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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

  • I. Reports

  • (I) Report of the 2023 business performance

  • (II) Audit Committee's review of the 2023 year-end accounts

  • (III) Report on the allocation of 2023 employee and director remuneration

  • (IV) Report on guarantees and endorsements

  • (V) Report on the allocation of cash dividends from 2023 earnings

  • (VI) Report on the implementation of share buyback program

  • (VII) Report on other matters

II. Acknowledgments

  • (I) Acknowledgment of 2023 year-end accounts

  • (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

  • Summary: Allocation of 2023 employee and director remuneration.

  • 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%.
  • 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.

  • Details: I. Please refer to page 36 of this conference handbook for the Company's 2023 Earnings Appropriation Chart.

  • 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.

  • III. Set August 9, 2024 as the baseline date, and September 6, 2024 as the payment date for cash dividends.

  • 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.

4

Ratifications

Motion 1 Proposed by the board of directors

Summary: Acknowledgment of 2023 year-end accounts.

  • 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.

  • II. The Audit Committee has completed review of the Business Report and year-end accounts.

  • III. Please refer to page 8 of this conference handbook for the Business Report and page 15 for the financial statements.

  • IV. The motion is open for acknowledgment.

Resolution:

Motion 2 Proposed by the board of directors

Summary: Acknowledgment of the 2023 earnings appropriation.

  • 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.

  • 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

  • (a) Interest income amounted to NT$136,147 thousand in 2023, which were generated from bills and demand deposits.

  • (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

  1. 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.

  1. 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

14

Independent AuditorsReport

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

  • 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

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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    1. 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.
  1. 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.

  2. 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 AuditorsReport

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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

23

  1. 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.

  2. 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.

  3. 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:

  1. For those with business dealings: 1.

  2. 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:

  1. For those with business dealings.

  2. When the investing company owns more than 50% of shares with voting rights of the invested company.

  3. When the invested company owns more than 50% of shares with voting rights of the investing company.

  4. When the investing company owns more than 90% of shares with voting rights of the invested company.

  5. For those in the same industry who are contractually obligated to endorse each other due to projects.

  6. For companies that are endorsed and guaranteed by each investor based on their shareholding ratio due to joint ventures.

  7. 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.

  8. 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.

  9. 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.

  10. 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.

  11. 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.

  12. 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.

  13. 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:

  1. 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:

  1. Investment in Mainland China companies by remittance through a third region

  2. Establishing a company in a third region then investing in Mainland China companies.

  3. Investment in Mainland China via reinvesting in an established company in a third region.

  4. Direct investment in a Mainland China company.

  5. Other.

  6. 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:

  1. If the invested entity is still under preparation, resulting in no investment income or losses, it should be disclosed.

  2. There are three types of basis used for recognizing investment income and loss, which should be disclosed:

  3. (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.

  4. (3) Financial reports prepared by the invested company that have not been audited by any CPA.

  5. 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.

44

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.

  • 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.

  • 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.

  • III. The participation and voting by shareholders shall be duly calculated based on the number of shares they hold.

  • 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.

  • 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.

46

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.

  • VII. The Company shall record the entire process of from accepting reporting, meeting procedure so as voting process.

  • 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

47

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.

  • 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.

  • XIII. After the speech is given by an attending shareholder, the chairperson may personally respond or designate relevant personnel to respond.

  • 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.

  • 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.

  • XVI. During the process of the meeting, the chairperson may announce a recess at an appropriate time.

  • XVII. Except as otherwise provided under the Company Act and/or the Company's

48

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.

  • 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.

  • 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.

  • XX. These Rules and any amendments hereof shall be put into enforcement after being resolved at the shareholder meeting.

49

Great Wall Enterprise Co., Ltd.

Procedures for the Transfer of Repurchased Shares to Employees

  • 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.

  • 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.

  • III. Tasks:

  • 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.

  • 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.

  • 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.

  • 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:

    • 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.

    • 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.

  • 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

50

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.
  • 3.6 Transfer price: The transfer price is the average repurchase price of the shares repurchased.

  • 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.

  • 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.

  • V. The Procedures were amended on May 9, 2024.

51

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.

54