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PCSC AGM Information 2020

Jul 6, 2020

52232_rns_2020-07-06_c8198c55-4955-45b0-ae1c-860c01330d4f.pdf

AGM Information

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PRESIDENT CHAIN STORE CORPORATION 2020 Annual General Shareholders’ Meeting Minutes

(Translation)

Time:10:00 a.m. on June 17, 2020 (Wednesday)

Place:No.301, Zhongzheng Rd., Yongkang Dist., Tainan City 710, Taiwan (R.O.C.)

(1F, Training Center of Uni-President Enterprises Corp.)

Total outstanding PCSC shares:1,039,622,255 shares

Total shares represented by shareholders present in person or by proxy:988,495,391 shares

Percentage of shares held by shareholders present in person or by proxy:95.08%

Chairman:Lo, Chih-Hsien Recorder:Hsieh Hung, Hui-Tzu

Directors present:Lo, Chih-Hsien; Huang, Jui-Tien; Hwang, Jau-Kai;

Wu, Kun-Lin; Wu, Tsung-Ping; Wu, Wen-Chi;Shu, Pei-Gi

(Independent Director);Wang, Wen-Yeu (Independent Director); Hung, Yung-Chen (Independent Director)

Sit-in Members:

PRICEWATERHOUSECOOPERS, Taiwan, Liang, Yi-Chang (External auditor) PRICEWATERHOUSECOOPERS Legal, Taiwan, Yang, Chin-Hsing (Attorney)

Parliamentary Procedure:

  • I. Call the Meeting to Order (Report equity represented by attendance)

  • II. Chairman Remarks

  • 1 -

  • III. Report Items

1. Business Report for 2019.

Explanation:

The business report for 2019 is attached as Appendix I.

2. Audit Committee’s Review Report for 2019.

Explanation:

The Audit Committee Review’s Report for 2019 is attached as Appendix II.

3. Status of Investment in Mainland China in 2019.

Explanation:

The status of the Company’s investment in Mainland China in 2019 is attached

as Appendix III.

4. Compensation for Employees and Directors in 2019.

Explanation:

President Chain Store Corp. recognized NT$567,096,064 as compensation for employees, and NT$189,464,589 as compensation for directors in 2019, by paying cash.

  • 2 -

IV. Ratification Items

(Proposed by the Board)

1. Ratification of 2019 Business Report and Financial Statements.

Explanation:

  • (1) PCSC’s 2019 Financial Statements were audited by

  • PRICEWATERHOUSECOOPERS Taiwan.

  • (2) 2019 Business Report, Financial Statements, and Profit Distribution Proposal have been approved by the Board and examined by the Audit Committee.

  • (3) The Business Report and Financial Statements for 2019 are attached as Appendix I and Appendix IV.

  • (4) RESOLVED, that 2019 Business Report and Financial Statements be and hereby were accepted as submitted.

Voting Result:

Shares represented at the time of voting are 988,495,391 votes, wherein the votes in favor are 926,362,897.

==> picture [522 x 250] intentionally omitted <==

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

% of the total represented
Voting results
share present
Votes in favor : 926,362,897
(including 894,109,332 exercised 93.71%
via electronic voting)
Votes against : 22,409 (including
22,409 exercised via electronic 0.00%
voting)
Votes abstained : 62,110,085
(including 62,007,801 exercised 6.29%
via electronic voting)
Votes invalid : 0 0.00%
----- End of picture text -----

  • 3 -

V. Discussion Items

(Proposed by the Board)

1. Adoption of the Proposal for Distribution of 2019 Profits.

Explanation:

  • (1) The 2019 Profit Allocation Proposal is attached as Appendix V.

  • (2) The Company’s distributable earnings for 2019 are NT$11,410,545,254. The cash dividend to be distributed is NT$9.0 per share. It is proposed that the Board of PCSC is authorized to resolve the ex-dividend date and distribution record date.

  • (3) The total cash dividends allocated to each shareholder were rounded off to one NT$. The fractional stocks less than NT$1 in the allocation were transferred to other income of the Company.

  • (4) RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result:

Shares represented at the time of voting are 988,495,391 votes, wherein the votes in favor are 923,751,710.

favor are 923,751,710.
Voting results % of the total represented
share present
Votes in favor923,751,710
(including891,498,145exercised
via electronic voting)
93.45%
Votes against23,241
(including23,241exercised via
electronic voting)
0.00%
Votes abstained64,720,440
(including64,618,156exercised
via electronic voting)
6.55%
Votes invalid0 0.00%
  • 4 -

(Proposed by the Board)

2. Amendment to the Rules of Procedures for Shareholders’ Meeting of the

Company.

Explanation:

  • (1) To conform the amendments of rules, the Rules of Procedures for Shareholders’ Meeting are proposed to be amended.

  • (2) The proposed amendments to the Rules of Procedures for Shareholders’ Meeting is attached as Appendix VI.

  • (3) RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result:

Shares represented at the time of voting are 988,495,391 votes, wherein the votes in favor are 920,937,221.

favor are 920,937,221.
Voting results % of the total represented
share present
Votes in favor920,937,221
(including888,683,656exercised
via electronic voting)
93.16%
Votes against2,832,314
(including2,832,314exercised
via electronic voting)
0.28%
Votes abstained64,725,856
(including64,623,572exercised
via electronic voting)
6.56%
Votes invalid0 0.00%
  • 5 -

(Proposed by the Board)

3. Adoption of the Proposal for Releasing Directors from Non-competition.

Explanation:

  • (1) In accordance with Article 209 of the Company Act, the directors of the Company have simultaneously undertaken directors or managerial positions in other companies that engage in similar business activities as the Company do. Their involvements are not considered to constitute any conflicts to the Company. For this reason, the Company agrees to remove restrictive clauses on directors’ and independent directors’ involvements in other companies to conform to regulations.

  • (2) Details of the duties subject to directors and independent directors from non-competition are attached as Appendix VII.

  • (3) RESOLVED, that the above proposal be and hereby was approved as proposed.

Voting Result:

Shares represented at the time of voting are 988,495,391 votes, wherein the votes in favor are 877,516,317.

favor are 877,516,317.
Voting results % of the total represented
share present
Votes in favor877,516,317
(including845,262,752exercised
via electronic voting)
88.77%
Votes against2,848,814
(including2,848,814exercised
via electronic voting)
0.28%
Votes abstained108,130,260
(including108,027,976exercised
via electronic voting)
10.95%
Votes invalid0 0.00%

VI. Other Special Motions:None.

VII. Dissolution

  • 6 -

Appendix I

2019 Business Report

Dear Shareholders,

In 2019, the global economy was turbulent, the minimum wage continued to increase, and businesses faced significant challenges. Despite an unstable external operating environment, President Chain Store Corporation (PCSC) continued to serve as a creative, convenient, safe, welcoming community center, offering consumers innovative and convenient products and services. PCSC worked with its subsidiaries to achieve consolidated revenue of NT$256.06 billion and net profits of NT$12.11 billion in 2019. PCSC was selected as Don Jones Sustainability World Index and Don Jones Sustainability Emerging Markets Index this year, and was the only Taiwan enterprise invited and selected among global food & staples retailing industry, underscoring the fact that PCSC meets the standards of world-class remarkable corporations around the globe.

7-ELEVEN Taiwan aims to provide customers with an even more comfortable and friendly place to shop. PCSC launched more featured lifestyle stores to satisfy different business areas and needs. For the first time, PCSC worked with international brands to set up co-brand stores to create unique enjoyable settings for shoppers. Also, PCSC introduced a new consumer model and unveiled the first convenience store in Taiwan combining its X-STORE with Big7 lifestyle store, employing state-of-the-art technology to provide customers with a diversified shopping experience. To ensure food safety, PCSC set up an internal monitoring mechanism and a product quality testing lab. Together, these initiatives enable PCSC to create a rigorous food safety net to protect customers. PCSC has worked together in strategic partnerships with well-known restaurants and chefs to launch a diverse selection of delicious food products. PCSC has continued to improve the quality and flavor of CITY CAFÉ, continuing to drive future growth. In addition, PCSC has continued to develop high quality and differentiated products to satisfy customer needs. In 2019, PCSC for the first time introduced “My Ship” to provide C2C vendors a sound, secure transaction platform. We handled pickup and delivery of more than 200 million packages. PCSC has continued to offer a variety of payment options, by which OPENPOINT can be collected through diversified channels, to build a convenient and comprehensive digital platform for customers.

