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GREATWALL — AGM Information 2024
Jun 11, 2024
51744_rns_2024-06-11_0d023684-22ce-4c77-be5d-b5f72149100a.pdf
AGM Information
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Great Wall Enterprise Co., Ltd.
2024Annual Shareholders’ Meeting
Meeting Agenda (Translation)
June 7, 2024
Table of Contents
| I. | Meeting proceedings ........................................................................ | 1 |
|---|---|---|
| II. | Agenda ............................................................................................... | 2 |
| III. | Reports .............................................................................................. | 3 |
| IV. | Ratifications ...................................................................................... | 5 |
| V. | Special motions ................................................................................. | 6 |
| Appendices | ||
| Report to Shareholders ................................................................... | 7 | |
| Audit Committee Review Report ................................................... | 14 | |
| 2023 Financial Reports .................................................................... | 15 | |
| Financial Report Attachments ........................................................ | 30 | |
| Articles of Incorporation ................................................................. | 37 | |
| Shareholders Conference Rules ..................................................... | 46 | |
| Regulations of Treasury Stock Sold to Employees ....................... | 50 | |
| Current Shareholding of Directors ................................................ | 52 |
Great Wall Enterprise Co., Ltd. Proceedings of the 2024 Annual General Meeting
I. Commencement of meeting
II. Chairperson's opening remarks
III. Reports
IV. Ratifications
V. Special motions
VI. Adjournment
1
Great Wall Enterprise Co., Ltd.
Agenda of the 2024 Annual General Meeting
Time: 10am, June 7 (Friday), 2024
Venue: Main hall, No. 3, Niaosong 2nd Street, Yongkang District, Tainan City
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I. Reports
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(I) Report of the 2023 business performance
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(II) Audit Committee's review of the 2023 year-end accounts
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(III) Report on the allocation of 2023 employee and director remuneration
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(IV) Report on guarantees and endorsements
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(V) Report on the allocation of cash dividends from 2023 earnings
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(VI) Report on the implementation of share buyback program
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(VII) Report on other matters
II. Acknowledgments
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(I) Acknowledgment of 2023 year-end accounts
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(II) Acknowledgment of 2023 earnings appropriation
III. Special motions
IV. Adjournment
2
Reports
Motion 1
Summary: Presentation of the 2023 business report and financial statements. Details: Please refer to page 8 of this conference handbook for the Company's 2023 business report.
Motion 2
Summary: Presentation of Audit Committee's review of the 2023 year-end accounts. Details: Details of the Audit Committee Report have been presented in page 14 of this conference handbook.
Motion 3
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Summary: Allocation of 2023 employee and director remuneration.
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Details: I. Pursuant to Article 34 of the Articles of Incorporation, profit before tax and
- employee/director remuneration in a given year shall first be taken to offset previous losses; any surplus remaining shall then be subject to employee remuneration of no less than 2%, and director and supervisor remuneration of no more than 2%.
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II. Employee remuneration totaling NT$112,000,000 and director remuneration totaling NT$45,000,000 have been provided and will be paid entirely in cash.
Motion 4
Summary: Report on guarantees and endorsements.
Details: The Company did not offer any endorsement or guarantee to external parties in 2023.
Motion 5
Summary: Report on the allocation of cash dividends from 2023 earnings.
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Details: I. Please refer to page 36 of this conference handbook for the Company's 2023 Earnings Appropriation Chart.
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II. Proposal to allocate NT$1,968,487,888 from the Company's 2023 distributable earnings as cash dividends, which is equivalent to NT$2.2 of cash dividends per share. The amount of cash dividend paid to each shareholder will be rounded down to the nearest dollar; fractions that do not amount to a full NT$1 are to be summed and recognized by the Company as other income.
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III. Set August 9, 2024 as the baseline date, and September 6, 2024 as the payment date for cash dividends.
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IV. Proposal to authorize the board of directors for making changes to the payout ratio and relevant details, if there is a change of regulation or the authority's instruction on a later date that requires adjustments to be made to the ratio mentioned in the preceding Paragraph, or if the Company makes a share repurchase or encounters any occurrence that alters the number of outstanding shares on a later date.
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Mote 6
Summary: Report on the implementation of share buyback program.
Details: I. As of 2024/4/30, the implementation of the Company’s repurchases of treasury stock is as follows:
| No. of repurchase | 4th |
|---|---|
| Date approved bythe board of directors | March 14,2024 |
| Purpose of repurchase | Transfer of shares to employees |
| Repurchaseperiod | March 15,2024 to May14,2024 |
| Price range of repurchase | NT$50 to NT$80 |
| Shares estimated for the buyback(shares) | 9,000,000 shares |
| Bought shares | 6,759,000 shares |
| Amount of repurchased shares | NT$386,992,442 |
| The number of repurchased shares to estimated repurchase number(%) |
75.10% |
| The average buybackpriceper share | NT$57.26 |
- II. The company's treasury shares have not yet been actually transferred to employees, please refer to page 50 of this conference handbook for the Regulations of Treasury Stock Sold to Employees.
Mote 7
Summary: Report on other matters.
Details: No motion was raised by shareholders between March 22 and April 1, 2024.
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Ratifications
Motion 1 Proposed by the board of directors
Summary: Acknowledgment of 2023 year-end accounts.
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Details: I. The Company's 2023 standalone financial statements and consolidated financial statements have been audited by CPA Li Feng-Hui and CPA Chung Tan-Tan of KPMG.
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II. The Audit Committee has completed review of the Business Report and year-end accounts.
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III. Please refer to page 8 of this conference handbook for the Business Report and page 15 for the financial statements.
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IV. The motion is open for acknowledgment.
Resolution:
Motion 2 Proposed by the board of directors
Summary: Acknowledgment of the 2023 earnings appropriation.
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Details: I. Table of 2023 Distribution of Surplus Earnings (please refer to page 36 )was prepared in accordance with Article 34 of the Company’s Article of Incorporation, and had been resolved by the Board of Directors and reviewed by the Audit Committee.
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II. The motion is open for acknowledgment.
Resolution:
5
ial motions Spec
Adjournment
6
Report to Shareholders
Dear ladies and gentlemen:
Thank you all for participating in this year's annual general meeting, and on behalf of the Company, I would like to express my most sincere gratitude for your persistent support.
Having experienced the changes in the past such as the sever COVID-19 pandemic, the insularity policy adopted by various countries around the world, the Brexit, the US trade disputes with China and the EU, elevation of the trading protectionism, African swine fever, and the Russia-Ukraine War, along with the appreciation of the US dollar due to the continuous rate hikes by the Fed to suppress the inflations in the U.S. in the past two years, the Company has had more frequent changes in the operation, procurements of raw materials, interest rates, and exchange rate hedges; although the prices of bulk cereal increased significantly, but currently, the prices declined again. As COVID-19 restrictions were gradually lifted around the world, the demands for chicken, pork, and edible oil for food and beverage, night markets, and street foods have been elevated gradually. It is expected that the Company’s profit will return to the pre-COVID level.
Driven by the mission to uphold business integrity and provide healthy life and safe food for consumers, DaChan Group continues to publish corporate social responsibility report this year. The Company is committed to enforcing traceability for all products sold, and has established its own farm-to-table system. The DaChan Quality Inspection Center not only passes food safety certification of the Ministry of Health and Welfare, but also takes part in the government's Food Safety Alliance Program as a way to raise consumers' confidence in DaChan products.
The Company reported consolidated net operating revenues of NT$111.1 billion for 2023, down NT$2.2 billion or -1.93% from 2022; net income attributable to parent company's shareholders amounted to NT$4.07 billion for 2023, up NT$1.88 billion or 85.55% from 2022.
All of the Company's factories have passed international and Taiwan's quality and safety certifications, including but not limited to EU HACCP and ISO22000. In addition to having a national grade laboratory featuring the most advanced instruments and systems, the Company also passes food certification of the Ministry of Health and Welfare and completed a modern food processing factory in Machouhou that expanded production capacity for precooked frozen foods. Gradual expansion of production capacity. Furthermore, the Company has acquired land at Machouhou Industrial Park through tender for phase 2 expansion of food processing capacity as well as the production of plant-based meat. In a collaboration with Showa Sangyo Co., Ltd. from Japan, a major joint venture is being created for the production of eggs and flour; the factory of modernized auto egg washing and sorting and liquid egg auto storage in Erlin, Changhua start the production in Q1 2023; we have increased the capacity and quality of washed and liquid eggs and was the first manufacturer in Taiwan to launch raw food-grade eggs. We have established standards and quality production for washed eggs and liquid eggs. Through cooperation between Kouchan Mill Company and Showa Foods, we have upgraded the flour production and technology to strengthen the competitive advantage among the peers. With high standards of food safety, the Company's brand image is established and the confidence of customers and consumers is enhanced.
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Business Report
I. Report on the 2023 business and financial performance
(I) Business performance
| iness Report eport on the 2023 business and financial performance usiness performance |
iness Report eport on the 2023 business and financial performance usiness performance |
iness Report eport on the 2023 business and financial performance usiness performance |
iness Report eport on the 2023 business and financial performance usiness performance |
|---|---|---|---|
| Unit: NTD thousands | |||
| Item | 2023 - actual | 2022 - actual | Variation(%) |
| Operatingrevenues | 111,108,929 | 113,297,286 | -1.93% |
| Operating profit | 6,020,280 | 3,058,204 | 96.86% |
| Profit/loss before tax |
5,968,599 | 3,425,707 | 74.23% |
| After-tax EPS | NT$4.81 | NT$2.59 | 85.71% |
(II) Business plan and budget execution
The Company did not make any public financial forecast in 2023, but there was no significant difference between actual operational performance and what the Company had internally planned.
(III) Revenues, expenses, and profitability analysis
(1) Profit and loss
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(a) Interest income amounted to NT$136,147 thousand in 2023, which were generated from bills and demand deposits.
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(b) Interest expenses amounted to NT$652,496 thousand in 2023, which had incurred due to short-term and long-term borrowings.
(2) Profitability analysis
| Item | 2023 | 2022 |
|---|---|---|
| Return on assets(%) | 8.33% | 5.38% |
| Return on equity (%) | 15.82% | 10.06% |
| Operating profit as a percentage of paid-upcapital(%) |
67.28% | 34.18% |
| Profit before tax as a percentage of paid-upcapital(%) |
66.71% | 38.29% |
| Netprofit margin(%) | 4.32% | 2.52% |
| After-tax EPS(NTD) NT$4.81 NT$2.59 |
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(IV) Research and development
DaChan Group continues to increase the level of vertical integration in agricultural and animal food products. Meanwhile, additional efforts are being made to expand into related fields such as: feeds, fats, meats, seafoods, processed foods, biotech, plant-based meat, pet foods, vaccines and dietary supplement. This expanding diversity means that R&D efforts have to be adjusted at the group level to accommodate the Company's future opportunities and market demand, and that more manpower and resources will have to be committed into developing technologies and products that are relevant to the sustainability of the Company's growth.
