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FOPCO — Proxy Solicitation & Information Statement 2026
May 26, 2026
51752_rns_2026-05-26_c23a6904-f6e8-49c5-89a2-b9b720027512.pdf
Proxy Solicitation & Information Statement
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Stock Code: 1225

疏燃油脂股份有限公司
FORMOSA OILSEED PROCESSING CO., LTD.
2026 Regular Shareholders’ Meeting
Meeting Agenda
Handbook
Time: June 26, 2026
Venue: No.453, Sec. 1, Shatian Rd., Dadu Dist., Taichung City
(Meeting Room, Office Building of the Company)
Means of shareholders’ meeting: physical shareholders’ meeting
Table of Contents
Page(s)
Meeting Procedure...1
Meeting Agenda of this Regular Shareholders’ Meeting...2
I. Matters for Report...3
II. Matters for Ratification...9
III. Matters for Discussion...12
IV. Election Matters...14
V. Extempore Motion...16
Appendices
- Business Report of 2025...18
- Parent-Company Only Financial Statements and CPA audit Report...20
- Consolidated Financial Statements and CPA Audit Report...30
- Comparison Table for the Company’s “Articles of Incorporation” Before and After Amendment...41
- Directors’ Shareholding Status...43
Regulations
- Articles of Incorporation (Before Amendment)...44
- Rules of Procedure for Shareholders' Meeting...54
- Regulations Governing Election of Directors...62
1
FORMOSA OILSEED PROCESSING CO., LTD.
2026 Regular Shareholders’ meeting
Meeting Procedure
- Announcing Meeting in Session
- Welcome Speech by the Chair
- Matters for Report
- Matters for Ratification
- Matters for Discussion
- Election Matters
- Extempore Motion
- Adjournment
2
FORMOSA OILSEED PROCESSING CO., LTD.
2026 Regular Shareholders’ Meeting
Meeting Agenda
Time: June 26, 2026 (FRI) at 09:00AM
Location: No.453, Sec. 1, Shatian Rd., Dadu Dist., Taichung City (Meeting Room of the Company Building)
Convening Manner: Physical-Only Shareholders’ Meeting
- Announcing Meeting in Session (w/ Shares Represented by Attending Shareholders Reported)
- Welcome Speech by the Chair
- Matters for Report
(1). Business Report of 2025
(2). Audit Committee Review Report of 2025
(3). Employees’ and Directors’ Remuneration Distribution of the Company for 2025
(4). Cash Dividends Distribution Report of the Company
(5). Endorsement and Guarantee Report of the Company - Matters for Ratification
(1). Business Report of 2025 and Parent-Company Only and Consolidated Financial Statements.
(2). Earnings Distribution of 2025 - Matters for Discussion
The Amendment to partial articles of the Company’s “Articles of Incorporation” - Election Matters
By-election of one Independent Director of the Company. - Extempore Motion
- Adjournment
3
Matters for Report
4
【Matters for Report】
Case 1. To Report the Company’s Business Report of 2025.
Please refer to Appendix 1 in this Handbook.
(p.18-p.19)
【Matters for Report】
Case 2. Audit Committee’s Review Report for 2025.
FORMOSA OILSEED PROCESSING CO., LTD.
Audit Committee’s Review Report
The Board of Directors has prepared the business report, financial statements, and earning distribution statement for 2025 of the company, among which the financial statements have been audited and certified by CPAs Liu, Sung-Yu and Chang, Chun-Fu, SOLOMON & CO., CPAs. The aforementioned business report, financial statements, and earning distribution statement have been reviewed by our Audit Committee and found to be in compliance. In accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the required report is prepared and submitted for your review.
To
FORMOSA OILSEED PROCESSING CO., LTD.
2026 Sharholders’ Meeting
FORMOSA OILSEED PROCESSING CO., LTD.
Audit Committee Convener: HSU, CHI-JENG
March 12, 2026
【Matters for Report】
Case 3. To Report Employee’s and Directors’ Remuneration Distribution of the Company for 2025.
Explanation: The Company distributed profit in 2025 to Employee’s remuneration in NTD 9,471,081 and Director’s remuneration in NTD 9,471,081, which is all distributed in cash. 80% of the aforementioned employee compensation was allocated to frontline employees, which complies with the Company's Articles of Association stipulating that "no less than 50% should be allocated to frontline employees." The actual allocation to frontline employees this time was 1.6%, affecting approximately 196 frontline employees. The total estimated amount of compensation allocated to frontline employees is NT$7,576,865.
6
{Matters for Report}
Case 4. To Report Cash Dividends Distribution in 2025.
Explanation:
-
The company intends to allocate a cash dividend of NT$242,268,306 from the distributable profits for 2025, distributing NT$1.0 per share, rounding down to the nearest integer, and any fractional amounts less than NT$1 will be aggregated as other income for the company.
-
In the dividend’s distribution resolution, the Board of Directors will establish the ex-dividend date, the distribution date, and other related matters.
-
If the dividend’s distribution changes due to the Company's Equity alteration, affecting the outstanding share amount and altering the dividend rate, the Board of Directors will take full charge of managing it under the Company Act or other related laws and regulations.
7
8
【Matter for Report】
Case 5. To Report the Company’s Endorsement/Guarantees.
Explanation:
- The Company’s Endorsement/Guarantees as of December 31, 2025 is as follows:
| Counterparty | Endorsement/Guarantee Amount (NTD Thousand) |
|---|---|
| TOP FOOD INDUSTRY CORPORATION (Note) | 2,981,000 |
| FU YOU AN KANG CO.,LTD (Note) | 40,000 |
(Note) TOP FOOD INDUSTRY CORPORATION is a subsidy of the Company, with 63.16% of the shares held by the Company. FU YOU AN KANG CO.,LTD is a subsidy of the Company, with 51% of the shares held by the Company.
- Limits as computed per Operational Procedure for Endorsement/Guarantee of the Company are as follows:
(1) The limit for total endorsement/guarantee by the Company is NTD4,690,436thousand.
(2) The limit for endorsement/guarantee to a single domestic enterprise is NTD 3,908,697 thousand.
(3) The aforementioned limits are computed based on shareholders’ equity as disclosed in the Company’s financial statements ending on December 31, 2025.
9
Matters for Ratification
【Matters for Ratification】
Case 1
Proposed by the Board
Summary: To ratify Business Report of 2025 and Parent-Company Only and Consolidated Financial Statements.
Explanation:
1. The Company’s Business Report of 2025 as well as Parent-Company Only and Consolidated Financial Statements including balance sheet, statement of comprehensive income, statement of changes in equity and statement of cash flows audited and attested by CPAs Liu, Sung-Yu and Chang, Chun-Fu of SOLOMON & CO., CPAs have been submitted to and were, after review, determined to be correct and accurate by the Audit Committee of FORMOSA OILSEED PROCESSING CO., LTD. The reviewed report and statements are submitted to this regular shareholders’ meeting for ratification.
2. The aforementioned reports and statements are attached in Appendices 1, 2 and 3. (Pages 18 to 40 of this Meeting Agenda Handbook).
3. For your ratification.
Resolution:
11
【Matters for Ratification】
Case 2
Proposed by the Board
Summary: To ratify Earnings Distribution of 2025.
Explanation:
1. The Company’s net income after tax in 2025 is NTD 393,442,233, and an earnings distribution in accordance with the Company’s Articles of Incorporation is proposed as follows:
FORMOSA OILSEED PROCESSING CO., LTD.
Table for Earnings Distribution
2025
Unit: NTD
| Item | Amount | |
|---|---|---|
| Amounts Distributable | 449,964,158 | |
| Add: 2025 Net Income after Tax | 393,442,233 | |
| Add: Actuarial Gains Recognized as Retained Earnings | 2,709,081 | |
| Less: 10% Legal Reserve | (39,615,131) | 356,536,183 |
| Distributable Retained Earnings | 806,500,341 | |
| Less: Distributed Items | (242,268,306) | |
| Cash Dividend (NTD 1.0 per Share) | ||
| Undistributed Retained Earnings | 564,232,035 |
Chairman: Yang, Shu-Hua Manager: Chang, Chih-Pin Accounting Manager: Chin, Hui-Ju
-
In the earnings distribution resolution, distributing earnings of 2025 is proposed, an insufficient amount will be coped with the undistributed earnings of the previous year.
-
For your ratification。
Resolution:
12
Matters for Discussion
【Matters for Discussion】
Case 1
Proposed by the Board
Summary: To discuss the amendment to partial articles of the Company’s “Articles of Incorporation”.
Explanation:
1. For the future business development needs of the Company, it is proposed to amend certain provisions of the Company's Articles of Incorporation, increase the Company's capital to NT$4 billion.
2. The Comparison Table for “Articles of Incorporation” Before and After Amendment is attached in Appendix 4. (Page 41 of this Meeting Agenda Handbook).
3. For your discussion.
Resolution:
14
Election Matters
15
【Election Matters】
Case 1
Proposed by the Board
Summary: By-election of one Independent Director of the Company.
Explanation:
1. By-election of one Independent Director is intended for this shareholders’ meeting. This election will follow a candidate nomination system, with shareholders electing from a list of independent director candidates.
2. The newly elected independent director shall assume office immediately upon election and serve the remainder of the original term until the expiration of the current term, from June 26, 2026, to November 21, 2027.
3. The election of the Company’s independent directors shall be conducted by the cumulative voting method.
4. The “List of Independent Director Candidates” approved by the Board of Directors on May 11, 2026, is as follows:
FORMOSA OILSEED PROCESSING CO., LTD.
(3). Nominee List for Independent Directors
(4). (1% Shareholder Nomination)
| Title | Name | Education | Experience | Current Position | Shares Held | Justification for Continued Nomination of Independent Directors Serving Three Consecutive Terms |
|---|---|---|---|---|---|---|
| Independent Director | Chen, Szu-Ho | Fu Jen University, Bachelor’s in Law. | Managing Partner, Attorney,He Shine Attorneys-At-Law | Managing Partner, Attorney,He Shine Attorneys-At-Law | 0 share | N/A |
The above qualifications for independent director nominees were approved by the board on May 11, 2026.