  • 7 -

In addition to 7-ELEVEN Taiwan, PCSC has also expanded into domestic and overseas retail businesses. As of the end of 2019, PCSC operated a total of 9,900 stores, including 2,850 7-ELEVEN stores in the Philippines. Uni-Wonder Corp. (Starbucks Taiwan) has continued to infuse new life into the coffee market. President Transnet Corp. has continued to enhance its logistics capabilities. President Drugstore Business Corp. (COSMED) has provided quality products and services to meet customers’ rapidly changing needs. Books.com Co., Ltd. has enhanced e-book services to provide a diversified, quality book-purchasing experience.

For many years, PCSC has worked tirelessly to achieve sustainable operations and fulfill our responsibilities in the areas of corporate governance, social engagement, and environmental protection. In the area of corporate governance, PCSC continued to be ranked among the top 5% of all TWSE-/TPEx-listed companies in the annual Corporate Governance Evaluation. PCSC was also selected as a constituent stock of the MSCI Global Sustainability Indices, FTSE4Good Emerging Index, and Taiwan Sustainability Index. In the area of social participation, PCSC held almost 17,000 Good Neighbor Funfest events this year, using OPENPOINT for converting the points earned for donating books. PCSC has developed a senior-friendly network, Good Neighbor meal delivery, and a program in which older Alzheimer’s victims serve as store employees. In the area of environmental protection, PCSC took the initiative to expand its plastic reduction policies, gradually introducing strawless sip lids and environmentally-friendly straws into 7-ELEVEN stores and its subsidiaries around Taiwan. PCSC received Taiwan Corporate Sustainability CSR Report Award from TCSA, the only recipient in the convenience store industry.

Global economic uncertainty will continue in 2020. Nevertheless, PCSC will maintain integrity and honesty in our business operations, while continuing to advance the company’s seven key building elements: people, stores, products, systems, logistics, policies, and culture. PCSC has evolved from a “convenience store that provides basic necessities” to “a service platform that consumers depend on and that surpasses their expectations” and which offers customers an environment characterized by experience, entertainment, and education.

  • 8 -

By focusing on operations and consolidating cooperate resources, PCSC’s subsidiaries will also continue to achieve outstanding performance. The total number of 7-ELEVEN stores in the Philippines is expected to exceed 3,000. We will continue to expand our product mix and promote lifestyle stores to meet customer needs. Uni-Wonder Corp. (Starbucks Taiwan) will continue to create innovative products characterized by differentiation, enhance the customer experience, and optimize VIP membership program. President Transnet Corp. will continue to enhance its logistics delivery and warehouses services. President Drugstore Business Corp. (COSMED) will focus on introducing a variety of products as well as professional quality services. By enhancing products and services, 7-ELEVEN Shanghai and 7-ELEVEN Zhejiang will continue to provide customers with a convenient shopping experience.

PCSC is “determined to become the most outstanding retailer by offering convenient services and being a good corporate citizen”. To achieve this vision, PCSC focuses on three core goals, creating a happy company, positively impacting society, and achieving environmental sustainability. We strive to make life more convenient for our customers, ensure steady profitability for our franchisees, create a fair and friendly working environment for our employees, and increase shareholder value for our shareholders.

Lo, Chih-Hsien Huang, Jui-Tien Kuo, Ying-Chih Chairman President Chief Accounting Officer

  • 9 -

Appendix II

President Chain Store Corporation Audit Committee’s Review Report (Translation)

The Board of Directors has prepared the Company’s 2019 Business Report, Financial Statements, and Proposal for Allocation of 2019 profits. The independent auditors, Liang, Yi-Chang and Chou, Chien-Hung, of PRICEWATERHOUSECOOPERS, audited PCSC’s Financial Statements and issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and Profit Allocation Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of President Chain Store Corporation. According to Article 219 of the Company Act, we hererby submit this report.

2020 Annual General Shareholders’ Meeting of President Chain Store Corp.

President Chain Store Corp.

Chairman of the Audit Committee Shu, Pei-Gi

Date: May 5th, 2020

  • 10 -

Appendix III

President Chain Store Corporation Status of Investment in Mainland China in 2019

Unit: USD
Accumulated
Investment
Indirect
Shareholdings

77,337,258
100%

20,784,902
100%

5,170,585
-

9,417,282
100%

4,078,354
55%

17,826,340
-

32,739,030
100%

2,000,000
100%

9,176,150
100%

4,680,041
100%

183,209,942
Unit: USD
Accumulated
Investment
Indirect
Shareholdings

77,337,258
100%

20,784,902
100%

5,170,585
-

9,417,282
100%

4,078,354
55%

17,826,340
-

32,739,030
100%

2,000,000
100%

9,176,150
100%

4,680,041
100%

183,209,942
Name of Investee in Mainland China Investment
in 2019
Accumulated
Investment
Indirect
Shareholdings
President Chain Store(Shanghai)Ltd. -
77,337,258

100%
President Chain Store(Zhejiang)Ltd. -
20,784,902

100%
Shanghai President Chain Store
Corporation Trade Co.,Ltd.
-
5,170,585

-
President Cosmed Chain Store (Shen
Zhen) Co.,Ltd.
-
9,417,282

100%
Shan Dong President Yinzuo Commercial
Limited
-
4,078,354

55%
PCSC(Chengdu)Hypermarket Limited -
17,826,340

-
Shanghai Cold Stone Ice Cream
Corporation
-
32,739,030

100%
Shanghai President Logistic Co.,Ltd. -
2,000,000

100%
President Chain Store(Taizhou)Ltd. -
9,176,150

100%
Beauty Wonder (Zhejiang) Trading
Co.,Ltd.
-
4,680,041

100%
Total -
183,209,942
  • 11 -

Appendix IV

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To President Chain Store Corp.

Opinion

We have audited the accompanying consolidated balance sheets of President Chain Store Corp. and its subsidiaries (the “Group”) as of December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity, and of cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other independent accountants (which are described in the Other matters section of our report), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of President Chain Store Corp. and its subsidiaries as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with this Code. Based on our audits and the reports of other independent accountants, we believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Completeness and accuracy of retail sales revenue

Description

Please refer to Notes 4(25) and 6(24) to the consolidated financial statements for the accounting policy and the details of accounting relating to this key audit matter.

Retail sales revenue is generated by point-of-sale (POS) terminals, which record the merchandise name,

  • 12 -

quantity, sales price and total sales amount of each transaction using pre-established merchandise master file data (including merchandise name, cost of inventory, retail price, sales promotions, etc.). After the daily closing process, each store manager uploads their sales information to the ERP (enterprise resource planning) system, which summarizes all sales and automatically generates sales revenue journal entries. Each store manager also prepares a daily cash report to record the sales information and payment methods (including cash, gift certificates, credit cards and electronic payment devices, etc.) and the cash deposited to the bank.

As retail sales revenue comprises numerous small amount transactions and highly relies on the POS and ERP systems, the process of summarizing and recording sales revenue by these systems is important with regard to the completeness and accuracy of the retail sales revenue, and thus has been identified as a key audit matter.

How our audit addressed the matter

Our key audit procedures performed in respect of the above included the following:

  1. Inspected whether additions and changes to the merchandise master file data had been properly approved and supported by relevant documents;

  2. Inspected whether approved additions and changes to the merchandise master file data had been correctly entered in the merchandise master file;

  3. Inspected whether merchandise master file data had been periodically transferred to POS terminals in stores;

  4. Inspected whether sales information in POS terminals was periodically and completely transferred to the ERP system and automatically generated sales revenue journal entries;

  5. Inspected manual sales revenue journal entries and relevant documents;

  6. Inspected daily cash reports and relevant documents; and

  7. Inspected whether cash deposit amounts recorded in daily cash reports were in agreement with bank remittance amounts.

Cost-to-retail ratio of retail inventory method

Description

Please refer to Notes 4(12) and 6(4) to the consolidated financial statements for the accounting policy and the details of accounting relating to this key audit matter.

As there are various kinds of merchandise, the retail inventory method is used to estimate the cost of inventory and the cost of goods sold. The retail inventory method uses the ratio of the cost of goods purchased to the retail value of goods purchased (known as cost-to-retail ratio) to calculate the cost of inventory and the cost of goods sold. The calculation of the cost-to-retail ratio highly relies on the goods purchased both at cost and retail price, and thus has been identified as a key audit matter.

