and the basic hypothesis. If the amendments to the estimation solely impact the current year, then it is recognized in the current year; if the amendments to the accounting estimation simultaneously influence the current year and future periods, then it is recognized in the current period of amendment and the future period.

The information for the main management level’s hypothesis and estimation uncertainties is as follow:

Impairment of Inventories

206

In-transit inventories and raw material costs and related prices are influenced by global raw material prices, which is possible for violent fluctuations, leading to risk of the raw materials’ NRV lower than the carrying amount. Since the management level referred to the regulations in IAS 2 “Inventory,” the evaluation of raw materials’ NRV involves estimation and judgment, the change in raw material prices might cause significant impacts on such estimation results.

VI. Cash

Cash
Cash on hand & petty cash
Bank checks & demand deposit
December 31,2020
$ 198
534,919
$ 535,117
December 31,2019




$ 203
518,411
$ 518,614

The market interest rate range for bank deposits on the date of balance sheet is as follow:

sheet is as follow:
Bank deposit December 31,2020
0.01%0.12%
December 31,2019
0.01%0.38%
  • VII. Financial assets measured at amortized cost
Current
Restricted assets – bank deposit
December 31,2020
$ -
December 31,2019 December 31,2019
$ 154,763
The market interest rate range for financial assets measured at The market interest rate range for financial assets measured at
amortized cost on the date of balance sheet is as follow:
December 31,2020 December 31,2019
Restricted assets – bank deposit
-
0.08%

Restricted assets – bank deposits are provided to the bank(s) as guarantee to the issuance of letter of credit, and as pledge information. Please refer to note 28.

VIII. Notes Receivable, Accounts Receivable, and Accounts Receivables

Notes Receivable
Total carrying amount
measured at amortized cost
December 31,2020
$ 131,111
December 31,2019 December 31,2019
$ 107,540

(next page)

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(con’t)

Accounts Receivable
Total
carrying
amount
measured at amortized cost
Subtract: loss allowance
Other Receivables
Judgment lien amount
Export rebate receivable
Others
December 31,2020
$ 417,581

154
$ 417,427
$ 17,593
11,975

515
$ 30,083
December 31,2019 December 31,2019










$ 419,022
955
$ 418,067
$ 17,593
12,929
1,796
$ 32,318

(1) Notes Receivable

The average credit period for the Company’s product sales is 60 days, of which no interest is accrued in notes receivable. The policy that the Company adopts is to only make transactions with reputable targets, and the Company will obtain full collateral w hen necessary so as to reduce the risk of financial loss owing to delinquency. The Company rates its main customers by using other publicly available financial information and historical transaction records. The Company continuously supervises credit exposures and the counterpartys’ credit level, and distributes the total transaction amount to different customers with qualified credit ratings. Moreover, the Company manages its credit exposures by reviewing and approving the credit limit of counterparties each year.

The Company’s expected credit loss during duration is recognized as notes receivable’s allowance loss. The expected credit loss during duration is calculated by provision matrix, which takes the customers’ past default records and current financial statuses, and industrial economy situations into account. At the same time, the Company takes GDP prediction and industrial prospects into consideration. The Company’s historical experience for credit loss shows that there is no significant difference in loss patterns among different customer groups. Thus, the provision matrix did not further distinguish customer groups, and only determined the expected credit loss rate based on the numbers of days overdue for notes receivable. If there is evidence showing that the counterparty is facing critical financial difficulties, and the Company is unable to reasonably expect the recoverable amount, the Company should directly write off related notes receivable. However, the Company will continuously recourse the activities, and the recovered amount from the recourse will be recognized as profit or loss.

208

The Company uses provision matrix to measure notes receivable ’s allowance loss, which is as follow:

December 31, 2020

December 31, 2020
Expected credit loss rate
Total carrying amount
Allowance loss (expected credit loss
during duration)
Amortized cost
December 31, 2019
Expected credit loss rate
Total carrying amount
Allowance loss (expected credit loss
during duration)
Amortized cost
Not overdue
0%
$ 131,111

-
$ 131,111
Not overdue


0%
$ 107,540
-
$ 107,540

Changes in information on notes receivable loss allowance are as

follow:

BOY balance
Subtract: current year reversal
impairment loss
Year-end balance
2020
$ -
-
$ -
2019



(
$ 2,104

2,104)
$ -

(2) Accounts Receivable

The Company’s average credit period for product sales is 80 days, of which no interest is accrued in accounts receivable. The policy that the Company adopts is to only make transactions with reputable targets, and the Company will obtain full collateral when necessary so as to reduce the risk of financial loss owing to delinquency. The Company rates its main customers by using other publicly available financial information and historical transaction records. The Company continuously supervises credit exposures and the counterparties ’ credit level, and distributes the total transaction amount to different customers with qualified credit ratings. Moreover, the Compa ny manages its credit exposures by reviewing and approving the credit limit of counterparties each year.

The Company’s expected credit loss during duration is recognized as notes receivable’s allowance loss. The expected credit loss during duration is calculated by provision matrix, which takes the

209

FOPCO

customers’ past default records and current financial statuses, and industrial economy situations into account. At the same time, the Company takes GDP prediction and industrial prospects into consideration. The Company’s historical experience for credit loss shows that there is no significant difference in loss patterns among different customer groups. Thus, the provision matrix did not further distinguish customer groups, and only determined the expected credit loss rate based on the numbers of days overdue for notes receivable. If there is evidence showing that the counterparty is facing critical financial difficulties, and the Company is unable to reasonably expect the recoverable amount, the Company should directly write off related notes receivable. However, the Company will continuously recourse the activities, and the recovered amount from the recourse will be recognized as profit or loss.

The Company uses provision matrix to measure accounts receivable’s allowance loss, which is as follow: December 31, 2020

Not overdue
Expected credit loss
rate
0.01%
0
Total carrying amount
$ 412,137

Loss allowance
(expected credit loss
during duration)
(
41)
(
Amortized cost
$ 412,096

December 31, 2019
Not overdue 1-60 days
overdue
61-90 days
overdue
91-120days
overdue
1 21-180 days
overdue
1 81-365 days
overdue
O ver 365 days
overdue
Total
.25%-4.10%
$ 5,384


53)

$ 5,331


1-60 days
overdue



-
$ -

-

$ -

61-90 days
overdue


-
$ -

-

$ -

91-120days
overdue



1
-
$ -

-

$ -

21-180 days
overdue



1
-
$ -

-

$ -

81-365 days
overdue

(

O
100%
$ 60

60)
$ -
ver 365 days
overdue

(
$ 417,581

154)
$ 417,427
Total

Expected credit loss
rate
Total carrying amount

Loss allowance
(expected credit loss
during duration)
Amortized cost


Not overdue

(
0.01%
$ 399,816


40)

$ 399,776

(
0.40%
$ 17,744


71)

$ 17,673

(
5.70%
$ 655


37)

$ 618


-
$ -

-

$ -


-
$ -

-

$ -

(
100%
$ 603


603)

$ -

(
100%
$ 204

204)
$ -

(
$ 419,022

955)
$ 418,067

Changes in information on accounts receivable loss allowance are as follow:

December 31, 2020 December 31, 2019 BOY balance $ 955 $ 5,755 Subtract: current year reversal impairment loss ( 801 ) ( 4,800 ) Year-end balance $ 154 $ 955

(3) Other Receivables After the court’s judgment, the remaining amount of NTD 17,593 thousands retained by the court was returned to the Company on March 15, 2021.

IX. Inventory


15, 2021.
Inventory
Inventory in-transit
Raw materials
Finished goods
Work in progress
Materials
December 31,2020
$ 276,118
142,390
125,920
17,808

6,824
$ 569,060
December 31,2019







$ 410,994
129,749
89,680
28,404
5,726
$ 664,553

210

Operating costs related to inventory for the year 2020 was NTD 6,314,707 thousands, of which including NTD 667 thousands of inventory loss. Operating costs related to inventory for the year 2019 was NTD 6,898,203 thousands, of which NTD 4,476 thousands included was inventory loss.

X. Prepayments

nventory loss.
Prepayments
Excess business tax paid
Other prepayments
Business tax paid
Prepayments to suppliers
December 31,2020
$ 177,928
15,498
561

435
$ 194,422
December 31,2019




$ 174,483
17,125
2,836
233
$ 194,677

XI. Investments by Using Equity Method

December31,2020 December31,2020 December31,2020 December31,2019 December31,2019
Investments in subsidiary
companies $ 1,036,984 $ 1,421,100
Investments in affiliated
enterprises 274,924
257,928
$ 1,311,908 $ 1,679,028
(1) Investments in subsidiary companies
December 31,2020 December 31,2019
TOP FOOD $ 691,836 $ 705,711
FORMOSA OIL
PROCESSING (PANAMA)
S.A. 294,392 674,268
FU YOU AN KANG CORP. 31,748 29,315
CHONG HSIANG FOODS
INDUSTRY CO., LTD. 19,008
11,806
$ 1,036,984 $ 1,421,100
Ownership Interests and Voting Rights
Percentage
Name of SubsidiaryCompanies December 31,2020 December 31,2019
TOP FOOD 63% 63%
FORMOSA OIL
PROCESSING (PANAMA)
S.A. 100% 100%
FU YOU AN KANG CORP. 51% 51%
CHONG HSIANG FOODS 100% 100%
Share of subsidiary companies’ profit or loss and other
comprehensive income, accounted for using equity method for 2020 and
2019, were recognized in each subsidiary company’s financial
statements as audited by accountants during the same period.

(2) Investments in affiliated enterprises

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FOPCO

December 31, 2020 December 31, 2019

Affiliated enterprises with significance CENTRAL UNION OIL CORP. $ 274,924 $ 257,928

The Company’s equity-holding percentage in affiliated enterprises on the date of balance sheet is as follow:

Name of Company December 31, 2020 December 31, 2019 CENTRAL UNION OIL CORP. 33.33% 33.33%

For the aforementioned affiliated enterprises’ information regarding their business nature, major places of operation, and the companies’ registered country, please refer to Attached Table 4 “Related Information Regarding Names of Invested Companies and Location, etc. ” Investments accounted for using equity method, profits or losses from the Company, and shares on other comprehensive income are recognized according to the affiliated enterprises’ financial reports audited by accountants during the same period.

The Company measures the aforementioned affiliated enterprises by using the equity method.

The summarized financial information below was prepared on the basis of the affiliated enterprises’ IFRSs financial statements, and had already reflected the adjustments made when using the equity metho d. Central Union Oil Corp.


Central Union Oil Corp.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
The Company’s shareholding
ratio
The Company’s equity
Unrealized gains (losses) on
downstream transactions
Carrying amount for investments
Operating income
Current year’s net profit
Other comprehensive income
Total comprehensive income
Dividend obtained from
Central Union Oil Corp.
December 31,2020
~~$ 928,508~~
1,505,335
( 1,239,013 )
(
368,023)
$ 826,807
33.33%
$ 275,602
(
678)
$ 274,924
2020
~~$ 7,172,390~~
$ 118,982

4,948
$ 123,930
$ 24,000
December 31,2019
~~$ 768,995~~
1,421,680
( 1,067,090 )
(
348,708)
$ 774,877
33.33%
$ 258,293
(
365)
$ 257,928
2019
~~$ 7,078,083~~
$ 84,301

2,009)
$ 82,292
$ 20,000




~~$~~

(


$
$

$

XII. Property, Plant, and Equipment

212

Land
Buildings
Machinery equipment
Transport equipment
Experimental equipment
Other equipment
Unfinished projects
December 31,2020
$ 715,940
47,875
25,775
8,048
4,737
22,620
1,011,917
$ 1,836,912
December 31,2019 December 31,2019




$ 715,940
50,053
32,873
9,800
4,250
29,238

620,562
$ 1,462,716
Machinery Machinery Transport Experimental Experimental Other Unfinished Unfinished
Land Buildings equipment equipment equipment equipment projects Total
Cost
Jan 1, 2019 balance
$ 715,940
$
243,876
$ 356,664
$
21,993
$ 13,302
$ 226,661
$ -
$ 1,578,436
Addition - - 3,694 2,074 3,058 5,546 620,562 634,934
Disposal - - - ( 375 ) ( 3 ) ( 2,241 ) -
( 2,619 )
Reclassification
-
-
-
-
( 8)
8
-
-
Dec 31, 2019 balance
715,940
243,876
360,358
23,692
16,349
229,974
620,562
2,210,751
Accumulated Depreciation
Jan 1, 2019 balance -
( 189,453 ) ( 315,387 ) ( 12,688 ) ( 11,211 ) ( 192,412 ) -
( 721,151 )
Disposal - - - 375 3 1,345 - 1,723
Reclassification - - - - 5
( 5 ) - -
Depreciation expense
-
( 4,370)
( 12,098)
( 1,579)
( 896)
( 9,664)
-
( 28,607)
Dec 31, 2019 balance
-
( 193,823)
( 327,485)
( 13,892)
( 12,099)
( 200,736)
-
( 748,035)
Dec 31, 2019 net amount
$ 715,940
$
50,053
$ 32,873
$
9,800
$ 4,250
$ 29,238
$ 620,562
$ 1,462,716
Cost
Jan 1, 2020 balance
$ 715,940
$
243,876
$ 360,358
$
23,692
$ 16,349
$ 229,974
$ 620,562
$ 2,210,751
Addition - 2,358 2,000 - 1,505 3,038 391,355 400,256
Disposal
-
-
-
-
( 70)
( 3,930)
-
( 4,000)
Dec 31, 2020 balance
715,940
246,234
362,358
23,692
17,784
229,082
1,011,917
2,607,007
Accumulated Depreciation
Jan 1, 2020 balance -
( 193,823 ) ( 327,485 ) ( 13,892 ) ( 12,099 ) ( 200,736 ) -
( 748,035 )
Disposal - - - - 70 2,638 - 2,708
Depreciation expense
-
( 4,536)
( 9,098)
( 1,752)
( 1,018)
( 8,364)
-
( 24,768)
Dec 31, 2020 balance
-
( 198,359)
( 336,583)
( 15,644)
( 13,047)
( 206,462)
-
( 770,095)
Dec 31, 2020 net amount
$ 715,940
$
47,875
$ 25,775
$
8,048
$ 4,737
$ 22,620
$ 1,011,917
$ 1,836,912

The unfinished project is mainly the Company’s rendering plant for purifying edible oil that is still under construction at the Taichung Harbor area.

Since there is no trace of any impairment in 2020 and 2019, the Company did not perform impairment evaluation.