Election Results:
16
Extempore Motion
Adjournment
17
Appendices
18
【Appendix 1】
FORMOSA OIL SEED PROCESSING CO., LTD.
BUSINESS REPORT OF 2025
- Management Guideline:
The Company engages mainly in processing of bulk grains including soybean oil, soybean powder, palm oil, cereal mixed feed, etc. made from raw materials matrix composed of soybean, corn, barley, wheat, etc. procured from the US, Brazil, Argentina and Australia, accounting for 80% of the total cost. The Company shall therefore grasp on trends for international raw material price and make timely adjustments to storage position to maximize storage management effectiveness. In terms of sales, in addition to cultivation in the existing commodity market, the Company makes active expansion to the overseas market with a view to integrate the group's resources utilization and attain overall marketing of business for the optimal profit.
- Implementation Results of Business Plans:
(1) The company's net operating revenue for 2025 was NT$8,912,481 thousand, a decrease of 6.40% compared to NT$9,521,521 thousand in 2024. Gross profit from operations was NT$659,298 thousand, a decrease of 3.43% compared to NT$682,740 thousand in 2024. Pre-tax net profit was NT$454,529 thousand, a increase of 12.76% compared to NT$403,095 thousand in 2024.
(2) The internal budget achievement for 2025 is as follows: the budgeted net operating revenue was NT$10,335,714 thousand, and the actual figure was NT$8,912,481 thousand, achieving a rate of 86.23%. The budgeted gross profit from operations was NT$805,970 thousand, and the actual figure was NT$659,298 thousand, achieving a rate of 81.80%. The budgeted net income from operations was NT$134,908 thousand, and the actual figure was NT$194,608 thousand, achieving a rate of 144.25%. The budgeted pre-tax net profit was NT$483,541 thousand, and the actual figure was NT$454,529 thousand, achieving a rate of 94.00%.
(3) Operating Income/Expense and Profitability:
Unit: NTD thousands
| Year Item | 2025 | 2024 | Add (Less) % | ||
|---|---|---|---|---|---|
| Operating Income/Expense | Operating Revenue | 8,912,481 | 9,521,521 | (6.40) | |
| Operating Cost | 8,255,441 | 8,836,635 | (6.58) | ||
| Gross Profit | 659,298 | 682,740 | (3.43) | ||
| Profit Before Tax | 454,529 | 403,095 | 12.76 | ||
| Profitability | Return on Assets (%) | 6.08 | 5.36 | 13.43 | |
| Return on Equity (%) | 10.56 | 9.75 | 8.31 | ||
| Ratio to Paid-in Capital (%) | Operating Profit | 10.73 | 12.98 | (17.33) | |
| Pre-tax Net Profit | 18.76 | 17.55 | 6.89 | ||
| Profit/Loss Margin Before Tax (%) | 4.41 | 3.61 | 22.16 | ||
| Earnings/Loss per Share (NTD) | 1.62 | 1.42 | 14.08 |
(4) Prospect in 2026:
The global economic landscape continues to be influenced by inflation, geopolitical tensions, and trade policies. In particular, following the inauguration of the new U.S. President Donald Trump, a series of reform initiatives have been implemented, impacting political and economic developments across nations and affecting global market stability. Amid ongoing uncertainties, global economic growth in 2026 is expected to remain steady.
As a company operating in the food processing industry, we will continue to monitor international developments closely in order to mitigate the impacts of inflation, raw material costs, international freight rates, exchange rate fluctuations, and climate change. By adopting agile operational strategies, we aim to reduce the risks arising from supply chain uncertainties.
Our operational priorities for 2026 will remain focused on core business development, ensuring food safety, expanding export markets, and integrating group resources. Adhering to our management philosophy of "Health and Sustainability, Creating a Better Future Together," we are committed to providing customers with high-quality and safe products, achieving mutually beneficial business goals, and maintaining stable profitability.
Chairman: Yang, Shu-Hua Manager: Chang, Chih-Pin Accounting Manager: Chin, Hui-Ju
20
【Appendix 2】(Parent Company-Only Financial Statements)
Accountant’s Audit Report
Formosa Oilseed Processing Co., Ltd. (FOPCO):
Opinion
FOPCO’s parent company only balance sheets for December 31, 2024 and 2025, and parent company only statements of comprehensive income from January 1 to December 31, 2024 and 2025, parent company only statements of changes in equity, parent company only statements of cash flows, and notes for parent company only 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 parent company only financial statements refers to the Guidelines for the Preparation of Financial Reports for Issuer of Securities. It is sufficient to appropriately express FOPCO’s parent company only financial situation for December 31, 2024 and 2025, and its parent company only financial performance and parent company only cash flow from January 1 to December 31, 2024 and 2025.
The Basis of Opinion
We conducted our audits entrusted by the Company in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Company Only Financial Statements section of our report in 2025. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our ethical responsibilities in accordance with these requirements. According to our audit result and other auditors’ report, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
21
Key Audit Matters
Key Audit Matters (KAMs) refers to the most important matters that, to the Accountant’s professional judgment, found in FOPCO’s 2025 parent company only financial statements audits. Such matters have been addressed to during the general forming process of the opinion for parent company only financial statements audit. The Accountant did not express separate opinions regarding such matters.
KAMs regarding FOPCO’s 2025 parent company only financial statements are stated as follow:
Impairment of inventories
FOPCO measures its cost of inventories by the lower of cost and net realizable value. When comparing the cost 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, please refer to notes 4(5) and 5 to the parent company only financial statements.
As of December 31, 2025, the amount for FOPCO’s raw material and in-transit inventory is NTD 977,060 thousand (refer to Note 6(3)), which accounts for 15.1% of total assets, and 78.3% of net inventory value in the parent company only financial statement for December 31, 2025. 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 or 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:
- 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.
- 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 to evaluate the appropriateness of its basis of opinion.
Other Matters
Among the investee companies accounted for using equity method, the financial statements were not audited by the Accountant, but by other accountants. Therefore, in the opinion to the aforementioned financial statements expressed by the Accountant, the amounts associated with those companies' financial statements and the relevant information disclosed in Note 13 were based on other accountant's audit report. The aforementioned investments accounted for using equity method as of December 31, 2024 and 2025 amounted to NTD 346,597 thousand and NTD 323,590 thousand, accounting for 5.4% and 4.2% of parent company only total assets, respectively. The share of profit or loss of associates and joint ventures accounted for using equity method for the year ended December 31, 2024 and 2025 amounted to NTD 64,882 thousand and NTD 53,669 thousand, accounting for 16.4% and 15.2% of parent company only total comprehensive income, respectively.
Management Level and Governing Body's Responsibilities for Financial Statements
The management level's responsibilities are to prepare appropriately expressed the parent company only 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 parent company only financial statements, so as to confirm that there is no misstatement due to fraud or errors in the parent company only financial statements.
When preparing parent company only financial statements, the responsibilities for the management level also include the evaluation of FOPCO's operating abilities, the disclosure of related matters, and the adoption 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.
Responsibilities for Accountants' Auditing of Parent Company Only Financial Statements
The purpose for the Accountant's auditing of parent company only financial statements is to obtain reasonable assurance about whether or not there are any significant misstatements due to fraud or errors in the parent company only 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 with the audit work performed in accordance with Standards on Auditing. Misstatements can be caused by fraud or error. If the misstatement for individual amount or aggregate could reasonably be expected to influence the economic decisions made by parent company only financial statements' users, it is considered significant.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and evaluate the risk of significant misstatements caused by fraud or error in the parent company only 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,
22
false statement, or violations of internal control, the risk of undetected significant misstatements due to fraud is higher than that of error.
-
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.
-
Evaluate the appropriateness of accounting policies adopted by the management level, and the reasonableness of its estimation and related disclosure as accountant.
-
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 believe there exists significant uncertainties in such matters or circumstances, the Accountant shall remind the parent company only financial statements’ users to pay attention to the parent company only 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.
-
Evaluate the general expression, structure, and content of parent company only financial statements (including related notes), as well as whether the parent company only financial statements appropriately expressed related transactions and matters.
-
Obtain sufficient and appropriate audit evidence about the parent company only financial information formed within FOPCO, so as to express opinion about parent company only 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 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 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 2025 parent company only 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.
SOLOMON & CO., CPAs
Financial-Supervisory-Securities-VI-0960003779
Approval number of the competent authority
Financial-Supervisory-Securities-Auditing-10803027
24
CPA: LU,SUNG-YU
CPA: CHANG,CHUN-FU
M a r c h 1 2 , 2 0 2 6
Formosa Oilseed Processing Co., Ltd.