How our audit addressed the matter

Our key audit procedures performed in respect of the above included the following:

  1. Interviewed management to understand the calculation of the cost-to-retail ratio under the retail inventory method, and inspected whether it had been consistently applied in the comparative periods of the financial statements;

  2. Inspected whether additions and changes to the merchandise master file data (including merchandise name, cost of inventory, retail price, sales promotions, etc.) had been properly

  3. 13 -

approved and the data correctly entered in the merchandise master file;

  1. Inspected whether the cost and retail price of inventory purchased as per delivery receipts were in agreement with POS purchase records after acceptance of the inventory;

  2. Inspected whether the POS records for the cost and retail price of inventory purchased were periodically and completely transferred to the ERP system and ascertain whether the records could not be changed manually; and

  3. Calculated the cost-to-retail ratio to verify its accuracy.

Other matter – Using the work of other auditors

We did not audit the financial statements of certain consolidated subsidiaries, which reflect total assets of NT$17,667,481 thousand and NT$10,081,554 thousand, representing 9.1% and 7.9% of total consolidated assets as of December 31, 2019 and 2018, respectively, and total operating revenue of NT$32,407,436 thousand and NT$25,801,037 thousand, representing 12.7% and 10.5% of total consolidated operating revenue for the years then ended, respectively. Those financial statements were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on investees disclosed in Note 13 were based solely on the reports of other independent accountants.

Other matters – Parent company-only financial reports

We have audited and expressed an unmodified opinion with an explanatory paragraph on the parent company only financial statements of President Chain Store Corp. as of and for the years ended December 31, 2019 and 2018.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal controls 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 financial reporting process of the Group.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

  • 14 -

report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

  2. Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Group.

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

  4. 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. 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.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that

  • 15 -

were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are, therefore, considered to be the key audit matters. We describe these matters in our auditor’s report unless the law or regulations preclude 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.

Yi-Chang, Liang Chien-Hung, Chou

For and on behalf of PricewaterhouseCoopers, Taiwan 27 February, 2020

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 16 -

PRESIDENT CHAIN STORE CORP. AND SUBSIDIARIES

C ONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

December31,2019 December31,2018
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 45,445,395 23 $ 48,530,648 38
1110 Financial assets at fair value 6(2)
through profit or loss - current 1,696,300 1 844,225 1
1170 Accounts receivable, net 6(3) and 7 5,808,480 3 5,264,573 4
1200 Other receivables 1,460,354 1 1,535,507 1
1220 Current income tax assets 6(30) 95 - 1,139 -
130X Inventories, net 6(4) 15,659,112 8 15,121,657 12
1410 Prepayments 1,195,719 1 1,340,225 1
1470 Other current assets 2,968,350 1 3,004,894 2
11XX Total current assets 74,233,805 38 75,642,868 59
Non-current assets
1510 Financial assets at fair value through 6(2)
profit or loss - non-current 85,565 - 85,683 -
1517 Financial assets at fair value through 6(5)
other comprehensive income
- non-current 807,115 - 845,345 1
1550 Investments accounted for using 6(6)
equity method 9,255,939 5 9,000,580 7
1600 Property, plant and equipment, net 6(7)(28) and 8 26,018,322 13 25,292,763 20
1755 Right of use assets 6(8) and 7 67,489,612 35 - -
1760 Investment property, net 6(10)(32) 1,506,798 1 1,502,159 1
1780 Intangible assets 6(11) 10,171,442 5 10,393,880 8
1840 Deferred income tax assets 6(30) 1,860,217 1 1,727,043 1
1900 Other non-current assets 6(12) and 8 3,699,819 2 3,204,759 3
15XX Total non-current assets 120,894,829 62 52,052,212 41
1XXX Total assets $ 195,128,634 100 $ 127,695,080 100

(Continued)

  • 17 -

P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES

C ONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31,2019
Notes
AMOUNT
%
6(14) and 8
$ 6,014,658
3
6(24)
3,443,383
2
7
1,214,702
1
20,897,055
11
7
2,690,640
1
6(15)
26,596,505
14
6(30)
1,410,428
1
7
11,932,751
6
6(16)
3,149,591
1
77,349,713
40
6(24)
448,248
-
6(17) and 8
508,112
-
6(30)
5,580,529
3
7
56,894,287
29
6(18)
4,751,607
3
6(19)
4,368,820
2
72,551,603
37
149,901,316
77
6(20)
10,396,223
5
6(21)
46,884
-
6(22)
13,314,081
7
-
-
12,845,880
7
6(23)
(
380,187 )
-
36,222,881
19
9,004,437
4
45,227,318
23
$ 195,128,634 100
December 31,2018
AMOUNT
%
$ 7,237,785
6
2,843,189
2
1,866,610
2
20,673,579
16
2,475,104
2
27,954,181
22
1,801,229
1
-
-
3,260,538
3
68,112,215
54
234,421
-
847,040
1
5,386,839
4
-
-
4,732,549
4
4,356,989
3
15,557,838
12
83,670,053
66
10,396,223
8
45,059
-
12,293,442
10
398,859
-
12,064,862
9
53,605
-
35,252,050
27
8,772,977
7
44,025,027
34
$ 127,695,080
100
Current Liabilities
2100
Short-term borrowings
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2280
Lease Liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2527
Contract liabilities - non-current
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Lease Liabilities – non-current
2640
Net defined benefit liability
- non-current
2670
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
the parent
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity
3400
Other equity interest
31XX
Equity attributable to owners
of the parent
36XX
Non-controlling interest
3XXX
Total equity
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these consolidated financial statements. Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih

  • 18 -

P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items
4000
Operating revenue
5000
Operating costs
5900
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and joint
ventures accounted for using equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8000
Profit for the year from continuing
operations
8200
Profit for the year
For theyears ended December 31
2019
2018
Notes
AMOUNT
%
AMOUNT
%
6(24) and 7
$ 256,058,888
100
$ 244,887,853
100
6(4)(25) and 7
(
168,210,468) (
66) (
160,811,161 ) (
66)
87,848,420
34
84,076,692
34
6(25)(26)
(
65,434,377) (
25) (
62,536,030 ) (
25)
(
9,355,509) (
4) (
8,688,758 ) (
4)
(
8,640)
-
(
17,080 )
-
(
74,798,526) (
29) (
71,241,868 ) (
29)
13,049,894
5
12,834,824
5
6(27)
2,878,332
1
2,425,273
1
6(28)
(
29,037)
-
(
137,186 )
-
6(29)
(
1,216,000)
-
(
144,662 )
-
6(6)
480,998
-
424,098
-
2,114,293
1
2,567,523
1
15,164,187
6
15,402,347
6
6(30)
(
3,052,078) (
1) (
3,658,069 ) (
1)
12,112,109
5
11,744,278
5
$ 12,112,109
5
$ 11,744,278
5

(Continued)

  • 19 -

P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES C ONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items
Other comprehensive income (loss)
8311
Loss on remeasurement of defined
benefit plan
8316
Unrealized gain on valuation of equity
instruments at fair value through
other comprehensive income
8320
Share of other comprehensive loss of
associates and joint ventures
accounted for using equity method,
components of other comprehensive
income that will not be reclassified to
profit or loss
8349
Income tax related to the components
of other comprehensive income that will
not be reclassified to profit or loss
8310
Components of other
comprehensive income (loss)
that will not be reclassified
to profit or loss
8361
Financial statements translation
differences of foreign operations
8367
Unrealized loss on valuation of bond
instruments at fair value through
other comprehensive income
8370
Share of other comprehensive (loss)
Income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive loss that will be
reclassified to profit or loss
8360
Components of other
comprehensive income (loss)
that will be reclassified to profit or
loss
8300
Total other comprehensive income (loss)
for the year
8500
Total comprehensive income for the
year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interests
Comprehensive income attributable
to:
8710
Owners of the parent
8720
Non-controlling interests
9750
Basic earnings per share (in dollars)
9850
Diluted earnings per share (in dollars)
For the years ended December 31
2019
2018
Notes
AMOUNT
%
AMOUNT
6(18)
( $ 10,060)
- ( $ 156,420 )
6(5)
162,501
- (
143,849 )
6(23)
(
1,965)
- (
5,526 )
6(30)
867
-
79,842
151,343
- (
225,953 )
(
505,816)
-
526,768
6(5)
(
783)
- (
1,537 )
6(23)
(
4,436)
-
3,233
(
511,035)
-
528,464
($ 359,692)
-
$ 302,511
$ 11,752,417
5
$ 12,046,789
$ 10,542,860
4
$ 10,206,388

1,569,249
1
1,537,890
$ 12,112,109
5
$ 11,744,278
$ 10,116,764
4
$ 10,631,150

1,635,653
1
1,415,639
$ 11,752,417
5
$ 12,046,789
6(31)
$ 10.14
$ 6(31)
$ 10.12
$
For the years ended December 31 For the years ended December 31 For the years ended December 31
2019 2018
%
AMOUNT

- ( $ 156,420 )
- (
143,849 )
- (
5,526 )
-
79,842
- (
225,953 )

-
526,768

- (
1,537 )
-
3,233
-
528,464
-
$ 302,511
5
$ 12,046,789
4
$ 10,206,388
1
1,537,890
5
$ 11,744,278
4
$ 10,631,150
1
1,415,639
5
$ 12,046,789
10.14
$ 10.12
$
2018
%

-

-

-
-
-
-

-
-
-
-
5
4
1
5
4
1
5
9.82
$ $ 9.79

The accompanying notes are an integral part of these consolidated financial statements.

Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih

  • 20 -
Non-controlling Total
Interest
Total equity
$ 50,614,262
$ 8,892,148
$ 59,506,410
(
3,990)
(
5,203)
(
9,193 )
50,610,272
8,886,945
59,497,217
10,206,388
1,537,890
11,744,278
424,762
(
122,251)
302,511
10,631,150
1,415,639
12,046,789
-
-
-
-
-
-
(
25,990,556)
-
(
25,990,556 )
-
(
1,529,607)
(
1,529,607 )
536
-
536
648
-
648
$ 35,252,050
$ 8,772,977
$ 44,025,027
$ 35,252,050
$ 8,772,977
$ 44,025,027
10,542,860
1,569,249
12,112,109
(
426,096)
66,404
(
359,692 )
10,116,764
1,635,653
11,752,417
-
-
-
-
-
-
(
9,148,676)
-
(
9,148,676 )
-
(
1,404,193)
(
1,404,193 )
1,235
-
1,235
590
-
590
918
-
918
$ 36,222,881
$ 9,004,437
$ 45,227,318
Accounting Manager: Kuo, Ying-Chih
Equity directly related to non-current assets held for sale $ 507,449 (
507,449)
- - - - - - - - - - $ - $ - - - - - - - - - - - $ -
PRESIDENT CHAIN STORE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Expressed in thousands of New Taiwan dollars) Equity attributable to ownersofthe parent Retained earnings
Other equity interest
Financial
Unrealized gain or
loss on valuation of
statements
financial assets at
translation
fair value through
differences of
other
Legal reserve
Special reserve
Unappropriated
retained earnings
foreign
operations
comprehensive
Income
$ 9,191,733
$ -
$ 31,381,290
($ 906,308)
$ -
-
-
25,463
-
477,996
9,191,733
-
31,406,753
(
906,308)
477,996
-
-
10,206,388
-
-
-
-
(
57,155 )
626,479
(
144,562)
-
-
10,149,233
626,479
(
144,562)
3,101,709
-
(
3,101,709 )
-
-
-
398,859
(
398,859 )
-
-
-
-
(
25,990,556 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 12,293,442
$ 398,859
$ 12,064,862
($ 279,829)
$ 333,434
$ 12,293,442
$ 398,859
$ 12,064,862
($ 279,829)
$ 333,434
-
-
10,542,860
-
-
-
-
7,696
(
590,079)
156,287
-
-
10,550,556
(
590,079)
156,287
1,020,639
-
(
1,020,639 )
-
-
-
(
398,859)
398,859
-
-
-
-
(
9,148,676 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
918
-
-
$ 13,314,081
$ -
$ 12,845,880
($ 869,908)
$ 489,721
The accompanying notes are an integral part of these consolidated financial statements. President: Huang, Jui-Tien - 21
Capital surplus $ 43,875 - 43,875 - - - - - - - 536 648 $ 45,059 $ 45,059 - - - - - - - 1,235 590 - $ 46,884
Share capital -
common stock
$ 10,396,223 - 10,396,223 - - - - - - - - - $ 10,396,223 $ 10,396,223 - - - - - - - - - - $ 10,396,223
Notes For the year ended December 31, 2018 Balance at January 1, 2018 Adjustments under new standards
6(23)
Adjustment beginning balance Profit for the year Other comprehensive income (loss) for the
year
6(23)
Total comprehensive income (loss) for the
year
Distribution of 2017 earnings
6(22)
Legal reserve Special reserve Cash dividends Non-controlling interest Overdue unclaimed cash dividend
transferred to capital surplus
Adjustment of capital surplus due to
change in interests in associates
Balance at December 31, 2018 For the year ended December 31, 2019 Balance at January 1, 2019 Profit for the year Other comprehensive income (loss) for the
year
6(23)
Total comprehensive income (loss) for the
year
Distribution of 2018 earnings:
6(22)
Legal reserve Special reserve Cash dividends Non-controlling interest Overdue unclaimed cash dividend
transferred to capital surplus
Adjustment of capital surplus due to associates’ adjustment of capital surplus Disposal of financial instruments designated at fair value through other comprehensive income of associates Balance at December 31, 2019 Chairman: Lo, Chih-Hsien

P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES

C ONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit before income tax for the year
Adjustments to reconcile profit before income tax to net
cash provided by operating activities
Income and expenses having no effect on cash flows
Gain on valuation of financial assets at fair value through
profit or loss

Expected credit losses

Depreciation on property, plant and equipment

Amortization
Depreciation on investment property

Finance costs

Share of profit of associates and joint ventures
accounted for using equity method

Gain on disposal of investments accounted for using the
equity method

Loss on disposal of property, plant and equipment, net

Gain from lease modification

Interest income

Dividend income

Impairment loss on intangible assets

Impairment loss on property, plant and equipment

Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Financial assets at fair value through profit or loss
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Net changes in liabilities relating to operating activities
Contract liabilities - current
Accounts payable
Notes payable
Other payables
Advance receipts
Contract liabilities - non-current
Net defined benefit liabilities - non-current
Cash generated from operations
Interest received
Income tax paid
Interest paid
Dividends received
Net cash provided by operating activities
For theyears ended December 31
Notes
2019
2018
$ 15,164,187 $ 15,402,347




6(2)
(
10,108 ) (
12,411 )
12(2)

8,640
17,080
6(7)(8)

18,177,202
5,993,847

574,709
584,009
6(10)

17,031
16,956
6(29)

1,216,000
144,662
6(6)
(
480,998 ) (
424,098 )
7
- (
59 )
6(28)
11,428
33,275
6(28)
(
58,910 )
-
6(27)
(
793,898 ) (
699,385 )
6(27)
(
49,542 ) (
65,124 )
6(11)

-
819
6(7)
(
13,618 )
9,969

(
841,967 )
728,211
(
552,547 ) (
326,504 )
63,609
122,931
(
537,455 ) (
1,734,535 )
(
125,934 )
76,950
36,544
24,955


600,194 (
1,092,169 )
439,012
1,977,720
(
651,908 ) (
199,901 )
(
60,331 )
18,646
3,025
1,678,593
213,827 (
111,590 )
8,998
157,749
32,357,190
22,322,943
805,390
697,286
(
3,380,452 ) (
6,194,372 )
(
1,216,183 ) (
144,711 )
270,286
1,236,783
28,836,231$ 17,917,929

(Continued)

  • 22 -

P RESIDENT CHAIN STORE CORP. AND SUBSIDIARIES

C ONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of investments accounted for using
the equity method

Acquisition of subsidiary

Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Return of capital from financial assets at fair value through
profit or loss
Return of capital from financial assets at fair value through
other comprehensive income
Guarantee deposits paid
Acquisition of intangible assets

Other non-current assets
Net cash (used in) provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings

Decrease in short-term notes and bills payable

Proceeds from long-term borrowings

Repayment of long-term borrowings

Payments of lease liabilities

Guarantee deposits received

(Decrease) increase in other non-current liabilities

Change in non-controlling interests
Payment of cash dividends - the Company

Payment of cash dividends - subsidiaries
Net cash used in financing activities
Effect of foreign exchange rate changes on cash and cash
equivalents
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
For theyears ended December 31
Notes
2019
2018
6(6) and 7
$ - $ 25,644,556
6(6)
- (
3,226,806 )
6(33)
(
7,249,215 ) (
6,671,500 )
245,532
81,397
118
-
200,000
-
(
144,974 ) (
110,493 )
6(11)
(
209,602 ) (
196,984 )
(
533,389 )
83,203

(
7,691,530 )
15,603,373
6(34)
(
1,223,127 )
6,272,605
6(34)
- (
250,000 )
6(34)
165,030
289,511
6(34)
(
624,174 ) (
473,646 )
6(8)(34)
(
11,329,825 )
-
6(34)
147,220
58,093
6(34)
(
222,130 )
223,176
(
94,763 ) (
23,138 )
6(22)
(
9,148,676 ) (
25,990,556 )
(
1,309,430 ) (
1,506,469 )
(
23,639,875 ) (
21,400,424 )
(
590,079 )
626,479
(
3,085,253 )
12,747,357

48,530,648
35,783,291
$ 45,445,395 $ 48,530,648
For theyears ended December 31 For theyears ended December 31
2018

The accompanying notes are an integral part of these consolidated financial statements.