The depreciation expenses are calculated by using the straightline method according to the useful life as follow:

Buildings
Plant’s main building 5 to 55 years
Project systems 5 to 40 years
Machinery equipment 3 to 17 years
Transport equipment 2 to 10 years
Experimental equipment 2 to 11 years
Other equipment 1 to 17 years

213

FOPCO

XIII. Leasing Agreement

  • (1) ROU assets
ROU assets
ROU assets carrying amount
Land
Buildings
Transport equipment
Increase of ROU assets
Depreciation expense for ROU
assets
Land
Buildings
Transport equipment
December 31,2020
$ 55,482
1,940

6,221
$ 63,643
2020
$ 930
$ 3,427
885

4,475
$ 8,787
December 31,2019




$ 58,909
7,408
10,685
$ 77,002
2019






$ 14,719
$ 2,937
1,665
5,138
$ 9,740
  • (2) Lease liabilities
December 31,2020
December 31,2019

December 31,2019
Lease liabilities carrying
amount
Current $ 6,998 $
8,760
Non-current $ 57,035 $ 68,327
Discount rate range for lease liabilities is as follow:
December 31,2020
December 31,2019
Land 1.38% 1.38%
Buildings 1.38% 1.38%
Transport equipment 1.08%1.38% 1.38%

Discount rate range for lease liabilities is as follow:

  • (3) Significant Rental Activities and Clauses

The Company signed a land lease contract for leasing the port industry professionalism development zone with Taiwan International Ports Corporation, Ltd. – Port of Taichung Branch (hereafter referred to as Port Branch) in November 2017 in order to construct and operate the palm oil plant. The lease period is 20 years. According to contractual regulations, the properties and movable properties, and property ownerships financed and constructed by the Company all belong to the Company. During the duration of the contract, the Company should calculate the land rent based on the area of the leased land accord ing to the land value announced by the government and the approved annual rent rate, and pay the management fee according to the amount

214

committed to the Port Branch. When the lease period is terminated, the Company does not have the right of preferential refusal towards the leased land.

Owing to the serious impact that the Covid-19 pandemic has had on the market economy in 2020, when the Company negotiated with the auxiliary ports of Taiwan International Ports Corporation Ltd. about land lease, the auxiliary ports agreed to unconditionally lower 10% of the rental amount from January 1, 2020 to June 30, 2020. The Company recognized the aforementioned rent concessions impact NTD 159 thousands in the year 2020 (listed as other income).

(4) Other Leasing Information

Other Leasing Information
Short-term leasing fees
Low value assets leasing fees
Total leasing cash (outflow)
2020
$ 116
$ 495
$ 10,009)
2019


(


(
$ 741
$ 135
$ 11,555)

The Company chooses to recognize the renting of business premises and transport equipment that conform to short-term lease and low value lease, as the Company will not recognize such leases as related ROU assets and lease liabilities.

XIV.

Other Non-Current Assets

Other Non-Current Assets
Guarantee deposits paid
Prepayments for equipment
Other prepayments
December31,2020
$ 4,363
339

7
$ 4,709
December31,2019




$ 4,000
2,358
1,009
$ 7,367

XV. Loans

  • (1) Short-term loans
Short-term loans
Unsecured loans
Credit loans
Letter of credit loans
December 31,2020
$ 613,210
158,063
$ 771,273
December 31,2019




$ 558,500
308,859
$ 867,359

The interest rate range for short-term loans on the date of balance sheet is as follow:

follow:
Unsecured loans
Credit loans
Letter of credit loans
December 31,2020
0.81%1.15%
0.72%0.96%
December 31,2019
1.00%1.45%
2.65%2.93%

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FOPCO

  • (2) Short-term notes payable
Short-term notes payable
Commercial papers payable
Subtract:
short-term
notes
discount payable
December 31, 2020
$ 170,000

214
$ 169,786
December 31, 2019




$ -
-
$ -

Short-term notes payable that have not met the maturity date yet: December 31, 2020

Guarantee
Acceptance
institutions
Commercial papers
payable
Ta Ching Bills
Finance Corporation

Taiwan Cooperative
Bills Finance
Corporation
Mega Bills

Parprice
$ 80,000
70,000
20,000

$ 170,000
Discount
amount
$ 188

19
7

$ 214
Carrying
amount
$ 79,812

69,981
19,993
$ 169,786
Interest rate
range

0.99%

0.99%
0.98%
Pledge or
collateral








None
None
None
  • (3) The details for the Company’s long-term loans are as follow:
Secured loan
E.SUN Commercial Bank
Unsecured loan
Taishin International Bank
Taiwan Cooperative Bank
Shanghai Commercial and
Savings Bank
Bank of Panhsin
Chang Hwa Bank
Mega International
Commercial Bank
Bank of Kaohsiung
Land Bank of Taiwan
Subtotal
Subtract: listed as the part that is
due within one year
Long-term loan
December 31, 2020
$ 420,000
150,000
100,000
62,500
62,500
60,000
30,000
30,000

20,000
935,000

440,000
$ 495,000
December 31, 2019 December 31, 2019







$ 540,000
200,000
100,000
100,000
40,000
50,000
-
-
40,000
1,070,000
232,500
$ 837,500

The interest rate range for the Company’s loans is as follow:

Floating interest rate loans December 31, 2020
~~1.08%~~~~1.33%~~
December 31, 2019
~~1.35%~~~~1.50%~~
  1. E.SUN Commercial Bank’s secured loan: the first installment of the loan principal was repaid in August 2019. Every 6 months is 1 installment. The loan will be evenly amortized in 10 installments. As of December 31, 2020 and 2019, the loan balances were

216

  • respectively NTD 420,000 thousands and NTD 540,000 thousands. The Company offered its plant and land in Dadu District, Taichung City as such line of credit ’s collateral.

  • Taishin International Bank’s mid-term loan: according to contract regulations, the loan principal can be used as revolving loan within the financing limit from the first draw date of the loan principal in June 2019 until 2021 before the maturity date. The longest period for each loan cannot exceed 180 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. However, the loan principal can be applied for revolved drawing according to contract regulations, and there is no need for additional procedures for the principal’s transfer in/out. As of December 31, 2020 and 2019, the loan balance was respectively NTD 150,000 thousands and NTD 200,000 thousands.

  • Taiwan Cooperative Bank’s mid-term loan: The settlement of the amount employed this time reached the 24[th] month since March 2020, the draw date of the loan principal. As of December 31, 2020 and 2019, the loan balances were both NTD 100,000 thousands.

  • Shanghai Commercial and Savings Bank’s mid-term loan: the first installment of the loan principal was repaid in June 2020. Every 3 months is 1 installment. The loan will be evenly amortized in 8 installments. As of December 31, 2020 and 2019, the loan balance was respectively NTD 62,500 thousands and NTD 100,000 thousands.

  • Bank of Panhsin’s mid-term loan: the first installment of loan principal was originally repaid in April 2020. Every 3 months is 1 installment. The loan will be evenly amortized in 8 installments. As of December 31, 2020 and 2019, the loan balance was respectively NTD 25,000 thousands and NTD 40,000 thousands. Another NTD 45,000 thousands was drawn in February 2020. The first installment of the loan principal was repaid in October 2020. Every 3 months is 1 installment. The loan will be evenly amortized in 6 installments. As of December 31, 2020, the loan balance was NTD 37,500 thousands.

  • Chang Hwa Bank’s mid-term loan: since the first draw date of the loan principal in March 2019, every 6 months is 1 installment, and the loan will be evenly amortized in 6 installments. As of December 31, 2020 and 2019, the loan balance was respectively NTD 30,000 thousands and NTD 50,000 thousands. Another NTD 40,000 thousands was drawn in April 2020. The first installment of the loan principal was repaid in September 2020. Every 6 months is 1 installment. The loan will be evenly amortized in 4 installments. As of December 31, 2020, the loan balance was NTD 30,000 thousands.

  • Mega International Commercial Bank’s mid-term loan: according to contract regulations, the loan principal can be used as revolving

217

FOPCO

loan within the financing limit from the first draw date of the loan principal in March 2020 until 2022 before the maturity date. The longest period for each loan cannot exceed 180 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. As of December 31, 2020, the loan balance was NTD 30,000 thousands.

  1. Bank of Kaohsiung’s mid-term loan: the loan principal was paid off at once on the maturity date in February 2021. As of December 31, 2020, the loan balance was NTD 30,000 thousands.

  2. Land Bank of Taiwan’s mid-term loan: according to contract regulations, the loan principal can be used as revolving loan within the financing limit from the first draw date of the loan principal in June 2019 until 2022 before the maturity date. The longest period for each loan cannot exceed 90 days, and the amount drawn this time shall be settled on the maturity date for the loan principal. As of December 31, 2020 and 2019, the loan balance was respectively NTD 20,000 thousands and 40,000 thousands.

XVI. Notes Payable and Accounts Payable

Notes payable
Incurred by business operations
Accounts payable
Incurred by business operations
December 31,2020
$ 5,168
$ 201,167
December 31,2019 December 31,2019


$ 5,526
$ 139,255
  • (1) Notes payable

The Company’s notes payable are mainly notes issued for the payment of freight incurred by business operations.

  • (2) Accounts payable

The average credit period is 60 days. The Company’s financial risk management policy ensures that all accounts payable are repaid within the prearranged credit period.

XVII. Other Payables

the prearranged credit period.
Other Payables
Salaries and bonuses payable
Equipment payable
Import and export expenses
payable
Freight payable
Labor and health insurance
payable
Interests payable
Other
December 31,2020
$ 64,926
11,839
7,170
6,600
2,207
640

6,658
$ 100,040
December 31,2019




$ 48,586
-
5,634
6,058
2,198
2,298
5,139
$ 69,913

218

XVIII. Welfare Benefit Plan after Retirement

(1) Defined allocation plan

The pension system in the “Labor Pension Act” that is applicable to the Company belongs to defined pension allocation plan under the government’s management. 6% of the employee’s monthly salary is allocated to the employee’s Labor Insurance Bureau personal account as the employee’s pension.

  • (2) Defined welfare benefit plan

The “Labor Standards Act” that the Company refers to in handling pension system belongs to defined welfare benefit pension plan under the government’s management. The payment of the employee’s pension is based on the employees’ years of service and the employee’s average salary of the 6 months prior to the approved retirement date. The Company allocates 8% of the employee’s monthly salary to his/her pension, and is submitted to the Supervisory Committee of Business Entities’ Labor Retirement Reserve to deposit into Bank of Taiwan’s imprest account in the name of the committee. Before the year ends, if the estimated imprest balance is insufficient to pay estimated employees that fulfill retirement conditions in the following year, the difference should be allocated at once before the end of March in the following year. Such imprest account is managed by the Bureau of Labor Funds, Ministry of Labor. The Company has no right in influencing its investment management strategies.

Amounts for defined benefit plan that are listed in the individual balance sheet are as follow:

balance sheet are as follow:
PV for defined benefit
obligation
Planned assets fair value
Allocation insufficiency
Net defined benefit liabilities
December 31,2020
$ 85,619
(
65,661)

19,958
$ 19,958
December 31,2019

(


(

$ 84,168

63,088)
21,080
$ 21,080

Changes in net defined benefit liabilities are as follow:

Jan 1, 2019

Service cost
Current service cost
Interest expenses (income)

Recognized as profit or loss
PV for defined
benefit
obligation
$ 89,965

875

900


1,775
Planned assets
fairvalue
($ 64,299)

-
(
650)

(
650)
Net defined
benefit
liabilities
Net defined
benefit
liabilities


(
(
(


$ 25,666
875
250
1,125

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219

FOPCO

(con’t)

Remeasurements
Gains on planned assets

Actuarial loss
Changes in
demographic
assumptions
Changes in
financial
assumptions
Experience
adjustment

Recognized as other
comprehensive income
Allocated by employer

Payment of benefits

December 31, 2019

January 1, 2020

Service cost
Current service cost
Interest expenses (income)

Recognized as profit or loss

Remeasurements
Gains on planned assets
Actuarial loss (profit)
Changes in
financial
assumptions
Experience
adjustment

Recognized as other
comprehensive income
Allocated by employer

Payment of benefits

December 31, 2020
PV for defined
benefit
obligation
$ -

4
1,805

951


2,760


-

(
10,332)

$ 84,168

$ 84,168

760

631


1,391

-

2,565
(
1,225)


1,340


-

(
1,280)

$ 85,619
Planned assets
fair value
( $ 2,472 )
-
-

-

(
2,472)

(
5,999)


10,332

($ 63,088)

($ 63,088)

-
(
478)

(
478)

(
2,217 )
-

-

(
2,217)

(
1,158)


1,280

($ 65,661)
Net defined
benefit
liabilities




(




(


(
( $ 2,472 )
4
1,805

951

288
(
5,999)

-
$ 21,080
$ 21,080
760

153

913
(
2,217 )
2,565
(
1,225)
(
877)
(
1,158)

-
$ 19,958

The amounts recognized as profit or loss for the defined benefit plan are summarized according to their functions as follow:

Operating costs
Promotion expense
Management expense
2020
$ 187
248
478
$ 913
2019




$ 221
345
559
$ 1,125

220

The Company is exposed to the risks below owing to the pension system of the “Labor Standards Act”:

  1. Investment risks: through methods of self-application or discretionary management, the Bureau of Labor Funds, Ministry of Labor invests labors’ pension funds in domestic and foreign equity securities, debt securities, and bank deposits, and other objects. However, the amount that can be distributed under the Company’s planned assets is the income that is calculated by not being lower than the local banks’ two-year time deposit rate.

  2. Interest risks: the decrease of interest rates in government bonds/corporate bonds will result in the increase in the present value for defined benefit obligation. However, the debts of planned assets’ return on investments will increase accordingly, too. Both have partial offset effects on net defined benefit liabilities.

  3. Salary risks: the calculation of the present value for defined benefit obligations refers to planned members’ future salary. Therefore, the increase in planned members’ salary will result in the increase in the present value for defined benefit obligations.

The Company’s actuarial calculation for the PV for defined benefit obligations is performed by certified actuaries. The measurement date ’s major assumptions are as follow:

December 31, 2020
December 31, 2019
Discount rate
0.375%
0.750%
Salary’s expected increase rate
2.500%
2.500%
If the major actuarial assumptions are respectively subjected to
possible reasonable changes, under the circumstance that other
assumptions remain unchanged, the amounts that will result in the
increase (decrease) of the PV for defined benefit obligations are as
follow:
December 31, 2020
December 31, 2019
Discount rate
0.25% increase
($ 1,724)
($ 1,805)
0.25% decrease
$ 1,778
$ 1,864
Salary’s expected increase rate
0.25% increase
$ 1,711
$ 1,800
0.25% decrease
($ 1,668)
($ 1,753)
Since actuarial assumptions may be interrelated, it is unlikely for
changes in single assumption only. Thus, the aforementioned sensitivity
analysis may not reflect the situation of the changes in the present value
for defined benefit obligations.
December 31, 2020
December 31, 2019
Discount rate
0.375%
0.750%
Salary’s expected increase rate
2.500%
2.500%
If the major actuarial assumptions are respectively subjected to
possible reasonable changes, under the circumstance that other
assumptions remain unchanged, the amounts that will result in the
increase (decrease) of the PV for defined benefit obligations are as
follow:
December 31, 2020
December 31, 2019
Discount rate
0.25% increase
($ 1,724)
($ 1,805)
0.25% decrease
$ 1,778
$ 1,864
Salary’s expected increase rate
0.25% increase
$ 1,711
$ 1,800
0.25% decrease
($ 1,668)
($ 1,753)
Since actuarial assumptions may be interrelated, it is unlikely for
changes in single assumption only. Thus, the aforementioned sensitivity
analysis may not reflect the situation of the changes in the present value
for defined benefit obligations.
December 31, 2019 December 31, 2019
Amount expected to be
allocated within 1 year
Defined benefit obligation’s
average maturity period
December 31, 2020
$ 1,158
8.1 years
December 31, 2019
$ 1,232
8.7 years
December 31, 2020 December 31, 2020 December 31, 2019 December 31, 2019
Amount expected to be
allocated within 1 year
Defined benefit obligation’s
$ 1,158 $ 1,232
average maturity period 8.1 years 8.7 years

221

FOPCO

XIX. Equity

  • (1) Share Capital

Common Stock

Common Stock
Authorized number of shares
(1000)
Authorized share capital
Number of shares issued and
fully collected (1000)
Issued share capital
December 31,2020

227,900
$ 2,279,000

218,703
$ 2,187,030
December 31,2019






227,900
$ 2,279,000
218,703
$ 2,187,030

The nominal amount per common share is NTD 10. Each share has one voting right and the right to receive dividends.