Individual Balance Sheets
December 31, 2024 and 2025
Unit: NTD thousands
| Code | Assets | Note | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivai 4 and 6(1) | $ 590,708 | 9.1 | $ 1,540,076 | 20.0 | |
| 1150 | Notes receivables | 4 and 6(2) | 166,354 | 2.6 | 154,253 | 2.0 |
| 1160 | Notes receivables - r&, 6(2), and 7 | 5,810 | 0.1 | 3,941 | 0.1 | |
| 1170 | Accounts receivables | 4 and 6(2) | 638,617 | 9.9 | 620,818 | 8.0 |
| 1180 | Accounts receivables4, 6(2), and 7 | 279,357 | 4.3 | 447,238 | 5.8 | |
| 1200 | Other receivables | 3,822 | 0.1 | 27,493 | 0.4 | |
| 1210 | Other receivables - re | 7 | 205 | - | 41,408 | 0.5 |
| 130X | Inventories | 4 and 6(3) | 1,247,254 | 19.3 | 1,022,597 | 13.3 |
| 1410 | Prepayments | 7 | 13,753 | 0.2 | 19,455 | 0.2 |
| 1470 | Other current assets | 8 | 6,883 | 0.1 | 403,612 | 5.2 |
| 11XX | Total current assets | 2,952,763 | 45.7 | 4,280,891 | 55.5 | |
| Non-current assets | ||||||
| 1550 | Investments accountex 4 and 6(4) | 1,377,253 | 21.2 | 1,230,851 | 15.9 | |
| 1600 | Property, plant and e&, 6(5), and 8 | 1,986,062 | 30.7 | 2,036,687 | 26.4 | |
| 1755 | Right-of-use assets | 4 and 6(6) | 106,925 | 1.7 | 136,117 | 1.8 |
| 1780 | Intangible assets | 4 | 7,966 | 0.1 | 3,677 | - |
| 1840 | Deferred tax assets | 4 and 6(15) | 11,358 | 0.2 | 12,967 | 0.2 |
| 1920 | Guaranteed deposits p | 8 | 16,015 | 0.3 | 9,225 | 0.1 |
| 1975 | Net defined benefit as 4 and 6(9) | 1,034 | - | - | - | |
| 1990 | Other non-current ass | 7 | 7,171 | 0.1 | 6,512 | 0.1 |
| 15XX | Total non-current assets | 3,513,784 | 54.3 | 3,436,036 | 44.5 | |
| 1XXX | Total assets | $ 6,466,547 | 100.0 | $ 7,716,927 | 100.0 | |
| Code | Liabilities | |||||
| and equity | Note | Amount | % | Amount | % | |
| Current liabilities | ||||||
| 2100 | Short-term borrowing 4 and 6(7) | $ 1,420,575 | 22.0 | $ 2,211,067 | 28.7 | |
| 2100 | Short-term bills payab | 6(8) | - | - | 199,585 | 2.6 |
| 2150 | Notes payables | 3,999 | 0.1 | 3,993 | - | |
| 2170 | Accounts payables | 241,608 | 3.7 | 213,100 | 2.8 | |
| 2180 | Accounts payables - r | 7 | 79,896 | 1.2 | 74,696 | 1.0 |
| 2219 | Other payables | 141,717 | 2.2 | 148,300 | 1.9 | |
| 2230 | Current tax liabilities 4 and 6(15) | 43,446 | 0.7 | 28,573 | 0.4 | |
| 2280 | Lease liabilities - curre 4 and 6(6) | 6,059 | 0.1 | 6,696 | 0.1 | |
| 2320 | Long-term borrowings 4 and 6(7) | 160,000 | 2.5 | 610,000 | 7.9 | |
| 2399 | Other current liabilities | 1,704 | - | 1,594 | - | |
| 21XX | Total current liabilities | 2,099,004 | 32.5 | 3,497,604 | 45.4 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings 4 and 6(7) | 255,000 | 3.9 | 440,000 | 5.7 | |
| 2570 | Deferred tax liabilities 4 and 6(15) | 97,227 | 1.5 | 96,499 | 1.3 | |
| 2580 | Lease liabilities - non- 4 and 6(6) | 104,520 | 1.6 | 134,820 | 1.7 | |
| 2640 | Net defined benefit lia 4 and 6(9) | - | - | 2,339 | - | |
| 2645 | Guaranteed deposits received | 2,099 | - | 2,092 | - | |
| 25XX | Total non-current liabilities | 458,846 | 7.0 | 675,750 | 8.7 | |
| 2XXX | Total liabilities | 2,557,850 | 39.5 | 4,173,354 | 54.1 | |
| Equity attributable to ov 4 and 6(10) | ||||||
| 3110 | Ordinary share capital - NTD 10 per share | 2,422,683 | 37.5 | 2,296,382 | 29.8 | |
| 3200 | Capital surplus | 124,579 | 1.9 | 123,659 | 1.6 | |
| Retained earnings | ||||||
| 3310 | Legal reserve | 413,200 | 6.4 | 378,426 | 4.9 | |
| 3320 | Special reserve | 200,454 | 3.1 | 200,454 | 2.6 | |
| 3350 | Unappropriated earnings | 846,116 | 13.1 | 643,189 | 8.3 | |
| 3300 | Total retained earnings | 1,459,770 | 22.6 | 1,222,069 | 15.8 | |
| 3400 | Other equity | 6(10) | (98,335) | (1.5) | (98,537) | (1.3) |
| 3XXX | Total equity | 3,908,697 | 60.5 | 3,543,573 | 45.9 | |
| Total liabilities and equity | $ 6,466,547 | 100.0 | $ 7,716,927 | 100.0 |
The notes attached are part of this individual financial statement.
Formosa Oilseed Processing Co., Ltd.
Individual Statement of Comprehensive Income
January 1 to December 31, 2024 and 2025
Unit: NTD thousands;
EPS in NTD
| Code | Item | Note | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4100 | Sales revenue, net | 4 and 6(11) | $ 8,911,359 | 100.0 | $ 9,520,528 | 100.0 |
| 4800 | Other operating revenue | 4 and 6(11) | 1,122 | — | 993 | — |
| 4000 | Total operating revenue | 8,912,481 | 100.0 | 9,521,521 | 100.0 | |
| 5110 | Cost of goods sold | 8,255,441 | 92.6 | 8,836,635 | 92.8 | |
| 5900 | Gross profit from operation | 657,040 | 7.4 | 684,886 | 7.2 | |
| 5910 | Realized (unrealized) gains on sales with associates | 2,258 | — | (2,146) | — | |
| 5950 | Realized gross profit from operation | 659,298 | 7.4 | 682,740 | 7.2 | |
| Operating expenses | 6(12) and 7 | |||||
| 6100 | Promotion expenses | 260,508 | 2.9 | 236,092 | 2.5 | |
| 6200 | Management expenses | 122,748 | 1.4 | 131,317 | 1.4 | |
| 6300 | Research and development expenses | 15,692 | 0.2 | 17,612 | 0.2 | |
| 6450 | Expected credit losses (reversal gains) | 4 and 6(2) | 429 | — | (370) | — |
| 6000 | Total operating expenses | 399,377 | 4.5 | 384,651 | 4.1 | |
| 6900 | Operating profit | 259,921 | 2.9 | 298,089 | 3.1 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 4,217 | 0.1 | 5,985 | — | |
| 7110 | Rent income | 756 | — | 396 | — | |
| 7190 | Other income | 10,841 | 0.1 | 23,920 | 0.2 | |
| 7020 | Other gains and losses | 6(13) | 38,115 | 0.4 | 15,075 | 0.2 |
| 7070 | Profit of associates and subsidiaries accounted for using equity method | 187,722 | 2.1 | 110,463 | 1.2 | |
| 7510 | Finance costs | 6(14) | (47,043) | (0.5) | (50,833) | (0.5) |
| 7000 | Total non-operating income and expenses | 194,608 | 2.2 | 105,006 | 1.1 | |
| 7900 | Net profit before tax | 454,529 | 5.1 | 403,095 | 4.2 | |
| 7950 | Income tax expenses | 4 and 6(15) | (61,087) | (0.7) | (59,109) | (0.6) |
| 8200 | Net profit | 393,442 | 4.4 | 343,986 | 3.6 | |
| Other comprehensive income | ||||||
| 8310 | Items that will not be reclassified to profit or loss | |||||
| 8311 | Remeasurement of defined benefit plan | 4 and 6(9) | 3,386 | — | 4,693 | — |
| 8349 | Income taxes related to items that will not be reclassified to profit or loss | 6(15) | (677) | — | (939) | — |
| 2,709 | — | 3,754 | — | |||
| 8360 | Items that may be subsequently reclassified to profit or loss | |||||
| 8361 | Exchange differences on translation of foreign financial statements. | 202 | — | 4,681 | — | |
| 8300 | Total other comprehensive income (net of tax) | 2,911 | — | 8,435 | — | |
| 8500 | Total comprehensive income | $ 396,353 | 4.4 | $ 352,421 | 3.6 | |
| Earnings per share | 6(16) | |||||
| 9710 | Basic earnings per share | $ 1.62 | $ 1.42 | |||
| 9810 | Diluted earnings per share | $ 1.62 | $ 1.42 |
(Continued)
Formosa Oilseed Processing Co., Ltd.
Individual Statements of Changes in Equity
January 1 to December 31, 2024 and 2025
Unit: NTD thousands;
| Equity attributable to owners of the parent company | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained | earnings | Other equity | Total | |||||
| Number of shares | Ordinary share capital | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translation of foreign financial statements. | |||
| A1 | Balance as of January 1, 2024 | 229,638 | $ 2,296,382 | $ 123,145 | $ 341,559 | $ 200,454 | $ 653,809 | $ (103,218) | $ 3,512,131 |
| Appropriation and distribution of earnings | |||||||||
| B1 | Legal reserve | — | — | — | 36,867 | — | (36,867) | — | — |
| B5 | Ordinary shareholder’s cash dividend – NTD 1.40 p | — | — | — | — | — | (321,493) | — | (321,493) |
| — | — | — | 36,867 | — | (358,360) | — | (321,493) | ||
| C17 | Shareholder’s overdue unclaimed dividends | — | — | 514 | — | — | — | — | 514 |
| D1 | 2024 net profit | — | — | — | — | — | 343,986 | — | 343,986 |
| D3 | 2024 other comprehensive income | — | — | — | — | — | 3,754 | 4,681 | 8,435 |
| D5 | 2024 total comprehensive income | — | — | — | — | — | 347,740 | 4,681 | 352,421 |
| Z1 | Balance as of December 31, 2024 | 229,638 | $ 2,296,382 | $ 123,659 | $ 378,426 | $ 200,454 | $ 643,189 | $ (98,537) | $ 3,543,573 |
| A1 | Balance as of January 1, 2025 | 229,638 | $ 2,296,382 | $ 123,659 | $ 378,426 | $ 200,454 | $ 643,189 | $ (98,537) | $ 3,543,573 |
| Appropriation and distribution of earnings | |||||||||
| B1 | Legal reserve | — | — | — | 34,774 | — | (34,774) | — | — |
| B5 | Ordinary shareholder’s cash dividend – NTD 0.14 p | — | — | — | — | — | (32,149) | — | (32,149) |
| B9 | Ordinary shareholder’s stock dividend – NTD 0.55 I | 12,630 | 126,301 | — | — | — | (126,301) | — | — |
| 12,630 | 126,301 | — | 34,774 | — | (193,224) | — | (32,149) | ||
| C17 | Shareholder’s overdue unclaimed dividends | — | — | 920 | — | — | — | — | 920 |
| D1 | 2025 net profit | — | — | — | — | — | 393,442 | — | 393,442 |
| D3 | 2025 other comprehensive income | — | — | — | — | — | 2,709 | 202 | 2,911 |
| D5 | 2025 total comprehensive income | — | — | — | — | — | 396,151 | 202 | 396,353 |
| Z1 | Balance as of December 31, 2025 | 242,268 | $ 2,422,683 | $ 124,579 | $ 413,200 | $ 200,454 | $ 846,116 | $ (98,335) | $ 3,908,697 |
The notes attached are part of this parent company only financial statement.