Chairman: Lo, Chih-Hsien

Accounting Manager: Kuo, Ying-Chih

President: Huang, Jui-Tien

  • 23 -

REPORT OF INDEPENDENT ACCOUNTANTS

TRANSLATED FROM CHINESE

To President Chain Store Corp.

Opinion

We have audited the accompanying parent company only balance sheets of President Chain Store Corp. as of December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity, and of cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other independent accountants (which are described in the Other matters section of our report), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of President Chain Store Corp. as of December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flows for the years then ended, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with this Code. Based on our audits and the reports of other independent accountants, we believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2019 are stated as follows:

  • 24 -

Completeness and accuracy of retail sales revenue

Description

Please refer to Notes 4(23) and 6(21) to the parent company only financial statements for the accounting policy and the details of accounting relating to this key audit matter.

Retail sales revenue is generated by point-of-sale (POS) terminals, which record the merchandise name, quantity, sales price and total sales amount of each transaction using pre-established merchandise master file data (including merchandise name, cost of inventory, retail price, sales promotions, etc.). After the daily closing process, each store manager uploads the sales information to the ERP (enterprise resource planning) system, which summarizes all sales and automatically generates sales revenue journal entries. Each store manager also prepares a daily cash report to record the sales information and payment methods (including cash, gift certificates, credit cards and electronic payment devices, etc.) and the cash deposited to the bank.

As retail sales revenue comprises numerous small amount transactions and highly relies on the POS and ERP systems, the process of summarizing and recording sales revenue by these systems is important with regard to the completeness and accuracy of the retail sales revenue, and thus has been identified as a key audit matter.

How our audit addressed the matter

Our key audit procedures performed in respect of the above included the following:

  1. Inspected whether additions and changes to the merchandise master file data had been properly approved and supported by relevant documents;

  2. Inspected whether approved additions and changes to the merchandise master file data had been correctly entered in the merchandise master file;

  3. Inspected whether merchandise master file data had been periodically transferred to POS terminals in stores;

  4. Inspected whether sales information in POS terminals was periodically and completely transferred to the ERP system and automatically generated sales revenue journal entries;

  5. Inspected manual sales revenue journal entries and relevant documents;

  6. Inspected daily cash reports and relevant documents; and

  7. Inspected whether cash deposit amounts recorded in daily cash reports were in agreement with bank remittance amounts.

Cost-to-retail ratio of retail inventory method

Description

Please refer to Notes 4(11) and 6(3) to the parent company only financial statements for the accounting policy and the details of accounting relating to this key audit matter.

As there are various kinds of merchandise, the retail inventory method is used to estimate the cost of inventory and the cost of goods sold. The retail inventory method uses the ratio of the cost of goods purchased to their retail value (known as cost-to-retail ratio) to calculate the cost of inventory and the cost of goods sold. The calculation of the cost-to-retail ratio highly relies on the goods purchased both at cost and retail price, and thus has been identified as a key audit matter.

How our audit addressed the matter

  • 25 -

Our key audit procedures performed in respect of the above included the following:

  1. Interviewed management to understand the calculation of the cost-to-retail ratio under the retail inventory method, and inspected whether it had been consistently applied in the comparative periods of the financial statements;

  2. Inspected whether additions and changes to the merchandise master file data (including merchandise name, cost of inventory, retail price, sales promotions, etc.) had been properly approved and the data correctly entered in the merchandise master file;

  3. Inspected whether the cost and retail price of inventory purchased as per delivery receipts were in agreement with POS purchase records after acceptance of the inventory;

  4. Inspected whether the POS records for the cost and retail price of inventory purchased were periodically and completely transferred to the ERP system and ascertain whether the records could not be changed manually; and

  5. Calculated the cost-to-retail ratio to verify its accuracy.

Other matter –Using the work of other auditors

We did not audit the financial statements of certain investee companies. The balance of these investments accounted for using equity method amounted to NT$2,528,945 thousand and NT$2,210,541 thousand, representing 1.9% and 2.5% of total assets as of December 31, 2019 and 2018, respectively, and the related total comprehensive net income (including share of profit of subsidiaries, associates and joint ventures accounted for using equity method and share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method) amounted to NT$ 412,872 thousand and NT$415,363 thousand, representing 4.1% and 3.9% of total comprehensive net income for the years then ended, respectively. Those financial statements were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information on investees disclosed in Note 13 were based solely on the reports of other independent accountants.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal controls as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing 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 financial reporting process of the Company.

  • 26 -

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement in the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

  2. Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of the Company.

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

  4. 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 auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in

  • 27 -

internal controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2019 and are, therefore, considered to be the key audit matters. We describe these matters in our auditor’s report unless the law or regulations preclude 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.

Yi-Chang, Liang Chien-Hung, Chou For and on behalf of PricewaterhouseCoopers, Taiwan 27 February, 2020


The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 28 -

PRESIDENT CHAIN STORE CORP.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
7(3)
6(3)
6(4)
6(5)
6(6) and 7(3)
6(7)
6(8) and 7(3)
6(10)
6(11)
6(27)
6(12)
December 31, 2019
AMOUNT
%
$ 10,697,878
8
591,655
-
2,274,167
2
8,036,366
6
126,974
-
1,393,703
1
23,120,743
17
85,565
-
807,115
1
50,117,541
38
10,477,703
8
44,373,492
33
1,203,684
1
84,728
-
800,250
1
1,393,227
1
109,343,305
83
$ 132,464,048
100
December 31, 2018 December 31, 2018
AMOUNT
$ 10,697,878
591,655
2,274,167
8,036,366
126,974
1,393,703
23,120,743
85,565
807,115
50,117,541
10,477,703
44,373,492
1,203,684
84,728
800,250
1,393,227
109,343,305
$ 132,464,048
AMOUNT
$ 14,070,715
603,890
2,515,131
8,020,368
196,990
1,560,262
26,967,356
85,683
644,614
49,094,402
9,114,219
-
1,189,454
119,019
800,458
1,231,311
62,279,160
$ 89,246,516
%
Current assets
1100
Cash and cash equivalents
1170
Accounts receivable, net
1200
Other receivables
130X
Inventories, net
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss – non-current
1517
Financial assets at fair value through
other comprehensive income
– non-current
1550
Investments accounted for using equity
method
1600
Property, plant and equipment, net
1755
Right of use assets
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
16
-
3
9
-
2
30
-
1
55
10
-
1
-
1
2
70
100

(Continued)

  • 29 -

PRESIDENT CHAIN STORE CORP.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

December 31, 2019 December 31, 2018
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(13) $ 5,000,000 4 $ 6,000,000 7
2130 Contract liabilities – current 6(21) 1,607,970 1 1,293,149 1
2150 Notes payable 1,017,922 1 1,331,853 1
2160 Notes payable – related parties 7(3) 4,431,931 4 4,705,638 5
2170 Accounts payable 1,378,550 1 1,437,022 2
2180 Accounts payable – related parties 7(3) 8,373,924 6 8,028,624 9
2200 Other payables 6(14) 17,134,279 13 18,827,308 21
2230 Current income tax liabilities 6(27) 781,142 1 1,049,737 1
2280 Lease liabilities – current 7(3) 6,950,425 5 - -
2300 Other current liabilities 6(15) 1,492,567 1 1,463,092 2
21XX Total current liabilities 48,168,710 37 44,136,423 49
Non-current liabilities
2527 Contract liabilities – non-current 6(21) 216,284 - 151,550 -
2570 Deferred income tax liabilities 6(27) 4,149,357 3 3,916,979 4
2580 Lease liabilities – non-current 7(3) 37,780,192 29 - -
2640 Net defined benefit liability 6(16)
– Non-current 2,769,674 2 2,860,605 3
2645 Guarantee deposit received 2,730,126 2 2,533,958 3
2670 Other non-current liabilities 426,824 - 394,951 1
25XX Total non-current liabilities 48,072,457 36 9,858,043 11
2XXX Total liabilities 96,241,167 73 53,994,466 60
Equity
Share capital 6(17)
3110 Share capital – common stock 10,396,223 8 10,396,223 12
Capital surplus 6(18)
3200 Capital surplus 46,884 - 45,059 -
Retained earnings 6(19)
3310 Legal reserve 13,314,081 10 12,293,442 14
3320 Special reserve - - 398,859 -
3350 Unappropriated retained earnings 12,845,880 10 12,064,862 14
Other equity 6(20)
3400 Other equity interest ( 380,187 ) ( 1) 53,605 -
3XXX Total equity 36,222,881 27 35,252,050 40
3X2X Total liabilities and equity $ 132,464,048 100 $ 89,246,516 100

The accompanying notes are an integral part of these parent company only financial statements.

Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih

  • 30 -

PRESIDENT CHAIN STORE CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Forthe years endedDecember31
2019
2018
Notes
AMOUNT
%
AMOUNT
%
6(21) and 7(3)
$ 158,031,567
100
$ 154,074,731
100
6(3)(25) and 7(3)
(
103,854,132)(
66 ) (
101,062,364)(
66)
54,177,435
34
53,012,367
34
6(25)(26)
(
42,662,266) (
27 ) (
41,041,167) (
26)
(
4,469,102)
(
3 ) (
4,314,519) (
3)
12(2)
-
- (
2,100)
-
(
47,131,368)(
30 ) (
45,357,786)(
29)
7,046,067
4
7,654,581
5
7(3)
6(22)
1,325,894
1
1,417,538
1
6(23)
22,788
- (
68,816)
-
6(24)
(
359,593)
- (
42,971)
-
6(6)
4,185,310
2
3,473,458
2
5,174,399
3
4,779,209
3
12,220,466
7
12,433,790
8
6(27)
(
1,677,606)(
1 ) (
2,227,402)(
1)
$ 10,542,860
6
$ 10,206,388
7
6(16)
$ 71,511
- ( $ 29,219)
-
6(5)(20)
162,501
- (
143,849)
-
(
46,547)
- (
73,714)
-
6(27)
(
24,252)
-
49,725
-
163,213
- (
197,057)
-
6(20)
(
578,743)
-
619,530
-

(
10,566)
-
2,289
-
(
589,309)
-
621,819
-
( $ 426,096)
-
$ 424,762
-
$ 10,116,764
6
$ 10,631,150
7
6(28)
$ 10.14
$ 9.82
6(28)
$ 10.12
$ 9.79
4000
Operating revenue
5000
Operating costs
5900
Gross profit
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of subsidiaries, associates and
joint ventures accounted for using equity
method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive (loss) income
8311
Gain (loss) on remeasurement of defined benefit
plan
8316
Unrealized gain (loss) on valuation of equity
instruments at fair value through
other comprehensive income
8330
Share of other comprehensive loss of
subsidiaries, associates and joint ventures
accounted for using equity method, components
of other comprehensive income that will not be
reclassified to profit or loss
8349
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss
8310
Components of other
comprehensive income (loss) that will not
be reclassified to profit or loss
8361
Financial statements translation differences of
foreign operations
8380
Share of other comprehensive (loss) income of
subsidiaries, associates and joint ventures
accounted for using equity method, components
of other comprehensive income that will be
reclassified to profit or loss
8360
Components of other comprehensive (loss)
income that will be reclassified to profit or
loss
8300
Total other comprehensive (loss) income for the
year
8500
Total comprehensive income for the
year
9750
Basic earnings per share (in dollars)
9850
Diluted earnings per share (in dollars)

The accompanying notes are an integral part of these parent company only financial statements.

Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih

  • 31 -
Total equity 50,614,262 3,990 ) 50,610,272 10,206,388 424,762 10,631,150 - - 25,990,556 ) 536 648 35,252,050 35,252,050 10,542,860 426,096 ) 10,116,764 - - 9,148,676 ) 1,235 590 918 36,222,881
$ $ $ $
PRESIDENT CHAIN STORE CORP. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY (Expressed in thousands of New Taiwan dollars) Retained Earnings
Other Equity Interest
Unrealized Financial
gain or loss on
statements
financial assets
translation
at fair value
Unrealized
Notes
Share capital –
common stock Capital surplus Legal reserve Special reserve
Unappropriated
retained earnings
differences of
foreign
operations
through other
comprehensive
income
gain or loss on
available-for-sale
financial assets
For the year ended December 31, 2018 Balance at January 1, 2018
$ 10,396,223
$ 43,875
$ 9,191,733
$ -
$ 31,381,290 ($ 906,308 ) $ -
$ 507,449
Adjustments under new standards
-
-
-
-
25,463
-
477,996
(
507,449)(
Adjusted beginning balance
10,396,223
43,875
9,191,733
-
31,406,753 (
906,308 )
477,996
-
Profit for the year
-
-
-
-
10,206,388
-
-
-
Other comprehensive income (loss) for the year
6(20)
-
-
-
-
(
57,155 )
626,479(
144,562)
-
Total comprehensive income (loss) for the year
-
-
-
-
10,149,233
626,479(
144,562)
-
Distribution of 2017 earnings:
6(19)
Legal reserve
-
-
3,101,709
-
(
3,101,709 )
-
-
-
Special reserve
-
-
-
398,859
(
398,859 )
-
-
-
Cash dividends
-
-
-
-
(
25,990,556 )
-
-
-
(
Overdue unclaimed cash dividend transferred to capital surplus
-
536
-
-
-
-
-
-
Adjustment of capital surplus due to associates’ adjustment of capital surplus
-
648
-
-
-
-
-
-
Balance at December 31, 2018
$ 10,396,223
$ 45,059
$ 12,293,442
$ 398,859
$ 12,064,862 ($ 279,829 ) $ 333,434
$ -
For the year ended December 31, 2019 Balance at January 1, 2019
$ 10,396,223
$ 45,059
$ 12,293,442
$ 398,859
$ 12,064,862 ($ 279,829 ) $ 333,434
$ -
Profit for the year
-
-
-
-
10,542,860
-
-
-
Other comprehensive income (loss) for the year
6(20)
-
-
-
-
7,696 (
590,079 )
156,287
-
(
Total comprehensive income (loss) for the year
-
-
-
-
10,550,556 (
590,079 )
156,287
-
Distribution of 2018 earnings:
6(19)
Legal reserve
-
-
1,020,639
- (
1,020,639 )
-
-
-
Special reserve
-
-
-
(
398,859 )
398,859
-
-
-
Cash dividends
-
-
-
- (
9,148,676 )
-
-
-
(
Overdue unclaimed cash dividend transferred to capital surplus
-
1,235
-
-
-
-
-
-
Adjustment of capital surplus due to associates’ adjustment of capital surplus
-
590
-
-
-
-
-
-
Disposal of equity instruments designated at fair value through other comprehensive income of associates
-
-
-
-
918
-
-
-
Balance at December 31, 2019
$ 10,396,223
$ 46,884
$ 13,314,081
$ -
$ 12,845,880
($ 869,908 ) $ 489,721
$ -
The accompanying notes are an integral part of these parent company only financial statements. Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih - 32 -

PRESIDENT CHAIN STORE CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax for the year
Adjustments to reconcile profit before income tax to net cash
provided by operating activities
Income and expenses having no effect on cash flows
Expected credit losses

Depreciation expense

Amortization expense

Finance costs

Share of profit of subsidiaries, associates and joint
ventures accounted for using equity method

Depreciation on investment property

Gain on disposal of investments accounted for using
equity

Interest income

Dividend income

Reversal of impairment loss on property, plant and
equipment

(Gain) loss on disposal of property, plant and equipment
Gain from lease modification

Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Net changes in liabilities relating to operating activities
Contract liabilities–current
Notes payable
Accounts payable
Other payables
Other current liabilities
Contract liabilities – non-current
Net defined benefit liability
Other non-current liabilities
Cash generated from operations
Interest received
Income tax paid

Interest paid
Dividends received
Net cash provided by operating activities
For the years ended December 31
Notes
2019
2018
$ 12,220,466 $ 12,433,790
12(2)
-
2,100
6(7)(8)(25)
8,986,348
2,096,300
6(11)(25)
55,700
92,846
6(24)
359,593
42,971
6(6)
(
4,185,310 ) (
3,473,458 )
6(10)
7,440
7,365
6(6)(23)
- (
59 )
6(22)
(
38,037 ) (
83,534 )
6(22)
(
49,542 ) (
65,124 )
6(7)(23)
- (
2,401 )
6(23)
(
11,253 )
9,632
6(23)
(
33,255 )
-