  • (2) Capital Reserves

December 31, 2020 December 31, 2019 Can be used to compensate for losses, distribute cash, or share capitalization Issuance of premium $ 121,015 $ 121,015

In the capital reserve, those that belong to the overage of the issuance of shares in excess of the par and the gifts of assets donated to the business can be used to compensate for losses. They can also be used to issue cash dividend or to capitalize share capital when the company breaks even. However, when capitalizing share capital, it is limited to a certain ratio of the actual received share capital each year.

  • (3) Reserved Earnings and Dividend Policies

According to the Company’s bylaws regarding the regulations in the earnings distribution policy, if there are earnings in the final account, another 10% is withdrawn as earnings reserve after tax payments and the compensation for losses. The rest will be listed as or reversed to special earnings surplus according to regulations. If there is still balance, together with accumulated undistributed earnings, the board of directors will draft a proposal regarding the distribution of earnings, and submit it to the shareholders meeting for the decision of t he distribution of shareholders’ dividends and bonus. For policies regarding distribution of employees and directors’ remunerations according to the clause in the Company’s bylaws, please refer to note 21-3 “Employees’ Remunerations and Directors’ Remunerations.” The Company’s policy regarding the distribution of dividends is based on the principle to maintain the soundness of the company’s long-

222

term financial structure and the growth and expansion of future operations, to distribute share dividends so as to retain the funds needed, and the rest can be distributed as cash dividends. However, cash dividends cannot be less than 10% of total dividends. If there is 0.1 NTD short of the distribution of cash dividend per share, then no cash dividend will be distributed.

Statutory earnings reserve should be allocated until its balance reaches the company’s actual received total share capital. Statutory earnings reserve can be used to compensate losses. When the company has no loss, except for the part that the statutory earnings reserve exceeds 25% of the actual received total share capital can be used to allocate the share capital, it is still available to be distributed in cash.

The Company refers to regulations such as No. FinancialSupervisory-Securities-Auditing-1010012865 and “Q&A Regarding the Application of the Pre-Estimation of Special Earnings Reserve after Adopting the IFRSs” to pre-estimate and reverse special earnings reserve. From hereafter, when the company uses, disposes, or re - classifies related assets, the company has to refer to the proportion of the original pre-estimated special earnings reserve to reverse distribute its earnings.

The Company hosted the regular shareholders’ meeting on June 24, 2020 and June 27, 2019, and respectively decided the approval of 2019 and 2018 earnings distribution proposal as follow:

Earnings Distribution Project Dividend per Share (NTD)

Pre-estimated
statutory earnings
surplus

Shareholders’ cash
dividend
2019
$ 31,787
284,314
2018
$ 25,563
251,509
2019

$ 1.30
2018
$ 1.15

The Company’s proposal for 2020 earnings distribution by the board of directors on March 25, 2021 is as follow:

board of directors on March 25, 2021 is as follow:
Statutory earnings surplus
Cash dividend
Earnings
Distribution Plan
$ 37,828
306,184
Dividend per Share
(NTD)
$ 1.40

Regarding 2020’s earnings distribution plan, it is expected to be decided on June 24, 2021 at the annual general meeting (AGM).

(4) Special Earnings Surplus

Since it is the Company’s first time using IFRSs and the increase in reserved earnings generated is insufficient for pre-estimation. Thus, the sole increase in reserved earnings generated by converse-using IFRSs NTD 200,454 thousands can pre-estimate special earnings surplus.

XX. Income


surplus.
Income
Customer contract income
Goods sales income
2020
$ 7,013,101
2019
$ 7,468,099

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  • (1) Customer Contract Description

Goods Sales Income

Products such as oil, feeds, and raw materials, etc. are sold to wholesalers and retailers, and are sold according to the fixed price in the contract. The income amount is measured at received consideration or consideration receivable’s fair value.

  • (2) Contract balance
Contract balance
Notes receivable

Notes receivable – related
parties
Accounts receivable

Accounts receivable –
related parties
December 31,
2020
$ 131,111

3,184
417,427

304,514

$ 856,236
December 31,
2019

$ 107,540

3,524
418,067

310,901

$ 840,032
January1,2019









$ 208,353
2,760
477,598
201,951
$ 890,662

XXI. Net Profit

  • (1) Depreciation and Amortization
Depreciation and Amortization
Depreciation expenses
summarized according to its
functions
Operating costs
Operating expenses
Amortization expenses
summarized according to its
functions
Operating costs
2020
$ 18,187
15,368
$ 33,555
$ 999
2019






$ 22,837
15,510
$ 38,347
$ 999
  • (2) Employees’ benefit expenses
Employees’ benefit expenses
Post-employment benefits
Defined contribution plans
Defined benefit plans
Salary expenses
Labor and health insurance
expenses
Directors’ remunerations
Other employee benefits
2020
$ 6,460
913
7,373
176,023
14,185
11,112
7,502
$ 216,195
2019








$ 6,047
1,125
7,172
160,802
13,725
8,487
7,728
$ 197,914

224

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(con’t)

Summarized according to its
functions
Operating costs
Operating expenses
2020
$ 59,416
156,779
$ 216,195
2019




$ 55,086
142,828
$ 197,914

(3) Employees’ Remunerations and Directors’ Remunerations

According to the clause in the Company’s bylaws, the Company refers to the current year’s pre-tax profit before deducting the distribution of employees’ remunerations and directors’ remunerations, and allocates respectively 2%-4% and not higher than 4% fro m employees’ remuneration and directors’ remuneration. The employees’ remuneration and directors’ remuneration for 2020 and 2019 were decided by the board of directors on March 25, 2021 and March 27, 2020 respectively as follow:

Estimated Percentage

Estimated Percentage
Employees’ remunerations
Directors’ remunerations
Amount
Employees’ remunerations
Directors’ remunerations
2020
2%
2%
2020
Cash
$ 9,191
9,191
2019
2%
2%
2019
Cash
$ 8,165
8,165

If there are still changes in the amount after the annual individual financial statements’ issuance date, it will be handled as changes in accounting estimates, and will be adjusted and entered into account in the following year.

There is no difference between the actual distributed amount for employees’ remuneration and directors’ remuneration for 2019 and 2018 and the individual financial statements’ recognized amount for 2019 and 2018.

For information regarding the Company’s employees’ remuneration and directors’ remuneration as decided by the board of directors, please search on the Taiwan Stock Exchange’s Market Observation Post System.

225

FOPCO

  • (4) Other Earnings and Impairment Loss Net Value
Disposal of gains on ROU
assets
Disposal of gains (loss) on
property,
plant
and
equipment
2020
$ 50
452
$ 502
2019



(
(
$ 17

193)
$ 176)

The disposal of gains on property, plant and equipment is the sum of the current year’s disposal of profit NTD 233 thousands and recognized realized deferred income NTD 219 thousands. The disposal of losses on property, plant and equipment is the current year ’s disposal of loss NTD 412 thousands minus recognized realized deferred income NTD 219 thousands.

  • (5) Currency Exchange Profit (Loss)
2020
2019
Total currency exchange profit
$ 24,710
$ 22,725
Total currency exchange loss
(
10,230)
(
2,996)
Net profit
$ 14,480
$ 19,729
(6) Interest Expense
2020
2019
Bank loan interest
$ 12,057
$ 17,465
Lease liability interest

966

1,041
$ 13,023
$ 18,506
Related information on interest capitalization is as follow:
2020
2019
Interest capitalization amount
$ 9,623
$ 5,343
Interest capitalization rate
1.16%~1.40%
1.36%~1.39%
XXII.Income Tax
(1) Income tax recognized as profit or loss
The main items of the income tax is as follow:
2020
2019
Current income tax
Generated in the current
year
$ 74,290
$ 47,589
Adjustments made in the
previous years
(
1,369 )
128
Deferred income tax
Generated in the current
year
(
7,507)

5,215
Income tax expense recognized
as profit or loss
$ 65,414
$ 52,932
2019

(
$ 22,725

2,996)
$ 19,729
2019
$ 5,343
1.36%~1.39%
2019


$ 47,589
128
5,215
$ 52,932

226

The reconciling of accounting income and income tax expense is as follow:

as follow:
Net profit before tax 2020
~~$ 441,171~~
2019
~~$ 391,936~~
Income tax expense calculated
based on statutory tax rate
for net profit before tax
Tax-free income
Non-deductible impairment loss
in taxes

(
$ 88,234

23,167 )
8

(
$ 78,387

25,604 )
21
Unrecognized deductible
temporary difference
Current income tax expenses in
the previous years adjusted
in the current year
Income tax expense recognized
as profit or loss
(
1,708
1,369)
$ 65,414

-
128
$ 52,932

The amended “Statute for Industrial Innovation” announced by the president in July 2019 stipulates that, certain assets built or purchased from retained earnings can be listed as deduction items for calculating retained earnings. When calculating retained earnings taxes, the Company only deducted the amount of capital expense that had actually been reinvested.

  • (2) Current income tax liabilities

been reinvested.
Current income tax liabilities
Current income tax liabilities
Income tax payable
December 31, 2020
$ 51,347
December 31, 2019
$ 30,327
  • (3) Deferred income tax assets and liabilities

Changes in deferred income tax assets and liabilities are as follow: 2020

2020
Deferred income tax assets
Temporary difference
Loss on investment
accounted for
using equity
method

Pension
expense
overrun

Deferred income

Loss on inventory
price decline

Other



Deferred income tax
liabilities

Temporary difference

Land value increment
tax
BOY balance

$ 4,333

2,105

497

216


74

$ 7,225




$ 95,560
Recognized as
profit/loss

$ 7,134

(
49 )

(
44 )

(
177 )


643

$ 7,507




$ -
Year-end
balance






$ 11,467
2,056
453
39
717
$ 14,732
$ 95,560

227

FOPCO

2019

2019
Deferredincometax assets
Temporary difference
Loss on investment
accounted for
using equity
method

Pension expense
overrun

Deferred income

Loss on inventory price
decline

Other



Deferred income tax
liabilities

Temporary difference

Land value increment tax
BOY balance
$ 8,463


3,080


541


58


298

$ 12,440







$ 95,560
Recognized as
profit/loss
( $ 4,130 )

(
975 )

(
44 )


158

(
224)

($ 5,215)







$ -
Year-end
balance


















$ 4,333

2,105

497

216
74
$ 7,225
$ 95,560

(4) Income tax verification status

Regarding the Company’s business income tax declaration, the declared cases as of before 2018 were authorized by tax collecting institutions.

XXIII. Earnings per Share (EPS)

Net profit and the number of shares of the common share’s weighted average for the calculation of EPS is as follow: Net profit

Net profit
Net profit used for the calculation
of basic and diluted EPS
Number of Shares
Number of shares of common
share’s weighted average used
for the calculation of basic EPS
Impacts of potential common
share with dilutive effect:
Employees’ remuneration
Number of shares of common
share’s weighted average used
for the calculation of diluted
EPS
2020
2019
$ 375,757
$ 339,004
Unit: 1000 shares
2020
2019
218,703
218,703
309

257
219,012
218,960
2019




218,703
257
218,960

228

If the Company can choose to distribute employees’ remuneration by share or by cash, then when the Company calculates its diluted EPS, under the hypothesis that the employees’ remuneration is distributed by share, the calculation of diluted EPS is to include the number of weighted average outstanding shares when such potential common share has dilutive effect. When calculating diluted EPS before deciding the number of shares distributed as the employees’ remuneration in the following year, the Company still needs to consider such potential common share ’s dilutive effect.

  • XXIV. Cash Flow Information

  • (1) Partial cash transaction

The partial cash transactional investments that the Company conducted in 2020 and 2019 are as follow:

conducted in 2020 and 2019 are as follow:
Partial cash paid to purchase
property, plant and
equipment
Purchase of property,
plant, and equipment
Net change in prepayment
of equipment
Net change in equipment
payable
Cash paid
2020
$ 400,256
(
2,019 )
(
11,839)
$ 386,398
2019
$ 634,934
(
36,606 )

415
$ 598,743
  • (2) Changes in liabilities owing to financing activities

2020

2020
Short-term loans

Short-term notes
payable
Long-term loans and
long-term loans due
within one year

Margin deposit
Lease liability


2019
BOY balance
$ 867,359

-
1,070,000

-
77,087

$ 2,014,446
Cash flow
( $ 96,086 )
170,000
(
135,000 )
21
(
8,432)

($ 69,497)
Non-cash changes
Amortized
interest expense
$ -
(
214 )
-
-

-

($ 214)
Year-end
balance
New lease
liabilities

$ -

-
-
-
930

$ 930
Reduced lease
liabilities
$ -

-

-
-
(
5,552)

($ 5,552)






(
(



$ 771,273
169,786
935,000

21
64,033
$ 1,940,113
within one year

Margin deposit
Lease liability


2019


1,070,000

-
77,087

$ 2,014,446
(
135,000 )
21
(
8,432)

($ 69,497)

-
-
930

$ 930
-
-
(
5,552)

($ 5,552)
-
-

-

($ 214)


935,000

21
64,033
$ 1,940,113
Short-term loans

Short-term notes
payable
Long-term loans and
long-term loans due
within one year
Lease liability

BOY balance
$ 180,000

149,951

700,000
76,371

$ 1,106,322
Cash flow
$ 687,359
(
150,000 )
370,000
(
9,638)

$ 897,721
Non-cash changes
Amortized
interest expense
$ -
49
-

-

$ 49
Year-end
balance
New lease
liabilities

$ -

-
-
14,719

$ 14,719
Reduced lease
liabilities
$ -

-
-
(
4,365)

($ 4,365)





(
(





$ 867,359
-
1,070,000
77,087
$ 2,014,446

XXV. Capital Risk Management

The Company conducts capital management so as to optimize its debts and equity balance in order to maximize shareholders ’ compensation under the circumstance that the Company is ensured to continue to operate.