EPS in NTD
Formosa Oilseed Processing Co., Ltd.
Individual Statements of Cash Flows
January 1 to December 31, 2024 and 2025
| Code | Cash flows from operating activities: | Unit: NTD thousands | |
|---|---|---|---|
| 2025 | 2024 | ||
| A10000 | Net profit before tax | $ 454,529 | $ 403,095 |
| A20010 | Income and expenses items | ||
| A20100 | Depreciation expenses | 78,046 | 79,601 |
| A20200 | Amortization expenses | 3,682 | 3,010 |
| A20300 | Expected credit losses (reversal gains) | 429 | (370) |
| A20900 | Interest expenses | 47,043 | 50,833 |
| A21200 | Interest income | (4,217) | (5,985) |
| A22300 | Profit of associates accounted for using equity method | (187,722) | (110,463) |
| A22500 | Gains on disposal of property, plant and equipment | (177) | (200) |
| A22700 | Loss (gain) on lease modification | (2,057) | — |
| A23900 | Unrealized (realized) gains on sales with associates | (2,258) | 2,146 |
| A30000 | Net changes in assets associated with operating activities | ||
| A31130 | Notes receivables | (12,101) | 32,386 |
| A31140 | Notes receivables - related parties | (1,869) | 1,218 |
| A31150 | Accounts receivables | (18,228) | (74,132) |
| A31160 | Accounts receivables - related parties | 167,881 | 36,736 |
| A31180 | Other receivables | 23,674 | (13,297) |
| A31190 | Other receivables - related parties | 41,203 | (41,060) |
| A31200 | Inventories | (224,657) | 238,376 |
| A31230 | Prepayments | 5,702 | 34,972 |
| A31240 | Other current assets | — | (269) |
| A32130 | Notes payables | 6 | (641) |
| A32150 | Accounts payables | 28,508 | 24,780 |
| A32160 | Accounts payables - related parties | 5,200 | (34,449) |
| A32180 | Other payables | (4,751) | 21,380 |
| A32230 | Other current liabilities | 110 | 63 |
| A32240 | Net defined benefit liabilities | 13 | (534) |
| A33000 | Cash generated from (used in) operations | 397,989 | # 647,196 |
| A33100 | Interests received | 4,214 | 5,526 |
| A33300 | Interests paid | (48,875) | (49,135) |
| A33500 | Income taxes paid | (44,554) | (45,846) |
| AAAA | Net cash inflow (outflow) from operating activities | 308,774 | 557,741 |
(next page)
28
(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities: | |||
| B02700 | Acquisition of property, plant and equipment | (19,655) | (23,373) |
| B03700 | Increase in guaranteed deposits paid | (6,790) | (2,846) |
| B04500 | Acquisition of intangible assets | (4,015) | (1,018) |
| B06700 | Increase in other non-current assets | (5,307) | (2,846) |
| B07600 | Dividends obtained from associates | 44,000 | 90,767 |
| B09900 | Decrease (increase) in restricted deposits | 396,729 | (403,327) |
| BBBB | Net cash inflow (outflow) from investment activities | 404,962 | (342,643) |
| Cash flows from financing activities: | |||
| C00100 | Increase (decrease) in short-term borrowings | (790,492) | 762,964 |
| C00500 | Decrease in short-term bills payables | (199,585) | 199,585 |
| C01600 | Increase in long-term borrowings | 200,000 | 1,120,000 |
| C01700 | Repayments of long-term borrowings | (835,000) | (1,050,000) |
| C03000 | Increase in guaranteed deposits received | 7 | 15 |
| C04020 | Repayments of principal of lease liabilities | (6,805) | (6,809) |
| C04500 | Cash dividends distributed | (32,149) | (321,493) |
| C09900 | Shareholder's overdue unclaimed dividends | 920 | 514 |
| CCCC | Net cash inflow (outflow) from financing activities | (1,663,104) | 704,776 |
| EEEE | Increase (decrease) in cash and cash equivalents | (949,368) | 919,874 |
| E00100 | Beginning balance of cash and cash equivalents | 1,540,076 | 620,202 |
| E00200 | Ending balance of cash and cash equivalents | $ 590,708 | $ 1,540,076 |
The notes attached are part of this individual financial statement.
30
【Appendix 3】(Consolidated Financial Statement)
Accountant’s Audit Report
Formosa Oilseed Processing Co., Ltd. (FOPCO):
Opinion
The consolidated balance sheets for December 31, 2024 and 2025 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, 2024 and 2025, 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 Standards, 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, 2024 and 2025, and its consolidated financial performance and consolidated cash flow from January 1 to December 31, 2024 and 2025.
The Basis of Opinion
We conducted our audits entrusted by the Group in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 2025 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 2025 consolidated financial statements are stated as follow:
Impairment of inventories
The Formosa Group measures its cost of inventories by the lower of cost and net realizable value. When comparing the cost 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 to the consolidated financial statements.
As of December 31, 2025, the amount for the Formosa Group’s raw material and in-transit inventory is NTD 1,402,478 thousand (refer to Note 6(4)), which accounts for 17.1% of total assets, and 79.8% of net inventory value of the consolidated financial statement for December 31, 2025. 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 or 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:
- 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.
- Obtained 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 to evaluate the appropriateness of its basis of opinion.
Other Matters
Among the investee companies accounted for using equity method, the financial statements were not audited by the Accountant, but by other accountants. Therefore, in the opinion to the aforementioned financial statements expressed by the Accountant, the amounts associated with those companies’ financial statements and the relevant information disclosed in Note 13 were based on other accountant’s audit report. The aforementioned investments accounted for using equity method as of December 31, 2024 and 2025 amounted to NTD 346,597 thousand and NTD 323,590 thousand, accounting for 4.2% and 3.2% of consolidated total assets, respectively. The share of profit or loss of associates and joint ventures accounted for using equity method for the year ended December 31, 2025 and 2024 amounted to NTD 64,882 thousand and NTD 53,669 thousand, accounting for 13.7% and 13.4% of consolidated total comprehensive income, respectively.
Formosa Oilseed Processing Co., Ltd had already prepared the parent company only financial statements for 2025 and 2024, and the Accountant has issued an unqualified opinion audit report with other matters paragraph as on record for reference.
31
32
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 that 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 errors in the consolidated financial statements.
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 about 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 with the audit work performed in accordance with Standards on Auditing. Misstatements can be caused by fraud or error. If the misstatement for individual amount or aggregate could reasonably be expected to influence the economic decisions made by consolidated financial statements' users, it is considered significant.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- 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.
- 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 the Formosa Group's efficacy for internal control.
- Evaluate the appropriateness of accounting policies adopted by the management level, and the reasonableness of its estimation and related disclosure as accountant.
-
- 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 believe there exists significant uncertainties in such matters or circumstances, the Accountant shall remind the consolidated financial 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.
-
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.
-
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 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 the Formosa Group's 2025 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 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.