Sustainability and environmental protection is an issue that modern businesses have to take note of, and besides improving product features, it is also necessary to direct research and development efforts toward the needs of consumers, the environment, and the society as a whole, and contribute to the sustainability of the Earth's environment by addressing waste reduction, carbon reduction, energy conservation, and environmental protection issues.
To ensure ongoing advancement of production technology, the Company not only invests resources and manpower persistently into research and development, the brand new biotech R&D center for food and animal nutrition start the operation in 2023, and continuously expands the testing facilities including: closed-up farm of vaccine-producing eggs, testing farm of poultry, testing farm of pigs, and aquatic producing testing field. Meanwhile, collaborations are being made with local and foreign research institutions such as: National Taiwan University, National Cheng Kung University, National Chung Hsing University, National Pingtung University of Science and Technology, National Taiwan Ocean University, Taiwan Livestock Research Institute, Animal Health Research Institute, and Research center Schothorst Feed Research in Holland to acquire critical technologies and develop application capacity.
II. Summary of 2024 business plan
(I) Operational guidelines
DaChan Group has long specialized in the development of animal and aquaculture feeds, meat products, and restaurant brands. It currently surpasses peers in the market share of compound feeds and electricuted chicken. In addition to pursuing sales growth, the Company places great emphasis on improving feed quality and tightening control over its products, and caters for consumers' health at the source. By venturing into biotechnology, the Company aims to develop
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biotech products that meet the nutritional requirements of animals in different environments. In terms of egg production, the Company will support the government's policies on washed eggs by adopting total monitoring of feed nutrition, proper egg farm management, regular disease inspection for hens, random inspection of egg quality, and rigorous testing of the final product. With the help of professional cold chain logistics partners, these products will be delivered to customers in the optimal condition. The Company has even established a food development center to oversee research of new machinery, refinement of production process, as well as the development, production, and marketing of plant-based meats. Additionally, the continuously rapid development of the pet food market in the recent years, the Company has decided to invest more resources to the R&D of the pet feed products and market development, while planning to build the brand new pet food production plant, to produce the dry and wet food, snacks, and healthcare product, to develop the product with unique edges and enter the pet market swiftly by utilizing the Group’s integrated advantages, as one of the key fields of the Company in the future.
With respect to food processing, the Company's new food processing factory located in Machouhou Industrial Park, Chiayi, commenced mass production at the end of 2021. This modern food processing factory, equipped with multifunctional equipment, performs a wide variety of tasks from frying, roasting, stewing, quality control to automated packaging, and has the capacity to provide local consumers with processed foods of the highest quality and safety.
The Company continues to focus on agricultural and animal products as the main business activity with corporate social responsibilities in mind. Through vertical integration and ongoing improvements to product quality and safety, we strive to raise customers' satisfaction and embrace a brighter future while adhering to our values of integrity and modesty.
(II) Expected sales volume and basis
Based on past performance and changes in market demand, the Company has estimated sales volume for 2024 as follows:
| Item | Salesvolume(tonnes) |
|---|---|
| Feeds | 3,200,000 |
| Meat (regular + free range chicken) | 450,000 |
| Food | 230,000 |
| Commodity | 1,400,000 |
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(III) Key production/sales policies
In terms of edible oil, DaChan's soybean oil has always bean a trusted brand and preferred product for commercial use, particularly in night markets and food stalls. In terms of the soybean powder, it complements the Company’s continuously growing sales of feeds. Regarding the raw material, the stability of the imported soybean is still a great challenge. The arrived soybeans are more than the demand in summers, but in winters, the arrival and demand of soybeans reverse. It is a target for the long-term efforts to maintain the stable domestic supply and demand of oil and powder.
In Taiwan, total deregulation on the import of poultry products combined with slow growth in the demand for animal protein have intensified price competition. As a response, the Company is actively integrating research, development, production, and marketing resources throughout the organization to increase product quality and create differentiation as well as competitive advantage that will lessen the threat of price competition. With the help of animal protein studies from the biotech facility, the Company hopes to provide customers with better quality and safer products that are free of antibiotics.
Regarding the hogs, facing pressures of hogs’ environmental diseases, the Company has worked with the team of ATRI to engage the foreign advisers for coaching the production technologies and practices of hog farms, establishing the management team and the management program of germplasm, establishing the SOP for the raising and management of hog farm, to improve the raising results and the tracking of the descendant results, so that the performance of sows’ reproduction and the hog growth performance are improved for the better overall raising effectiveness and reduced costs of meat production, and the stable profit is made based on the raising and management.
Regarding the native chicken, we have implemented maternal weight grading, upgraded contract farmers' house equipment, stabilized the supply of feather chickens, improved product quality at all stages. Furthermore, we have integrated upstream, midstream and downstream resources, enabling feed, contract and live chicken channels to steadily cooperate with DaChan, so as to maintain a high market share in the chicken market. DaChan's Lu Ye Free-Range Chicken brand was also awarded the National Brand Yushan Award this year. Consumers can now feel at ease about DaChan chicken products when purchasing from the terminal.
The Company has achieved significant success with respect to festive meal and home meal replacement in recent years, particularly with the introduction of new brands such as Yummy Dots. Additional safety inspections and preparation techniques were introduced to food processing to ensure the safety and taste of this new line of products. In light of the fundamental changes in consumers' shopping behaviors, the Company has devoted greater attention into e-commerce besides existing channels; some of its products even managed to top the best-selling chart.
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(IV) Future development strategies
- The Company will continue devoting attention to food safety in light of how consumers local and abroad have become more aware of issues concerning ractopamine, drug residue, the pandemic, and the safety and health of meat and egg products. A food development center has been established to oversee research of existing and new machinery, refinement of production process, as well as the development, production, and marketing of plant-based meats. In terms of feeds, the Company operates complete yet diversified product lines to minimize business risks, and offers biotech solutions to help customers improve feed efficiency. The Company actively explores vertical integration within the industry as a way to secure advantage and dominance in the supply chain, and is constantly expanding its own ecosystem. After extensive research and development, DaChan is able to make layer feeds, late-stage swine feeds, and late-stage chicken feeds without any antibiotics while achieving zero drug residue. Through introduction of environment-friendly and low pollution feeds for swine and layers, the Company not only promotes productive interactions with the industry, but also strengthens sustainability and competitiveness in feed supply.
As for fresh poultry supply, the Company has made extensive vertical integrations from the chicken farm, hatchery, contract farmers, feed suppliers, electrocution slaughterhouse, processing factories all the way to the distribution channels, and markets its own poultry products under the brand - "DaChan Poultry." In doing so, the Company is able to exercise total control in such a way that reduces production cost and ensures the quality and consistency of chicken supply.
With respect to food processing, the Company produces processed poultry goods that can be stored in room temperature, chilled, and frozen, which are distributed nationwide through a variety of channels.
- The COVID-19 pandemic has fundamentally changed consumers' dining habits. As people become more receptive of cooking at home, they start looking for frozen food options that are easy to store and cook. Satisfying customers' needs to cook and eat at home thus presents a new challenge to food producers, but it also means that there are greater opportunities to innovate.
By incorporating modern production technologies, the Company continually introduces new and differentiated products that taste good and are safe to eat, thereby bringing customers pleasant dining experience with each meal. Changes have also been made to accommodate the smaller dining size per household today; by shifting design emphasis towards smaller volume and greater variety, the Company hopes to appeal to the young population with a new brand image and fresh elements.
Demand for plant-based foods in Asia is expected to grow by 200% over the next five years as vegetarian diet increases in popularity with rising environmental awareness. Having noticed the sizable percentage of vegetarians in Taiwan and the abundant opportunities they represent, the Company has committed significant R&D resources into improving the texture, flavor, and
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pricing of plant-based meat, as the flavor is what draws consumers to try, while affordability is the key to making plant-based meat popular. Pro-active actions will be taken to expand global market presence in the future.
(V) Impacts of the competitive environment, regulatory environment, and
macroeconomic environment
Trade agreements have given rise to several regional markets around the world, allowing goods, services, and information to be delivered free of border limitations. As a result, the Company now faces competition from all over the world. Not only does the Company compete to offer the best product in the global market, it also competes with producers around the world for supply of low-cost materials and services. Faced with such a competitive environment, the Company will play to its size advantage and make bulk purchases worldwide to reduce raw material costs, so that more resources can be directed towards improving product quality and after-sale service.
In light of ongoing food safety issues and consumers' concerns about bird flu and drug residues in agricultural/animal products, the Company will be making adjustments to the product portfolio while undergoing more extensive upstream-downstream integration to diversify feed risks, and thereby ensure profit stability. DaChan Group remains persistent at promoting safety and traceability for pork, poultry, processed foods, and egg products. Our efforts to ensure "quality and safety" of the food supply chain have been rewarded with favorable results, and we are proud to be able to meet the government's requirements as well as the public's expectations for healthy and safe meats and eggs. By offering 100% assurance, we hope to build DaChan's prestige in the field of food safety and convince consumers of the quality of our products.
Lastly, we wish for your wellbeing and give you our best regards for the future ahead!
Chairman Han Chia-Yau
President Han Fang-Hao
Vice President Liu Chien-Chung
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Great Wall Enterprise Co., Ltd.
Audit Committee Review Report
The Board of Directors has prepared the Company's 2023 Business Operation Report, Financial Statements and Proposal for Profit Distribution, among which the Financial Statements have been audited by KPMG, Taiwan, by whom an audit report has been issued accordingly. The Business Operation Report, Financial Statements and the proposed profit distribution have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Convener of the Audit Committee: Ting Yu-Shan
Date: March 14, 2024
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Independent Auditors ’ Report
To the Board of Directors of Great Wall Enterprise Co., Ltd.:
Opinion
We have audited the financial statements of Great Wall Enterprise Co., Ltd.(“the Company”), which comprise the balance sheets as of December 31, 2023 and 2022, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Revenue recognition
Regarding the significant accounting policies for revenue recognition, please refer to Note 4(n) and Note 6(u) “Revenue from contracts with customers” from the financial statements.
Description of key audit matter:
Due to the industry characteristics of the Company and following the rules set by competent authorities to announce operating income monthly, revenue recognition timing risk is increased.
How the matter was addressed in our audit:
Our principal audit procedures include:
- Understanding whether the accounting policies and methods for revenue recognition of the audited company are appropriate
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Testing the Company’ s controls and transaction cycle from order to payment regarding revenue recognition
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Performing substantive procedure of revenue, and sampling payments or certified documents for sale transactions
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Selecting the appropriate sample size from the detail in the ending balance of the trade receivable and sending external confirmations to debtors
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Assessing whether revenues are recognized in the appropriate timing
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the audit committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Lee, Feng-Hui and Chung, Tan-Tan.
KPMG
Taipei, Taiwan (Republic of China) March 14, 2024
Notes to Readers
The accompanying financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD.
Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
==> picture [1083 x 480] intentionally omitted <==
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
==> picture [496 x 499] intentionally omitted <==
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
==> picture [1068 x 383] intentionally omitted <==
See accompanying notes to financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
==> picture [540 x 571] intentionally omitted <==
See accompanying notes to financial statements.
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Independent Auditors ’ Report
To the Board of Directors of Great Wall Enterprise Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Great Wall Enterprise Co., Ltd. and its subsidiaries (“ the Group” ), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“ IFRIC” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 Group in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Please refer to Note 4(p) and Note 6(z) “Revenue from contracts with customers” from the financial statements.
Description of key audit matter: Due to the industry characteristics of the Company and following the rules set by competent authorities to announce operating income monthly, revenue recognition timing risk is increased.
Our principal audit procedures include:
- Understanding whether the accounting policies and methods for revenue recognition of the audited company are appropriate
22
-
Testing the Company’s controls and transaction cycle from order to payment regarding revenue recognition
-
Performing substantive procedure of revenue, and sampling payments or certified documents for sale transactions
-
Selecting the appropriate sample size from the detail in the ending balance of the trade receivable and sending external confirmations to debtors
-
Assessing whether revenues are recognized in the appropriate timing
Other Matter
Great Wall Enterprise Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the audit committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
23
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Lee, Feng-Hui and Chung, Tan-Tan..
KPMG
Taipei, Taiwan (Republic of China) March 14, 2024
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.
24
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
==> picture [1091 x 531] intentionally omitted <==
See accompanying notes to financial statements.
25
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
==> picture [517 x 477] intentionally omitted <==
See accompanying notes to financial statements.
26
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
==> picture [1046 x 420] intentionally omitted <==
See accompanying notes to financial statements.
27
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
==> picture [579 x 633] intentionally omitted <==
See accompanying notes to financial statements.
28
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) GREAT WALL ENTERPRISE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
==> picture [591 x 270] intentionally omitted <==
See accompanying notes to financial statements.
29
Financial Report Attachments (Notes to financial statements of Great Wall Enterprise Co., Ltd.)
I. Loans to other parties:
| Number | Name of lender |
Name of borrower |
Account name |
Related party |
Highest balance of financing to other parties during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower |
Transaction amount for business between twoparties |
Reasons for short-term financing |
Allowance for bad debt |
Collateral | Collateral | Individual funding loan limits |
Maximum limit of fund financing |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Item |
Item | |||||||||||||||
| 0 | Great Wall Enterprise Co., Ltd. |
City Chain Food Ltd. |
Other receivables: related parties |
Yes |
100,000 | 100,000 | - | 2.33% | 2 | - | Business financing |
- |
None | - | 4,738,116 |
9,476,232 |
| 0 | 〃 | Mei Lan Lei Co., Ltd. |
〃 | Yes | 1,600,000 | 1,600,000 | 819,000 | 2.33% | 2 | - | 〃 | - | - | 4,738,116 |
9,476,232 |
|
| 0 | 〃 | Total Nutrition Tech. Co., Ltd. |
〃 |
Yes | 50,000 | 50,000 | - | 2.33% | 2 | - | 〃 | - | - | 4,738,116 |
9,476,232 |
|
| 0 | 〃 | Huang-Ho Invest. Co., Ltd. |
〃 | Yes | 50,000 | 50,000 | - | 2.33% | 2 | - | 〃 | - | - | 4,738,116 |
9,476,232 |
|
| 0 | 〃 | Oriental Best Foods Co., Ltd. |
〃 | Yes | 150,000 | 150,000 | 100,000 | 2.33% | 2 | - | 〃 | - | - | 4,738,116 |
9,476,232 |
|
| 0 | 〃 | Great Wall International (Holdings) Ltd. |
〃 | Yes | 487,290 | 460,695 | 153,565 | -% |
2 | - | 〃 | - | - | 4,738,116 |
9,476,232 |
|
| 0 | 〃 | Neo Foods Co., Ltd. |
〃 | Yes | 150,000 | 150,000 | 750,000 | 2.33% | 2 | - | 〃 | - | - | 4,738,116 |
9,476,232 |
|
| 1 | Great Wall International (Holdings) Ltd. |
Great Wall Milling Co., Ltd. |
〃 | Yes | 8,446 | 7,985 | 7,985 | -% |
2 | - | 〃 | - | - | 3,722,787 |
3,722,787 |
|
| 1 | 〃 | Great Wall Grains International Ltd. |
〃 | Yes | 307,850 | - | - | -% | 2 | - | 〃 | - | - | 3,722,787 |
3,722,787 |
|
| 1 | 〃 | Great Wall FeedTech (Holdings) Ltd. |
〃 | Yes | 166,595 | 157,503 | 123,895 | -% |
2 | - | 〃 | - | - | 3,722,787 |
3,722,787 |
|
| 1 | 〃 | Tianjin Food Investment Co.,Ltd. |
〃 | Yes | 267,943 | 239,561 | 2,,39,561 | 6.15% | 2 | - | 〃 | - | - | 3,722,787 |
3,722,787 |
|
| 2 | Dachan Food (Asia) Limited |
Dachan Wanda (Tianjin) Co., Ltd. |
〃 | Yes | 1,526,842 | 1,443,511 | 1,443,511 | -% |
2 | - | 〃 | - | - | 1,822,513 |
3,645,025 |
|
| 2 | 〃 | Miyasun-Great Wall Foods (Dalian) Co., Ltd. |
〃 |
Yes | 113,701 | 107,496 | 107,496 | -% |
2 | - | 〃 | - | - | 1,822,513 |
3,645,025 |
|
| 2 | 〃 | Great Wall Agri (Yingkou) Co.,Ltd. |
〃 | Yes | 519,776 | 491,408 | 491,408 | -% |
2 | - | 〃 | - | - | 1,822,513 |
3,645,025 |
|
| 3 | Route 66 Fast Food Ltd. |
Beijing Universal Chain Food Co.,Ltd. |
〃 | Yes | 60,893 | 57,869 | 57,869 | -% |
2 | - | 〃 | - | - | 233,384 |
233,384 |
|
| 3 | 〃 | Tai Ji Food Co., Ltd. |
〃 | Yes | 46,931 | 44,466 | 44,466 | -% |
2 | - | 〃 | - | - | 233,384 |
233,384 |
|
| 3 | 〃 | Tianjin Food Invest Co., Ltd |
〃 |
Yes | 16,746 | - | - | -% | 2 | - | 〃 | - | - | 233,384 |
233,384 |
|
| 3 | 〃 | Beijing Duhsiaoyueh Restaurant Co.,Ltd. |
〃 | Yes | 9,746 | - | - | -% | 2 | - | 〃 | - | - | 233,384 |
233,384 |
|
| 4 | City Chain Food Ltd. |
Tai Ji Food Co., Ltd. |
〃 | Yes | 35,735 | 33,784 | 33,784 | -% |
2 | - | 〃 | - | - | 875,558 |
875,558 |
|
| 4 | 〃 | Tianjin Food Invest Co., Ltd |
〃 |
Yes | 220,158 | 208,607 | 208,607 | -% |
2 | - | 〃 | - | - | 875,558 |
875,558 |
|
| 4 | 〃 | Route 66 Fast Food Ltd. |
〃 | Yes | 22,418 | 21,356 | 21,356 | -% |
2 | - | 〃 | - | - | 875,558 |
875,558 |
30
| Number | Name of lender | Name of borrower |
Account name |
Related party |
Highest balance of financing to other parties during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower |
Transaction amount for business between twoparties |
Reasons for short-term financing |
Allowance for bad debt |
Collateral | Collateral | Individual funding loan limits |
Maximum limit of fund financing |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Item |
Item | |||||||||||||||
| 4 | 〃 | Great Wall Enterprise Co., Ltd |
Other receivables : related parties |
Yes | 50,000 | 50,000 |
- |
2.33% | 2 | - | Business financing |
- | None | - | 875,558 | 875,558 |
| 5 | Dachan Aquaculture Limited |
PT. Misaja Mitra(MM) |
〃 | Yes | 58,426 | 55,238 |
55,238 | - |
2 |
- | 〞 |
- | 〞 |
- | 321,069 | 321,069 |
| 5 | 〃 | PT. Mustika Minanusa Aurora(MMA) |
〃 | Yes | 16,243 | 15,357 |
15,357 | - |
2 |
- | 〞 |
- | 〞 |
- | 321,069 | 321,069 |
| 6 | Great Wall Northeast Asia Corporation |
Dachan Wanda (Tianjin) Co., Ltd. |
〃 | Yes | 714,692 | 675,686 | 675,686 | - |
2 |
- | 〞 |
- | 〞 |
- | 3,586,761 | 3,586,761 |
| 6 | 〃 | Great Wall Agri (Tieling) Co., Ltd. |
〃 | Yes | 226,292 | 216,817 | 216,817 | - |
2 |
- | 〞 |
- | 〞 |
- | 3,586,761 | 3,586,761 |
| 6 | 〃 | Liaoning Great Wall Agri- Industrial Co., Ltd. |
〃 |
Yes | 362,067 | 346,907 | 346,907 | - |
2 |
- | 〞 |
- | 〞 |
- | 3,586,761 | 3,586,761 |
| 6 | Great Wall Northeast Asia Corporation |
Bengbu Dachan Food Co.,Ltd |
〃 | Yes | 316,809 | 303,544 | 303,544 | - |
2 |
- | 〞 |
- | 〞 |
- | 3,586,761 | 3,586,761 |
| 7 | Total Nutrition Tech. Co., Ltd |
Great Wall Enterprise Co.,Ltd |
〃 | Yes | 330,693 | 60,000 | 60,000 | 2.33%~4.5% | 2 | - | 〞 |
- | 〞 |
- | 354,036 | 354,036 |
| 7 | 〃 | Oriental Best Foods Co., Ltd. |
〃 | Yes | 50,000 | 50,000 |
- |
2.33% | 2 | - | 〞 |
- | 〞 |
- | 354,036 | 354,036 |
| 8 | Taixu & Dachan Foods Co., Ltd |
Taixu & Dachan Foods (Bengbu) Co., Ltd. |
〃 |
Yes | 110,883 | 106,240 | 106,240 | - |
2 |
- | 〞 |
- | 〞 |
- | 245,632 | 245,632 |
| 9 | Mei Lan Lei Co., Ltd |
Great Wall Enterprise Co.,Ltd |
〃 | Yes | 180,000 | 180,000 | - |
2.33% | 2 | - | 〞 |
- | 〞 |
- | 938,572 | 938,572 |
| 9 | 〃 | Wonder Biotek Co., Ltd |
〃 | Yes | 50,000 | 50,000 |
- |
2.33% | 2 | - | 〞 |
- | 〞 |
- | 938,572 | 938,572 |
| 10 | TNT Biotechnology Co., Ltd. |
Great Wall International (Holdings) Ltd |
〃 | Yes | 27,613 | 26,106 |
26,106 | - |
2 |
- | 〞 |
- | 〞 |
- | 119,444 | 119,444 |
| 11 | Wonder Biotek Co., Ltd. |
Great Wall Enterprise Co.,Ltd |
〃 | Yes | 103,000 | 65,000 | 65,000 | 2.33% | 2 | - | 〞 |
- | 〞 |
- | 62,077 | 62,077 |
| 12 | Dachan Wanda (Tianjin) Co., Ltd |
Tianjin Chaochan Trade Co.,Ltd |
〃 |
Yes | 4,978 | - | - |
4.35% | 2 | - | 〞 |
- | 〞 |
- | 472,450 | 472,450 |
| 13 | Great Wall Grains International Ltd. |
Great Wall International (Holdings) Ltd |
〃 | Yes | 417,774 | 307,130 | 196,563 | - |
2 |
- | 〞 |
- | 〞 |
- | 412,811 | 412,811 |
| 14 | Foodchina Inc | Great Wall Enterprise Co.,Ltd |
〃 | Yes | 96,000 | 36,000 |
- |
2.33% | 2 | - | 〞 |
- | 〞 |
- | 171,322 | 171,322 |
Note 1: The purposes of fund financing for the borrower are classified as follows:
-
For those with business dealings: 1.