229

FOPCO

XXVI. Financial Instrument

  • (1) Information regarding fair value – financial instruments that are not measured at fair value

  • The Company’s management level believes that the carrying

  • amount for financial assets and financial liabilities that are not measured at fair value is close to its fair value, or that its fair value cannot be measured reliably.

  • (2) Types of financial instruments

cannot be measured reliably.
Types of financial instruments
Financial assets
Measured at amortized cost
(note 1)
Financial liabilities
Measured at amortized cost
(note 2)
December 31,2020
$ 1,759,663
2,160,295
December 31,2019
$ 1,546,019
2,157,651

Note 1: the balance is financial assets that includes cash, financial instrument measured at amortized cost, notes receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, and other receivables – related parties, etc., measured at amortized cost.

  • Note 2: the balance is financial liabilities that include short -term loans, short-term notes payable, notes payable, accounts payable, accounts payable – related parties, partial other payables, other payables – related parties, and long-term loans (including parts due within one year), etc., measured at amortized cost.

  • (3) Purpose and policy for financial risk management

The Company’s major financial instrument include accounts receivable, accounts payable, loans, and lease liabilities, etc. The Company’s financial management department supervises and manages financial risks related to the Company’s operation by referring to the degree and width of risks to analyze internal risk reports for risk exposures. Such risks include market risks (including exchange rate risks and interest rate risks), credit risks, and current risks.

1. Market risks

The main financial risks that the Company bears for operating activities are risks in foreign currency exchange rate changes and risks in interest rate changes.

The Company’s risk exposure related to financial instrument ’s market risk and its management and measurement methods for such risk exposure did not change.

230

(1) Exchange rate risks

For the Company’s monetary assets and monetary liabilities’ carrying amount denominated as non-functional currencies on the date of balance sheet, please refer to note 30.

Sensitivity analysis

The Company is mainly influenced by the fluctuation in the exchange rate for US dollars.

The table below describes in detail of the Company’s sensitivity analysis when the exchange rate for NTD (functional currency) to each relevant currency increases or decreases 5%. 5% is the sensitivity percentage used when the Company internal reports the exchange rate risks to the main management level; it also represents the management level’s evaluation on foreign currency exchange rate’s reasonable range for possible changes. The table below shows when individual functional currency relatively appreciates by 5% to each relevant currency, the amount that will cause changes for net profit before tax. When NTD to each relative foreign currency depreciates by 5%, its impact on net profit before tax will be the same amount in reverse.

Decrease in net profit
before tax
US Dollar’s Impact US Dollar’s Impact
2020
( $ 18,259 )
2019
( $ 617 )

The amounts above mainly originates from the Company’s bank deposit in US dollars that are still outstanding on the date of balance sheet and has not undergone cash flow hedges, and from accounts receivable. (2) Interest rate risks

The Company’s carrying amount for financial assets and liabilities impacted by interest rate risk exposures on the date of balance sheet is as follow:


Interest rate risk with fair
value
Financial assets
Financial
liabilities
Interest rate risk with
cash flow
Financial assets
Financial
liabilities
December 31,2020
$ 28,782
847,029
506,137
1,093,063
December 31,2019
$ 19,793
635,587
653,381
1,378,859

231

FOPCO

Sensitivity analysis

The sensitivity analysis below is determined by the interest rate risk exposure according to non-derivative instruments on the date of balance sheet. The Company internal uses 25 basis points increase/decrease rate of change when reporting the interest rate to the main management level. This also represents the management level’s evaluation on the rate’s reasonable range for possible changes.

If the interest rate increases/decreases by 25 basis points, under the circumstance that all other variables remain unchanged, the Company’s net profit before tax for 2020 and 2019 relatively decreased/increased by NTD 1,467 thousands and NTD 1,814 thousands. This is mainly caused by the Company’s risk exposures from variable interest rate bank demand deposit and loan risks.

2. Credit risks

Credit risks refer to the Company’s risks in financial loss owing to the counterparty’s delinquency in fulfilling contract obligations. As of the date of balance sheet, the Company may face greatest credit risk possibly because of financial loss owing to the counterparty’s unfulfilled obligation, of which is mainly from the carrying amount for financial assets recognized in the individual balance sheet.

The policy that the Company adopts is to only make transactions with reputable targets, and the Company will obtain full collateral when necessary so as to reduce the risk of financial loss owing to delinquency.

The targets for accounts receivable encompass numerous customers, scattered in sales for oil and feeds. The Company does not have any significant credit risk exposure against any single counterparty or any set counterparties with similar characteristics. 3. Current risks

The Company supports its operation and reduces the impact of cash flow fluctuation through management and through maintaining sufficient position of cash.

The Company’s management level supervises the usage status of the bank’s financing limit and ensures the fulfillment of the loan’s contract clauses. As of December 31, 2020 and 2019, the Company’s undrawn bank financing limit was respectively NTD 1,432,747 thousands and NTD 3,589,841 thousands.

The table below shows the analysis of the Company’s remaining contract of the agreed repayment period’s nonderivative financial liability. It refers to the earliest possible repayment date requested upon the Company, and was prepared by the financial liability’s undiscounted cash flow.

232

December 31, 2020

Liabilities without
interest

Lease liability
Floating interest
rate instrument
Fixed interest rate
instrument

On demand or
less than 1
month
On demand or
less than 1
month
1-3 months



3 months-1
year
$ 88,450

5,316

169,733

257,210

$ 520,709
1-5years
$ -

19,838

495,000
-

$ 514,838
More than 5
years


$ 84,932
729
162,500

424,974

$ 673,135




$ 110,854

2,187

265,830

100,812

$ 479,683








$ -

44,074

-
-
$ 44,074

Advanced information regarding maturity date analysis for lease liabilities: Less than 1 More than year 1-5 years 5-10 years 10-15 years 15-20 years 20 years Lease liability $ 8,232 $ 19,838 $ 18,517 $ 18,517 $ 7,040 $ -

December 31, 2019

Liabilities without
interest

Lease liability
Floating interest
rate instrument
Fixed interest rate
instrument

On demand or
less than 1
month
$ 58,231
802

40,000

364,500

$ 463,533
1-3 months
$ 88,561

2,470

204,587
26,000

$ 321,618
3 months-1
year
$ 73,500

6,498

296,772
168,000

$ 544,770
1-5years
$ -

26,967

837,500
-

$ 864,467
More than 5
years



















$ -

48,409

-
-
$ 48,409

Advanced information regarding maturity date analysis for lease liabilities: Less than 1 More than year 1-5 years 5-10 years 10-15 years 15-20 years 20 years Lease liability $ 9,770 $ 26,967 $ 19,148 $ 18,517 $ 10,744 $ -

XXVII. Related Parties ’ Transactions

  • (1) Related parties’ names and relationships

Name of Related Parties Relationship with the Company ~~Affiliated enterprises with significance~~ Central Union Oil Corp. Invested company denominated

Invested company denominated accounted for using equity method

Subsidiary companies TOP FOOD FU YOU AN KANG CHONG HSIANG INTERNATIONAL FORMOSA OIL PROCESSING (PANAMA) S.A. Other related parties Cheng Xin Investment Co., Ltd.

The Company’s subsidiary company The Company’s subsidiary company The Company’s subsidiary company

The Company’s subsidiary company

Its main shareholder is the Company’s CEO

Shin Tai Industry Co., Ltd.

Its chairman is the Company’s vice chairman’s relative within first degree of relationship

Nong Ann Biotechnology Co., Ltd.

Its chairman for 2019 is the Company’s vice chairman’s relative within first degree of relationship

(next page)

233

FOPCO

(con’t)

Name of Related Parties Relationship with the Company Fortune Electric Co., Ltd. Its director is the Company’s judicial person’s representative Qun Sheng Fa Co., Ltd. Its chairman is the Company’s judicial person chairman Morn Sun Feed Ltd. The Company’s judicial person chairman Wu, Xiao Yuan The Company’s vice chairman’s relative within the first degree of relationship

  • (2) Operating income
Operating income
Classification/Name of Related
Parties
Affiliated enterprises
Central Union Oil Corp.
Subsidiary companies
Other related parties
2020
$ 1,503,581
361,974
86,884
$ 1,952,439
2019




$ 1,582,715
265,059
24,062
$ 1,871,836

The Company sells processed soy flour and exclusively selected soy beans to affiliated enterprises, and the denomination for the selling price is the market price subtracting the selling price that affiliated enterprises should bear. The transaction conditions for subsidiary companies and other related parties were defined separately.

  • (3) Purchases
Purchases
Classification/Name of Related
Parties
Subsidiary companies
Affiliated enterprises
2020
$ 232,016
69,671
$ 301,687
2019




$ 256,937
34,434
$ 291,371

The Company’s purchasing transaction with related parties was defined on a separate basis.

  • (4) Processing expense
Processing expense
Classification/Name of Related
Parties
Affiliated enterprises
Central Union Oil Corp.
2020
$ 220,487
2019
$ 228,969

Processing expenses are mainly the Company’s entrusting of the affiliated enterprises to process and manufacture soybean oil, soy flour, exclusively selected soy beans, and shelled soy flour. As for the processing expense, it is denominated according to the entrusted

234

processing contract agreed and signed by both parties. The contract price was decided on a separate basis.

235

FOPCO

(5) Lease Agreement Operating lease rental

The Company offered workplaces as operating lease rentals to subsidiary company Chong Hsiang International Co., Ltd. and other related party Cheng Xin Investment Co., Ltd. The lease period is respectively 5 years and 4 years, and their rents and payment methods were decided separately.

The Company offered transport equipment as operating le ase rental to affiliated enterprise Central Union Oil Corp. The lease period was 2 months, and its rent and payment method were decided separately. Lease income is summarized as follow:

Classification/Name of Related
Parties
Affiliated enterprise
Central Union Oil Corp.
Subsidiary company
Chong Hsiang
International
Other related parties
Cheng Xin Investment
2020
$ 44
36
36
$ 116
2019




$ -
36
36
$ 72

The total amount of lease payments to be collected in the future

are summarized as follow:

Classification/Name of Related

Classification/Name of Related
Parties
Subsidiary company
Chong Hsiang
International
Other related parties
Cheng Xin Investment
December 31,2020
$ 30

144
$ 174
December 31,2019




$ 66
36
$ 102
  • (6) Other Income
Other Income
Classification/Name of Related
Parties
Subsidiary company
Top Food
2020
$ 4,386
2019
$ 809

236

(7) Accounts Receivable from Related Parties
Items
Classification/Name of
Related Parties
December 31,
2020
Accounts receivable
– related parties
Affiliated enterprise
CENTRAL
UNION OIL CORP.
$ 219,535

Subsidiary Company
CHONG HSIANG
INTERNATIONAL
74,273
Other
1,279
Other related parties

9,427

$ 304,514

Notes receivable –
related parties
Subsidiary company
$ 3,184

Subsidiary company
Other receivables –
related parties
FORMOSA OIL
PROCESSING
(PANAMA)
S.A.
$ 337,773

Other

454

$ 338,227
December 31,
2019
December 31,
2019






$ 208,505
96,640
1,689
4,067
$ 310,901
$ 3,524
$ -
292
$ 292

Subsidiary company – FORMOSA OIL PROCESSING (PANAMA) S.A had already passed the resolution for capital reduction in November 2020, and will return NTD 337,773 thousands to the Company. The aforementioned amount was received in February 2021.

The Company did not receive pledge from related parties for outstanding accounts receivable. The accounts receivable from related parties for 2020 and 2019 were not listed as allowance loss. (8) Accounts payable from related parties

Items
Accounts payable –
related parties





Other payables –
related parties
Classification/Name
of Related Parties
Subsidiary company
Top Food

Other
Affiliated enterprises
Central Union
Oil Corp.


Other related parties
December 31,
2020

$ 38,893

-


3,894

$ 42,787

$ -
December 31,
2019
December 31,
2019








$ 48,582
1

5,580
$ 54,163
$ 21

The Company did not provide collateral to other related parties for the balance for outstanding accounts receivable.

237

FOPCO

(9) Obtained Property, Plant and Equipment

Classification of Related
Parties
Other related parties
Price Obtained Price Obtained
2020
$ -
2019
$ 395

The transaction price and payment conditions were decided

separately.

  • (10) Obtained Financial Assets

2019

2019
Classification/Nam
e of RelatedParties
Other related
parties
Wu, Xiao Yuan

Nong Ann
Biotechnolo
gy Co., Ltd.
Items
Financial assets
acquired
through other
comprehensiv
e income
measured at
fair value

Financial assets
acquired
through other
comprehensiv
e income
measured at
fair value
Number of
Shares
Transacted
1,523,000
1,750,000
Target of
Transaction
Price
Obtained
Shin Tai
Industry

Shin Tai
Industry

$ 43,338
49,012

$ 92,350

The Company purchased Shin Tai Industry’s shares as street dealing block trade with the total of 1523 thousand shares on relatively August 12 and 14, 2019 from other related party – Wu, Xiao Feng. The total purchased cost was NTD 43,338 thousands, and was listed under “financial assets at fair value through other comprehensive income. ” The Company purchased Shin Tai Industry Co., Ltd.’s shares as street dealing block trade from other related party Nong Ann Biotechnology Co., Ltd., with the total of 1750 thousand shares. The total purchased cost was NTD 49,012 thousands, and was listed under “financial assets at fair value through other comprehensive income.” As of December 31, 2019, the Company had already sold all of the aforementioned shares in the public trading market, and the total disposal amount was NTD 72,175 thousands, which, together with other equity related to the aforementioned transaction – NTD 20,175 thousands of evaluation loss from financial assets at fair value through other comprehensive in come – were transferred to retained earnings.

238

  • (11) Endorsement and Guarantee Classification/Name of Related
Classification/Name of Related
Parties
Subsidiary company
Top Food
Guarantee amount
Actual amount spent
December 31,2020
$ 2,821,000
$ 1,385,396
December 31,2019


$ 2,920,000
$ 889,664

The Company offered endorsement and guarantee for Top Food’s financing from the bank.

  • (12) Other
Other
Items
Entertainment expense
Other expense

Classification of
Related Parties
Subsidiary company

Other related party
Affiliated enterprise
2020
$ -

$ -

342

$ 342
2019







$ 4
$ 103
24
$ 127
  • (13) Remunerations for Main Management Level

The total remunerations for directors and other main management levels for 2020 and 2019 are as follow:

Short-term employees benefit
Post-employment benefit
2020
$ 11,780
374
$ 12,154
2019




$ 11,328
351
$ 11,679

The directors’ and other main management levels’ remunerations were decided by the Remuneration Committee based on individual performance and market trends.