33
SOLOMON & CO., CPAs
Financial-Supervisory-Securities-VI-0960003779
Approval number of the competent authority
Financial-Supervisory-Securities-Auditing-10803027
27
CPA: LU,SUNG-YU
CPA: CHANG,CHUN-FU
M a r c h 1 2 , 2 0 2 6
34
Formosa Oilseed Processing Co., Ltd. & Subsidiary Companies
Consolidated Balance Sheets
December 31, 2024 and 2025
Unit: NTD thousands
| Code | Assets | Note | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4 and 6(1) | $ 1,165,346 | 14.2 | $ 2,291,593 | 22.9 |
| 1150 | Notes receivables | 4, 6(3), and 6(13) | 306,024 | 3.7 | 346,550 | 3.4 |
| 1160 | Notes receivables - related parties | 4, 6(3), and 7 | - | - | 10 | - |
| 1170 | Accounts receivables | 4, 6(3), and 6(13) | 1,072,062 | 13.1 | 1,181,172 | 11.8 |
| 1180 | Accounts receivables - related parties | 4, 6(3), and 7 | 271,230 | 3.3 | 257,370 | 2.6 |
| 1200 | Other receivables | 6,045 | 0.1 | 31,153 | 0.3 | |
| 1210 | Other receivables - related parties | 7 | - | - | 40,983 | 0.4 |
| 1220 | Current tax assets | 4 | 1,566 | - | 5 | - |
| 130X | Inventories | 4 and 6(4) | 1,758,304 | 21.5 | 1,712,711 | 17.1 |
| 1410 | Prepayments | 20,893 | 0.3 | 26,992 | 0.3 | |
| 1479 | Other current assets | 8 | 6,906 | 0.1 | 403,612 | 4.0 |
| 11XX | Total current assets | 4,608,376 | 56.3 | 6,292,151 | 62.8 | |
| Non-current assets | ||||||
| 1535 | Financial assets at amortized cost | 4, 6(2), and 8 | 35,000 | 0.4 | 35,084 | 0.4 |
| - non-current | ||||||
| 1550 | Investments accounted for using equity method | 4 and 6(6) | 346,597 | 4.2 | 323,590 | 3.2 |
| 1600 | Property, plant and equipment | 4, 6(7), and 8 | 2,932,952 | 35.8 | 3,058,958 | 30.5 |
| 1755 | Right-of-use assets | 4 and 6(8) | 203,629 | 2.5 | 238,190 | 2.4 |
| 1780 | Intangible assets | 4 | 7,966 | 0.1 | 3,677 | - |
| 1830 | Biological assets | 4 and 6(9) | 250 | - | 12,610 | 0.1 |
| 1840 | Deferred tax assets | 4 and 6(17) | 12,207 | 0.2 | 13,755 | 0.2 |
| 1920 | Guaranteed deposits paid | 29,023 | 0.4 | 29,848 | 0.3 | |
| 1975 | Net defined benefit assets | 4 and 6(11) | 1,034 | - | - | - |
| 1990 | Other non-current assets | 8,932 | 0.1 | 7,747 | 0.1 | |
| 15XX | Total non-current assets | 3,577,590 | 43.7 | 3,723,459 | 37.2 | |
| 1XXX | Total assets | $ 8,185,966 | 100.0 | $ 10,015,610 | 100.0 | |
| Code | Liabilities and equity | Note | Amount | % | Amount | % |
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 6(10) | $ 1,915,674 | 23.4 | $ 3,301,597 | 33.0 |
| 2110 | Short-term bills payables | 6(10) | - | - | 279,191 | 2.8 |
| 2150 | Notes payables | 4,054 | 0.1 | 6,618 | 0.1 | |
| 2170 | Accounts payables | 273,956 | 3.3 | 243,194 | 2.4 | |
| 2180 | Accounts payables - related parties | 7 | 28,338 | 0.4 | 18,159 | 0.2 |
| 2219 | Other payables | 244,165 | 3.0 | 237,764 | 2.4 | |
| 2220 | Other payables - related parties | 7 | 369 | - | 676 | - |
| 2230 | Current tax liabilities | 4 | 74,913 | 0.9 | 55,582 | 0.5 |
| 2280 | Lease liabilities - current | 4, 6(8), and 7 | 11,109 | 0.1 | 11,916 | 0.1 |
| 2320 | Long-term borrowings, current portion | 4, 6(10), and 8 | 292,727 | 3.6 | 611,818 | 6.1 |
| 2399 | Other current liabilities | 7,206 | 0.1 | 4,147 | - | |
| 21XX | Total current liabilities | 2,852,511 | 34.9 | 4,770,662 | 47.6 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 4, 6(10), and 8 | 605,000 | 7.4 | 922,727 | 9.2 |
| 2570 | Deferred tax liabilities | 4 and 6(17) | 97,227 | 1.2 | 96,499 | 1.0 |
| 2580 | Lease liabilities - non-current | 4, 6(8), and 7 | 200,649 | 2.5 | 235,689 | 2.4 |
| 2640 | Net defined benefit liabilities | 4 and 6(11) | - | - | 2,339 | - |
| 2645 | Guaranteed deposits received | 2,099 | - | 2,092 | - | |
| 25XX | Total non-current liabilities | 904,975 | 11.1 | 1,259,346 | 12.6 | |
| 2XXX | Total liabilities | 3,757,486 | 46.0 | 6,030,008 | 60.2 | |
| Equity attributable to owners of the parent company | ||||||
| 3100 | Share capital | 6(12) | ||||
| 3110 | Ordinary share capital - NTD 10 per share | 2,422,683 | 29.6 | 2,296,382 | 22.9 | |
| 3200 | Capital surplus | 124,579 | 1.5 | 123,659 | 1.3 | |
| 3300 | Retained earnings | |||||
| 3310 | Legal reserve | 413,200 | 5.1 | 378,426 | 3.8 | |
| 3320 | Special reserve | 200,454 | 2.4 | 200,454 | 2.0 | |
| 3350 | Unappropriated earnings | 846,116 | 10.3 | 643,189 | 6.4 | |
| 3300 | Total retained earnings | 1,459,770 | 17.8 | 1,222,069 | 12.2 | |
| 3400 | Other equity | 6(12) | (98,335) | (1.2) | (98,537) | (1.0) |
| 31XX | Total equity attributable to owners of the parent company | 3,908,697 | 47.7 | 3,543,573 | 35.4 | |
| 36XX | Non-controlling interests | 519,783 | 6.3 | 442,029 | 4.4 | |
| 3XXX | Total equity | 6(12) | 4,428,480 | 54.0 | 3,985,602 | 39.8 |
| Total liabilities and equity | $ 8,185,966 | 100.0 | $ 10,015,610 | 100.0 |
The notes attached are part of this consolidated financial statement.
Formosa Oilseed Processing Co., Ltd. & Subsidiary Companies
Consolidated Statement of Comprehensive Income
January 1 to December 31, 2024 and 2025
Unit: NTD thousands;
EPS in NTD
| Code | Item | Note | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Operating revenue | 4, 6(13), and 7 | |||||
| 4100 | Sales revenue, net | 12,042,476 | 99.9 | 12,855,200 | 100.0 | |
| 4660 | Processing revenue | 11,316 | 0.1 | 2,889 | - | |
| 4610 | Other operating revenue | 1,125 | - | 998 | - | |
| 4000 | Total operating revenue | 12,054,917 | 100.0 | 12,859,087 | 100.0 | |
| Operating costs | ||||||
| 5110 | Cost of goods sold | 6(4), 6(14), and 7 | 10,949,303 | 90.8 | 11,792,866 | 91.7 |
| 5000 | Total operating costs | 10,949,303 | 90.8 | 11,792,866 | 91.7 | |
| 5850 | Gains on initial recognition of agricultural products | 6(9) | 64,139 | 0.5 | 50,999 | 0.4 |
| 5900 | Gross profit from operation | 1,169,753 | 9.7 | 1,117,220 | 8.7 | |
| 5910 | Realized (unrealized) gains on sales with associates | 2,125 | - | (2,100) | - | |
| 5950 | Realized gross profit from operation | 1,171,878 | 9.7 | 1,115,120 | 8.7 | |
| Operating expenses | 6(14) and 7 | |||||
| 6100 | Promotion expenses | 387,052 | 3.2 | 386,054 | 3.0 | |
| 6200 | Management expenses | 211,168 | 1.8 | 212,337 | 1.7 | |
| 6300 | Research and development expenses | 42,697 | 0.4 | 43,255 | 0.3 | |
| 6450 | Expected credit losses (reversal gains) | 6(3) | 4,091 | - | (1,630) | - |
| 6000 | Total operating expenses | 645,008 | 5.4 | 640,016 | 5.0 | |
| 6900 | Operating profit | 526,870 | 4.3 | 475,104 | 3.7 | |
| Non-operating income and expenses | ||||||
| 7100 | Interest income | 10,446 | 0.1 | 10,224 | 0.1 | |
| 7110 | Rent income | 7 | 1,506 | - | 1,205 | - |
| 7190 | Other income | 10,155 | 0.1 | 25,790 | 0.2 | |
| 7020 | Other gains and losses | 6(15) | 44,159 | 0.4 | 13,041 | 0.1 |
| 7060 | Profit of associates accounted for using equity method | 6(6) | 64,882 | 0.5 | 53,669 | 0.4 |
| 7510 | Finance costs | 6(16) and 7 | (78,136) | (0.6) | (77,611) | (0.6) |
| 7000 | Total non-operating income and expenses | 53,012 | 0.5 | 26,318 | 0.2 | |
| 7900 | Net profit before tax | 579,882 | 4.8 | 501,422 | 3.9 | |
| 7950 | Income tax expenses | 4 and 6(17) | 108,686 | 0.9 | 108,948 | 0.8 |
| 8200 | Net profit | 471,196 | 3.9 | 392,474 | 3.1 |
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(Continued)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| Other comprehensive income | |||||
| 8310 | Items that will not be reclassified to profit or loss | ||||
| 8311 | Remeasurement of defined benefit plan | 4 and 6(11) | 3,386 | - | 4,693 |
| 8349 | Income taxes related to items that will not be reclassified to profit or loss | 6(17) | (677) | - | (939) |
| 2,709 | - | 3,754 | |||
| 8360 | Items that may be subsequently reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements. | 202 | - | 4,681 | |
| 8300 | Total other comprehensive income (net of tax) | 2,911 | - | 8,435 | |
| 8500 | Total comprehensive income | $ 474,107 | 3.9 | $ 400,909 | |
| 8600 | Net profit (loss) attributable to | ||||
| 8610 | Owners of the parent company | $ 393,442 | 3.3 | $ 343,986 | |
| 8620 | Non-controlling interests | 77,754 | 0.6 | 48,488 | |
| $ 471,196 | 3.9 | $ 392,474 | |||
| 8700 | Total comprehensive income attributable to | ||||
| 8710 | Owners of the parent company | $ 396,353 | 3.3 | $ 352,421 | |
| 8720 | Non-controlling interests | 77,754 | 0.6 | 48,488 | |
| 8700 | $ 474,107 | 3.9 | $ 400,909 | ||
| Earnings per share | 6(18) | ||||
| 9710 | Basic earnings per share | $ 1.62 | $ 1.42 | ||
| 9810 | Diluted earnings per share | $ 1.62 | $ 1.42 |
Formosa Oilseed Processing Co., Ltd. & Subsidiary Companies
Consolidated Statement of Changes in Equity
January 1 to December 31, 2024 and 2025
Unit: NTD thousands;
EPS in NTD
Equity attributable to owners of the parent company
| Share capital | Retained earnings | Other equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Ordinary share capital | 待分配股票股利 | Capital surplus | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences on translation of foreign financial statements. | Total | Non-controlling interests | ||
| A1 | Balance as of January 1, 2024 Appropriation and distribution of earnings | 229,638 | $ 2,296,382 | $ - | $ 123,145 | $ 341,559 | $ 200,454 | $ 653,809 | $ (103,218) | $ 3,512,131 | $ 420,822 |
| B1 | Legal reserve | - | - | - | - | 36,867 | - | (36,867) | - | - | - |
| B5 | Ordinary shareholder's cash dividend – NTD 1.40 per share | - | - | - | - | - | - | (321,493) | - | (321,493) | - |
| C17 | Shareholder's overdue unclaimed dividends | - | - | - | 514 | - | - | - | - | 514 | - |
| D1 | 2024 net profit | - | - | - | - | - | - | 343,986 | - | 343,986 | 48,488 |
| D3 | 2024 other comprehensive income | - | - | - | - | - | - | 3,754 | 4,681 | 8,435 | - |
| D5 | 2024 total comprehensive income | - | - | - | - | - | - | 347,740 | 4,681 | 352,421 | 48,488 |
| C1 | Decrease in non-controlling interests | - | - | - | - | - | - | - | - | - | (27,281) |
| Z1 | Balance as of December 31, 2024 | 229,638 | $ 2,296,382 | - | $ 123,659 | $ 378,426 | $ 200,454 | $ 643,189 | $ (98,537) | $ 3,543,573 | $ 442,029 |
| A1 | Balance as of January 1, 2025 Appropriation and distribution of earnings | 229,638 | $ 2,296,382 | $ - | $ 123,659 | $ 378,426 | $ 200,454 | $ 643,189 | $ (98,537) | $ 3,543,573 | $ 442,029 |
| B1 | Legal reserve | - | - | - | - | 34,774 | - | (34,774) | - | - | - |
| B5 | Ordinary shareholder's cash dividend – NTD 0.14 per share | - | - | - | - | - | - | (32,149) | - | (32,149) | - |
| B9 | Ordinary shareholder's stock dividend – NTD 0.55 per share | 12,630 | 126,301 | - | - | - | - | (126,301) | - | - | - |
| C17 | Shareholder's overdue unclaimed dividends | - | - | - | 920 | - | - | - | - | 920 | - |
| D1 | 2025 net profit | - | - | - | - | - | - | 393,442 | - | 393,442 | 77,754 |
| D3 | 2025 other comprehensive income | - | - | - | - | - | - | 2,709 | 202 | 2,911 | - |
| D5 | 2025 total comprehensive income | - | - | - | - | - | - | 396,151 | 202 | 396,353 | 77,754 |
| Z1 | Balance as of December 31, 2025 | 242,268 | $ 2,422,683 | - | $ 124,579 | $ 413,200 | $ 200,454 | $ 846,116 | $ (98,335) | $ 3,908,697 | $ 519,783 |
The notes attached are part of this consolidated financial statement.