-
For those with short-term financing: 2.
Note 2: The total amount of loans to other parties must not exceed 40% of the Company’s net worth, while loans to individual entities must not exceed 20% of the Company’s net worth.
Note 3: The above-mentioned loans and transactions to related parties have been written off.
Note 4: For the subsidiaries, the total amount of loans to other parties and to individual entities must not exceed 40% of its net worth.
Note 5: For Great Wall Grains International Ltd. and foreign subsidiaries which the Company directly and indirectly hold 100% of the shares, the total amount of loans must not exceed twice of the Company's net worth, and the duration must not exceed 10 years
31
II. Guarantees and endorsements for other parties:
| No. | Name of guarantor |
Counter-party of guarantee and endorsement |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsements for a specific enterprise |
Highest balance for guarantees and endorsements during theperiod |
Balance of guarantees and endorsements as of reporting date |
Actual usage amount during the period |
Property pledged for guarantees and endorsements (Amount) |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements |
Parent company endorsements/ guarantees to third parties on behalf of subsidiary |
Subsidiary endorsements/ guarantees to third parties on behalf of parent company |
Endorsements/ guarantees to third parties on behalf of companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship with the Company |
||||||||||||
| 1 | Great Wall International (holdings) Co., Ltd (GWIH) |
Great Wall Milling Co., Ltd |
2 | 9,306,967 | 389,832 | 368,556 | 142,109 | - | 3.96% | 18,613,934 | Y |
||
| 1 | 〞 |
Seafood International Inc. |
2 | 9,306,967 | 324,860 | 307,130 | - | - | 3.30% | 18,613,934 | Y |
||
| 1 | 〞 |
Great Wall Grains International , Ltd. |
2 | 9,306,967 | 1,786,730 | 1,689,215 | - | - | 18.15% | 18,613,934 | Y |
||
| 1 | 〞 |
Dachan Liangyou Food (Shanghai) Co., Ltd |
6 | 9,306,967 | 316,820 | 303,520 | 69,376 | - | 3.26% | 18,613,934 | Y | ||
| 2 | Liaoning Great Wall Agri- Industrial Co., Ltd |
1. Dachan Food (Hebei) Co., Ltd 2. Dachan Wanda (Tianjin) Co., Ltd. |
4 |
714,750 | 38,018 | 36,422 | 12,054 | 36,422 | 2.55% | 1,429,500 | Y | ||
| 2 | 〞 |
Great Wall Agri (Hei Long Jiang) Co., Ltd |
4 | 714,750 | 22,630 | 21,680 | 4,447 | 21,680 | 1.51% | 1,429,500 | Y | ||
| 3 | Dachan Food (Asia) Limited |
Bengbu Dachan Food Co Ltd |
4 | 4,556,282 | 2,036,700 | 1,951,200 | 1,256,446 | - | 21.41% | 9,112,564 | Y |
Y | |
| 4 | Taixu & Dachan Foods(Dalia n) Co., Ltd |
Bengbu Dachan Food Co Ltd |
4 | 156,947 | 45,258 | 43,360 | 43,360 | - | 13.81% | 313,894 | Y |
Y |
Note 1: Guarantees and endorsements for other parties are classified into six types of relationships as follows:
-
For those with business dealings.
-
When the investing company owns more than 50% of shares with voting rights of the invested company.
-
When the invested company owns more than 50% of shares with voting rights of the investing company.
-
When the investing company owns more than 90% of shares with voting rights of the invested company.
-
For those in the same industry who are contractually obligated to endorse each other due to projects.
-
For companies that are endorsed and guaranteed by each investor based on their shareholding ratio due to joint ventures.
-
For companies in the same industry engaged in pre-sale house sales contracts who are contractually obligated to provide guarantees and endorsements in accordance with the Consumer Protection Act.
-
Note 2: The total amount of endorsement guarantees for other parties must not exceed the Company’s total net worth, while guarantees and endorsements for individual entities must not exceed 50% of the Company’s net worth.
-
Note 3: For subsidiaries, the total amount of guarantees and endorsements for other parties must not exceed double its total net worth and must not be higher than the Company’s total net worth.
-
Guarantees and endorsements for individual entities must not exceed the subsidiary’s total net worth, and must not be higher than 50% of the Company’s total net worth.
-
Note 4: The total amount of guarantees and endorsements backed by Dachan Food (Asia) Limited and its subsidiaries must not exceed Dachan Food (Asia) Limited's total net worth. Dachan Food (Asia) Limited's guarantees and endorsements for a single entity must not exceed 50% of its own net worth.
-
Note 5: The total amount of guarantees and endorsements backed by Liaoning Great Wall Agri-Industrial Co., Ltd. must not exceed its own net worth. Liaoning Great Wall Agri-Industrial Co., Ltd. 's guarantees and endorsements for a single entity must not exceed 50% of its own net worth.
-
Note 6: The total amount of guarantees and endorsements backed by Taixu & DaChan Foods (Dalian) Co.,Ltd. must not exceed its own net worth. Taixu & DaChan Foods (Dalian) Co.,Ltd. 's guarantees and endorsements for a single entity must not exceed 50% of its own net worth.
32
III. Information on investment in mainland China:
- The names of investees in Mainland China, the main businesses and products, and other information:
(In Thousands of CNY/USD)
| Name of investee |
Main businesses and products |
Total amount of paid-in capital |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2021 |
Investment flows |
Investment flows |
Accumulated outflow of investment from Taiwan as of December 31, 2022 |
Net income (losses) of the investee |
Percentage of ownership |
Highest percentage of ownership |
Investment income (losses) |
Book value |
Accumu-lated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outflow |
Inflow | ||||||||||||
| Great Wall Food (Tianjin) Co.,Ltd. 2.(2) |
Production and sale of flour related products |
USD 7,278 | 2 | 53,136 | - | - |
53,136 |
685 | 78.40% | 78.40% | 537 | 890,781 |
- |
| Miyasun-Great Wall Foods (Dalian) Co., Ltd. 2.(1) |
Production and sale of processed chicken products |
USD 9,872 | 〞 |
- | - | - |
- |
53,258 | 55.69% | 55.69% | 29,661 | 212,171 |
- |
| Great Wall Foods (Dalian) Co.,Ltd. 2.(1) |
Production and sale of chicken and feed |
USD 26,600 | 〞 |
315,908 | - | - |
315,908 |
139,704 | 33.42% | 33.42% | 46,683 | 673,331 |
- |
| Liaoning Great Wall Agri-Industrial Co.,Ltd. 2.(1) |
Production and sale of feed |
USD 19,201 | 〞 |
229,600 | - | - |
229,600 |
56,905 | 55.69% | 55.69% | 31,692 | 796,131 |
- |
| Great Wall Agri (Hei Long Jiang) Co., Ltd. 2.(1) |
Production and sale of feed |
USD 6,563 | 〞 |
- | - | - |
- |
21,480 | 55.69% | 55.69% | 11,963 | 271,944 |
- |
| Great Wall Agri (Yingkou) Co., Ltd. 2.(1) |
Production and sale of feed |
USD 17,886 | 〞 |
57,813 | - | - |
57,813 |
(23,048) | 55.69% | 55.69% | (12,836) | (621) |
- |
| Great Wall Agri (Tieling) Co., Ltd. 2.(1) |
Production and sale of chicken and feed |
USD 14,151 | 〞 |
84,655 | - | - |
84,655 |
(95,005) | 55.69% | 55.69% | (52,911) | 622,349 |
- |
| Dachan Wanda (Tianjin) Co., Ltd. 2.(1) |
Production and sale of chicken and feed |
USD 579,060 | 〞 |
- | - | - |
- |
(155,738) | 55.69% | 55.69% | (86,735) | 657,803 |
- |
| Dongbei (Beijing) Consultant Co., Ltd. 2.(1) |
Management consulting services |
RMB 500 | 〞 |
- | - | - |
- |
(1,894) | 55.69% | 55.69% | (1,055) | (11,937) |
- |
| Beijing FoodChina Online Information & Technology Ltd. 2.(2) |
Feed trading, animal products wholesale, and feed and agricultural products retail |
USD 182 | 〞 |
- | - | - |
- |
(4) | 94.99% | 94.99% | (5) | 733 |
- |
| Dongbei Agri (Changchun) Co.,Ltd. 2.(1) |
Production and sale of feed |
USD 1,111 | 〞 |
19,483 | - | - |
19,483 |
5,591 | 55.69% | 55.69% | 3,114 | 109,488 |
- |
| Great Wall Gourmet (Shanghai) Co., Ltd. 2.(1) |
Production and sale of chicken, pork, and frozen processed foods |
RMB 6,940 | 〞 |
82,000 | - | - |
82,000 |
11,339 | 55.69% | 55.69% | 6,315 | 84,599 |
- |
| DaChan Showa Foods (Tianjin) Co.,Ltd. 2.(2) |
Production and sale of flour related products |
USD 8,950 | 〞 |
26,158 | - | - |
26,158 |
24,515 | 55.00% | 55.00% | 13,483 | 181,872 |
- |
| Dachan (Hunan) Feed Technologies Co.,Ltd. 2.(1) |
Production and sale of feed |
USD 2,234 | 〞 |
- | - | - |
- |
(3,221) | 55.69% | 55.69% | (1,794) | 25,285 |
- |
| Dachan Food (Hebei) Co., Ltd. 2.(1) |
Production and sale of feed |
USD 53,767 | 〞 |
- | - | - |
- |
104,265 | 55.69% | 55.69% | 58,068 | 88,504 |
- |