XXVIII. Pledged Asset

The following assets had been provided as collaterals for bank loans and the issuance of letters of credit:

Property, plant and equipment
Limited deposit – bank deposit
December 31,2020
$ 701,420

-
$ 701,420
December 31,2019 December 31,2019




$ 703,436
154,763
$ 858,199

239

FOPCO

XXIX. Significant Contingent Liabilities and Unrecognized Contractual Commitments

Except for those stated in other notes, the Company’s significant commitments and contingencies on the date of balance sheet are as follow: (1) Significant commitments

  1. As of December 31, 2020 and 2019, the amount of the Company’s issuance of unused letters of credit due to the purchasing of raw materials was respectively NTD 1,039,709 thousands and NTD 420,824 thousands.

  2. Unrecognized contractual commitments are as follow: December 31, 2020 December 31, 2019 Purchase of property, plant, and equipment $ 264,084 $ 538,365

  3. (2) Contingencies

The Company purchased low cost oil as raw materials from Chang Chi Foodstuff Factory Co., Ltd. (hereafter referred to as Chang Chi Foodstuff), which resulted in the Company’s compensation loss from oil recovery and related litigations. The Company filed fo r proceedings in a criminal case that brought a supplementary civil action against Chang Chi Foodstuff for compensation for damages in February 2014. The court convicted Chang Chi Foodstuff for offense of fraud in July 2014, and the Company should be joint ly compensated with NTD 38,307 thousands. This case was appealed by Chang Chi Foodstuff, and was sent back by the Supreme Court for retrial. The Company won the lawsuit as judged by the court in November 2018. Chang Chi Foodstuff filed for appeal in January 2019. As of the date the board of directors approved this individual financial report, it was still under review by the court. The Company had not recognize such compensation gains yet.

XXX. Foreign Currency Assets and Liability Information with Significant Impact The information below is expressed in the Company’s foreign currency aggregate apart from the Company’s functional currency. The exchange rate disclosed refers to the exchange rate for such foreign currencies’ conversion to functional currency. Foreign currency assets and liabilities with significant impact are as follow: December 31, 2020


liabilities with significant impact

are as follow:
December 31, 2020
Foreign
Currency
Foreign currency
assets
Monetary items
US dollars
$ 12,822

Non-monetary
items
Subsidiary
companies that
adopt equity
method

US dollars

10,337
Unit:
Foreign Currency thousands,
NTD thousands
Exchange Rate
Carrying
Amount
28.48 (USD:NTD)
$ 365,176
28.48 (USD:NTD)
294,392

Foreign currency
assets
Monetary items
US dollars

Non-monetary
items
Subsidiary
companies that
adopt equity
method

US dollars

240

December 31, 2019
Foreign
Currency
Foreign currency
assets
Monetary items
US dollars
$ 412

Non-monetary
items
Subsidiary
companies that
adopt equity
method

US dollars

22,491
Exchange Rate
29.98 (USD:NTD)

29.98 (USD:NTD)
Carrying
Amount

Foreign currency
assets
Monetary items
US dollars

Non-monetary
items
Subsidiary
companies that
adopt equity
method

US dollars
$ 12,352
674,268

Unrealized foreign currency exchange profit (loss) with significant impact is as follow:

Foreign
Currency
US dollars
2020 Unrealized Net
Exchange
Profit(Loss)
($ 2,904)
2019
Exchange Rate
28.48 (USD:NTD)
Exchange Rate
29.98 (USD:NTD)
Unrealized Net
Exchange
Profit(Loss)
( ( $ 303)

XXXI. Noted Disclosures

Related information on (1) Significant transactions and (2) reinvestment business:

  1. Loan funds to others: none.

  2. Offer endorsement and guarantee for others: Schedule 1

  3. Final holding of marketable securities status (not including investments in subsidiary companies and affiliated enterprises): none.

  4. Accumulated purchasing or selling of the same marketable securities’ amount reaches NTD 300 million or more than 20% of the actual received capital: none.

  5. The amount for obtained property reaches NTD 300 million or more than 20% of the actual capital received: none.

  6. Disposal of the amount for obtained property reaches NTD 300 million or more than 20% of the actual received capital: none.

  7. The amount for purchasing or selling or stocks with related parties reaches NTD 100 million or more than 20% of the actual received capital: Schedule 2.

  8. Accounts receivable from related parties reach NTD 100 million or more than 20% of the actual received capital: Schedule 3.

  9. Transaction of derivative products: none.

  10. Information on invested companies: Schedule 4.

241

FOPCO

  • (3) Information on Investment in China:

  • Name of invested companies in China, main operating items, act ual received capital, investment methods, status of outward/inward remittance of funds, final investment carrying value, repatriated investment gains, and investment amount limit in Mainland China: Schedule 5.

  • The following significant transactions, and their prices, payment conditions, and unrealized profit or losses that occurred directly or indirectly from the third region with the invested companies in China:

    • (1) Purchasing amount and its percentage, and related accounts payable’s final balance and its percentage: none.

    • (2) Selling amount and its percentage, and related accounts receivable’s final balance and its percentage: none.

    • (3) Property transaction amount and its generated profit and loss amount: none.

    • (4) Endorsement and guarantee for notes or the final balance and purpose for providing collaterals: none.

    • (5) The highest balance, final balance, interest rate range, and total current interest for the accommodation of funds: none.

    • (6) Other transactions that cause significant impacts on the current year’s profit and loss status or financial status, such as the providing or the receiving of services, etc.: none.

  • (4) Main information on shareholders: name of shareholders whose equit y ratio reaches more than 5%, shareholding amount, and pr o rata: Schedule 6.

242

Formosa Oilseed Processing Co., Ltd.

Endorsement and Guarantee for Others

January 1 to December 31, 2020

Schedule 1

Unit: NTD thousands

Code Name of Endorsement
and Guarantee
Company
Endorsedand GuaranteedTarget Endorsedand GuaranteedTarget Endorsement
and Guarantee
Limit for
Single
Enterprise
(note 2)

Maximum
Endorsement
and Guarantee
Balance for the
Current Period
Final
Endorsement
and Guarantee
Balance
Actual Drawn
Amount
Endorsement
and Guarantee
Amount
Guaranteed by
Property
Ratio of
Accumulated
Endorsement
and Guarantee
Amount to the
Net Value of
the Latest
Financial
Statement (%)
Maximum Limit
for Endorsement
and Guarantee
(note 2)


Belongin
g to
Parent
Company
’s
Endorsem
ent and
Guarantee
for
Subsidiar
y
Companie
s(note 3)

Belongin
g to
Subsidiar
y
Companie
s’
Endorsem
ent and
Guarantee
for Parent
Company
(note 3)



Belongin
g to
Endorsem
ent and
Guarantee
for
Mainland
China
(note 3)

Notes

Name of Company
Relationship
(note 1)
0 Formosa Oilseed
Processing
Top Food (2) $ 3,297,723 $ 2,920,000 $ 2,821,000 $ 1,385,396 $ -
86
$ 3,957,268 Y

Note 1: the relationships between endorser and guarantee and endorsed and guaranteed targets are as follow:

  • (1) Companies with business relationships.

  • (2) Companies in which the company directly and indirectly holds more than 50% of voting shares.

  • (3) Companies that directly and indirectly hold more than 50% of voting shares towards the company.

  • (4) Between companies in which the company directly and indirectly holds more than 90% of voting shares.

  • (5) Based on the needs of contract engineering, companies from the same industry or joint creators that mutually guarantee accord ing to contractual clauses.

  • (6) Companies endorsed and guaranteed by all sha reholders according to their shareholding ratio owing to mutual investment relationships.

  • (7) Inter-industries that refer to the Consumer Protection Act that regulates the contract bond with joint collateral for the contract for the selling of pre-sold homes.

Note 2: the Company’s handling of the total amount for endorsement and guarantee is limited to not exceeding 120% of the net value of the Company ’s latest financial statement. As for the limit for the endorsement and guarantee for domestic single ent erprises, the limit shall not exceed 100% of the net value of the Company’s latest financial statement. The limit for the endorsement and guarantee of foreign single affiliated companies shall not exceed 40% of the net value of the parent company ’s latest financial statement. Subsidiary companies’ handling of the total amount for endorsement and guarantee is limited to not exceeding 50% of the net value of the subsidiary companie s’ latest financial statement. As for the limit for subsidiary companies’ endorsement and guarantee for single enterprises, it is limited to not exceeding 20% of the net value of subsidiary companies ’ latest financial statement. The limit for subsidiary companies’ endorsement and guarantee for foreign single affiliated companies shal l not exceed 30% of the net value of subsidiary companies’ latest financial statement.

  • Note 3: those belonging to parent companies listed on the OTC ’s endorsement and guarantee for subsidiary companies, those belonging to subsidiary c ompanies’ endorsement and guarantee for parent companies listed on the OTC, and those belonging to endorsement and guarantee for Mainland China should fill out “Y” at the beginning.

243

FOPCO

Formosa Oilseed Processing Co., Ltd.

Purchasing or Selling Amount with Related Parties Reaches NTD 100 million or Actual Received Capital Is Above 20%

January 1 to December 31, 2020

Schedule 2

Unit: NTD thousands

Purchases (Sales)
Company
Name of
Counterparty
Relationship Transaction Status Transaction Status Statues and Reasons for
Discrepancy in Transaction
Conditions and General Transaction
Statues and Reasons for
Discrepancy in Transaction
Conditions and General Transaction

Notes and Accounts Receivable
(Payable)

Notes and Accounts Receivable
(Payable)
Note
Purchases
(Sales)
Amount Percentage of
Total
Purchases
(Sales) (%)
Credit Period Unit Price Credit Period Balance Percentage of
Total Notes
and Accounts
Receivable
(Payable) (%)
Formosa Oilseed
Processing Co.,
Ltd.
Formosa Oilseed
Processing Co., Ltd.
Top Food
Formosa Oilseed
Processing Co., Ltd.
Chong Hsiang
International
Central Union Oil
Corp.

Top Food
Formosa Oilseed
Processing Co., Ltd.

Chong Hsiang
International
Formosa Oilseed
Processing Co.,
Ltd.
Affiliated enterprise
Subsidiary company

Parent company
Subsidiary company
Parent company
Sales
Purchases
and
processin
g
expenses
Purchases
Sales
Sales
Purchases
$ 1,503,581
290,158
232,016
232,016
343,767
343,767
21
5
4
8
5
100
45-60 days
30-45 days
30-45 days
30-45 days
30-45 days
30-45 days
Deduct of sales
expense that
should be
borne by
Central Union
Oil Corp.
according to
market price









$ 219,535
(
3,894 )
(
38,893 )
38,893
74,273
(
74,273 )
26
2
16
7
9
100

244

Formosa Oilseed Processing Co., Ltd.

Accounts Receivable from Related Parties Reaches NTD 100 million or Actual Received Capital Is Above 20% December 31, 2020

Schedule 3

Unit: NTD thousands

Companies Listed for Accounts
Receivable
Name of Transaction Targets Relationship Balance for
Accounts
Receivable from
Related Parties
Turnover Accounts Receivable from Related
Parties Overdue
Accounts Receivable from Related
Parties Overdue
Accounts
Receivable from
Related Parties
Final Recovered
Amount
Loss on Pre-
Estimated
Allowance
A
m
o
u
n
t
Handling Method
Formosa Oilseed Processing Central Union Oil Affiliated enterprise $ 219,535 7 (times)
$ -
- $ 208,652 $ -

245

FOPCO

Formosa Oilseed Processing Co., Ltd.

Name, Location, and other Related Information about Invested Company

January 1 to December 31, 2020

Schedule 4

Unit: NTD thousands

Name of Investing
Company
Name of Invested
Company
Location Main Operating Items Original Invested Amount Original Invested Amount Year-End Holdings Year-End Holdings Year-End Holdings Invested
Company’s
Current Year
Profit (Loss)
Investment Profit
(Loss)
Recognized in the
Current Year (note
1)

Note
End of This Year End of Last Year No. of Shares
(1000)
Percentage
(%)
Carrying Amount
FORMOSA OILSED
PROCESSING
TOP FOOD
FORMOSA OIL
PROCESSING
(PANAMA) S. A.
FU YOU AN KANG
CHONG HSIANG
INTERNATIONA
L
CENTRAL UNION
OIL
TAICHUNG CITY
PANAMA CITY,
REPUBLIC OF
PANAMA
CHANG HUA
COUNTY
TAICHUNG CITY
TAICHUNG CITY
Manufacturing and
selling of flour
products
General investment
business
Poultry breeding and
wholesaling of
agricultural products
Wholesale trading of oil
products
Businesses regarding
exclusive selection
and rendering of soy
beans
$ 449,180
392,728
(note 2)
25,908
50,000
203,316
$ 449,180
733,703
25,908
50,000
203,316
51,963
12
2,591
5,000
20,000
63
100
51
100
33
$ 691,836
294,392
31,748
19,008
274,924
$ 100,719
(
35,670 )
10,046
7,202
118,982
$ 63,851
(
35,670 )
5,124
7,202
39,660
Subsidiary
company
Subsidiary
company
Subsidiary
company
Subsidiary
company
Affiliated
enterprise

Note 1: calculated based on the accountant’s auditing of the financial statement in the same period.

Note 2: the decrease of original investment amount is due to FORMOSA OIL PROCESSING (PANAMA) S. A. ’s capital reduction.

246

Formosa Oilseed Processing Co., Ltd.

Investment Information in China January 1 to December 31, 2020

Schedule 5

Unit: NTD thousands

Name of Invested
Company in China
Main Operating Items Actual Received
Capital
Investment
Method (note 1)
Accumulated
Investment
Amount Remitted
Outward from
Taiwan at BOY
Accumulated
Investment
Amount Remitted
Outward from
Taiwan at BOY
Investment Amount Remitted
Outward or Repossessed in the
Current Year
Investment Amount Remitted
Outward or Repossessed in the
Current Year
Accumulated
Investment
Amount Remitted
Outward from
Taiwan at the End
of the Year

Invested
Company’s
Current Year
Profit or Loss
(note 3)
Shareholdin
g Ratio of
Parent
Company’s
Direct or
Indirect
Investment
Investment Profit
(Loss)
Recognized in the
Current Year
(note 3)

Year-End
Investment
Carrying Amount
(note 3)
Inward Remitted
Investment Profit
as of the Current
Year
Note
Outward
Remittance
Repossession
FORMOSA
OILSEED
PROCESSING
(NINGBO)
Wholesale trading of
oil products
$ 227,590 (2)
(note 2)
$ 727,107 $ - $ - $ 727,107 ( $ 214 ) 100% ( $ 214 ) $ 290,690 $ -
Year-End Accumulated Investment Amount
Remitted Outward from Taiwan to Mainland
China
Investment Amount Approved by the Investment
Commission, MOEA (note 4)

Investment Limit in Mainland China According
to Regulations by the Investment Commission,
MOEA(note 5)
$ 727,107 $ 727,743 $ 1,978,634

Note 1: investment methods are categorized into three categories as follow, and it is acceptable to just mark the category:

  • (1) Direct investment in Mainland China.

  • (2) Reinvestment in China via companies from a third region.

  • (3) Other methods.

Note 2: the investing company from the third region is FORMOSA OIL PROCESSING (PANAMA) S.A.

Note 3: recognized based on the financial statements of the parent company in Taiwan, audited by certified public accountants during the same period.