Formosa Oilseed Processing Co., Ltd. & Subsidiary Companies
Consolidated Statement of Cash Flows
January 1 to December 31, 2024 and 2025
Unit: NTD thousands
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities: | |||
| A10000 | Net profit before tax | $ 579,882 | $ 501,422 |
| A20010 | Income and expenses items | ||
| A20100 | Depreciation expenses | 201,007 | 198,956 |
| A20200 | Amortization expenses | 5,696 | 3,010 |
| A20300 | Expected credit losses (reversal gains) | 4,091 | (1,630) |
| A20900 | Interest expenses | 78,136 | 77,611 |
| A21200 | Interest income | (10,446) | (10,224) |
| A22300 | Profit of associates accounted for using equity method | (64,882) | (53,669) |
| A29900 | Gains on initial recognition of agricultural products | (64,139) | (50,999) |
| A22500 | Losses (gains) on disposal of property, plant and equipment | 40 | 28 |
| A22700 | Gains on lease modification | (2,084) | — |
| A22900 | Losses on disposal of biological assets | — | 382 |
| A23900 | Unrealized (realized) gains on sales with associates | (2,125) | 2,100 |
| A30000 | Net changes in assets associated with operating activities | ||
| A31130 | Notes receivables | 40,526 | 65,156 |
| A31140 | Notes receivables - related parties | 10 | (10) |
| A31150 | Accounts receivables | 105,019 | (115,649) |
| A31160 | Accounts receivables - related parties | (13,860) | 74,201 |
| A31180 | Other receivables | 23,866 | (11,628) |
| A31190 | Other receivables - related parties | 40,983 | (40,983) |
| A31200 | Inventories | 18,546 | 365,386 |
| A31230 | Prepayments | 4,085 | 45,059 |
| A31240 | Other current assets | (22) | (269) |
| A32130 | Notes payables | (2,564) | (420) |
| A32140 | Notes payables - related parties | — | (22) |
| A32150 | Accounts payables | 30,762 | 24,702 |
| A32160 | Accounts payables - related parties | 10,179 | (33,210) |
| A32180 | Other payables | (13,349) | 28,438 |
| A32190 | Other payables - related parties | 18,403 | 343 |
| A32210 | Receipts in advance | 878 | (1,469) |
| A32230 | Other current liabilities | 2,181 | 68 |
| A32240 | Net defined benefit liabilities | 13 | (534) |
| A33000 | Cash generated from (used in) operations | 990,832 | 1,066,146 |
| A33100 | Interests received | 11,688 | 9,260 |
| A33300 | Interests paid | (77,393) | (75,854) |
| A33500 | Income taxes paid | (89,317) | (63,367) |
| AAAA | Net cash inflow (outflow) from operating activities | 835,810 | 936,185 |
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(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from investing activities: | |||
| B00040 | Acquisition of financial assets at amortized cost | — | (84) |
| B00050 | Disposal of financial assets at amortized cost | 84 | — |
| B02700 | Acquisition of property, plant and equipment | (49,824) | (51,910) |
| B02800 | Disposal of property, plant and equipment | 46 | 3 |
| B04500 | Acquisition of intangible assets | (4,015) | (1,018) |
| B09900 | Acquisition of biological assets | — | (14,251) |
| B09900 | Proceeds from disposal of biological assets | — | 120 |
| B03700 | Decrease (increase) in guaranteed deposits paid | 825 | (12,726) |
| B06700 | Increase in other non-current assets | (5,628) | (3,475) |
| B07600 | Dividends obtained from associates | 44,000 | 44,000 |
| B09900 | Increase in restricted assets | 396,728 | (403,327) |
| BBBB | Net cash inflow (outflow) from investment activities | 382,216 | (442,668) |
| Cash flows from financing activities: | |||
| C00100 | Increase (decrease) in short-term borrowings | (1,385,923) | 911,069 |
| C00500 | Decrease in short-term bills payables | (279,191) | 229,215 |
| C01600 | Increase in long-term borrowings | 620,000 | 2,470,000 |
| C01700 | Repayments of long-term borrowings | (1,256,818) | (2,401,818) |
| C03000 | Increase in guaranteed deposits received | 7 | 15 |
| C04020 | Repayments of principal of lease liabilities | (11,321) | (11,836) |
| C04500 | Cash dividends distributed | (32,149) | (321,493) |
| C09900 | Shareholder’s overdue unclaimed dividends | 920 | 514 |
| C09900 | Dividends paid to non-controlling interests | — | (27,281) |
| CCCC | Net cash inflow (outflow) from financing activities | (2,344,475) | 848,385 |
| DDDD | Impact from exchange rate changes | 202 | 4,383 |
| EEEE | Increase (decrease) in cash and cash equivalents | (1,126,247) | 1,346,285 |
| E00100 | Beginning balance of cash and cash equivalents | 2,291,593 | 945,308 |
| E00200 | Ending balance of cash and cash equivalents | $ 1,165,346 | $2,291,593 |
The notes attached are part of this consolidated financial statement.
[Appendix 4]
FORMOSA OILSEED PROCESSING CO., LTD.
Comparison Table for the Company's "Articles of Incorporation" Before and After Amendment
| Article No. | After Amendment | Before Amendment | Reason for Amendment |
|---|---|---|---|
| 5 | The total amount of the Company's capital is NTD 4,000,000,000, which contains 400,000,000 shares of registered common stock with a value per share of NTD 10, to be issued by installments by the Board of Directors under authorization. | The total amount of the Company's capital is NTD 3,000,000,000, which contains 300,000,000 shares of registered common stock with a value per share of NTD 10, to be issued by installments by the Board of Directors under authorization. | For the future business development needs. |
| 36 | These Articles of Incorporation are agreed to by all promoters in the promoter meeting and signed on April 1, 1986, before submitting to competent authority for approval and effecting. Any amendments hereto shall be adopted by resolution of the shareholders' meeting before submitting to the competent authority.1st Amendment was made on May 7, 1986.27th Amendment was made on June 23, 2022.28th Amendment was made on June 29, 2023.29th Amendment was made on June 26 2025.30th Amendment was made on June 26 2026. | These Articles of Incorporation are agreed to by all promoters in the promoter meeting and signed on April 1, 1986, before submitting to competent authority for approval and effecting. Any amendments hereto shall be adopted by resolution of the shareholders' meeting before submitting to the competent authority.1st Amendment was made on May 7, 1986.27th Amendment was made on June 23, 2022.28th Amendment was made on June 29, 2023.29th Amendment was made on June 26 2025. | Added date and count of new amendment |
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【Appendix 5】
Directors' Shareholding
- Number of shares held by individuals and all directors as recorded on the Company's shareholders roster as of April 28 (Book Closure Date for this Shareholders' Meeting), 2026 are as follows:
| Role | Name | Date Elected | Shares Held as Recorded on Shareholders Roster by Date for Suspension of Shares Transfer (Note) | |
|---|---|---|---|---|
| Shares | Proportion | |||
| Chairman | Chin Mao Investment Co., Ltd. Representative: Wu, Hsing-Cheng | Apr 16, 2026 | 4,164,032 | 1.72% |
| Director | An-He Investment and Holding Co., Ltd. Representative: Lai Cheng-Yen | Nov 22, 2024 | 238,166 | 0.10% |
| Director | Lu, Hsin-Hwa | Nov 22, 2024 | 0 | 0.00% |
| Director | Shu, Yi-Cheun | Nov 22, 2024 | 1,727,940 | 0.71% |
| Independent Director | Lian, Ren-Long | Nov 22, 2024 | 0 | 0.00% |
| Independent Director | Chang, Ching - Hsiang | Apr 16, 2026 | 0 | 0.00% |
| Total | 6,130,138 | 2.53% |
- Total number of shares issued by the Company: 242,268,306 shares.