| Dachan Liangyou Food (Shanghai) Co., Ltd. 2.(1) |
Production and sale of flour related products |
USD 200,000 | 〞 |
- | - | - |
- |
(175,993) | 43.00% | 43.00% | (75,677) | 152,942 |
- |
| Great Wall Agrotech Huludao Co., Ltd. 2.(1) |
Production and sale of feed |
USD 3,800 | 〞 |
- | - | - |
- |
4,381 | 55.69% | 55.69% | 2,440 | 52,111 |
- |
| Great Wall FeedTech (Tianjin) Co., Ltd. 2.(1), (2) |
Production and sale of feed |
USD 14,536 | 〞 |
- | - | - |
- |
21,495 | 100.00% | 100.00% | 21,495 | 673,283 |
- |
| Shanghai Universal Chain Food Co., Ltd. 2.(3) |
Italian food and dining, bakery, and restaurant management services |
USD 3,100 |
〞 |
101,680 | - | - |
101,680 |
(627) | 100.00% | 100.00% | (627) | 127,023 |
- |
| Great Wall Yung Huo Food (Beijing) Co., Ltd. 2.(3) |
Chinese fast food chains |
USD 15,954 | 〞 |
44,647 | - | - |
44,647 |
(44) | 79.03% | 79.03% | (35) | (14,317) |
- |
| Nanjing Tengcheng Enterprise Management Co.,Ltd 2.(2) |
Restaurant management |
USD 21,006 | 〞 |
37,902 | - | - |
37,902 |
4,066 | 100.00% | 100.00% | 4,066 | 80,332 |
- |
| Kunshan Tengcheng Enterprise Management Co.,Ltd 2.(2) |
Restaurant management |
USD 5,000 | 〞 |
- | - | - |
- |
(535) | 80.00% | 80.00% | - | 21,256 | - |
33
| Name of investee |
Main businesses and products |
Total amount of paid-in capital |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2021 |
Investment flows |
Investment flows |
Accumulated outflow of investment from Taiwan as of December 31, 2022 |
Net income (losses) of the investee |
Percentage of ownership |
Highest percentage of ownership |
Investment income (losses) |
Book value |
Accumu-lated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outflow |
Inflow | ||||||||||||
| Beijing Universal Chain Food Co., Ltd. 2.(2) |
Italian food and dining and bakery |
RMB 5,580 | 2 |
115,697 | - | - |
115,697 |
(15,751) | 100.00% | 100.00% | (15,751) | 39,839 |
- |
| Saboten Catering Operation (Beijing) Co.,Ltd. 2.(2) |
Japanese food and dining and restaurant management services |
USD 2,500 | 〞 |
46,938 | - | - |
46,938 |
43,556 | 50.00% | 50.00% | 21,778 | 80,905 |
100,912 |
| Shanghai Xunshi Foods Co.,Ltd. 2.(3) |
Chinese fast food chains | USD 278 | 〞 |
- | - | - |
- |
- | 100.00% | 100.00% | - | (8,073) | - |
| Beijing Dingfenggang Catering Co.,Ltd. 2.(3) |
Chinese fast food chains |
USD 5,500 | 〞 |
29,641 | - | - |
29,641 |
655 | 75.00% | 75.00% | 491 | (482) |
- |
| Beijing Duhsiaoyueh Restaurant Co.,Ltd 2.(2) |
Chinese fast food chains | USD 29,000 |
〞 |
51,707 | - | - |
51,707 |
7,060 | 70.00% | 70.00% | 4,942 | 21,728 |
- |
| Tianjin Fast Food Co.,Ltd 2.(3) |
Food processing | RMB 5,800 | 〞 |
175,676 | - | - |
175,676 |
4,409 | 100.00% | 100.00% | 4,409 | (33,285) |
- |
| TNT Biotechnology (Tianjin) Co., Ltd. 2.(1), (2) |
Feed | RMB 11,602 |
〞 |
303,344 | - | - |
303,344 |
(6,713) | 100.00% | 100.00% | (6,713) | 260,004 |
- |
| Shanghai All-Household Restaurant Management Co., Ltd 2.(3) |
Chinese and western fast food chains |
USD 10,000 |
〞 |
- | - | - |
- |
(10,578) | 50.00% | 50.00% | (5,289) | 15,075 |
- |
| Taixu & DaChan Foods (Dalian) Co.,Ltd. 2.(1) |
Production and sale of pork |
USD 21,595 |
〞 |
- | - | - |
- |
5,154 | 22.28% | 22.28% | 1,148 | 66,961 |
- |
| Shangdong Dachan Biotechnology Co., Ltd. 2.(1) |
Production and sale of feed |
USD 3,000 | 〞 |
- | - | - |
- |
15,165 | 55.69% | 55.69% | 8,446 | (30,075) |
- |
| Zhenglanqi Dachan Eco-Ranch Co., Ltd. 2.(1) |
Food services: Raising and selling of animals |
USD 100 | 〞 |
- | - | - |
- |
(9,337) | 55.69% | 55.69% | (5,200) | (70,102) |
- |
| Bengbu Dachan Food Co., Ltd. 2.(1) |
Production and sale of chicken and feed |
RMB 366,860 |
〞 |
- | - | - |
- |
11,050 | 55.69% | 55.69% | 6,154 | 1,100,218 |
- |
| Tianjin Dachan Prospect Research and Development Co., Ltd. 2.(1) |
Research |
RMB 100 | 〞 |
- | - | - |
- |
(22,114) | 55.69% | 55.69% | (12,316) | (49,428) |
- |
| Tianjin Chao Cheng Food Trade Co., Ltd. 2.(1) |
Food trading | USD - | 〞 |
- | - | - |
- |
3,059 | - % |
30.62% | 937 | - |
- |
| TIAN JIN SUPER PIG AST Co., Ltd. 2.(1) |
Production and sale of pork |
USD 100 | 〞 |
- | - | - |
- |
141,386 | 55.69% | 55.69% | 78,742 | - |
- |
| DaChan Livestock Development Co., Ltd. 2.(1) |
Construction and leasing of poultry farms |
RMB 1,000 | 〞 |
- | - | - |
- |
(10,311) | 22.28% | 22.28% | (2,297) | (1,073) |
- |
| Dachan Agricultural Technologies (Sichuan) Co., Ltd. 2.(1) |
Sale of feed | USD 20,000 |
〞 |
- | - | - |
- |
14,862 | 55.69% | 55.69% | 8,277 | 54,327 |
- |
| Taixu & DaChan Foods (Dalian) Co., Ltd. 2.(1) |
Production and sale of pork |
USD 40,000 |
〞 |
- | - | - |
- |
38,963 | 22.28% | 22.28% | 8,680 | 81,209 |
- |
| Tai Ji Food Co., Ltd. 2.(3) |
Processing and sale of food |
RMB 4,150 | 〞 |
48,993 | - | - |
48,993 |
(7,779) | 100.00% | 100.00% | (7,779) | (94,752) |
- |
| Advent Prosperity Real Estate Development Co. Ltd 2.(1), (2) |
Real Estate | RMB 435,500 |
〞 |
- | - | - |
- |
113,445 | 33.01% | 33.01% | 11,554 | 1,113,254 |
- |
| Dachan Shinyeh Catering Management (Beijing) Co., Ltd 2.(3) |
Chinese and western fast food chains |
RMB 1,670 | 〞 |
20,792 | - | - |
20,792 |
(1,223) | 40.00% | 40.00% | (489) | 2,143 |
- |
| Shanghai Guangcheng Catering Co.,Ltd 2.(3) |
Chinese food and dining | RMB 4,884 | 2 |
- | - | - |
- |
15,250 | 20.68% | 20.68% | 3,153 | 61,522 |
- |
| Hepeer Catering Management (Beijing) Co., Ltd. 2.(3) |
Chinese food and dining | RMB 6,000 | 〞 |
- | - | - |
- |
(46) | 20.00% | 20.00% | (9) | 2,854 |
- |
| TianJin Hai Rei Food Limited 2.(3) |
Food processing | RMB 4,994 | 〞 |
- | - | - |
- |
(2,415) | 22.28% | 22.28% | (966) | 2,059 |
- |
| Rupp & DaChan Foods (Tianjin) Co., Ltd. 2.(3) |
Feed research | RMB 50,000 |
- | - | - |
- |
(2,278) | 22.28% | 22.28% | (911) | 43,918 |
- |
|
| Great Wall Agri Hebei) Co., Ltd 2.(3) |
Production and sale of feed |
RMB 22,000 |
〞 |
- | - | - |
- |
- | 55.69% | 55.69% | - | 95,375 | - |
34
2. Limitation on investment in Mainland China:
| (In USD) | ||
|---|---|---|
| Accumulated Investment in Mainland China as of December 31,2022 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| (USD 69,142,584 ) 2,123,023 |
(USD 240,735,856 ) 7,391,794 |
14,214,349 |
Note 1: Investments are classified into four types as follows:
-
Investment in Mainland China companies by remittance through a third region
-
Establishing a company in a third region then investing in Mainland China companies.
-
Investment in Mainland China via reinvesting in an established company in a third region.
-
Direct investment in a Mainland China company.
-
Other.
-
Note 2: The relevant figures in the chart above related to foreign currencies have been converted to NTD according to the exchange rate as of the reporting date. For profit or loss recognition, conversion into NTD is made according to the annual and monthly weighted average exchange rate.
Note 3: This figure does not include capital surpluses.
Note 4: Investment income (losses) should include the following information:
-
If the invested entity is still under preparation, resulting in no investment income or losses, it should be disclosed.
-
There are three types of basis used for recognizing investment income and loss, which should be disclosed:
-
(1) Audit reports prepared by international CPA firms that have a cooperative relationship with an ROC CPA firm. (2) Audit reports prepared by the Taiwan CPA which audited the parent company.
-
(3) Financial reports prepared by the invested company that have not been audited by any CPA.
-
Significant inter-company transactions with the subsidiaries in Mainland China: None.
35
| Great Wall Enterprise Co., Ltd. Profit Distribution 2023 Currency Unit: NT$ |
||
| Balance as of January 1, 2023 | 2,862,841,890 | |
| Add (Less): | ||
| Welfare project revaluation variable | 2,757,123 | |
| Income after taxes for the year | 4,069,203,285 | |
| Earnings available for distribution | 6,934,802,298 | |
| Less (Add): | ||
| Legal reserve | 407,196,041 | |
| Distribution items | ||
| Shareholder dividends - cash (NT$2.2per share). |
1,968,487,888 | |
| Undistributed earnings at the end of the period | 4,559,118,369 |
Note: (1) Dividend distribution for the year shall not exceed the amount available for distribution in the period.
- (2) Dividends will be distributed preferentially based on the after-tax benefits in 2023.
36
Great Wall Enterprise Co., Ltd.