Note 4: the Company was approved by the Investment Committee, MOEA (1999) with No. Investment -Review-II-88710679 and No. Investment-Review-II-88727883 on February 8, 1999 and October 13, 1999, and indirectly invested USD 4,910 thousands and USD 17,975 thous ands in China.

Note 5: calculated based on the limited amount regulated by the “Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China ” ordered by the Investment Committee, MOEA in August 2008.

247

FOPCO

Formosa Oilseed Processing Co., Ltd.

Information on Major Shareholders December 31, 2020

Schedule 6

Name of Major Shareholders Shares Shares
Number of Shares
Held
Shareholding
Percentage
Shin Tai Industry Co., Ltd.
Qun Sheng Fa Co., Ltd.
Cheng Xin Investment Co., Ltd.
An Da Investment Co., Ltd.
Shin Fong Trading Co., Ltd.
Guan, Yao Zhan
21,650,939
21,450,000
20,843,659
20,734,194
17,756,867
17,103,887
9.89%
9.80%
9.53%
9.48%
8.11%
7.82%
  • Note 1: the information on major shareholders in this table is based on the calculation made by the TDCC, of which the shareholders hold more than 5% of the company’s common share that was completed by non-physical payments (including treasury shares) and special shares on the last business day of the quarter-end of the current quarter. The share capital and the actual number of shares completed by non-physical payments recorded in the Company’s individual financial report may differ due to the difference in calculation basis.

248

§TABLE OF CONTENTS FOR SCHEDULES FOR

SIGNIFICANT ACCOUNTING ITEMS§

ITEM
Schedule for Assets and Liabilities
Schedule for Cash
Schedule for Financial Assets Measured at
Amortized Cost
Schedule for Notes Receivable
Schedule for Accounts Receivable
Schedule for Inventory
Schedule for Prepayments
Schedule for Investment Changes Accounted
for Using Equity Method
Schedule for Changes in Property, Plant and
Equipment
Schedule for Accumulated Depreciation in
Property, Plant and Equipment
Schedule for Changes in ROU Assets
Schedule for Changes in ROU Assets’
Accumulated Depreciation
Schedule for Deferred Tax Assets
Schedule for Short-Term Loans
Schedule for Short-Term Notes Payable
Schedule for Notes Payable
Schedule for Accounts Payable
Schedule for Other Payables
Schedule for Long-Term Loans
Schedule for Lease Liabilities
Schedule for Deferred Tax Liabilities
Schedule for Profit and Loss Items
Schedule for Operating Income
Schedule for Operating Costs
Schedule for Operating Expense
Schedule for Other Profits and Expenses Net
Value
Functional Summary Statement for Employee
Benefits, Depreciation, Amortized
Expenses
N U M B E R / I N D E X
Table 1
Note 7
Table 2
Table 3
Table 4
Note 10
Table 5
Note 12
Note 12
Table 6
Table 6
Note 22
Table 7
Note 15
Table 8
Table 9
Note 17
Table 10
Table 11
Note 22
Table 12
Table 13
Table 14
Note 21
Table 15

249

FOPCO

Formosa Oilseed Processing Co., Ltd. Schedule for Cash December 31, 2020 Table 1

Unit: NTD thousands

Item
Cash on hand and petty cash
Bank deposit
Check deposit
Demand deposit
Balance


$ 198
28,782
506,137
$ 535,117

250

Formosa Oilseed Processing Co., Ltd.

Schedule for Notes Receivable

December 31, 2020

Table 2 Unit: NTD thousands

Name ofCustomer
Vedan Enterprise Corporation
Ren Jia Ltd.
Qiu, Shi-Chong
Huang, Qi-Cheng
Yun Ji Ltd.
Other (note)
Total
Balance


$ 11,359
4,632
3,959
3,872
3,202
104,087
$ 131,111

Note: the balance for each account did not reach 5% of the balance for this item.

251

FOPCO

Formosa Oilseed Processing Co., Ltd.

Schedule for Accounts Receivable December 31, 2020

Table 3 Unit: NTD thousands

Name ofCustomers
You Mu Enterprise Co., Ltd.
Wei Lih Foods Industry Co., Ltd.
Ve Wong Corporation
Hwa Yuan Foods Co., Ltd.
Chong Hsiang Foods Industry Co., Ltd.
Other (note)
Subtract: allowance loss
Net value
Balance




$ 21,488
13,665
9,451
7,005
6,249
359,723
417,581
154
$ 417,427

Note: the balance for each account did not reach 5% of the balance for this item.

252

Formosa Oilseed Processing Co., Ltd.

Schedule for Inventory December 31, 2020

Table 4

Unit: NTD thousands

Item
In-transit inventory
Raw materials
Finished goods
Work in progress
Materials
Total
Balance Balance Balance
Costs
$ 276,118
142,390
125,920
17,808
6,824
$ 569,060
Market Price(note)








$ 357,304
161,352
141,303
21,308
6,824
$ 688,091

Note: NRV

253

FOPCO

Formosa Oils eed Process in g Co., Ltd.

Schedu le for In vest ment Changes Account ed for Us ing Equ ity Meth od

2020

Table 5

Un it : NTD th ousands, unless stated oth er wise

Invested Company
Investments accounted for
using equity method
TOP FOOD
FORMOSA OIL
PROCESSING
(PANAMA) S.A.
FU YOU AN KANG
CORP.
ZHONG XIANG
INTERNATIONAL
CORP.
CENTRAL UNION
OIL CORP.
BOY Balance
No. of Shares
(1000)
Amount
51,963
$ 705,711
24
674,268
2,591
29,315
5,000
11,806
20,000

257,928
$ 1,679,028
BOY Balance
No. of Shares
(1000)
Amount
51,963
$ 705,711
24
674,268
2,591
29,315
5,000
11,806
20,000

257,928
$ 1,679,028
IncreaseinCurrentYear
No. of Shares
(1000)
Amount
-
$ -
-
-

-
-
-
-
-

-
$ -
IncreaseinCurrentYear
No. of Shares
(1000)
Amount
-
$ -
-
-

-
-
-
-
-

-
$ -
DecreaseinCurrentYear
No. of Shares
(1000)
Amount
-
( $ 77,945 )
(
12 ) (
340,975 )
-
(
2,694 )
-
-
-
(
24,000)

($ 445,614)
DecreaseinCurrentYear
No. of Shares
(1000)
Amount
-
( $ 77,945 )
(
12 ) (
340,975 )
-
(
2,694 )
-
-
-
(
24,000)

($ 445,614)
Gains on
subsidiary
companies and
affiliated
enterprises
accounted for
using equity
method
$ 63,851

(
35,670 )

5,124
7,202

39,660

$ 80,167
Exchange
difference after
conversion in
foreign
operating
institutions’
financial
statements
$ -

(
3,231 )
-
-

-

($ 3,231)
Share of
subsidiary
companies and
affiliated
enterprises’
other
comprehensive
income,
accounted for
using equity
method
$ -


-
-
-

1,649

$ 1,649
(Un)realized
profit
$ 219
-
3
-

313)
$ 91)
Year-EndBalance Amount
$ 691,836


294,392

31,748

19,008
274,924

$ 1,311,908
Equity Net
Value
Amount
$ 694,141

294,392

31,748

19,008

275,602

$ 1,314,891
Note
No. of Shares
(1000)
51,963

24
2,591
5,000
20,000

No. of Shares
(1000)
-

-
-
-
-

No. of Shares
(1000)
-

(
12 )
-

-
-

No. of Shares
(1000)

51,963
12
2,591
5,000
20,000
Shareholding%
63
100
51
100
33




(
(
(
(
(

(



(

(




(
(







Notes 1 & 5
Notes 4 & 5
Notes 3 & 5
Note 5
Notes 2 & 5

Note 1: The d ecr eas e in curr ent year is due to th e a llocation of Top Food ’s cash d ividend.

Note 2: The d ecr eas e in curr ent year is due to th e a llocation of Centra l Un ion Oil ’s cash divid end.

Note 3: The d ecr eas e in curr ent year is due to th e a llocation of Fu You An Kan g’s cash divid end.

Note 4: The d ecr eas e in curr ent year is due to FORMOSA OIL P ROCESSING (PANAMA) S.A. ’s capital r edu ct ion.

Note 5: It is ca lcu lated based on th e in vested compan y ’s audited finan cia l statements and the Company ’s shar ehold ing rat io.

254

Formosa Oilseed Processing Co., Ltd. Schedule for Changes in ROU Assets

2020

Table 6

Unit: NTD thousands

Land Buildings Buildings Transport Transport Total
equipment
Cost
January 1, 2020 balance
$ 61,846
$ 9,073
$ 15,232
$ 86,151
Current year addition - - 930 930
Current year disposal
-
( 6,220)
( 2,169)
( 8,389)
December
31,
2020
61,846
2,853
13,993
78,692
balance
Accumulated depreciation
January 1, 2020 balance
(
2,937 )
( 1,665 ) ( 4,547 ) (
9,149 )
Current year disposal - 1,637 1,250 2,887
Depreciation expense
( 3,427)
( 885)
( 4,475)
( 8,787)
December
31,
2020
( 6,364)
( 913)
( 7,772)
( 15,049)
balance
December 31, 2020 net amount $ 55,482
$ 1,940
$ 6,221
$ 63,643

255

FOPCO

Formosa Oilseed Processing Co., Ltd. Schedule for Short-Term Loans December 31, 2020

Table 7

Unit: NTD thousands

Type(s) of loan and
creditors
Credit Loans
Agricultural Bank of
Taiwan
Corporation,
Taichung Branch

Bank SinoPac,
Fengyuan Branch

E.SUN Commercial
Bank, Chengdong
Branch

Taiwan Cooperative
Bank, Songjiang
Branch

Chang Hwa Bank
Head Office

Taiwan Cooperative
Bank, Sinjhong
Branch

Mega International
Commercial Bank,
Taipei Fuxing
Branch

First Commercial
Bank, Nanmen
Branch

Hua Nan Commercial
Bank, Ltd., Chuxu
Branch

Letter of Credit Loans
Mega International
Commercial Bank,
Taipei Fuxing
Branch

Land Bank of
Taiwan, Changan
Branch

Taiwan Cooperative
Bank, Sinjhong
Branch

Bank of Taiwan,
Taichung Harbor
Branch

Chang Hwa Bank
Head Office

Hua Nan Commercial
Bank, Ltd., Chuxu
Branch
Loan period
10.26.2020-10.24.2021
12.31.2020-01.29.2021
10.07.2020-01.04.2021
10.07.2020-01.04.2021
10.08.2020-04.05.2021
10.06.2020-04.04.2021
11.11.2020-01.09.2021
11.23.2020-01.18.2021
12.29.2020-02.26.2021
12.16.2020-03.01.2021
12.28.2020-06.26.2021
12.17.2020-03.31.2021
12.17.2020-03.31.2021
12.07.2020-02.05.2021
10.06.2020-03.30.2021
Year interest
(%)

0.81


1.03

1.10

1.00

1.12

1.00

1.05

1.10

1.15



0.72-0.73

0.90-0.96

0.89-0.95

0.86-0.87

0.94

0.82


Balance
$ 200,000
150,000
80,000
60,000
41,310
26,900
26,000
19,000
10,000
613,210
43,256
40,925
22,760
26,711
13,134
11,277
158,063
$ 771,273
Amount
financed
$200,000
250,000
200,000
350,000
380,000
300,000
228,240
130,000
163,400
228,240
57,060
300,000
171,180
380,000
163,400
Pledge or
collateral





None
None
None
None
None
None
None
None
None
None
None
None
None
None
None

256

Formosa Oilseed Processing Co., Ltd.

Schedule for Notes Payable December 31, 2020

Table 8 Unit: NTD thousands

Name of Suppliers
Guangan Transportation Co., Ltd.
Qingxiang Motor Freight Co., Ltd.
Qingyi Motor Freight Co., Ltd.
Dengshun Express Co., Ltd.
Shuicong Feeds
Other (note)
Balance


$ 654
604
468
432
314
2,696
$ 5,168

Note: the balance for each account did not reach 5% of the balance for this item.

257

FOPCO

Formosa Oilseed Processing Co., Ltd.

Schedule for Accounts Payable

December 31, 2020

Table 9 Unit: NTD thousands

Name of Suppliers
Taisun Enterprise
Kuo Hsin Poultry and Livestock Feeds Co.,
Ltd.
Shunyi Industrial Co., Ltd.
Fure Shing Can Printing Manufacturing Co.,
Ltd.
Nice Garden Co., Ltd.
Other (note)
Balance


$ 17,195
7,998
7,197
6,749
5,749
156,279
$ 201,167

Note: the balance for each account did not reach 5% of the balance for this item.

258

Formosa Oilseed Processing Co., Ltd. Schedule for Long-Term Loans December 31, 2020

Table 10

Unit: NTD thousands

Loan Creditor Banks
E.SUN Commercial Bank
Taishin International
Bank
Taiwan Cooperative Bank
Shanghai Commercial and
Savings Bank
Bank of Panhsin
Chang Hwa Bank
Mega International
Commercial Bank
Bank of Kaohsiung
Land Bank of Taiwan
Total
Credit Period
Feb 2017 – Feb
2024

May 2018-May
2021

Jun 2018-Mar2022
Mar 2019-Mar 2022
Jan 2019-Jan 2022
Mar 2019-Mar 2022
Jul 2020-Jul 2022
Mar 2020-Feb 2022
Jun 2020-Jun2022
Repayment Methods
The first installment was repaid in August 2019; every 6
months is 1 installment. The loan will be evenly amortized
in 10 installments.
From the first draw date in June 2019, such drawn amount
shall be settled on the maturity date. However, it is possible
to be applied for revolving loan according to contract
regulations.
The settlement of the amount employed this time reached the
24thmonth since March 2020.
The first installment was repaid in June 2020; every 3 months
is 1 installment. The loan will be evenly amortized in 8
installments.
The first installment was repaid in April 2020; every 3 months
is 1 installment. The loan will be averagely repaid in 8
installments. The loan principal was employed in February
2020, and the first installment was repaid in October 2020;
every 3 months is 1 installment. The loan will be evenly
amortized in 6 installments.
From the first draw date in March 2019, every 6 months is 1
installment. The loan will be averagely repaid in 6
installments. The loan principal was employed in April
2020, and the first installment was repaid in September
2020; every 6 months is 1 installment. The loan will be
evenly amortized in 4 installments.
The loan principal can be used as revolving loan within the
financing limit before the maturity date in 2022.
According to contract regulations, the loan principal can be
used as revolving loan within the financing limit from the
first draw date of the loan principal in March 2020 until
2022 before the maturity date. Each loan period cannot
exceed 180 days, and the amount drawn this time shall be
settled on the maturity date for the loan principal.
The loan principal can be used as revolving loan within the
financing limit before the maturity date in 2022.
Year
Interest
(%)
1.08
1.20
1.33
1.25
1.22
1.15
1.25
1.25
1.25
Balance Total
$ 420,000
150,000
100,000
62,500
62,500
60,000
30,000
30,000
20,000
$ 935,000
Collateral
Due within 1
year

$ 120,000
150,000
-
50,000
50,000
40,000
-
30,000

-
$ 440,000
Due over 1 year
$ 300,000
-
100,000
12,500
12,500
20,000
30,000
-

20,000
$ 495,000










Property,
plant
and
equipment
None
None
None
None
None
None
None
None

259

FOPCO

Formosa Oilseed Processing Co., Ltd. Formosa Oilseed Processing Co., Ltd. Formosa Oilseed Processing Co., Ltd.
Schedule for Lease Liabilities
December 31, 2020
Table 11 Unit: NTD thousands
Title Lease Period Discount Year-End Note
Rate Balance
Land 1/1/2017- 1.38%
$ 56,130
10/31/2037
Buildings 4/1/2016- 1.38% 1,967
3/31/2025
Transport equipment 10/7/2016-
1.08%-1.38%
5,936
12/31/2022
Subtract: those listed 6,998
under current
Lease liabilities – non- $ 57,035
current

260

Formosa Oilseed Processing Co., Ltd.

