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SFC AGM Information 2020

Jul 8, 2020

51753_rns_2020-07-08_f03f7555-f65b-4296-90f4-332fccd44c77.pdf

AGM Information

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Standard Foods Corporation

2020 Annual General Meeting Minutes

Date & Time 9:00 am. Tuesday, June 16, 2020

Place NO.369, Section 1, Heping West Road, Xihai Village, Dayuan District, Taoyuan City, Taiwan (In our staff social hall of Dayuan Factory)

Attending shareholders Total shares represented by shareholders present in preson or by proxy were 782,722,046 (including 763,582,041 shares of voting rights exercised electronically). The percentage of shares held by shareholders present in person or by proxy were 86.16% (The Voting rights were 908,420,120 that had deducted the non-voting rights of 6,669,471 shares under Article 179 of the Company Act.)

Director present Ter-Fung Tsao , Arthur Tsao

Independent Director Ben Chang (Convener of Audit Committee) , George Chou

(A total of 4 directors attended the Annual Shareholders’ Meeting, representing more than half of all 7 Corporation directors.)

Attendees:

Tza-Li Gung, CPA of Deloitte & Touche

FA-LI LIN, Attorney of Formosa Transnational Attorneys at Law Chairman: Ter-Fung Tsao, Chairman of the Board of Directors Recorder Ann Lin

Meeting commencement: The Chairman announced the commencement of the meeting as shares represented by attending shareholders had reached the number legally required for shareholders’ meetings.

Summary of Chairman’s opening speech: (omitted)

1. Report Items

  • (1)2019 Business Report, please refer attachments 1.

  • (2)2019 Audit Committee’s review report, please refer attachments 2.

  • (3)The Distribution Report of Compensation of the Employees and Directors for the Year 2019.

  • (Please refer the Handbook for 2020 Annual Shareholders’ Meeting)

2. Proposed Adoptions

  • Proposal 1 Proposed by the Board of Directors and would be passed by way of Ordinary Resolutions.

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Subject Adoption of the 2019 Business Report and Financial Statements. Explanations

  • (1). The financial statements of 2019 have been approved at the Company's Board of Meeting, and audited as well as certified by the CPA of Tza-Li Gung and Ching-Cheng Yang .They were submitted along with the business report to the Audit Committee for audit, which then has audited the same.

  • (2). Please refer the Attachments 1 for the business report ; the Attachment 3 for the Auditors’ Report and 2019 Independent Financial Statements ; the Attachment 4 for the Auditors’ Report and 2019 Consolidated Financial Statements.

Resolution The voting result for this proposal was as follows:

For proposals items, total number of shareholder votes present during vote were 782,722,046 . Approval votes were 734,282,194 rights (include 715,438,580 rights were exercised electronically), disapproval votes were 65,492 rights , invalid votes was 0 right, abstentions and non-voting votes were 48,374,360 rights. The proportion of shareholder votes present during vote of approval was 93.81% , the proposal was approved as proposed.

  • Proposal 2 Proposed by the Board of Directors and would be passed by way of Ordinary Resolutions.

Subject Ratification of the Company's 2019 profit distribution plan. Explanations

  • (1). This proposal was approved at the Company's Board of meeting and submitted to the Audit Committee, which has audited the same.

  • (2). The 2019 Earnings Distribution Proposal as below:

Standard Foods Corporation Earnings Distribution of 2019

Unit: NT$

Standard Foods Corporation
Earnings Distribution of 2019
Unit: NT$
Undistributed surplus at the beginning of the
period

1,351,030,200
Remeasurement of Defined Benefit Plans
Recognized in Retained Earnings
(27,296,386)
Undistributed surplus after adjustment 1,323,733,814
AddNet Income 3,416,097,320
MiunsLegal Reserve (341,609,732)
Special Reserve (246,548,946)

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Distributable Earnings (Note) 4,151,672,456
Distribution
Cash dividens ($2.65per share) (2,424,987,417)
End of Period Retained Earnings 1,726,685,039

(Note) the year of this distribution of earnings is 2019

  • (3).Upon the approval of the Annual Shareholders' Meeting, it is proposed that the Board of Director be authorized to otherwise determine the distribution record date and distribution date.

  • (4).The distribution of the cash dividends shall be rounded down to the nearest New Taiwan Dollar. The aggregate of the remaining cash will be credited to Other Revenue by the Company. In the event that any changes by laws or competent authority ,or the Company buys back shares, or other capital collection lead to issue new common stock, or treasury stock transfer to the staffs, or offset other kind of the

  • subjects thereby affecting the number of outstanding shares and then causing the proposed profit distribution per share to change, it is proposed that the Board of Director authorized to adjust the same based on the number of actual shares outstanding on the ex-dividend date.

Resolution The voting result for this proposal was as follows:

For proposals items, total number of shareholder votes present during vote were 782,722,046 . Approval votes were 735,271,811 rights (include 716,428,197 rights were exercised electronically), disapproval votes were 66,680 rights , invalid votes was 0 right , abstentions and non-voting votes were 47,383,555 rights. The proportion of shareholder votes present during vote of approval was 93.93% , the proposal was approved as proposed.