Articles of Incorporation
| Articles of Incorporation | ||
|---|---|---|
| Article | 1 | The Company is organized in accordance with the Company Act under the name |
| of Dachan Great Wall Group. | ||
| Article | 2 | The business to be operated by the Company is as follows: |
| (1) The procurement, selling, delivery, production, and processing of vegetable | ||
| oil seeds and coconut rice bran. | ||
| (2) The procurement, selling, delivery, production, processing, wholesaling and | ||
| retailing of vegetable oil and its by-products including millets, fertilizers, | ||
| feed, bran, and powder. | ||
| (3) Oil, flour, cornflour, fertilizer, feed, millets, food, bran, noodles, instant noodles, | ||
| instant rice noodle, cookies, bread. can, dairy products, ice products, juice, | ||
| beverages, and food-related agency, processing, procurement, delivery, | ||
| wholesaling, and retailing. | ||
| (4) Procurement and delivery of seedling. | ||
| (5) Livestock business and related food processing and selling. | ||
| (6) Import/export and selling of wine. | ||
| (7) Procurement and delivery of wheat. | ||
| (8) Animal medicine selling. | ||
| (9) Supermarket business. | ||
| (10) Production and procurement for self-used packages. ( including metal, alloy, | ||
| plastics, papers, cloths, wooden cans, barrels, boxes, bags, etc.) | ||
| (11) Frozen food, processing and selling of refrigerated and frozen food. | ||
| (12) Processing and selling of slaughtered poultry and meat products. | ||
| (13) The inventory of the above products. | ||
| (14) Import/export trading of the above products. | ||
| (15) Delegate construction companies in building public housing and lease and | ||
| sale of commercial buildings. | ||
| (16) A401040 Livestock Service. | ||
| (17) C199990 Other Food Manufacturing Not Elsewhere Classified.(liquid | ||
| egg,、egg powder, value-added egg, soy egg, tea egg, salted egg, kinshi, egg | ||
| sheet, steamed egg, omelette, egg tofu, egg tendon, and other processed egg | ||
| products) | ||
| (18) C802010 Fertilizer Manufacturing. | ||
| (19) A102041 Recreational Agriculture. |
37
| (20) F501060 Restaurants. | ||
|---|---|---|
| (21) J901020 Hotels and Motels. | ||
| All business not prohibited or restricted by law, except for those subject to | ||
| special approval. | ||
| The operations of the above businesses shall be conducted in accordance with | ||
| the relevant laws and regulations. | ||
| Article | 2-1 | The Company may act as a guarantor for other companies. |
| Article | 2-2 | The total amount of the Company's reinvestment may exceed 40% of the total |
| paid-in capital. | ||
| Article | 3 | The headquarters of the Company is located in Tainan County, Taiwan. The |
| Company may establish branches or subsidiaries in Taiwan or overseas as the | ||
| Company may require upon resolution by the board of directors of the Company. | ||
| ("Board or "Board of Directors"). | ||
| Article | 4 | Deleted. |
| Chapter 2 Shares | ||
| Article | 5 | The total capital amount of the Company is 9.9 billion New Taiwan Dollars, |
| divided into 990 million shares with a par value of ten New Taiwan Dollars each | ||
| and shall be issued in installments. | ||
| Article | 5-1 | Taiwan Depository & Clearing Corporation (TDCC) may request to combine |
| and issue large-denomination securities. | ||
| The Company may issue shares without certificates, and such shares shall be | ||
| registered with a central securities depository. | ||
| Article | 6 | The Company's shares shall be registered and numbered, and shall bear the |
| signatures or personal seals of at least three directors, and be issued upon | ||
| certification in accordance with the law. | ||
| Article | 7 | Due to the transfer, transfer or loss of destruction and the transfer of shares, the |
| stocks are handled in accordance with the company law and relevant laws and | ||
| regulations. | ||
| Article | 8 | The Company shall reserve the specimen chop of the shareholders and the |
| representative of an institutional shareholder. The chop is required if a | ||
| shareholder is carryingout his/her rights or handlingstock affairs in written |
38
| form. | ||
|---|---|---|
| Article | 9 | Registration for the transfer of shares shall be completed sixty (60) days before |
| the date of each annual meeting, thirty (30) days before the date of each special | ||
| meeting, or five (5) days before the date on which dividends, bonus, or any other | ||
| distributions will be paid or made by the Company. | ||
| Chapter 3 Shareholders' Meetings | ||
| Article | 10 | Annual meetings shall be convened by the Board of Directors annually within |
| six (6) months after the end of each fiscal year. Special meetings may be | ||
| convened pursuant to the regulations when necessary. | ||
| Article | 11 | The meeting date, venue, and meeting purpose shall be informed of each |
| shareholder thirty (30) days before an annual meeting, and fifteen (15) days | ||
| before a special meeting. | ||
| Article | 12 | A shareholder may appoint a proxy to attend a shareholders' meeting on |
| his/her/its behalf by executing a power of attorney printed by the Company, | ||
| which includes the scale appointed and the signature/chop. When a person acts | ||
| as the proxy for two or more shareholders, the number of the 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 | 13 | The Chairman of the Board of Directors shall be the chairperson presiding at the |
| Meeting in the case that the Meeting is convened by the Board of Directors. If, | ||
| for any reason, the Chairman of the Board of Directors cannot preside at the | ||
| Meeting, the Chairman may appoint a director to act on his behalf. If no one is | ||
| appointed, the directors shall select from among themselves one person to | ||
| perform the Chairman's duties. | ||
| Article | 14 | Unless otherwise provided for in the Company Act, resolutions shall be adopted |
| by a majority vote at a meeting which is attended by shareholders who represent | ||
| a majority of the total issued shares. | ||
| Article | 15 | (Deleted) |
39
Article 16 Resolutions made at a Shareholders' Meeting shall be recorded as minutes of the meeting, in which the date, venue, name of the chairperson, method of resolution, and summary and results of meeting proceedings shall be recorded and signed or sealed by the chairperson. The document shall be preserved as long as the Company exists. The minutes shall be distributed to each shareholder within 20 days after the Shareholders Meeting. An electronic form may be applied. The attendance book of the shareholders and the power of attorney attending the shareholders must be kept for at least one year. Chapter 4 Directors Article 17 The Company has ten to fifteen directors. The number of candidates should be determined by the Board of Directors. At least three independent directors shall be included. Elections of Directors (including Independent Directors) shall be conducted in accordance with the candidate nomination system. A cumulative voting system shall be adopted during the shareholders' meeting according to Article 198 of the Company Act. The total amount of registered shares held by all directors shall not be less than a certain amount of issued shares. Such amount shall be determined by the competent authority. The election of independent directors and non-independent directors shall be held concurrently, provided that the number of independent directors and non-independent directors elected are calculated separately. The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of nomination, the election of the independent directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority. Article 17-1 The Company establishes the Audit Committee in accordance with Article 14-4 and Article 181-2 of the Securities and Exchange Act. On the day the Audit Committee is established, the Supervisors will be discharged. The duties of the Supervisors provided under the Company Act, the Securities and Exchange Act and other relevant laws shall become duties of the Audit Committee. The Audit Committee consists of all the Independent Directors, and the number of committee members shall be three persons or more, one of which shall be the convenor. At least one person should have a professional background in accounting and finance. The Charter of the Audit Committee shall be enacted by the Board of Directors separately. Article 18 The Chairman of the Board shall be elected among more than half of the Directors with more than two-thirds of the Directors present at the meeting. The present at the meeting. The resent at the meeting. The g. The . The
Chapter 4 Directors Article 17 The Company has ten to fifteen directors. The number of candidates should be determined by the Board of Directors. At least three independent directors shall be included. Elections of Directors (including Independent Directors) shall be conducted in accordance with the candidate nomination system. A cumulative voting system shall be adopted during the shareholders' meeting according to Article 198 of the Company Act. The total amount of registered shares held by all directors shall not be less than a certain amount of issued shares. Such amount shall be determined by the competent authority. The election of independent directors and non-independent directors shall be held concurrently, provided that the number of independent directors and non-independent directors elected are calculated separately. The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of nomination, the election of the independent directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority. Article 17-1 The Company establishes the Audit Committee in accordance with Article 14-4 and Article 181-2 of the Securities and Exchange Act. On the day the Audit Committee is established, the Supervisors will be discharged. The duties of the Supervisors provided under the Company Act, the Securities and Exchange Act and other relevant laws shall become duties of the Audit Committee. The Audit Committee consists of all the Independent Directors, and the number of committee members shall be three persons or more, one of which shall be the convenor. At least one person should have a professional background in accounting and finance. The Charter of the Audit Committee shall be enacted by the Board of Directors separately. Article 18 The Chairman of the Board shall be elected among more than half of the Directors with more than two-thirds of the Directors present at the meeting. The present at the meeting. The resent at the meeting. The g. The . The
40
Vice Chairman shall be elected with the same method. The Chairman of the Board represents the Company. Article 19 Except for the first Board meeting of each term where the chairperson shall be the director with the most voting rights, the Chairman of the Board shall convene and chair the meetings. In the Chairman's absence or unavailability, the Vice Chairman shall chair the meeting on his behalf. In the event that the Vice Chairman is absent or unavailable as well, the Chairman shall, in advance, appoint a director to act in his place. In the event that the Chairman does not appoint an agent, one director shall be elected from among themselves to act in his place. Article 19-1 In convening a Board meeting, a notice shall be given to each Director no later than 7 days prior to the scheduled meeting date. In case of an emergency, a Board of Directors meeting may be convened at any time. The abovementioned notice shall disclose the meeting purpose and may be delivered via mail, email, or fax. Article 20 The term of office of a director is three years; he/she may be eligible for re-election. In case the expiration of the term of office of existing directors is earlier than the end of the year, the term of office of out-going directors shall be extended until the time new directors have been elected in a shareholders' meeting. Article 20-1 The Company may purchase liability insurance for the directors (including the managers) during their tenures, which shall cover the directors' liabilities arising from the performance of their duties. Article 21 The Board of Directors shall have the following powers and duties: (1) Review and adopt material rules of the Company; (2) Decide on the business directions of the Company; (3) Approve budgets and financial statements; (4) Proposals of profit distribution or loss coverage. (5) Submit proposals regarding capital increase or reduction; (6) Enforce the decisions resolved in the shareholder meeting. Other material matters Article 22 Except as otherwise provided by the Company Act, resolutions of the Board of Directors shall be adopted by at least a majority of the directors present at a meeting attended by at least a majority of the directors holding office. A director may appoint another director as his/her proxy to attend the board of directors meetings. Minutes of the Board meetings shall be signed by or affixed
41
with seals of the chairperson, and kept by the Company. Article 23 Directors may request traveling expenses no matter the Company is in profit or deficit. The amount shall be decided by the Board of Directors.