- Legal minimum shares held by all directors: 12,000,000 shares.
43
Regulations
44
FORMOSA OILSEED PROCESSING CO., LTD.
Articles of Incorporation
June 26, 2025
Adopted in Regular Shareholders’ Meeting
Chapter 1 General Provision
Article 1: The Company is incorporated in accordance with the Company Act and registered under the business name of FORMOSA OILSEED PROCESSING CO., LTD.
Article 2: The Company’s scope of services is set out hereunder:
- Production and sales of soy powder, soybean oil (plant oil), lecithin, shortening, etc.
- Manufacturing, processing and sales of flour, feeding, barley flakes, corn flour and their by-products.
- Procurement, transportation, sales and agency trades of flour, oil, feeding, barley flakes, corn flour and their raw materials and by-products.
- Husbandry of livestock and poultry, and processing and sales of slaughtered livestock and poultry.
- General Trade (except those that are subject to special approval).
- Agency for product quotation, tendering and dealership of products (except for commodities) from relevant domestic and overseas manufacturers.
- CE01040 Watches and Clocks Manufacturing.
- C103020 Frozen Food Manufacturing.
- C104020 Manufacture of Bakery and Steam Products.
- G801010 Warehousing.
- H701010 Housing and Building Development and Rental.
- H703010 Rental of Factory Building.
- ZZ99999 All business items that are prohibited or restricted by law, except those that are subject to special approval.
Article 3: The Company may not take roles of unlimited liability shareholder for other companies or partner of partnerships; where the Company serves as a limited liability shareholder, the Company’s total amount of all investments may be more than 40 percent of the Company’s paid-in capital and may be conducted by the Board of Directors under authorization.
Article 4: The Company shall have its head office in Taichung City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.
Chapter 2 Shares
Article 5: The total amount of the Company’s capital is NTD 3,000,000,000, which contains 300,000,000 shares of registered common stock with a value per share of NTD 10, to be issued by installments by the Board of Directors under authorization.
Article 6: Stocks of the Company are in form of registered shares, and the share certificates shall be affixed with the signatures or personal seals of three directors including Chairman representing the Company, numbered, and shall be duly certified or authenticated by the competent authority to certify shares under the laws before issuance thereof.
The Company may print its share certificate in combined form following total number of shares in each issuance of new shares, and the Company shall entrust the centralized securities depository enterprise on depository affairs; the provision requiring numbering of share certificates as provided in the preceding paragraph is not applicable under the circumstances hereof.
The Company may also be exempted from printing its share certificate, and shall register the issued shares with a centralized securities depository enterprise; the provisions in the preceding two paragraphs are not applicable under the circumstances hereof.
Administration of shareholder services of the Company shall be transacted pursuant to “Regulations Governing the Administration of Shareholder Services of Public Companies”
Article 7: Stock affairs of the Company shall be transacted pursuant to “Regulations Governing the Administration of Shareholder Services of Public Companies” as promulgated by competent authorities and relevant laws and regulations.
Article 8: Shareholders shall have their seals for signature/stamp kept at the Company for the use upon issuance of documents or notifications
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concerning verification of shareholders upon exercise of shareholders' rights or collection of dividend, bonus or other benefits.
Article 9: Transfer of shares will not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.
Chapter 3 Shareholders' Meeting
Article 10: Shareholders' meetings of the Company are of two kinds: (1) regular meeting and (2) special meeting. Except as otherwise provided by the Company Act, the shareholders' meetings shall be convened by the Board of Directors.
Regular meetings shall be convened at least once a year by the Board of Directors according to the law within six months after close of each fiscal year, unless otherwise approved by the competent authority for good cause shown.
Article 11: A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. In case the Company intends to convene a special meeting of shareholders, a meeting notice shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice or announcements to be given to shareholders.
Article 12: Except in the circumstances of restrictions or otherwise provided for in Article 179 of the Company Act concerning the shares without voting rights, a shareholder of the Company shall have one voting power in respect of each share in his/her/its possession.
Article 13: Resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
Article 14: A shareholder may appoint a proxy to attend a shareholders'
46
meeting in his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted.
Article 15: For a shareholders' meeting convened by the board of directors, the meeting shall be chaired by the chairperson; in case the Chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, a delegate shall be appointed in compliance with Article 208 of the Company Act. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 16: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes, and shall be handled pursuant to Article 183 of the Company Act.
Article 16-1: The Company may hold its shareholders' meeting by means of visual communication network or other methods promulgated by the central competent authority. The shareholders' meetings held by means of visual communication network shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.
Chapter 4 Board of Directors
Article 17: The Company shall have 5 to 9 directors. From the Company's by-election in 2016, a candidate nomination system has been adopted. In the aforesaid number of directors of the Company, the directors shall include not less than 2 independent director members, and not less than one-fifth of the director seats shall be
47
held by independent directors. The directors shall be elected at the shareholders meeting from among the individuals of legal capacity, with the term of three years. All Directors and Supervisor(s) shall be eligible for re-election. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. When the number of directors falls below two-third of all directors, the Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies, where the term of the elected directors shall be limited to unexposed term of office of the predecessor. Total number of shares of the Company held by all directors shall not be lower than percentages as prescribed by competent authorities.
Article 17-1: From by-election of new directors of the Company in 2019, the audit committee established by the Company pursuant to Article 14-4 of the Securities and Exchange Act shall be composed of the entire member of independent directors. Duties, organic regulations, performance of duties and other matters for compliance shall be conducted following relevant laws and regulations.
Article 18: The Company’s juristic person shareholders or their representatives are entitled to election of directors as well as by-elections for succeeding directors assuming the office for their predecessors.
Article 19: The directors shall elect among themselves one chairman and one vice chairman. The directors will chair the shareholders’ and Board of Directors’ meetings and shall externally represent the Company. When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of vice chairperson, one of the directors shall be appointed to act as chair. If no such
48
designation is made by the chairperson, the managing directors or directors shall select one person from among themselves to serve as chair.
Article 20: The Board of Directors' meeting shall be convened by the Chairman, however, the first Board of Directors meeting held after assumption of each batch of directors shall be convened by the directors obtaining the highest number of votes in the election he/she is elected within 15 days from the by-election date or fulfillment of term of office for the last batch of directors, whichever is later. In case a director is unable to attend the shareholders meeting, the director may appoint another director to attend the meeting by issuing a proxy form in writing. However, each director may only be the appointed proxy of only one director unable to attend. In calling a meeting of the board of directors, a notice in writing, electronic mail (E-mail) or facsimile shall be given to each director no later than 7 days prior to the scheduled meeting date.
In the case of emergency, a meeting of the board of directors may be convened at any time, and the notice to it may also be given in writing, electronic mail (E-mail) or facsimile.
Article 21: Where a Board of Directors meeting is attended by more a majority of directors after a notice is given will be deemed as presence by a quorum. However, the quorum presents in case of meetings held for conducts as prescribed in Articles 185, 208 paragraph 1, 246, 266, 282 and 316 of the Company Act and election of Chairman shall be two-third of all directors. Conducts of the Board of Directors shall only be effected by adoption in the Board of Directors meeting attended by a majority of attending directors. The minutes concerning shareholders' meeting as stated in the Article 16 herein shall apply mutatis mutandis in the meetings for meeting minutes of the Board of Directors meetings.
Article 22: Duties of the Board of Directors are as follows:
(1) Verification of significant regulations and rules.
(2) Preparation of Business Plans.
49
(3) Review of budget and final accounts.
(4) Appointment and dismissal of the Company's general managers, vice general managers and managers.
(5) Proposals for earnings distribution or covering losses.
(6) Proposals for capital increase/decrease.
(7) Exercise of duties as prescribed in the Company Act or as resolved in shareholders' meetings.
Article 22-1: The Company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship. The Board of Directors under authorization may handle the insuring affairs at its full rights.
Article 23: The Board of Directors may appoint or employ one secretary transacting significant paperwork of the Company and other affairs following instructions of the Board.
Chapter 5 Supervisor
Article 24: (Deleted)
Article 25: (Deleted)
Article 26: (Deleted)
Article 27: (Deleted)
Chapter 6 Manager
Article 28: The Company may have one or more managerial officers. Appointment, discharge and the remuneration of the managerial officers shall be in compliance with Article 29 of the Company Act.
Chapter 7 Accounting
Article 29: Where directors of the Company perform duties of the Company, the Company shall provide compensations whose amount is set forth by the Board of Directors under authorization on basis of such duty's involvement in operations of the Company and value of contribution as well as general level of compensation as provided in the same industry.
Article 30: The fiscal year of the Company starts on 1st of January of each year
and ends on 31st of December of the same year.
After the close of each fiscal year, the following reports and statements shall be prepared by the Board of Directors, and shall be submitted to the regular meeting of shareholders for acceptance following legal procedure:
(1) Report on Operations.
(2) Financial Statements.
(3) Proposals Concerning Appropriation of Net Profits of Making Up.