3. Discuss Matters

Proposal 1 Proposed by the Board of Directors

Subject Review and approval of the amendments of Operational Procedures for Endorsements and Guarantees

Explanations

  • (1). It is proposed that certain provisions the above Rules and Procedures be amended in accordance with the amendments to the Regulations Governing Loaning Funds and Making of Endorsements/Guarantees by Public Companies.

  • (2). The comparison table for the amendments of Operational Procedures for Endorsements and Guarantees are as Attachment 5.

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Resolution The voting result for this proposal was as follows:

For proposals items, total number of shareholder votes present during vote were 782,722,046 . Approval votes were 735,032,440 rights (include 716,196,610 rights were exercised electronically), disapproval votes were 72,611 rights , invalid votes was 0 right , abstentions and non-voting votes were 47,616,995 rights. The proportion of shareholder votes present during vote of approval was 93.90% , the proposal was approved as proposed.

Proposal 2 Proposed by the Board of Directors

Subject Review and approval of the amendments to the Procedures for Loaning Funds to Other Parties

Explanations

  • (1). It is proposed that certain provisions the above Rules and Procedures be amended in accordance with the amendments to the Regulations Governing Loaning Funds and Making of Endorsements/Guarantees by Public Companies.

  • (2). The comparison table for the amendments of Procedures for Loaning Funds to Other Parties are as Attachment 6.

Resolution The voting result for this proposal was as follows:

For proposals items, total number of shareholder votes present during vote were 782,722,046 . Approval votes were 735,027,874 rights (include 716,192,044 rights were exercised electronically), disapproval votes were 77,178 rights , invalid votes was 0 right , abstentions and non-voting votes were 47,616,994 rights. The proportion of shareholder votes present during vote of approval was 93.90% , the proposal was approved as proposed.

4. Special Motions

  1. Meeting Adjournment At 9.35 a.m., the Chairman announced the adjournment of the meeting.

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ATTACHMENTS

Attachement 1 2019 Business Report

Dear Shareholders

Although the economic activity in year 2019 full of variables at home and abroad, but customers pursue balanced nutrition and health remain the same. The sales amount get growth at the same time and breakthrough NT$30 billion of Standard Foods group in Taiwan and China , which was growth 14.4% ; and net profit about NT$3.45 billion, which was growth 16.4%. We provide reassuring and delicious and health products in Taiwan , and make the brand younger for developing new products and meet closer to comsumer. Except the brand of Douli in China to keep ploughing deeply continuously, and investment brand strengthen, and develop the business channel, we also launch the nutrition and health products to let consumers get healthier and high quality choice.

Appreciate the affirmation from consumers, and the trust and support to the management team, and all the efforts from our colleagues.

Looking forward to year 2020 , it is difficult to predict the economic changes at home and abroad due to the new type of coronary pneumonia and global economic recession. Although the environment is unclear, we will continue to adhere to the mission of serving as a nutrition and health partner for the whole family of consumers, and continue to launch high-quality products with a rigorous attitude. We are cautious and optimistic about the operation and growth in year 2020.

We hereby outline the consolidated business results of Standard Foods in 2019 and the business plan of 2020 as follow :

  1. Business Performance 2019

  2. 1.1 Consolidated Revenue and Profit Overview

Unit: NT$

Thousand

Thousand
Description Year 2019 % Year 2018 % +/-%
Operating Revenue 31,266,232 100 27,340,587 100 14.4
Operation Costs 21,635,219 69 19,086,242 70 13.4
Gross Profit 9,631,013 31 8,254,345 30 16.7
Operating Income 4,423,873 14 3,149,836 12 40.4
Profit Before Income Tax 4,548,534 15 3,676,232 14 23.7
Net Profit For The Year 3,454,836 11 2,968,307 11 16.4
Total Comprehensive
Income
3,198,647 10 2,829,558 10 13.0

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In 2019, Standard Foods had consolidated operating revenue of NT$31.26 billion, with a year-on-year increase of 14.4%, or an increase of NT$3,925 million from last year. The operating revenue of the separate entities in the same year amounted to NT$13.14 billion, with a year-on-year increase of 7.8%, or an increase of NT$952 million from last year.

In 2019, the total comprehensive income amounted to NT$3.2 billion, with a year-on-year increase of 13.0%, or an increase of NT$369 million from last year. The total comprehensive income attributable to the Company's owners amounted to NT$3.14 billion, which was 11.7% growth or an increase of NT$329 million from last year

1.2 Research and Development

In order to provide consumers with nutritious, delicious, healthy and high-quality products, Standard Foods has invested NT$148 million for R&D in 2019. In addition to the continuous development of new products, clinical experiments and technical research, we have also upgraded and improved the formula and packaging of existing products, hoping to bring consumers higher quality products.

2. Summary of 2020 Business Plan and Future Development Strategies

2.1 Operating Guidelines

  • (1) With the improvement of health care awareness, the demand for nutritional health care products increases regardless of age. We will continue to conduct consumer research, grasp the market pulse, and develop more convenient, multiple products that meet consumer needs.

  • (2) Implement traceability management, improve quality control, technological improvement, and strictly control the "safety of food" to provide consumers with safe, nutritious, and delicious products.

  • (3) Develop a systematic plan for talent development, foster talents to grow diversely, deepen professional capabilities and interdisciplinary flexibility, activate internal organizations and increase the flexibility and elasticity of organization for operations.