Chapter 5 Supervisors Article 24 Deleted Article 25 Deleted Article 26 Deleted Article 27 Deleted Article 28 Deleted Chapter 6 Managers Article 29 The Company may designate one General Manager. The appointment, discharge and remuneration of the General Manager may be handled in accordance with Article 29 of the Company Act. Article 30 The General Manager shall comprehensively oversee the Company's day-to-day operations as delegated by the Chairman. Article 31 The Board of Directors may hire an accountant as an accounting consultant, a lawyer as a law consultant, and a professional as the consultant of the Company upon the business's request. Chapter 7 Accounting Article 32 The Company adopts a fiscal year ending on December 31st on a full-year basis. Article 33 Upon closing of each fiscal year, the Board of Directors shall prepare the following documents and shall forward the same to the Supervisors for auditing no later than the thirty (30) days prior to the meeting date of the annual shareholder meeting: (1) Business operation report; (2) Financial statements;
42
(3) Proposal for profit distribution or loss coverage
Article 34 The Company's net income before tax before deducting the remuneration to employees and Directors should be used to make up for aggregated losses, no less than 2% of any remainder shall be allocated as the employees’ remuneration and no more than 2% shall be allocated as the Directors’ remuneration. Employee compensation and director compensation shall be distributed in the form of shares or cash. The distribution of compensation shall be approved by a majority of the Directors present at the Board of Directors' meeting attended by at least two-thirds of all Directors, and shall be reported at the shareholders' meeting. The above remuneration to the employees may be allotted in cash or stock, eligible personnel includes employees at subsidiaries that meet the requirement. If the Company has profited at the end of the year, it shall first pay all the taxes and cover the losses over the past years. It shall then set aside ten (10) percent as a legal reserve, and another amount as special reserve according to the regulations of the competent authority. If earnings still remain, the amount, along with the accumulated undistributed earnings in the past years, shall become remunerations. The proposal shall be prepared by the Board of Directors, and be implemented in shares after the approval of the Shareholders' Meeting Pursuant to paragraph 5 of Article 240 of the Company Act, the Company may authorize the distributable dividends and bonuses or whole/partial legal reserve and capital reserve as provided in paragraph 1 of Article 241 of the Company Act. It 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. However, the ratio of earnings distribution and the ratio of shareholders' cash dividends shall be adjusted based on the resolution adopted at the shareholders' meeting according to the actual profit and capital status of the Company for the current year. Shareholders' dividends: The cash dividends shall not be less than ten (10) percent of the total dividends. If the cash dividend per share is less than NT$0.10, it will not be distributed and will be distributed as stock dividend instead. If after-tax profit accumulated from the previous year or after-tax profit for the current year is not enough to set aside an amount equal to deductions from shareholders' equity to special reserve, the undistributed earnings at the beginning of the period shall be set aside to special reserve, and deductions shall be made before earnings are distributed.
43
Chapter 8 Supplemental Provisions Article 35 Matters not specified in this Articles of Incorporation shall be governed by the Company Act. Article 36 This Articles of Incorporation shall be implemented after the approval of the shareholders' meeting. Article 37 The Articles of Incorporation was enacted on November 21, 1960. The first amendment was made on November 21, 1960. The second amendment was made on December 22, 1960. The third amendment was made on November 19, 1964. The fourth amendment was made on April 17, 1965. The fifth amendment was made on June 20, 1965. The sixth amendment was made on February 27, 1966. The seventh amendment was made on June 16, 1967. The eighth amendment was made on May 15, 1969. The ninth amendment was made on October 30, 1970. The tenth amendment was made on March 31, 1971. The eleventh amendment was made on December 24, 1972. The twelfth amendment was made on September 12, 1973. The thirteenth amendment was made on October 24, 1973. The fourteenth amendment was made on November 9, 1973. The fifteenth amendment was made on March 4, 1974. The sixteenth amendment was made on May 26,1974. The seventeenth amendment was made on January 15, 1975. The eighteenth amendment was made on March 7, 1975. The nineteenth amendment was made on May 20, 1975. The twentieth amendment was made on May 15, 1976. The twenty-first amendment was made on April 23, 1977. The twenty-second amendment was made on October 27, 1977. The twenty-third amendment was made on February, 18, 1978. The twenty-fourth amendment was made on May 3, 1979. The twenty-fifth amendment was made on May 15, 1980. The twenty-sixth amendment was made on April 1, 1981. The twenty-seventh amendment was made on May 5, 1982. The twenty-eighth amendment was made on May 10, 1983. The twenty-ninth amendment was made on June 30, 1984. The thirtieth amendment was made on July 11, 1985.
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The thirty-first amendment was made on June 7, 1986. The thirty-second amendment was on May 9, 1987. The thirty-third amendment was made on May 7, 1988. The thirty-fourth amendment was made on May 17, 1989. The thirty-fifth amendment was made on June 5, 1990. The thirty-sixth amendment was made on June 1, 1991. The thirty-seventh amendment was made on May 30, 1992. The thirty-eighth amendment was made on June 22, 1993. The thirty-ninth amendment was made on June 2, 1994. The fortieth amendment was made on May 19, 1995. The forty-first amendment was made on June 26, 1997. The forty-second amendment was made on June 19, 1998. The forty-third amendment was made on June 21, 2000. The forty-fourth amendment was made on June 25, 2002. The forty-fifth amendment was made on June 11, 2004. The forty-sixth amendment was made on June 15, 2007. The forty-seventh amendment was made on June 18, 2010. The forty-eighth amendment was made on June 17, 2011. The forty-ninth amendment was made on June 20, 2012. The fiftieth amendment was on June 24, 2014. The fifty-first amendment was made on June 9, 2015. The fifty-second amendment was on June 24, 2016. The fifty-third amendment was made on June 15, 2018. The fifty-forth amendment was made on May 31, 2019.
Great Wall Enterprise Co., Ltd.
Chairman: Han Chia-Yau
45
Great Wall Enterprise Co., Ltd.
Shareholders Conference Rules
Approved by the Shareholders' Meeting on June 5, 2020.
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I. Unless otherwise prescribed by relevant laws and ordinances or the Company's Articles of Incorporation, the Company shall duly convene the shareholders' meeting exactly in accordance with these Rules.
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II. The Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the register. The amount of attending shares is calculated based on the submitted attendance cards.
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III. The participation and voting by shareholders shall be duly calculated based on the number of shares they hold.
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IV. The shareholders' meeting shall be held in the city or county where the Company is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such meeting, and shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.
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V.
If a shareholders' meeting is convened by the board of directors of the Company (the "Board" or "Board of Directors"), the Chairman of the Board shall preside at such meeting. If the Chairman of the Board is on leave or unable to exercise his powers and duties for any reason, the Vice Chairman of the Board shall preside at such meeting. The Chairman of the Board shall designate a managing director to preside as the chairman if a Vice Chairman is not appointed, or if the Vice Chairman of the Board is on leave or unable to exercise his powers and duties for any reason. If no managing director of the Company is appointed, the Chairman of the Board shall designate a director to preside as the chairperson. If the Chairman of the Board fails to designate a chairperson for the meeting, the managing director or the directors shall nominate one from among themselves to preside at the meeting.
If the Board of Directors convenes a shareholders' meeting, at least one person of the functional committees shall attend the meeting. The attendance shall be recorded in the meeting minutes.
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If the shareholders' meeting is convened by a person with the authority to convene other than the Board of Directors, such person shall act as the chairperson at that meeting.
- VI. The Company may appoint the retained Attorney(s)-at-Law, Certified Public Accountant(s) or relevant personnel to participate in a shareholder meeting as an observer.
Staff at the shareholders' meetings shall wear ID badges or arm badges.
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VII. The Company shall record the entire process of from accepting reporting, meeting procedure so as voting process.
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VIII. The chairperson shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with Article 175 of the Company Act.
In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the Company Act.
IX. The agenda for the shareholders' meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. Unless otherwise resolved by resolution at the meeting, the meeting shall be carried out in accordance with the scheduled agenda.
The chairperson shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including occasional (extemporaneous) motions) unless duly resolved in the meeting. After the meeting is adjourned, the shareholders shall not elect another chairperson to resume such meeting at the same location or seek an alternative venue. In the event that the chairperson announces adjournment of the meeting against the Rules and Procedures of the Shareholders' Meeting, however, a member of the Board may be elected by a majority of the
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present shareholders to act as the chairperson to reconvene the meeting.
- X. An attending shareholder shall issue and submit a floor note before speaking at the shareholder meeting. The floor note shall expressly describe the subject of his or her opinions and his or her shareholder account number (or the code of the participation certificate) so that the chairperson may fix the order of speaking.
An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of shareholder's speech and those recorded on the slip, the contents of shareholder's speech shall prevail.
When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairperson and such speaking shareholder; the chairperson shall stop any such violations.
- XI. On the same issue, each shareholder shall not take the floor more than twice and a shareholder shall not speak more than three minutes for each round unless agreed upon by the chairperson.
The chairperson may stop the speech of any shareholder that is in violation of the preceding paragraph or exceeds the scope of the proposal.
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XII. If a juristic person is entrusted to attend the shareholders' meeting, such juristic person may only appoint one person to be its representative at the meeting. In the event that a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholder meeting, only one representative may speak for the same issue.
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XIII. After the speech is given by an attending shareholder, the chairperson may personally respond or designate relevant personnel to respond.
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XIV. Where the chairperson believes an issue has been discussed in the meeting up to the level for voting, the chairperson may announce discontinuance of the discussion process and bring that issue to a vote.
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XV. The person(s) supervising the casting of the ballots and the person(s) counting the ballots are designated by the chairperson, provided that the person(s) supervising the casting of the ballots shall be a shareholder. The voting results shall be announced at the meeting and recorded in writing.
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XVI. During the process of the meeting, the chairperson may announce a recess at an appropriate time.
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XVII. Except as otherwise provided under the Company Act and/or the Company's
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Articles of Incorporation, a resolution shall be adopted with the approval of more than one-half of the votes of the shareholders present.
If, in the course of the vote, no objections are made by the shareholders present after inquiry by the chairperson, such proposal is deemed to be adopted with the same effect as if it had been adopted through a voting process.
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XVIII. In the event that an amendment or a substitute comes out of the same issue, the chairperson shall fix the order of balloting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.
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IXX. Article 19 The chairperson may direct patrol personnel (or security personnel) to assist in maintaining the order of the meeting. Such patrol personnel (or security personnel) shall wear arm badges marked "Patrol Personnel" while assisting in maintaining the order of the meeting.
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XX. These Rules and any amendments hereof shall be put into enforcement after being resolved at the shareholder meeting.
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Great Wall Enterprise Co., Ltd.
Procedures for the Transfer of Repurchased Shares to Employees
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I. Purpose: In order to motivate employees and enhance their employees' loyalty, the Company has formulated its Procedures for the Transfer of Repurchased Shares to Employees pursuant to the provisions set forth in Subparagraph 1, Paragraph 1, Article 28-2 of the Securities and Exchange Act and the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies governing the transfer of shares repurchased by the Company to employees.
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II. Scope of application: The Company shall comply with the rules of these Procedures, in addition to complying with relevant laws and regulations, for the transfer of shares repurchased by the Company to employees.
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III. Tasks:
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3.1 Subject matter of transfer: The shares transferred to the employees are the ordinary shares of Great Wall Enterprise Co., Ltd., whose rights and obligations are the same as those of other outstanding ordinary shares, except as otherwise provided by relevant laws and regulations and these Procedures.