Schedule for Operating Income

2020

Table 12

Unit: NTD thousands

Item
Sales income
Soybean oil, soy flour
Feeds
Corn, oatmeal
Subtotal
Subtract: sales returns
Sales discount
Total operating income
Quantity (t)
213,241
87,287
260,850
Amount





$ 3,719,661
1,067,860
2,234,480
7,022,001
2,003
6,897
$ 7,013,101

261

FOPCO

Formosa Oilseed Processing Co., Ltd.

Schedule for Operating Costs

2020

Table 13

Unit: NTD thousands

Item
Direct raw material
BOY raw material and in-transit
inventory
Plus (subtract):
Current year incoming material
Selling of raw material
Year-end raw material and in-transit
inventory
Direct raw material consumption
Direct labor
Manufacturing expense
Manufacturing costs
Plus (subtract):
BOY work in progress
Purchased work in progress
Selling of work in progress
Year-end work in progress
Finished goods costs
Plus (subtract):
BOY finished goods and products
Purchased finished goods and products
Rendering fee
Year-end finished goods and products
Production and marketing costs
Costs for selling of raw material
Costs for selling of work in progress
Customs tax refund income
Other
Operating costs
Amount
$ 546,469
4,750,367
( 1,758,182 )
(
425,332)
3,113,322
31,298

339,068
3,483,688
28,404
16,349
(
81,463 )
(
17,808)
3,429,170
89,680
1,096,804
(
2,347 )
(
125,920)
4,487,387
1,758,182
81,463
(
12,275 )
(
50)
$ 6,314,707

262

Formosa Oilseed Processing Co., Ltd.

Schedule for Operating Expenses

2020

Table 14

Unit: NTD thousands

Salary

Freight
Import/export expenses
Depreciation
Directors’ remuneration
Expected reversal of credit
impairment loss
recognized in profit or
loss
Other (note)

Promotion
expense
Management
expense
$ 53,145 $ 68,116
86,860
29
36,751
-
4,252
9,896
-
11,112
-
-
37,835

30,905

$ 218,843
$ 120,058
Research and
development
expense
Expected
reversal of
credit
impairment
loss
recognized in
profit or loss
$ 4,371 $ -

29
-

-
-

1,220
-

-
-

- (
801 )

3,693

-

$ 9,313
($ 801)
Total














(

$ 125,632

86,918

36,751

15,368

11,112

801 )
72,433
$ 347,413

Note: the balance for each account did not reach 5% of the balance for this item.

263

FOPCO

Formosa Oilseed Processing Co., Ltd. Functional Summary Statement for Employee Benefits, Depreciation, Amortized Expenses 2020 and 2019

Table 15

Unit: NTD thousands

Employee benefits
expense
Salary expense

Labor and health
insurance expenses
Directors’
remuneration
Pension expense
Other employee
benefits expense
Depreciation expense
Amortized expense
2020 Total
$ 176,023

14,185

11,112

7,373

7,502

33,555

999
2019
Belonging to
operating
costs
$ 50,391
4,663
-
2,329
2,033
18,187
999
Belonging to
operating
expenses
$ 125,632

9,522

11,112

5,044

5,469

15,368

-
Belonging to
operating
costs
$ 46,602

4,391

-

2,214

1,879

22,837

999
Belonging to
operating
expenses
$ 114,200

9,334

8,487

4,958

5,849

15,510

-
Total
$ 160,802

13,725

8,487

7,172

7,728

38,347

999
  • Note 1: The Company’s number of employees for 2020 and 2019 are respectively 238 and 237, of which the number of directors who are not part -time employees are respectively 7 and 5.

  • Note 2: (1) The average employee benefits expense for the current year is NTD 888 thousands (“Total employee benefits expense for the current year ” – “Total directors’ remuneration” / “Numbers of employees for the current year ” – “Numbers of directors who are not part-time employees”)

    • The average employee benefits expense for the previous year was NTD 816 thousands. (“Total employee benefits expense for the previous year ” – “Total directors’ remuneration” / “Numbers of employees for the previous year ” – “Numbers of directors who are not part-time employees”)
  • (2) The average employee salary expense for the current year is NTD 762 thousands (total salary expense for the current year / “numbers of employees for the current year – directors who are not part-time employees”). The average employee salary expense for the previous year was NTD 693 thousands (total salary expense for the previous year / “numbers of employees for the previous year – directors who are not part-time employees”).

  • (3) The changes in average employee salary expense is 10% (“average employee salary expense for the current year – average employee salary expense for the previous year” / average employee salary expense for the previous year).

  • (4) The Company did not establish supervisors’ system, so there is no supervisors’ remuneration.

  • (5) The Company’s salary and remuneration policies for directors, independent directors, managers, and employees are stated as follow:

    • A. Remunerations for directors and independent directors: paid according to the “Directors, Supervisors, and Functional Commi ttees’ Remunerations Payment Plan” approved by the board of directors.

268

  • a. The directors’ remunerations are allocated according to the rules in the Company’s by-laws. Independent directors do not take part in the allocation.

  • b. Attendance fees for attending board of directors’ meetings.

  • c. Fixed amount of remunerations is paid to functional committee members every month.

  • B. Remunerations for managers: salaries for high -level managers are approved by the board of directors. Variable remunerations are paid according to the “Regulations for Managing Year-End Bonus and Annual Allocation of Employee Remunerations. ”

  • C. The employees are handled according to the Company’s related rules governing practitioners’ salary.

  • D. The Company’s Salary and Remunerations Committee evaluates on a regular basis, and sets salaries and remunerations for directors and managers.

269

FOPCO

  • VI. Facts Regarding the Company and Its Affiliated Enterprises Which Have Developed Difficult Financial Standing in Recent Year and the Period as of the Annual Report Date: None.

270

Seven. Review and analysis of financial status and Financial Performance, and the Risk Concern

I. Financial Position

Financial status review and analysis table

Year
Item
2020 2019 Difference Difference
Increase
(decrease)
amount
Change ratio
(%)
Current assets 4,158,219
4,542,984

(384,765)
(8.47)
Non-current assets 3,535,175 3,198,033 337,142
10.54
Total assets 7,693,394
7,741,017

(47,623)
(0.62)
Current liabilities 2,887,157 2,522,456 364,701
14.46
Non-current liabilities 1,073,096 1,570,132
(497,036)
(31.66)
Total liabilities 3,960,253
4,092,588

(132,335)
(3.23)
Equity 2,187,030
2,187,030

Capital reserve 121,015
121,015

Retained surplus 1,088,113 994,144
93,969
9.45
Other rights (98,435) (95,204) (3,231) 3.39
Non-controlling
interests
435,418
441,444

(6,026)

(1.37)
Total shareholders'
equity
3,733,141
3,648,429

84,712

2.32
Description of major changes:
Decrease in non-current liabilities: Mainly due to repayment of long-term loans and due to
Ningbo Formosa Oilseeds Processing Co., Ltd’s assessment of the local government's
assessment of the purchase of plant and land use rights related taxes in May 2020,
resultingin a decrease in deferred income tax liabilities.

271

FOPCO

II. Financial Performance

(I) Review and analysis table of business results

Unit: New Taiwan Dollars’000

Year
Item
2020 2019 Increase
(decrease)
amount
Change
ratio (%)
Netoperatingincome 10,213,493 10,646,506 (433,013) (4.07)
Operatingcost 9,143,081
9,633,963
(490,882) (5.10)
Original recognition of
agricultural interest
42,350
36,279

6,071

16.73
(Un)realized sales
benefits with associates
(313)
(1,119)

806

(72.03)
Operatingmargin 1,112,449 1,049,941
62,508
5.95
Operatingexpenses 604,893
604,456

437

0.07
Business interest 508,157
445,828

62,329

13.98
Non-operating income
and expenses
55,015
47,347

7,668

16.20
Pre-taxbenefits 563,172
493,175
69,997 14.19
Income tax expense 145,385
97,695

47,690

48.82
Net income 417,787 395,480 22,307 5.64
Other comprehensive
income (net)
(705)
(48,770)

48,065

(98.55)
Total comprehensive
profit and loss
417,082
346,710

70,372

20.30
Description of major changes:
1. Increased (un)realized sales benefits with related companies: Mainly due to the fact that
there are fewer unsold inventories sold by Formosa Oilseed Processing to related
associates in the current period.
2. Increase in income tax expenses: Mainly due to the increase in pre-tax profits in 2020.
3. The increase in other comprehensive gains and losses (net) and the total sum of gains and
losses: Mainly due to the fact that there is no investment evaluation loss of equity
instruments measured at fair value through other comprehensive gains and losses in 2020
and the conversion of foreign operating institutions’ financial statements because of
exchange rate changes due to reduced losses.

272

  • (II) Expected sales volume in the coming year

Unit: mt

d sales volume in the coming
year
Unit: mt
Mainproducts Estimated salesquantity
Grease products 219,944
Raw materialproducts 233,360
Feedproducts 95,386
Flourproducts 246,256
Total 794,946

Note: The estimated sales volume of the main products is based on the actual sales volume in the most recent year and the industry profile as the main factors.

  • (III) Possible impact on the company's future financial business and corresponding plans:

There will be no significant impact on the company's futurefinancial business.

III. Cash Flow Review and Analysis

(I) Liquidity analysis in the last two years

Year
Item
2020 2019 Change ratio (%)
Cash flow ratio(%) 18.09
16.32

4.14
Allowable cash flow ratio
(%)
76.23
89.36

(12.11)
Cash reinvestment ratio(%) 3.80
2.45

16.80
Analysis and explanation of the increase and decrease ratio:
1. Cash flow ratio: Mainly due to the increase in net cash inflow from
operating activities this year.
2. Allowable cash flow ratio: Mainly due to the continuous investment in
the construction of refined edible oils and fats plants this year.
3. Cash reinvestment ratio: mainly due to the increase in net cash inflow
from operatingactivities and the decrease in workingcapital thisyear

273

FOPCO

(II)Analysis of cash liquidity in the coming year

Unit: New Taiwan Dollars’000 Unit: New Taiwan Dollars’000 Unit: New Taiwan Dollars’000 Unit: New Taiwan Dollars’000
Cash at the
beginning of
the period
Balance
Expected to obtain
from business
activities
throughout the year
Net cash flow
Expected for
the whole
year
Cash outflow
Estimated
cash surplus
(insufficient)
amount
Estimated cash shortage
Remedy
Investment
plan
Financial
plan
1,225,893 600,000 800,000 1,025,893

Analysis of changes in cash flow this year:

  1. Operating activities: The Company expects stable operating scale and profitability. The operating activities for the entire year will result in net cash inflows.

  2. Investment activities: It is estimated that there will still be expenditures for asset purchases and equipment maintenance in the coming year, so the investment activities for the whole year will result in net cash outflows.

  3. Financing activities: It is expected that there will be an increase in borrowing demand in the coming year, so it is expected that the financing activities for the whole year will result in net cash inflows.

IV. Effect upon Financial Operations of Any Major Capital Expenditures during the Most Recent Fiscal Year:

In 2019, the company built a refined edible oil plant in Taichung Port District by means of leased land commission. The estimated construction cost is 1.309 billion yuan. The source of funds is supported by its own funds and increase medium- and long-term bank borrowings. The debt ratio has changed from 52.87% 2019 to 48.84% in the first quarter of 2021, which is within a reasonable range and has no significant financial impact. After the completion of the construction of the new plant, the product quality and production capacity will improve, and the company’s products will be more competitive. These changes will facilitate favorable business promotion.

V. The Re-investment Policy of the Current Year and Investment Plan within One Year Ahead:

The company’s reinvestment policy is to meet the needs of the company’s development. It mainly invests in the upstream and downstream industries of the food industry. The company’s net investment income recognized by the equity method in 2020 is NT$80,167,000, which is primarily the profits generated due to the company’s reinvestment in TOP FOOD INDUSTRY CORPORATION and CENTRAL UNION OIL CORP.

274

VI. Analysis and Assessment on Risks

  • (1) The impact of recent annual interest rate, exchange rate changes, and inflation on the company’s profits and losses and future countermeasures:

  • In recent years, market interest rates have continued to remain low. In 2020, net interest expenses (interest expenses minus interest income) accounted for 0.18% of net operating income, while net exchange benefits accounted for only 0.26% of net operating income. Therefore, changes in interest rates and exchange rates are negligible. The company is a food manufacturing industry and is less affected by inflation.

  • (2) The policies, main reasons for profit or loss, future countermeasures for engaging in high-risk, high-leverage investments, fund loans to others, endorsements, and derivative commodity transactions in the most recent years: The company has not engaged in high-risk and high-leverage investment and derivative commodity trading activities in the most recent year. The company only endorses the reinvestment business that is Taiwan Food Co., Ltd. The balance for the most recent year is NTD 2,821,000,000, accounting for 86% of the net value of the financial statements. The company's endorsement guarantee limit for a single enterprise is NTD 3,297,723,000.

  • (3) The latest annual R&D plan, the current progress of the unfinished R&D plan, the R&D expenses that need to be invested, the estimated time to complete the mass production, and the main factors affecting the success of the R&D in the future: None.

  • (4) The impact of major domestic and foreign policy and legal changes in the most recent year on the company's financial business and corresponding measures: None.

  • (5) The impact of technological changes and industrial changes on the company's financial business and corresponding measures: None.

  • (6) The impact of corporate image change on corporate crisis management and corresponding measures: None.

  • (7) Expected benefits, possible risks and countermeasures of mergers and acquisitions: None.

  • (8) Expected benefits, possible risks and corresponding measures of the expansion of the plant:

275

FOPCO

Food safety awareness has increased. In order to provide consumers with higher-quality products, the company will build a refined edible oil plant in Taichung Port in 2019 by way of leased land, which will improve product quality and production capacity. The estimated construction cost is NTD 1.309 billion. After the construction is completed, the daily refined oil production capacity is expected to reach 200 metric tons.