  • 2.2. Expected Sales Volume and Important Marketing Policie

The combined sales volume in 2020 is expected to be 456,435 tons, and based on this estimation, the focuses of future production and sales policies are as follows:

  • I. Production

  • Follow the Group's future development strategy and goals, and

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improve various capital expenditures and operational process to enhance the production efficiency and quality of products.

  • Choose proper suppliers and strengthen cooperation with upstream suppliers and downstream distributors, and implement traceability management and quality policies to enhance supply chain efficiency.

  • Conduct strict control over production flow operations and products. Abide by quality specifications and standards, and provide safe and guaranteed products for customers.

  • II. Sales

  • Grasp the market consumption trend and listen to customers attentively. Adhering to the concept of "balanced nutrition is the basis for people's health," we integrate natural nutrition into each product. Besides, by sticking to the principles of less burden, no or low sugar, and no addition of artificial chemicals, we launch the products that make all customers satisfied, and enhance loyalty towards the brand.

  • Serve all customers honestly and earnestly. Contact targeted customer groups through multimedia. Use innovative and flexible marketing strategies to strengthen product exposure and penetration, further increasing market share.

  • Through the official account of communication software and the Standard Health Go website (a marketing website), the customers can easily acquire information related to products and experience more friendly and convenient shopping methods.

3. Impacts of External Competition, the Legal Environment, and the Macro Environmen

3.1 External Competitions

In the face of the rapid changes of domestic and international environment, and the rise of social marketing, live marketing and other sales channels, the changes between virtual and real channels generate consumption transfer. In addition to facing the fierce competition of many domestic and foreign manufacturers, it is urgent to master the consumer habits and channels. In addition to adhering to the original intention and strict inspection and production of various products with high standards, Standard Foods continues to strengthen the communication of consumers through various marketing channels, understand the real needs of consumers, continue to develop products that enable consumers to "buy at ease and eat at ease", and improve the innovation and added value of products. Through a variety of multi-media and experience activities, we can

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deepen the life of consumers, strengthen the brand image, enhance the loyalty of consumers to the brand, and continue to be the leading brand in the market.

3.2 Legal Environment

In recent years, the government has adopted various amendments to make the food safety and health management system more complete, so as to ensure the safety of Chinese people's food. Our mission is to become a nutrition and health partner for the whole family of consumers. "Food safety" is our constant commitment to consumers. In addition to complying with the food safety laws and regulations of the government, establish the food safety monitoring plan and keep improving to improve the quality of all products.

3.3 Macro Environment

Recently, affected by the new coronary pneumonia epidemic and the sharp fluctuation of international crude oil price, it has a considerable impact on bulk materials, raw materials and exchange rate. Although the domestic epidemic situation is well controlled, it cannot stay out of the global economic upheaval, which is bound to affect the domestic economy and consumption momentum. It is still a challenge for the food industry which mainly relies on imported raw materials and domestic market..

Looking forward to the future, although the change of economic situation is not clear, we will continue to improve and launch high-quality products and services to consumers with the belief of stable operation and constant commitment to consumers.

4. Overview of Business Operations

4.1 Principal activities

  • Major business: Manufacturing and selling of nutritious foods, edible oil, dairy products, and beverages.

  • Operating ratio of current products


Product type
Nutritious Foods
Cooking products Food
Others
Total
2019
Business ratio
38%
50%
12%
100%

4.2 Industry overview

  • (1) Status and Development of Industry

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With the attention to food safety issues, domestic food safety laws and regulations are also becoming more stringent. The inspection capacity of food manufacturers needs to keep pace with the times, so as to ensure the safety of consumers' food. In addition, with the progress of medical treatment and the extension of life expectancy, consumers are concerned about the quality of life after old age, and the early start of daily health care has become a part of their life. In addition to sports health care, people are also interested in functional health care and nutrition products, which has become the field that major food factories are striving to develop.

  • (2) Correlation of the Up-stream, Mid-stream, and Down-stream Dealers in the Industry

  • Upstream: Agriculture, animal husbandry, food packaging materials industry, raw materials for Biotechnology, etc.

  • Midstream: R&D, food manufacturing, drink manufacturing, inspection, etc.

  • Downstream: Transportation, storage, sales channels and platforms, etc.

  • (3) Product Development Trends

  • To develop more convenient and diversified products with integration of the concept of "youth" into products and to establish links with young consumers by lively marketing strategies and through various communication channels and platforms.

  • By having development based on the concept of health, in addition to obtaining health certification, the company applies advanced and innovative technology with natural low burden, low sugar or sugarless content, and no added artificial chemicals as well as takes into account both delicious taste and nutrition.

  • Quality management will be upgraded again. In addition to continuous supply chain quality management, the company will also strengthen self-inspection capability to provide consumers with reassurance.

  • (4) Competition situation

  • With the emphasis on prevention of disease and healthcare, the market for nutrition and healthcare products is booming and attracts many biotech healthcare and food companies at home and abroad to invest for development. With low entry threshold, there is a fierce competition in the market.

  • With the expansion of channels, it has developed self-brand products by relying on the advantages of its own sales channels, which put pressure on the survival and profitability of other manufacturers.