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3.2 Transfer period: The repurchased shares may be transferred to employees at once or in installments within five years from the date of share purchase in accordance with these Procedures. If the shares are not transferred after five years, the shares shall be canceled in accordance with the laws and regulations.
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3.3 Eligibility: Employees who have served the Company for at least one year (inclusive) before the record date of the subscription, or employees whose status, rank, years of service, and special contribution to the Company have been considered by the management unit and approved by the Board of Directors, shall be entitled to subscribe for the Company’s shares in accordance with the subscription number set forth in 4.4 of these Procedures. The term "employees" as used herein means the full-time employees of the Company and the domestic and foreign subsidiaries in which the Company directly or indirectly holds 50% or more of the total shares.
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3.4 Number of shares to be subscribed: The number of shares to be subscribed by employees is subject to the management unit's consideration of their status, rank, years of service, and special contribution to the Company. The total number of shares to be transferred to employees shall not exceed the total number of shares held by the Company for repurchase on the record date of the subscription. The number of shares to be subscribed by employees shall be handled in accordance with the following review procedures:
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3.4.1 Managers of the Company or employees who also serve as directors of the Company shall first obtain the approval of the Remuneration Committee of the Company for the subscription of shares before being submitted to the Board of Directors of the Company for resolution. The same procedure shall apply to the managers of the subsidiaries or employees who also serve as directors of the subsidiaries.
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3.4.2 Employees of the Company and its subsidiaries other than those described in the preceding paragraph shall be approved by the Audit Committee of the Company for the subscription of shares before being submitted to the Board of Directors of the Company for resolution.
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3.5 Procedures for repurchase and transfer of shares to employees: 3.5.1 Repurchase the Company's shares in accordance with the resolution of the Board of Directors, and make an announcement and report, and repurchase the Company's shares within the execution time limit.
- 3.5.2 The Board of Directors shall set and announce the record date of the
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subscription for employees, the standard number of shares to be subscribed, the subscription payment period, and the content of rights and restrictions in accordance with these Procedures.
- 3.5.3 Calculate the actual number of shares subscribed for payment, and register the shares being transferred.
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3.6 Transfer price: The transfer price is the average repurchase price of the shares repurchased.
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3.7 Rights and obligations: After the repurchased shares are transferred to employees and the transfer registration is completed, the rights and obligations of the repurchased shares shall be identical with the original shares, unless otherwise specified.
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IV. These Procedures shall take effect upon the resolution of the Board of Directors, and may be amended by resolution of the Board of Directors.
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V. The Procedures were amended on May 9, 2024.
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April 9, 2024
Current Shareholding of Directors
| Title | Nationality or place of registration |
Name | Gender and age |
Date elected (appointed) |
Date first elected |
Term of service |
Shareholdin | g when elected | Current s | hareholding | Shareholdi undera |
ng of spouse and ge children |
Shares h | eld by proxy | Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or r closer acti |
elatives of sec ng as manager supervisor |
ond degree or , director, or |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Title | Name | Relationship | ||||||||||
| Director (Corporate shareholder) |
Republic of China |
Fu Ju Investment Co., Ltd. |
- | 2022.06.17 | 1984.06.30 | 3 years | 73,219,551 | 8.59% | 77,020,528 | 8.61% | - | - | - | - | None | None | None | None | None | |
| Chairman (representative of corporate entity) |
Republic of China |
Han Chia-Yau | Male 74 |
2022.06.17 | 1984.06.30 | 3 years | 64,222 | 0.01% | 67,433 | 0.01% | - | - | - | - | Master’s Degree, University of Connecticut ITT Senior Engineer Great Wall Enterprise Co., Ltd. - Vice Chairman Great Wall Enterprise Co., Ltd. - Chairman |
Fu Ju Investment Co., Ltd. - Chiarman Huang-Ho Invest. Company Limited - Chairman Total Nutrition Technology Company Limited- Chairman Great Wall FeedTech Enterprise Company Limited - Chairman City Chain Company Limited - Chairman Nissshi Chain Co. Ltd. - Chairman Saboten Company Limited - Chairman Oriental Best Foods Company Limited - Chairman Honolulu Chain Food & Beverage Co., Ltd. - Chairman Wonder Vax Company Limited - Chairman Neo Foods Company Limited - Chairman Sanmin Investment Co., Ltd. - Chairman An Hsin Chiao Chu Company Limited - Director TTET Union Corporation - Director ConanBio Co., Ltd. - Chairman |
Vice Chairman Director Director |
Han Jia-Chen Han Jia-Hwan Han Chia-Yin |
Brothers Brothers Brothers |
|
| Vice Chairman (representative of corporate entity) |
Republic of China |
Han Jia-Chen | Male 70 |
2022.06.17 | 1984.06.30 | 3 years | - | - | - | - | - | - | - | - | Master’s Degree, University of New Haven Ta Cheng Securities Co., Ltd. - Vice Chairman Great Wall Enterprise Co., Ltd. - Chairman's Special Assistant Great Wall Enterprise Co., Ltd. - Vice Chairman |
Fu Rui Investment Co., Ltd. - Chairman Fu Ju Investment Co., Ltd. - Director Honolulu Chain Food & Beverage Co., Ltd. - Director |
Chairman Director Director President |
Han Chia-Yau Han Jia-Hwan Han Chia-Yin Han Fang-Hao |
Brothers Brothers Father and son |
52
| Title | Nationality or place of registration |
Name | Gender and age |
Date elected (appointed) |
Date first elected |
Term of service |
Shareholdin | g when elected | Current s | hareholding | Shareholdi under |
ng of spouse and age children |
Shares hel | d by proxy | Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relati closer acting a s |
ves of second s manager, di upervisor |
degree or rector, or |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Title | Name | Relationship | ||||||||||
| Director (representative of corporate entity) |
Republic of China |
Han Chia- Hwan | Male 69 |
2022.06.17 | 2022.06.17 | 3 years | - | - | - | - | 39,875 | 0.00 | - | - | University of Chicago MBA Great Wall Enterprise Co., Ltd. - President |
Dachan Food(Asia) Limited – Director Da Chiang International Co.,Ltd.- Independent Director Beijing Better Me Food Technology Co., Ltd- Chairman Better Me Biotechnology Nutrition Technology (BEIJING) Co., Ltd- Chairman BETTER ME FOOD TECHNOLOGY (BEIJING) CO., LTD- Chairman Beijing Da Xiao Ying Yang Food Technology Co., Ltd- Chairman Fu Ju Investment Co., Ltd. - Supervisor Ruicheng Management Consulting Co., Ltd- Chairman |
Chairman Vice Chairman Director |
Han Chia-Yau Han Jia-Chen Han Chia-Yin |
Brothers Brothers Brothers |
|
| Director (representative of corporate entity) |
Republic of China |
Han Chia-Yin | Male 64 |
2022.06.17 | 1984.06.30 | 3 years | - | - | - | - | - | - | - | - | Master’s Degree, University of New Haven Great Wall Enterprise Co., Ltd. - President of Catering Services Segment Great Wall Enterprise Co., Ltd. - Executive Vice President Great Wall Enterprise Co., Ltd. - Deputy CEO |
Dachan Food(Asia) Limited - Standing Director An Hsin Chiao Chu Company Limited - Chairman De-Jia Investment Company Limited - Chairman City Chain Company Limited- Director Nissshi Chain Co. Ltd. - Director Saboten Company Limited - Director Fu Ju Investment Co., Ltd. - Director Honolulu Chain Food & Beverage Co., Ltd. - Director Sanmin Investment Co., Ltd. - Director |
Chairman Vice Chairman Director |
Han Chia-Yau Han Jia-Chen Han Jia-Hwan |
Brothers Brothers Brothers |
|
| Director (Corporate shareholder) |
Republic of China |
Lien Hwa Industrial Holdings Corp. |
- | 2022.06.17 | 1977.04 | 3 years | 18,107,428 | 2.12% | 19,012,799 | 2.12% | - | - | - | - | None | None | None | None | None | |
| Director (Corporate shareholder) |
Republic of China |
Chiao Thai Hsing Investment CompanyLimited |
- | 2022.06.17 | 2007.06.15 | 3 years | 11,852,234 | 1.39% | 12,444,845 | 1.39% | - | - | - | - | None | None | None | None | None | |
| Director | Republic of China |
Tseng Pen-Jung | Male 74 |
2022.06.17 | 1995.05.19 | 3 years | 4,057,532 | 0.48% | 4,260,408 | 0.48% | 2,305,257 | 0.26% | - | - | Kaohsiung Medical University Tseng Pen-Jung Dermatology Clinic - Physician |
None | None | None | None | |
| Director | Republic of China |
Wang Zi-Lin | Male 87 |
2022.06.17 | 1989.05.17 | 3 years | 3,383,115 | 0.40% | 3,552,270 | 0.40% | 71,106 | 0.01% | - | - | KaiNan High School of Commerce and Industry Hsin Ru Chun Enterprise - Person-in-charge |
None | None | None | None | |
| Independent Director | Republic of China |
Ting Yu-Shan | Male 74 |
2022.06.17 | 2016.06.24 | 3 years | - | - | - | - | - | - | - | - | Master's Degree, Soochow University Chien Yeh Certified Public Accountants KPMG |
Dachan Food(Asia) Limited - Independent Non-standing Director Dachan Food(Asia) Limited - Audit Committee chairperson |
None | None | None |
53
| Title | Nationality or place of registration |
Name | Gender and age |
Date elected (appointed) |
Date first elected |
Term of service |
Shareholding when elected | Shareholding when elected | Current shareholding | Current shareholding | Shareholding of spouse and underage children |
Shareholding of spouse and underage children |
Shares held by proxy | Shares held by proxy | Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as manager, director, or supervisor |
Spouse or relatives of second degree or closer acting as manager, director, or supervisor |
Spouse or relatives of second degree or closer acting as manager, director, or supervisor |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Title | Name | Relationship | ||||||||||
| Independent Director |
Republic of China |
Tao Chuang Chen |
Male 78 |
2022.06.17 | 2016.06.24 | 3 years | - | - | - | - | 243,013 | 0.03% | - | - | University of San Francisco EMBA Kou Feng Industrial Co., Ltd. - Chairman Chickabiddy Co., Ltd. - Chairman |
Tao Yeah Culture and Arts Foundation - Chairman |
None |
None | None | |
| Independent Director |
Republic of China |
Wei Chien-Ming | Male 77 |
2022.06.17 | 2016.06.24 | 3 years | - | - | - | - | - | - | - | - | University of Connecticut Ph.D. AXONET, INC - Founder and CEO Marketech International Corp. - Vice President of Applications Segment |
ASIX Electronics Corporation - Remuneration Committee member ASIX Electronics Corporation - Independent Director |
None | None | None |
Note: Lien Hwa Industrial Holdings Corp. and Chiao Thai Hsing Investment Company Limited do not appoint representatives, but instead issue separate letters of appointment for each board of directors meeting and
shareholder meeting.
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