Article 31: If there is profit (i.e. benefits of profit before tax before deduction of employees' and directors' compensation) at the end of each fiscal year, a ratio of profit of the current year distributable as employees' and directors' compensation shall be appropriated. The distribution ratio for employees' compensation shall be 2%~4%, and the directors' compensation distributed shall not be more than 4%. However, the Company's accumulated losses (incl. adjustment to undistributed earnings) shall have been covered first.
Not less than 50% of the employee remuneration specified in the preceding paragraph shall be allocated to grassroots employees. Parties entitled to receive shares or cash as employees' compensation may include the employees of parents or subsidiaries of the Company meeting certain specific requirements, and the directors' compensation as mentioned in the preceding paragraph shall only be distributed in cash. The preceding two paragraphs shall be resolved by the Board of Directors before submitting to the shareholders' meeting.
Article 31-1: After closing of accounts, if there are earnings, the Company shall first pay the tax, make up the losses (incl. adjustment to undistributed earnings) for the preceding years, and set aside a legal reserve of 10% of the net profit but not when the cumulative legal reserve reaches the paid-in capital of the Company. Then, special reserves shall be designated or reversed following relevant regulations or as prescribed by competent authority; if there are still earnings, the Board of Directors shall propose distribution of
51
earnings (including adjustments to undistributed retained earnings) before reporting to the shareholders’ meeting for resolution on distribution of shareholders’ dividends.
The Company shall authorize the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition, thereto a report of such distribution shall be submitted to the shareholders’ meeting.
Article 32: Dividend distribution policy of the Company shall be in principle maintaining a sound long-term financial structure and growth and expansion of future operation of the Company, as well as considerations to shareholders’ equity and other relevant factors. The Company shall determine the dividend distribution plan and allocate shareholder dividends accordingly. Share dividends for shareholders may be distributed in cash or shares. (distributable earnings of current year is the earnings after making up losses, then minuses legal reserve account, special reserve account, dividends on preferred stock, and excluding undistributed earnings previous year and legal reversal of special reserve) for the current year every year.
Where the cash dividend distributable per share is less than NTD 0.1 will not be dispatched.
Article 33: The Company may make endorsements/guarantees externally. The reregulate governing endorsements/guarantees shall be adopted by passage of the shareholders’ meeting, and all guarantees shall be approved by the Board of Directors and entered in minutes of the Board of Directors meeting before effected.
Chapter 8 Additions
Article 34: Organic regulations of the Company may be promulgated by the Board of Directors otherwise.
Article 35: In regard to all matters not provided for in these Articles of Incorporation, the Company Act and other relevant regulations shall govern.
52
Article 36: These Articles of Incorporation are agreed to by all promoters in the promoter meeting and signed on April 1, 1986 before submitting to competent authority for approval and effecting. Any amendments hereto shall be adopted by resolution of the shareholders' meeting before submitting to the competent authority.
1st Amendment was made on May 7, 1986.
2nd Amendment was made on November 10, 1987.
3rd Amendment was made on December 20, 1987.
4th Amendment was made on January 5, 1988.
5th Amendment was made on April 7, 1989.
6th Amendment was made on April 7, 1990.
7th Amendment was made on March 26, 1991.
8th Amendment was made on April 21, 1995.
9th Amendment was made on April 23, 1996.
10th Amendment was made on May 2, 1997.
11th Amendment was made on May 14, 1998.
12th Amendment was made on June 24, 1999.
13th Amendment was made on June 28, 2000.
14th Amendment was made on January 19, 2001.
15th Amendment was made on June 27, 2002.
16th Amendment was made on June 28, 2005.
17th Amendment was made on June 26, 2006.
18th Amendment was made on June 29, 2010.
19th Amendment was made on June 22, 2011.
20th Amendment was made on June 27, 2012.
21st Amendment was made on March 4, 2015.
22nd Amendment was made on June 25, 2015.
23rd Amendment was made on June 28, 2016.
24th Amendment was made on June 22, 2017.
25th Amendment was made on June 26, 2018.
26th Amendment was made on June 27, 2019.
27th Amendment was made on June 23, 2022.
28th Amendment was made on June 29, 2023.
29th Amendment was made on June 26, 2025.
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FORMOSA OILSEED PROCESSING CO., LTD.
Rules of Procedure for Shareholders’ Meeting
June 29, 2023
Adopted in Regular Shareholders’ Meeting
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The rules of procedures for the Company’s shareholders’ meetings shall be as provided in these rules.
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Where shareholders (or their proxies) attend the meeting, they shall present attendance card, or hand in a sign-in card. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting.
For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
Attendance and voting at a shareholders meeting shall be calculated based on the number of shares.
2-1. To convene a virtual shareholders’ meeting, except for otherwise stipulated in the Regulations Governing the Administration of Shareholder Services of Public Companies, such circumstances shall be specified in regulations, and be resolved by the Board of Directors, and virtual shareholders’ meeting shall be an adopted resolution of being approved by over half of attending director, which shall account for two-thirds of the Board of Directors.
To convene a virtual shareholders meeting, the Company shall include the following particulars in the shareholders meeting notice:
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How shareholders attend the virtual meeting and exercise their rights.
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Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(1) To what time the meeting is postponed or from what time the
meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(3) In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified. Except for circumstances under Paragraph 6, Article 44-9, the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide connecting equipment and necessary assistance for shareholders and specify the period of application and other matters needing attention to shareholders.
- The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for
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a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
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The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
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If a shareholders meeting is convened by the board of directors, changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice, and the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
- The Company shall make an uninterrupted audio and video recording of the proceedings of the shareholders meeting. The recorded materials of the proceedings shall be retained for at least one year.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio
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and video record the back-end operation interface of the virtual meeting platform.
6-1. In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors (incl. independent directors).
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder
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meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.
- If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs, except by a resolution of the shareholders meeting.
If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
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After the meeting is adjourned, except for the circumstances as stated in the preceding paragraph, shareholders may not elect a new chair and resume the meeting at the same or another venue.
- Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
- Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.
If the shareholder's speech violates the rules or exceeds the scope of the agenda item as stated in the preceding paragraph, the chair may terminate the speech.
When the government or a juristic person is a shareholder, it may be represented by no more than one representative at a shareholders meeting
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
- After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Articles 8 and 9 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
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When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.
- Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
The results of the voting shall be announced on-site at the meeting, and a record of the vote shall be made.
When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
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When a meeting is in progress, the chair may announce a break based on time considerations.
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Except as otherwise provided in the Company Act, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
The election of directors shall be conducted in accordance with the Company's "Regulations Governing Election of Directors", and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were
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elected, and the names of directors not elected and number of votes they received.
In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned..
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The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an armband bearing the word "Proctor."
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A shareholder (or his/her proxy) shall comply with directions by the chair and the proctor (or security personnel) on maintaining order violates the rules of procedure and defies the chair's correction, for any individual obstructing the proceedings, the chair may direct the proctors (or security personnel) to escort the shareholder from the meeting.
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Matters not attended by these Rules shall be handled in compliance with the Company Act, Securities and Exchange Act and other relevant rules and relevant regulations.
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These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
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【Appendix 3】
FORMOSA OILSEED PROCESSING CO., LTD.
Regulations Governing Election of Directors
June 24, 2021
Adopted in Regular Shareholders’ Meeting
Article 1: These Regulations are adopted in accordance with the Company Act and provisions in the Company’s Articles of Incorporation. Except as otherwise provided by law and regulation or by the Company's Articles of Incorporation, elections of directors shall be conducted in accordance with these Regulations.
Article 2: The Company’s election of directors is held at its shareholders’ meeting. The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 3: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
Article 4: The number of directors will be as specified in the Company's Articles of Incorporation. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 4-1:
- Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of the Company's directors:
(1) A spousal relationship.
(2) A familial relationship within the second degree of
kinship.
- When the original selectees do not meet the conditions of the preceding paragraph, determination of which directors are elected shall be made according to the following provisions:
(1) When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
Article 4-2: The Company’s election of directors (incl. independent directors) adopts nomination system, and shall be elected from list of candidates in the shareholders’ meeting in accordance with Article 192-1 of the Company Act.
The Company shall, prior to the share transfer suspension date dedicated before the meeting date of a shareholders’ meeting, announce in a public notice, the period for accepting the nomination of director (incl. independent directors) candidates, the quota of directors to be elected, the place designated for accepting the roster of director candidates nominated, and other necessary matters. The length of the period for accepting the nomination of director candidates shall not be shorter than ten (10) days. Eligibility and election of independent director shall be handled in accordance with “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.
Article 5: The ballots and ballot boxes shall be prepared by the persons with the right to convene. The ballots shall be entered with attendance card number and affixed with stamps of the persons with the right to convene.
Article 6: The voting shareholders shall enter the name or account name of the candidates on the “Candidate” column on the ballot. However, where the government or a corporate shareholder is a candidate, the name of the government or corporate person shall be entered in the candidate account name instead. Title of government or name of the corporate can also be entered in the ballot; in case there is more
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than one representative, the names of representatives shall be entered in.
Candidates shall be with capacities in accordance with applicable laws and regulations.
Article 7: A ballot is invalid under any of the following circumstances:
- The ballot was not prepared by a person with the right to convene.
- A ballot which is not placed in the ballot box.
- A blank ballot is placed in the ballot box.
- Names of two or more candidates are entered in the same ballot.
- The candidate whose name is entered in the ballot does not conform to the director candidate list.
- Other words or marks are entered in addition to name or account name of candidates.
- The writing is unclear and indecipherable or has been altered.
- Total number of voting rights allotted voted by voting shareholders exceeds the total number of voting rights represented by himself/herself.
Article 8: The voting rights shall be calculated on site immediately when announced by the chair after the end of the poll, and the calculation operation shall be supervised by monitoring personnel. The results of the calculation, including the list of persons elected as directors shall be announced by the chair on the site.
Article 9: Matters not attended by these Regulations shall be handled in compliance with the Company Act, Articles of Incorporation of the Company, and other relevant rules and relevant regulations.
Article 10: These Regulations, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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