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  - The food market tends to be saturated, which demands the development of products that are more in line with consumers' expectations. And competition among peers is more intense with raised product threshold.
  • 4.3 Technology research and development

  • (1) Technologies and products that have been successfully developed with R&D expenses incurred in the most recent year and as of the date of publication of the annual report:

    • (I). Launch of New Complete Nutrition Products -

      • Complete Nutrition Food - special care balanced nutrition formula with low-sugar taste has been launched.

Complete Nutrition Food - fiber valley with low-sugar taste has been launched.

Complete Nutrition Food - sugar-free special formula for protecting diabetes has been launched.

Complete Nutrition Food - 100 chromium sugar-free formula applicable for diabetes has been launched.

Complete Nutrition Food - vegetable protein formula has been launched.

  • (II). Launch of New Milk Powder Products -

High Calcium Glucosamine Milk Powder (the version with health certification) has been launched.

High Calcium Family Milk Powder, ProBaby and Children's Milk with Probiotics have been initially launched.

Mom's Milk with Probiotics, Children's Milk with Probiotics, Student's Milk with Probiotics, and Immu Advanced Children Formula have been upgraded and launched.

  • (III). Launch of New Cereal Products -

New products including 3 pieces of Quaker SoRight, 5 pieces of Quaker Mixed Grains & Nuts Drink, 4 pieces of Quaker SAKU SAKU, and seafood congee have been upgraded and launched.

Quaker Coix Seed Milk has been launched.

  • (IV). Launch of New Tonic Products -

Formula of Quaker Ginseng Drink (honey), Quaker Korean Ginseng Tonic, and Quaker Ginseng Drink (warm grass) have been upgraded.

New products of Quaker 5X Ginseng, Quaker 5X Ginseng Drink (honey), and Quaker 5X Ginseng Drink (warm grass) have been launched.

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  • (V). Completion of Research on Process Package Material - Research on PP package material for resisting photoresist oxygen has completed - a package material meeting requirements has been developed.

The refined research on process of sterilization kettle for Completion products has been completed - it has been used in the formal process.

Research on new process (fixing particles) of cereal has been completed - it has been used in new products.

  • (2) R&D plans in the most recent year:

    • I. Research on application of crystal ball coating.

    • II. Development of formula of sleeping drink.

    • III. Establishment of Aventhramides analysis method for oat milk.

    • IV. The effect of UHTs on the quality of Completion products.

    • V. Research on drum drying and spraying equipment.

    • VI. Research on instant oats with different tastes.

    • VII. R&D of functional candy series.

    • VIII. Development of PE cover feeder.

    • IX. Development of a method for fixing solid particles to dry flakes.

  • 4.4 Long-term and Short-term Business Development Plans

  • (1) Short-term Business Development Plans

  • I. Brand rejuvenation: In addition to consolidating the main customer base existed, it should also pay attention to the needs of young people, grasping changes in consumption trends, and developing products suitable for them.

  • II. Increase the intensity of online marketing: To push and broadcast preferential consumption information and activities from time to time through official account on communication software and official website Standard Health GO to provide consumers a more friendly consumption experience and ensure customer adhesion.

  • III. To continuously improve product quality, refine production technology, and pursue production efficiency.

  • (2) Long-term Business Development Plans

  • I. In addition to continuing to dig deep into Chinese and Taiwanese markets, we will push our products to the international market so that international friends can know our products as well as see our efforts and pride.

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  • II. To continue to invest in brand management to deepen consumers' trust and affection for brands.

  • III. We will continue to develop new products, reduce barriers for consumers to choose similar products and provide consumers with more high-quality products by applying for health certification of those products.

Chairman: Ter-Fung Tsao Manager: Arthur Tsao Accounting Supervisor: Chris Hong

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Attachement 2 2019 Audit Committee’s review report

Standard Foods Corporation

Audit Committee’s Audit Report

The Board has submitted the Company’s 2019 business report, consolidated and individual financial statements and earnings distribution proposal, where consolidated and individual financial statements have been audited by CPA Tza-Li Kung and CPA Ching-Chen Yang of Deloitte Touch Tohmatsu through the appointment by the Board and an audit report has been issued accordingly.

The aforementioned business report, consolidated and individual financial statements and earnings distribution proposal have been audited by the undersigned and are considered in the conformity with applicable laws and regulations. Therefore, the Audit Committee’s Audit Report is hereby issued in accordance with Article 14-4 of the Securities and Exchange Law and Article 219 of the Company Law.

Please kindly review and approve

To:

Standard Foods Corporation 2020 General Shareholders Meeting

Standard Foods Corporation

Audit Committee Convener: Ben Chang

March 20, 2020

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Attachement 3 INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Standard Foods Corporation

Opinion

We have audited the accompanying financial statements of Standard Foods Corporation (the“Company”), which comprise the balance sheets as of December 31, 2019 and 2018, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, 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 of the consolidated financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the consolidated financial statements for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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,

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and we do not provide a separate opinion on these matters.