12,235 (
4,992 )
239,949
76,934
(
15,998 ) (
825,661 )
(
36,821 )
70,748
166,559
86,361
(
161,916 ) (
54,589 )
314,821
140,135
(
587,638 )
298,181
286,828
703,724
(
1,714,521 ) (
234,672 )
29,475
156,252
64,734
939
(
19,420 ) (
10,994 )
(
4,657 )
16,900
15,885,780
11,479,694
39,052
107,590
6(27)
(
1,737,867 ) (
2,423,741 )
(
348,890 ) (
32,687 )
2,735,708
7,731,235
16,573,783
16,862,091

(Continued)

  • 33 -

PRESIDENT CHAIN STORE CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Return of capital from financial assets at fair value
through profit or loss
Acquisition of investments accounted for using
equity method

Proceeds from disposal of investments accounted for
using equity method

Return of capital from investments accounted for
using equity method

Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and
equipment
Acquisition of intangible assets

Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of lease liabilities

Payment of cash dividends

(Decrease) increase in short term borrowings

Increase in guarantee deposit received

Net cash used in financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
For the years ended December 31
Notes
2019
2018
$ 118 $ 151
6(6) and 7(3)
(
200,000 ) (
3,226,806 )
6(6) and 7(3)
41,657
1,828
6(6)
-
180,000
6(30)
(
3,359,789 ) (
2,303,297 )
149,016
26,027
6(11)
(
21,409)
-
(
3,390,407 ) (
5,322,097 )
6(31)
(
6,603,705 )
-
6(19)
(
9,148,676 ) (
25,990,556 )
6(31)
(
1,000,000 )
6,000,000
6(31)
196,168
98,296
(
16,556,213 ) (
19,892,260 )
(
3,372,837 ) (
8,352,266 )
14,070,715
22,422,981
$ 10,697,878$ 14,070,715

The accompanying notes are an integral part of these parent company only financial statements.

Chairman: Lo, Chih-Hsien President: Huang, Jui-Tien Accounting Manager: Kuo, Ying-Chih

  • 34 -

Appendix V

Profit Allocation Proposal for 2019

Unit: NTD
Item Amount
Retained earnings-unappropriated in
previousyear
$2,294,406,568
Netprofit after tax for 2019 10,542,860,344
Add: Remeasurements of liabilities on net
defined benefitplan
7,696,733
Add: Disposal of financial instruments
designated at fair value through other
comprehensive income of associates
916,375
Subtotal 10,551,473,452
Less:Legal earnings reserve (1,055,147,345)
Less: Special earnings reserve (380,187,421)
Distributable earnings in 2019 11,410,545,254
Less: Cash dividends to common
shareholders(NT$9.0 per share)
(9,356,600,295)
Retained earnings-unappropriated, end of 2019 $ 2,053,944,959
  • Note 1. The earnings of 2019 were allocated as the first priority in the current year, and the deficit was made up by the earnings unappropriated at the end of 2018.

  • The total cash dividends allocated to each shareholder were rounded off to one NT$.

  • The fractional stocks less than NT$1 in the allocation were transferred to other income of the Company.

Chairman: Lo, Chih-Hsieh

President: Huang, Jui-Tien

Chief Accounting Officer: Kuo, Ying-Chih

  • 35 -

Appendix VI

Comparison Table for Amendments to the “Rules of Procedures for Shareholders’ Meeting of President Chain Store Corporation”

No. After amendment Before amendment Remark
16 XVI. Where the chairperson
holds that the discussion on an
issue is up to the extent for
resolution by voting, the
chairperson may announce
discontinuance from the
discussion and bring that issue
into the process of resolution
through votingand arrange
enough time for voting.
XVI. Where the chairperson holds
that the discussion on an issue is
up to the extent for resolution by
voting, the chairperson may
announce discontinuance from the
discussion and bring that issue into
the process of resolution through
voting.
To conform the
amendment of
regulations.
  • 36 -

Appendix VII

Details of the Duties Subject to Releasing Directors and Independent Directors from Non-competition

from Non-competition
As of May 5th, 2020
Name Current Position in Other Companies
Representative of
Uni-President
Enterprises Corp.,
Lo, Chih-Hsien
Chairman: Uni-President Enterprises Corp., President Natural Industrial
Corporation, Ton Yi Industrial Corp., TTET Union Corporation,
Prince Housing & Development Corp., President Packaging
Industrial Corp., Woongjin Foods Co., Ltd., Daeyoung Foods Co.,
Ltd., President International Development Corp., Uni-President
China Holdings Ltd., Changjiagang President Nisshin Food Co., Ltd.,
ScinoPharm Taiwan, Ltd., Uni-President (Philippines) Corp.,
Uni-President (Thailand) Ltd., Uni-President (Vietnam) Co., Ltd.,
Uni-President
Enterprises
(China)
Investment
Co.,
Ltd.,
Uni-President
Cold-Chain
Corp., Presco
Netmarketing
Inc.,
Uni-President Dream Parks Co., President Century Corp., President
Property Corporation, Cheng-Shi Investment Holding Co., Uni-OAO
Travel Service Corp., Prince Real Estate Co., Times Square
International Holding Co., Times Square International Stays
Corporation, Time Square International Hotel Corporation
Vice Chairman: President Nisshin Corp.
Director: Presicarre Corporation, Cayman President Holdings Ltd., Kai Yu (BVI)
Investment Co., Ltd., President Fair Development Corp., Uni-President
Southeast Asia Holdings Ltd., Uni-President Asia Holdings Ltd.,
Uni-President Hong Kong Holdings Limited, Champ Green Capital
Limited, Champ Green (Shanghai) Consulting Co., Ltd., Guangzhou
President Enterprises Co., Ltd., Fuzhou President Enterprises Co., Ltd.,
Xinjiang President Enterprises Food Co., Ltd., Wuhan President
Enterprises Food Co., Ltd., Kunshan President Enterprises Food Co.,
Ltd., Chengdu President Enterprises Food Co., Ltd., Shenyang President
Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Hefei
President Enterprises Co., Ltd., Zhenzhou President Enterprises Co.,
Ltd., Beijing President Enterprises Drinks Co., Ltd., Uni-President
Enterprise (Kunshan) Food Technology Co., Ltd., Nanchang President
Enterprises Co., Ltd., Uni-President Organics Corp., Uni-President
Trading (Hubei) Co., Ltd., President (Shanghai) Trading Co., Ltd.,
Kunming President Enterprises Food Co., Ltd., Yantai Tongli Beverage
Industries Co., Ltd., Changsha President Enterprises Co., Ltd., Bama
President Mineral Water Co., Ltd., Nanning President Enterprises Co.,
Ltd., Zhanjiang President Enterprises Co., Ltd., Chongqing President
Enterprises Co., Ltd., Taizhou President Enterprises Co., Ltd., Akesu
President Enterprises Co., Ltd., Changchun President Enterprises Co.,
Ltd., Uni-President (Shanghai) Pearly Century Co., Ltd., Baiyin
President Enterprises Co., Ltd., Hainan President Enterprises Co., Ltd.,
Guiyang President Enterprises Co., Ltd., Jinan President Enterprises
Co., Ltd., Hangzhou President Enterprises Co., Ltd., Wuxue President
Mineral Water Co., Ltd., Shijiazhuang President Enterprises Co., Ltd.,
Xuzhou President Enterprises Co., Ltd., Henan President Enterprises
Co., Ltd., President (Kunshan) Trading Co., Ltd., Shaanxi President
EnterprisesCo.,Ltd., Jiangsu President EnterprisesCo.,Ltd.,
  • 37 -
Name Current Position in Other Companies
Changbaishan Mountain President Enterprises (Jilin) Mineral Water
Co., Ltd., Ningxia President Enterprises Co., Ltd., President Enterprises
(Shanghai) Co., Ltd., President Enterprises (Inner Mongolia) Co., Ltd.,
Shanxi President Enterprises Co., Ltd., Uni-President Enterprise
(Hutubi) Tomato Products Technology Co., Ltd., Uni-President
Enterprises (Shanghai) Drink & Food Co., Ltd., Uni-President
Enterprises (Tianjin) Co., Ltd., Hunan President Enterprises Co., Ltd.,
Uni-President Glass Industrial Co., Ltd., President Packaging Holdings
Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., President
Energy
Development
(Cayman
Islands)
Ltd.,
Uni-President
Development Corp., Uni-Wonder Corporation, President Professional
Baseball Team Corp., Tait Marketing & Distribution Co., Ltd., Wei Lih
Food Industrial Co., Ltd., Howard Beach Resort Kenting Co., Ltd.,
Nanlien International Corporation, President Chain Store (BVI)
Holdings Ltd., President Chain Store (Labuan) Holdings Ltd., Tone
Sang Construction Corp., Retail Support
International Corp.,
Uni-President Assets Holdings Ltd., Prince Property Management
Consulting Co., Kao Chyuan Inv. Co., Ltd.
President:PrescoNetmarketingInc.
Representative of Kao
Chyuan Investment
Co., Ltd.,
Kao, Shiow-Ling