  • (9) Risks faced by purchase or sales concentration and corresponding measures: None.

  • (10) Directors, supervisors, or major shareholders holding more than 10% of the shares, the impact or risk of a large number of transfers or replacement of equity on the company, and corresponding measures: None.

  • (11) The impact, risks and corresponding measures of the change in operating rights on the company: None.

  • (12) Litigation or non-litigation events:

  • The company purchased low-priced oil from CHANG CHI FOODSTUFF FACTORY CO., LTD (hereinafter referred to as CHANG CHIC Corp) as raw materials, which caused the company to recover oil products derived from violations of the Food Sanitation Management Law and related litigation compensation losses. In February 2014, CHANG CHIC Corp was sued in criminal proceedings and filed a civil lawsuit for damages. The court sentenced CHANG CHIC Corp to be convicted of fraud in July 2014. The company should be jointly compensated NTD 38,307,000. CHANG CHIC Corp filed an appeal and was remanded by the Supreme Court. The court ruled that the company won the case in November 2018. CHANG CHIC Corp filed an appeal in January 2019. As of the publication date of the annual report, the court ruled that the company lost the lawsuit, and the company has discussed and filed an appeal. The company has not yet recognized the compensation gains.

  • (13) Other important risks and corresponding measures:

  • In response to the risks of information security threats, the company has formulated information security management related measures and operating rules, established a complete network and computer security protection system, protected information equipment, services, data security and compliance with laws and regulations, and ensured the smooth operation of the company. These measures improved the company's operational efficiency and competitiveness, to effectively control and maintain the function of corporate service operations. In addition, to establish the information security awareness of all colleagues, information security education training and publicity are regularly held every year based on risk factors to establish employees' information security awareness and reduce the company's information security risks.

276

VII. Other Important Matters: None.

277

FOPCO

Eight. Other Items Deserving Special Mention

  • I. Information Related to the Company’s Affiliates: Consolidated Business Report of Affiliated Enterprises (2020)

  • (I) Organization Chart of Affiliated Enterprises

==> picture [426 x 178] intentionally omitted <==

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

FORMOSA OILSEED
PROCESSING CO., LTD. (FOPCO)
100% 63.16% 100% 51%
FORMOSA OIL TOP FOOD NDUSTRY JUNG SHIANG FU YOU AN KANG CO.,
PROCESSING CORPORATION (TFOC) INTERNATIONAL CO., LTD. (FA CO., LTD.)
(PANAMA) S.A
LTD. (JS CO LTD)
(FOPCO Panama)
----- End of picture text -----

100% Ningbo FORMOSA OILSEED PROCESSING CO., LTD. (Ningbo FOPCO)

278

Summary description of affiliate enterprise organizations

1. History of each affiliated company

FORMOSA OILSEED PROCESSING CO., LTD. (controlling company) was established in 1986, and its stocks have been listed on the Taiwan Stock Exchange since September 1993. The company deals with the manufacture and sale of soybean oil (salad oil), soybean flour, flour, cereals, corn, feed, livestock products, and import and export trade business. Since October 1996, the subsidiary company TOP FOOD INDUSTRY CORPORATION Ltd. has started to operate, mainly engaged in the production and sales of flour. Therefore the controlling company has temporarily ceased the flour production business.

FORMOSA OIL PROCESSING (PANAMA) S.A (subsidiary company and controlling company holding 100% shares) was established in Panama in 1997 to specialize in the investment holding business.

TOP FOOD INDUSTRY CORPORATION Ltd. (subsidiary company, controlling company holding 63.16%) was established in 1993. After the establishment of the company, it officially started operations in October 2007, and is mainly engaged in the production and sales of flour, agricultural products and feed.

JUNG SHIANG INTERNATIONAL CO., LTD. (formerly known as Yuanhe Catering Company) (subsidiary company and controlling company holding 100% shares) was established in October 2011, and officially started operations (operating catering business) in June 2012.The company then ventured into marketing in 2018. The company is mainly engaged in the wholesale trading of edible oils and fats.

Ningbo FORMOSA OILSEED PROCESSING CO., LTD. (FOPCO Panama’ Co Ltd. holds 100% shares) was reinvested in mainland China by FOPCO Panama’ Co Ltd. in 1999. It is mainly engaged in the processing, sales and wholesale buying and selling of soybeans, rapeseed oil, oilseeds and their by-products. Since the land use rights and factory buildings were expropriated by the local government, since July, 2015 the processing and sales business is not being operated for the time being, but is only engaged in the wholesale trading business.

FU YOU AN KANG CO., LTD (a subsidiary company and controlling company holding 51% of its shares) was acquired by FORMOSA OILSEED PROCESSING CO., LTD in February 2016 for cash, mainly for the expansion of poultry breeding and agricultural product wholesale business.

279

FOPCO

  1. The relationship between the holding company of affiliated enterprises and the affiliated company:
ny:
Company Name Controlling
(subsidiary)
company
Control
(affliates)
relationship
The business of the affiliated enterprises and its
division of labor
FORMOSA OIL
PROCESSING
Co., Ltd
Controlling
Company
Shareholding
control
Manufacture and sales of soybean oil
(salad oil), soybean meal, flour,
oatmeal, corn, feed, animal products
andimport and export trade business.
FORMOSA OIL
PROCESSING
(PANAMA)S.A
Subsidiary
company
Shareholding
control
General investment business.
Ningbo FORMOSA
OIL PROCESSING
Co., Ltd
Subsidiary
company
Shareholding
control
Soybean and rapeseed oil, oilseeds
and their by-products processing
sales and wholesale trading
business.
TOP FOOD
INDUSTRY
CORPORATION
Subsidiary
company
Shareholding
control
Production and marketing of flour,
agricultural products and feed.
JUNG SHIANG
INTERNATIONAL
CO., LTD.
Subsidiary
company
Shareholding
control
Edible fats and oils wholesale
trading business.
FU YOU AN KANG
CO., LTD.
Subsidiary
company
Shareholding
control
Poultry breeding and agricultural
products wholesale business.
  1. In accordance with the "Consolidated Business Report of Affiliated Enterprises", the matters that the company should disclose are as follows:

(1) Basic information of each affiliated company: refer to attached table 1.

(2) Information on shareholders presumed to have the same control and affiliation: None.

(3) Information on directors, supervisors and general managers of each affiliated company: refer to Appendix 2.

(4) Overview of the operation of each affiliated company: refer to Appendix III.

280

Addendum 1

FORMOSA OILSEED PROCESSING CO., LTD. And Its Affliated Companies Overview of operations of Affliated Enterprises 2020

2020 2020
UnitNTDUSD
Company Name Date of
establishment
Address Paid-in Capital Main business
orproduction items
FORMOSA OIL
PROCESSING
Co., Ltd
FORMOSA OIL
PROCESSING
(PANAMA)S.A
Ningbo FORMOSA
OIL PROCESSING
Co., Ltd
TOP FOOD
NDUSTRY
CORPORATION
JUNG SHIANG
INTERNATIONAL
CO., LTD.
FU YOU AN
KANG CO., LTD.
1987.04.18
1987.10.27
1987.12.15
1994.02.23
2011.10.26
2015.11.11
No. 453, Section 1, Shatian
Road, Dadu District,
Taichung City

PANAMA MARITIME
BUILDING EAST 78
STREET, HOUSE NO.30.
SAN FRANCISCO.
PANAMA CITY,
REPUBLIC OF PANAMA
Room 809, Building A3,
R&D Park, Lane 587,
Juxian Road, Ningbo High-
tech Zone, Zhejiang
Province
No. 35, Beidi Road,
Haibinli, Qingshui District,
Taichung City
No. 453, Section 1, Shatian
Road, Dadu District,
Taichung City
No.565, Minbao Alley,
Zhenxingli, Erlin Township,
Changhua County

NT$ 2,187,030,000







US$ 11,793,000


US$ 6,880,000
NT$ 822,749,000
NT$ 50,000,000
NT$ 50,800,000
Manufacture and
sale of soybean oil
(salad oil), soybean
meal, flour,
oatmeal, corn, feed,
animal products and
import and export
trade.
General investment
business.

Production and sales
of soybeans,
rapeseed oil and
oilseeds.
Production and
marketing of flour,
agricultural products
and feed.
Edible fats and oils
wholesale trading
business.
Poultry breeding
and agricultural
products wholesale
business.

281

FOPCO

Addendum2

FORMOSA OILSEED PROCESSING CO., LTD. And Its Affliated Companies Overview of operations of Affliated Enterprises April 26[th] 2021

Unit New Taiwan Dollars’000 Share ;%

Company Name Job Title Name or Representative Shares Holding Shares Holding
Shares Shareholding
Ratoin
FORMOSA
OILSEED
PROCESSING CO.,
LTD.
Chairman of the
Board
Vice Chairman
Director
Director
Director
Director
Independent
director
Independent
director
Independent
director
Promotion Investment Co., Ltd. legal
representativeShu Yi-Cheun
TAI SHENG OCEAN
DEVELOPMENT CO., LTD. legal
representative:Lin Yueh-Ting
TAI SHENG OCEAN
DEVELOPMENT CO., LTD. legal
representative:Wu Mei-hung
MORN SUN FEED MILL CORP. legal
representative: Huang Qiang
Huaide Insurance Agent Company legal
representative:Hsu Wei-Ping
Youwei Investment Co., Ltd. legal
representative: Lin Wen-Peng
Chen Chongrui
Lu Hsin-Hwa
HuangShi-Hui

2,177,419
2,798,619
2,798,619
5,169,889
2,059,000
2,177,419
-
-
-
1.00
1.28
1.28
2.36
0.94
1.00
-
-
-
General manager Shu Yi-Cheun 1,559,865 0.71
FORMOSA OIL
ROCESSING
(PANAMA) S.A.
Chairman and
General Manager
Director
FORMOSA OILSEED PROCESSING Note1 Note1
CO., LTD. legal representative:
Sheu Jong-Ming
Lin Yueh-Ting,Shu Yi-Cheun
Ningbo FORMOSA
OILSEED
PROCESSING CO.,
LTD.
Chairman of the
board
Director and
General Manager
director
Supervisor
FORMOSA OIL PROCESSING
(PANAMA) S.A. delegation:
Lin Xinyao
Chen Borong
Sheu Jong-Ming, Shu Yi-Cheun,
Yeh Wen-lung
Kuo Chung-Yi
Note2 Note2
TOP FOOD INDUSTRY
CORPORATION
Chairman of the
board
Director
FORMOSA OILSEED PROCESSING 51,963,117 63.16

CO., LTD. legal representative:
Hsu Wen-Tung
Lin Yueh-Ting,Sheu Jong-Ming

282

Company Name Job Title Name or Representative Shares Holding Shares Holding
Shares Shareholding
Ratoin
Director MORN SUN FEED MILL CORP. legal 30,311,819 36.84

representative:
Huang Qiang,WuQingde
Supervisor
Supervisor
Zheng Wenrong
HuangYunhui
-
-
-
-
ChiefExecutive
Officer
Lin Xinyao - -
JUNG SHIANG
INTERNATIONAL
CO., LTD.(Note 3)
Chairman and
General Manager
Director
Supervisor
FORMOSA OILSEED PROCESSING 5,000,000
100
CO., LTD. legal representative:
Shu Yi-Cheun
Sheu Jong-Ming, Lin Yueh-Ting
Lee Chien-Yi
FU YOU AN KANG
CO., LTD
Chairman of the
board
Director
Director
Director and
General Manager
FORMOSA OILSEED PROCESSING 2,590,800
1,247,200
858,000



51
24.55
16.89
CO., LTD. legal representative:
Shu Yi-Cheun
Hsu Wen-Tung, Yeh Wen-lung
Xu Ming-fa
Xu Hong-li
Supervisor
Supervisor
Huang Qiang
Xu Zhi-hong
-
384,000
-
7.56

Note 1: The capital contribution is US$11,793,000, and the capital contribution ratio is 100%. Note 2: The capital contribution is USD 6,880,000, and the capital contribution ratio is 100%. Note 3: 2021.5.20

283

FOPCO

Addendum 3

FORMOSA OILSEED PROCESSING CO., LTD. And Its Affliated Companies Overview of operations of Affliated Enterprises 2020

Unit: Except for net profit per share In addition to the NT dollar, the remaining is NTD’000

Company
Name
Capital Total
assets
Total
liabilities
Net worth Operating
revenues
Operating
income
loss
Current(los
s) Income
(after tax)
Net profit
per share
(after tax)
FORMOSA
OILSEED
PROCESSING
CO., LTD.
FOPCO Panama
Ningbo
FORMOSA
OILSEED
PROCESSING
CO., LTD.
TOP FOOD
INDUSTRY
CORPORATIO
N
2,187,070
335,873
227,590
822,749
50,000
50,800
5,755,083

632,165

310,202
2,617,298

95,928

84,025
2,457,360
337,773

4,039
1,518,241

76,920
21,777
3,297,723
294,392

306,163
1,099,057

19,007

62,248
7,013,101



345,653
2,919,170

363,690

165,870

351,173
(57)

59

136,797

7,201

12,739
375,757
35,670
(214)
100,719
7,201
10,046
1.72


1.22
1.44
1.98
JUNG SHIANG
INTERNATION
AL CO., LTD
FU YOU AN
KANG CO.,
LTD

Note: US$1= NT$28.48 conversion.

284

  • (II) Consolidated financial statements of affiliate enterprises: (Same as the previous disclosure of consolidated financial statements of parent and subsidiary companies)

DECLARATION

The company’s 2020 (from January 1 to December 31, 2020) shall be included in the preparation of the consolidated financial statement. The International Financial Reporting Standard No. 10 should be included in the preparation of the consolidated financial statements of the parent and subsidiary companies. The companies that should be included in the preparation of the consolidated financial statements of the parent and subsidiary companies are all the same, and the relevant information that should be disclosed in the consolidated financial statements of the related companies has been disclosed in the consolidated financial statements of the parent and subsidiary companies. Business consolidated financial statements are no longer prepared separately.

Hereby declared

Company Name FORMOSA OILSEED PROCESSING CO., LTD.

Principal Shu Yi-Cheun

==> picture [44 x 44] intentionally omitted <==

==> picture [72 x 72] intentionally omitted <==

March 25, 2021

(III) Relationship report: None.

285

FOPCO

  • II. Private Placement of Securities Carried Out by the Company during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Printing of the Annual Report: None.

  • III. Holding or Disposal of Shares in this Company by the Company’s Subsidiaries during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Printing of the Annual Report: None.

  • IV. Other Matters That Require Additional Description: None.

  • V. Any of the Situations Listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, which Might Materially Affect Shareholders’ Equity or the Price of the Company’s Securities; Has Occurred during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Printing of the Annual Report: None.

286

FORMOSA OILSEED PROCESSING CO., LTD.

Chairman: JIN SHENG INVESTMENT LTD. SHU, YI-CHEUN

==> picture [61 x 62] intentionally omitted <==

==> picture [45 x 44] intentionally omitted <==