The key audit matter identified in the Company’s financial statements for the year ended December 31, 2019 is stated as follows:

Evaluation of Inventory

The products of the Company mainly include nutritional foods, edible oils, dairy products, and beverages. Management estimated the allowance for impairment loss of inventory of various products based on the current market condition and historical sales experience. Refer to Notes 4, 5 and 11 to the financial statements for detailed information related to assessment of inventory. Because the assessment of impairment loss of inventory involves management’s critical accounting estimates and judgments, we considered the assessment of the allowance for impairment loss of inventory to be a key audit matter.

The audit procedures that we performed in response to the abovementioned key audit matter included obtaining information pertaining to the lower of cost or net realizable value (LCNRV), sampling the projected pricing information to the most recent sales record to assess the reasonableness of the judgment on LCNRV, and collecting the related documentations on obsolete inventory to assess the appropriateness of methodology adopted in the calculation of the impairment loss of inventory.

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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers, 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

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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 auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain 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 Group’s internal control.

  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 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.

  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.

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  1. Obtain sufficient and appropriate audit evidence regarding the financial information of 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 financial statements for the year ended December 31, 2019 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 Tza-Li Gung and Ching-Cheng Yang.

Deloitte & Touche Taipei, Taiwan Republic of China March 18, 2020

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

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STANDARD FOODS CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income -
current (Note 8)
Financial assets at amortized cost - current (Note 9)
Notes receivable (Notes 10 and 23)
Trade receivables from unrelated parties (Notes 10 and 23)
Trade receivables from related parties (Note 29)
Other receivables (Note 10)
Other receivables from related parties (Note 29)
Inventories (Note 11)
Prepayments (Note 12)
Other current assets (Note 18)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current
(Note 7)
Financial assets at fair value through other comprehensive income -
non-current (Note 8)
Investments accounted for using the equity method (Note 13)
Property, plant and equipment (Note 14)
Right-of-use assets (Note 15)
Other intangible assets (Note 17)
Deferred tax assets (Note 25)
Other non-current assets (Note 18)
Total non-current assets
TOTAL
2019 2018
Amount
%
$624,431
3
556,393
3
21,825
-
1,610,195
8
-
2,148,846
11
141,484
1
15,523
-
3,242
-
1,926,771
10
242,149
1
15,348
-
7,306,207
37
7,575
-
81,342
-
10,339,942
53
1,372,629
7
84,295
1
2,943
-
378,132
2
23,123
-
12,289,981
63
$19,596,188
100
Amount
%
$798,695
4
457,500
3
18,926
-
982,763
5
567
-
1,984,166 11
174,492
1
69,246
-
3,958
-
1,833,004 10
281,679
2
20,410
-
6,625,406
36
7,315
-
102,900
-
9,865,439 54
1,420,548
8

-
1,672
-
315,024
2
18,153
-
11,731,051
64
$18,356,457
100
(Continued)

-19-

STANDARD FOODS CORPORATION

BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Contract liabilities - current (Note 23)
Notes payable (Note 19)
Trade payables (Note 19)
Trade payables to related parties (Note 29)
Other payables (Note 20)
Current tax liabilities (Note 25)
Lease liabilities - current (Note 15)
Finance lease payables - current
Other current liabilities (Note 20)
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities (Note 25)
Lease liabilities - non-current (Note 15)
Finance lease payables - non-current
Net defined benefit liabilities (Note 21)
Other non-current liabilities (Note 20)
Total non-current liabilities
Total liabilities
EQUITY (Note 22)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
TOTAL
2019 2018
Amount
%


$15,035
-
577
-
876,262
5
26,141
-
1,041,136
5
391,748
2
25,349
-
-
-
8,284
-
2,384,532
12


265,870
2
56,304
-
-
211,205
1
150
-
533,529
3
2,918,061
15


9,150,897
47
109,718
-

2,945,412
15
330,945
2
4,739,831
24
8,016,188
41
(577,494)
(3)
(21,182)
-
16,678,127
85


$19,596,188
100
Amount
%
$7,995
-
9,348
-
885,178
5
13,656
-
1,004,863
5
289,077
2
-
-
1,499
-
8,459
-
2,220,075
12
134,429
1
-
3,631
-
191,196
1
200
-
329,456
2
2,549,531
14
9,150,897
50
93,045
-
2,650,503 15
260,426
1
4,004,182
22
6,915,111
38
(330,945)
(2)
(21,182)
-
15,806,926
86
$18,356,457
100

The accompanying notes are an integral part of the financial statements. (Concluded)

-20-

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Sales (Notes 23 and 29)
OPERATING COSTS
Cost of goods sold (Notes 11, 24 and 29)
GROSS PROFIT
OPERATING EXPENSES (Note 24)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain
Total operating expenses
OPERATING INCOME
NON-OPERATING INCOME AND EXPENSES
Other income (Notes 24 and 30)
Other gains (Notes 16 and 24)
Finance costs (Note 24)
Share of the profit of subsidiaries
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 25)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Note 21)
Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
2019
Amount
%
$ 13,139,944 100
8,469,936
64

4,670,008
36

1,223,016
9
397,433
3
94,429
1
(95)

-

1,714,783
13

2,955,225
23

34,756
-
3,468
-
(1,339)
-
1,191,976

9

1,228,861

9

4,184,086 32
767,989

6

3,416,097
26

(20,000)
-
(18,658)
-
2018




























Amount
%
$ 12,187,907 100
8,105,610
66
4,082,297
34

1,279,292 10

329,152
3

104,193
1
(404)