Chairman: President Fair Development Corp., Uni-President Department Store
Corp., President Being Corp., President Pharmaceutical Corp.,
President Drugstore Business Corp., Kao Chyuan Inv. Co., Ltd.
Director: Uni-President Enterprises Corp., Ton Yi Industrial Corp., Prince Housing
& Development Corp., President International Development Corp.,
ScinoPharm Taiwan Ltd., President Century Corp., Uni-President
Development Corp., Uni-Wonder Corporation, President (Shanghai)
Health Product Trading Co., Ltd., Beauty Wonder (Zhejiang) Trading
Co., Ltd. Times Square International Holding Co., Time Square
International Hotel Corporation
President:President Fair DevelopmentCorp.,KaoChyuan Inv. Co.,Ltd.
Representative of
Uni-President
Enterprises Corp.,
Chen, Jui-Tang
Chairman: Uni-Wonder Corporation, President Lanyang Art Corporation, Ren-Hui
Investment Corp., Uni-President Superior Commissary Corp.,
President Transnet Corp., President Collect Service Corp., Retail
Support International Corp., Kai Ya Food Co., Ltd.
Vice Chairman: Philippine Seven Corp.
Director: Uni-President Enterprises Corp., Uni-President Department Store Corp.,
Uni-President Cold-Chain Corp., Uni-President Development Corp.,
President Fair Development Corp., President International Development
Corp., Nanlien International Corporation, President Chain Store (BVI)
Holdings Ltd., PCSC (China) Drugstore Limited, President Chain Store
(Labuan) Holdings Ltd., President Chain Store (Hong Kong) Holdings
Limited, Uni-President Logistics (BVI) Holdings Limited.
President:Ren-Hui InvestmentCorp.
Representative of
Uni-President
Enterprises Corp.,
Huang, Jui-Tien
Chairman: iCASH Corp., President Chain Store Tokyo Marketing Corporation,
Capital Marketing Consultant Corp., Tait Marketing & Distribution
Co., Ltd., President (Shanghai) Health Product Trading Company Ltd.,
Beauty Wonder (Zhejiang) Trading Co., Ltd.
Director: Uni-Wonder Corporation, President Pharmaceutical Corp., President
Drugstore Business Corp., President Information Corp., Retail Support
International Corp., Uni-President Cold-Chain Corp., Books.com. Co.,
Ltd.,PhilippineSevenCorp.,President International Development
  • 38 -
Name Current Position in Other Companies
Corp., President Nisshin Corp., President Fair Development Corp.,
Ren-Hui Investment Corp., President Chain Store (Hong Kong)
Holdings Limited, PCSC (China) Drugstore Limited, President Chain
Store (Zhejiang) Ltd., President Chain Store (Shanghai) Ltd., Ren Hui
Holding Co., Ltd., Shan Dong President Yinzuo Commercial Limited,
President
Pharmaceutical
(Hong
Kong)
Holdings
Limited,
Uni-President Foodstuff (BVI) Holdings Ltd., Changjiagang President
Nisshin Food Co., Ltd., Shanghai Songjiang President Enterprises Co.,
Ltd., Zhongshan President Enterprises Co., Ltd., Taiwan Millennium
Health Foundation, Dr. C. Y. Kao's Non-Profit Foundation of Culture &
Education (In Memory of His Mother)
President: President Pharmaceutical (Hong Kong) Holdings Limited, Tung-Ren
PharmaceuticalCorp.
Representative of
Uni-President
Enterprises Corp.,
Wu, Liang-Feng
Chairman: Zhongshan President Enterprises Co., Ltd., Tianjiang President
Enterprises Food Co., Ltd., Qingdao President Feed & Livestock Co.,
Ltd., Tung Lo Development Co., Ltd., Master Channels Corporation
Director: TTET Union Corporation, Changjiagang President Nisshin Food Co.,
Ltd., President Nisshin Corp.
President: Tung Lo Development Co., Ltd., Changjiagang President Nisshin Food
Co.,Ltd.
Representative of
Uni-President
Enterprises Corp.,
Su, Tsung-Ming
Chairman: President Life Sciences Co., Ltd., Tong Yu Investment Corp.,
Uni-President Development Corp., AndroScience Corp.
Director: Grand Bills Finance Corporation, President International Development
Corp., Uni-President China Holdings Ltd., ScinoPharm Taiwan, Ltd.,
President Tokyo Corporation, Uni-President Hong Kong Holdings
Limited, President Tokyo Auto Leasing Corporation, Tong-Sheng
Finance Leasing Co., Ltd., Tong-Sheng (Suzhou) Car Rental Co., Ltd.,
CDIB & Partners Investment Holding Corporation, Xiang Lu Industrial
Ltd., President (BVI) International Investment Holdings Ltd., President
Energy Development (Cayman Islands) Ltd., President Life Sciences
Cayman Co., Ltd., SPT International, Ltd., Tanvex Biologics, Inc.
Supervisor: Presicarre Corporation, Uni-President Enterprises (China) Investment
Co., Ltd., Presco Netmarketing, Inc.
President: President International Development Corp., ScinoPharm Taiwan, Ltd.,
President Property Corporation
Representative of
Uni-President
Enterprises Corp.,
Hwang, Jau-Kai
Chairman: Tung Ang Enterprises Corp., Uni-President Vender Corp.
Director: Ton Yi Industrial Corp., Mech-President Corp., Woongjin Foods
Co.,Ltd., Daeyoung Foods Co., Ltd., Uni-president Marketing Co., Ltd.,
Uni-President (Vietnam) Co., Ltd., Uni-President Cold-Chain Corp.
Supervisor: Uni-President (Korea) Co., Ltd.
President: Uni-President EnterprisesCorp.
Representative of
Uni-President
Enterprises Corp.,
Wu,Kun-Lin
Chairman: Chang-Tong Enterprise Corp., PT.Uni President Indonesia.
Director: Changjiagang President Nisshin Food Co., Ltd., Uni-President Oven
Bakery Corp., President Nisshin Corp.
Representative of
Uni-President
Enterprises Corp.,
Wu, Tsung-Pin
Chairman: Tung-Ren Pharmaceutical Corp., Kai Nan Investment Co., Ltd.
Director: Prince Housing & Development Corp., President Fair Development
Corp., President International Trade & Investment Corp., ScinoPharm
Taiwan, Ltd., Uni-President (Vietnam) Co., Ltd., Uni-President Hong
Kong Holdings Limited, Kuang Chuan Dairy Co., Ltd., Kuang Chuan
Foods Ltd., Cheng-Shi Investment Holding Co.,TungLo Developmnt
  • 39 -
Name Current Position in Other Companies
Co., Ltd., Tone Sang Construction Corp., Prince Real Estate Co., Ltd.,
Times Square International Holding Co., Time Square International
Hotel Corporation
Supervisor:
President
Kikkoman
Inc.,
Kunshan
President
Kikkoman
Biotechnology Co., Ltd., President International Development
Corp., President Kikkoman Zhenji Foods Co., Ltd., President
Century Corp., President Professional Baseball Team Corp., Ming
Da Enterprises Co., Ltd., Nanlien International Corporation, Times
Square International Stays Corporation, Woongjin Foods Co., Ltd.,
DaeyoungFoodsCo.,Ltd.
Representative of
Uni-President
Enterprises Corp.,
Wu, Wen-Chi
Director:Philippine Seven Corp., Uni-President (Singapore) Pte. Ltd.
Supervisor:Uni-Wonder Corporation, President Transnet Corp., President Collect
Service Corp., Books.com. Co., Ltd., President Chain Store
(Shanghai)Ltd.,PresidentChainStore(Zhejiang)Ltd.
Wang, Wen-Yeu Independent Director: GlobalUnichip Corp.,KGISecuritiesCo.Ltd.,Xintec Inc.
Hung,Yung-Chen Director:HuaViVentureCapitalCorporation
  • 40 -