-
1,712,233
14
2,370,064
20

30,011
-

379,164
3

(685)
-
708,607

6
1,117,097

9

3,487,161 29
538,072

5
2,949,089
24

1,343
-

(28,444)
-
(Continued)

-21-

STANDARD FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Share of the other comprehensive income (loss) of
subsidiaries accounted for using the equity
method
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 25)
Total items that will not be reclassified
subsequently to profit or loss
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translating the
financial statements of foreign operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 25)
Total items that may be reclassified
subsequently to profit or loss
Other comprehensive loss for the year, net
of income tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
EARNINGS PER SHARE (Note 26)
Basic
Diluted
2019
Amount
%
$ 40,644
-
4,338

-

6,324

-

(350,212) (3)
70,043

1

(280,169)
(2)

(273,845)
(2)

$ 3,142,252
24

$ 3.76
$ 3.76
2018













Amount
%
$ (10,429)
-
7,834

-
(29,696)

-

(146,450) (1)
40,164

-
(106,286)
(1)
(135,982)
(1)
$ 2,813,107
23
$ 3.25
$ 3.24




The accompanying notes are an integral part of the financial statements.

(Concluded)

-22-

STANDARD FOODS CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
Ordinary
Shares
BALANCE AT JANUARY 1, 2018
$ 9,150,897
Effect of retrospective application and retrospective
restatement

-

BALANCE AT JANUARY 1, 2018 AS RESTATED
9,150,897

Appropriation of 2017 earnings
Legal reserve

-

Cash dividends to shareholders

-

Share dividends to shareholders

-

Adjustment of capital surplus for the Company's cash
dividends received by subsidiaries

-

Actual acquisitions of interests in subsidiaries

-

Net profit for the year ended December 31, 2018
-
Other comprehensive income (loss) for the year ended
December 31, 2018, net of income tax

-

Total comprehensive income (loss) for the year ended
December 31, 2018

-

Disposals of investments in equity instruments designated
as at fair value through other comprehensive income

-

BALANCE AT DECEMBER 31, 2018
9,150,897

Appropriation of 2018 earnings
Legal reserve

-

Special reserve

-

Cash dividends to shareholders

-

Adjustment of capital surplus for the Company's cash
dividends received by subsidiaries

-

Net profit for the year ended December 31, 2019
-
Other comprehensive income (loss) for the year ended
December 31, 2019, net of income tax

-

Total comprehensive income (loss) for the year ended
December 31, 2019

-

BALANCE AT DECEMBER 31, 2019
$ 9,150,897

The accompanying notes are an integral part of the financial statements.
Capital
Surplus
$ 83,124

-

83,124

-

-

-

13,339

(3,418)

-

-

-

-

93,045

-

-

-

16,673

-

-

-
$ 109,718
**Retained Earnings ** Other Equity Total
$ (260,426 )

22,584


(237,842)


-


-


-


-


48,233

-

(141,022)


(141,022)


(314)


(330,945)


-


-


-


-

-

(246,549)


(246,549)

$ (577,494)
Treasury
Shares
Total Equity
$ (21,182 ) $14,785,740

-

24,598

(21,182)
14,810,338

-

-

-

-

-
(1,830,179)

-

13,339

-

321
-
2,949,089

-

(135,982)

-
2,813,107

-

-

(21,182)
15,806,926

-

-

-

-

-
(2,287,724)

-

16,673
-
3,416,097

-

(273,845)

-
3,142,252
$ (21,182)
$16,678,127
Exchange
Differences on
Translating the
Financial
Statements of
Unrealized
Gain (Loss) on
Available-for-
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
sale Financial
Assets
Comprehensive
Income
$ (307,846 )
$ 94,390 $ -


-

(94,390)

116,974


(307,846)

-

116,974


-

-

-


-

-

-



-

-

-


-

-

-



1,263

-

-


-
-
-

(106,286)

-

(34,736)


(106,286)

-

(34,736)


-

-

(314)


(412,869)

-

81,924


-

-

-


-

-

-



-

-

-


-

-

-


-
-
-


(280,169)

-

33,620


(280,169)

-

33,620

$ (693,038)
$ -
$ 115,544
Other
$ (46,970 )

-


(46,970)


-


-


-


-


46,970

-

-


-


-


-


-


-


-


-

-

-


-

$ -
Legal Reserve
$ 2,433,199


-

2,433,199


217,304


-


-


-


-

-

-


-


-

2,650,503


294,909


-


-


-

-

-


-

$ 2,945,412
Special
Reserve
Unappropriated
Earnings
$ 81,797
$ 3,318,331


-

2,014


81,797
3,320,345


-

(217,304)


178,629

(178,629)


-
(1,830,179)


-

-


-

(44,494)

-
2,949,089


-

5,040


-
2,954,129


-

314


260,426
4,004,182


-

(294,909)


70,519

(70,519)


-
(2,287,724)


-

-

-
3,416,097


-

(27,296)


-
3,388,801

$ 330,945
$ 4,739,831
Total
$ 5,833,327

2,014
5,835,341

-

-
(1,830,179)

-

(44,494)
2,949,089

5,040
2,954,129

314
6,915,111

-

-
(2,287,724)

-
3,416,097

(27,296)
3,388,801
$ 8,016,188

-23-

STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net gain on fair value changes of financial assets and liabilities
designated as at fair value through profit or loss
Finance costs
Interest income
Dividend income
Share of the profit of subsidiaries

Net loss on disposal of property, plant and equipment
Gain on disposal of investment properties
Impairment losses recognized on property, plant and quipment
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through
profit or loss
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Trade payables
Trade payables to related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations

Interest received
Interest paid
Income tax paid

Net cash generated from operating activities


2019
2018
$ 4,184,086
$ 3,487,161
222,087
187,440
11,998
10,323
(95)
(404)
(4,098)
(5,178)
1,339
685
(22,823)
(15,502)
(2,787)
(3,847)
(1,191,976)
(708,607)
2,087
1,341
-
(369,427)
-
18,035
(95,054)
(453,269)
567
2,179
(164,585)
(237,260)
33,008
1,474
55,058
(53,660)
715
(1,665)
(93,767)
55,669
39,532
22,394
5,061
(3,892)
7,040
6,131
(8,771)
8,320
(8,917)
159,961
12,485
10,387
36,273
193,562
(175)
(14,333)
8

(114,458)
3,018,296
2,183,560
21,489
13,223
(1,339)
(685)
(522,605)

(427,304)
2,515,841
1,768,794
(Continued)

-24-

STANDARD FOODS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost

Refund of financial assets at amortized cost

Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Payments for intangible assets
Proceeds from disposal of investment properties
(Increase) decrease in other financial assets
Increase in other non-current assets
Dividends received from subsidiaries
Other dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in guarantee deposits received
Increase in finance lease payables
Dividends paid to owners of the Company

Repayment of the principal portion of lease liabilities
Acquisition of interest in subsidiaries

Net cash used in financing activities

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2019
-
(2,768,840)

2,141,408
$ (159,044)

1,131
(7,564)
-
(3,441)
(7,235)
424,580
2,787

(376,218)

(50)
-
(2,287,724)

(26,113)
-

(2,313,887)

(174,264)
798,695

$ 624,431
2018
799
(1,282,163)
750,700
$ (218,023)
558
(4,881)
495,580
1,169
(4,219)
467,351
3,847
210,718
(855)
5,130
(1,830,179)
-
(1,974)
(1,827,878)
151,634
647,061
$ 798,695



The accompanying notes are an integral part of the financial statements.

(Concluded)

-25-

Attachement 4 INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Standard Foods Corporation

Opinion

We have audited the accompanying consolidated financial statements of Standard Foods Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies(collectively referred to as the “consolidated financial statements”).

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, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the consolidated financial statements for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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, and we

-26-

do not provide a separate opinion on these matters.

The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2019 is stated as follows:

Evaluation of Inventory

The products of the Group mainly include nutritional food, edible oils, dairy products, and beverages. Management estimated the allowance for impairment loss of inventory of various products based on the current market condition and historical sales experience. Refer to Notes 4, 5, and 12 to the consolidated financial statements for detailed information related to assessment of inventory. Because the assessment of impairment loss of inventory involves management’s critical accounting estimates and judgments, we considered the assessment of the allowance for impairment loss of inventory to be a key audit matter.

The audit procedures that we performed in response to the abovementioned key audit matter included obtaining information pertaining to the lower of cost or net realizable value (LCNRV), sampling the projected pricing information to the most recent sales record to assess the reasonableness of the judgment on LCNRV, and collecting the related documentations on obsolete inventory to assess the appropriateness of methodology adopted in the calculation of the impairment loss of inventory.

Other Matter

We have also audited the parent company only financial statements of Standard Foods Corporation as of and for the years ended December 31, 2019 and 2018 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 the Regulations Governing the Preparation of Financial Rports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect 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.

-27-

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 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 auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Indentify 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.

  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 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.

  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.

-28-

  1. Obtain sufficient and appropriate audit evidence regarding the financial information of 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 for the year ended December 31, 2019 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 Tza-Li Gung and Ching-Cheng Yang.

Deloitte & Touche Taipei, Taiwan Republic of China March 18, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

-29-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss - current (Note 7)
Financial assets at fair value through other comprehensive income -
current (Note 8)
Financial assets at amortized cost - current (Note 9)
Notes receivable (Notes 10 and 26)
Trade receivables (Notes 10 and 26)
Lease receivables - current (Note 11)
Finance lease receivables - current (Note 11)
Other receivables (Note 10)
Current tax assets (Note 28)
Inventories (Note 12)
Prepayments (Note 13)
Other current assets (Notes 20 and 36)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current
(Note 7)
Financial assets at fair value through other comprehensive income -
non-current (Note 8)
Property, plant and equipment (Notes 15 and 36)
Right-of-use assets (Note 16)
Investment properties (Notes 17 and 36)
Goodwill
Other intangible assets (Note 18)
Deferred tax assets (Note 28)
Lease receivables - non-current (Note 11)
Finance lease receivables - non-current (Note 11)
Net defined benefit assets
Long-term prepayments for leases (Note 19)
Other non-current assets (Notes 20 and 36)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 21 and 36)
Short-term bills payable (Note 21)
Contract liabilities - current (Note 26)
Notes payable (Note 22)
Trade payables (Note 22)
2019
Amount
%


$ 3,705,903
15
667,673
3
186,711
1
2,206,805
9
2,977
-
6,439,550
25
-
-
2,775
-
193,083
1
46,114
-
3,646,984
14
1,385,226
5

29,384
-
18,513,185
73


7,575
-
189,695
1
5,125,312
20
699,679
3
122,492
-
818
-
67,269
-
473,398
2
-
-
26,948
-
919
-
-
-

260,975
1
6,975,080
27
$25,488,265
100



$ 1,382,955
6
99,968
1
326,644
1
316,444
1
2,014,619
8
2018

































Amount
%



$ 2,589,952
11

617,790
2
154,439
1

1,505,913
6

2,887
-

6,161,079
26

2,640
-

-
-

222,129
1

13,349
-

4,199,286
17

1,615,672
7
21,911
-

17,107,047
71

7,315
-
167,260
1

5,478,238
23

-
-

110,776
-

818

72,232

400,746
2

29,724
-

-
-

2,564
-

381,081
2
239,855
1
6,890,609
29
$ 23,997,656
100

$ 1,731,478
7

119,904
-

360,115
2

131,916
1

2,162,745
9
(Continue)

-30-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

2019
2018
Amount
%
Amount
%
Trade payables to related parties (Note 35)
26,141
-
8,602
-
Other payables (Note 23)
2,850,674 11
2,609,886 11
Current tax liabilities (Note 28)
547,018
2
337,835
1
Lease liabilities - current (Note 16)
83,119
-
-
-
Current portion of long-term borrowings (Notes 21 and 36)
6,000
-
12,000
-
Finance lease payables - current
-
-
2,137
-
Other current liabilities (Note 23)
28,501
-
34,316
-
Total current liabilities
7,682,083
30

7,510,934
31

NON-CURRENT LIABILITIES

Long-term borrowings (Notes 21 and 36)
-
-
15,000
-
Deferred tax liabilities (Note 28)
268,813
1
136,123
1
Lease liabilities - non-current (Note 16)
264,496
1
-
-
Finance lease payables - non-current
-
-
4,809
-
Net defined benefit liabilities
299,204
2
265,770
1
Other non-current liabilities (Note 23)
22,978
-
24,695
-
Total non-current liabilities
855,491
4
446,397
2

Total liabilities
8,537,574
34

7,957,331
33

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note
25)
Ordinary shares
9,150,897
36
9,150,897
38
Capital surplus
109,718
-
93,045
-
Retained earnings
Legal reserve
2,945,412
11
2,650,503 11
Special reserve
330,945
1
260,426
1
Unappropriated earnings
4,739,831
19
4,004,182
17
Total retained earnings
8,016,188
31

6,915,111
29
Other equity
(577,494)
(2)

(330,945)
(1)
Treasury shares
(21,182)
-
(21,182)
-
Total equity attributable to owners of the Company
16,678,127
65
15,806,926 66

NON-CONTROLLING INTERESTS (Note 25)
272,564
1
233,399
1
Total equity
16,950,691
66

16,040,325
67

TOTAL
$25,488,265
100
$ 23,997,656
100
The accompanying notes are an integral part of the consolidated financial statements.
2018

(Concluded)

-31-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE
Sales (Note 26)

OPERATING COSTS
Cost of goods sold (Notes 12, 27 and 35)

GROSS PROFIT

OPERATING EXPENSES (Note 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Other income (Note 27)
Other gains (Notes 19 and 27)
Finance costs (Note 27)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 28)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 28)

Total items that will not be reclassified
subsequently to profit or loss
2019
Amount
%
$ 31,266,232 100
21,635,219
69

9,631,013
31

3,967,158 13
1,078,836
4
148,384
-
12,762

-

5,207,140
17

4,423,873
14

110,737
1
60,803
-
(46,879)

-

124,661

1

4,548,534 15
1,093,698

4

3,454,836
11

(36,667)
-
54,764
-
7,671

-

25,768

-
2018






























Amount
%
$ 27,340,587 100
19,086,242
70
8,254,345
30

4,010,005 15

921,459
3

167,794
-
5,251

-
5,104,509
18
3,149,836
12

71,957
-

535,184
2
(80,745)

-
526,396

2

3,676,232 14
707,925

3
2,968,307
11

(6,336)
-

(36,460)
-
11,060

-
(31,736)

-
(Continued)

-32-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translating the
financial statements of foreign operations

Income tax relating to the items that may be
reclassified subsequently to profit or loss
(Note 28)

Total items that may be reclassified
subsequently to profit or loss

Other comprehensive loss for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 29)
Basic
Diluted
2019
Amount
%
$ (351,999) (1)
70,042

-

(281,957)
(1)

(256,189)
(1)

$ 3,198,647
10

$ 3,416,097 11
38,739

-

$ 3,454,836
11

$ 3,142,252 10
56,395

-

$ 3,198,647
10

$ 3.76
$ 3.76
2018




















Amount
%
$ (147,177) (1)
40,164

-
(107,013)
(1)
(138,749)
(1)
$ 2,829,558
10
$ 2,949,089 11
19,218

-
$ 2,968,307
11
$ 2,813,107 10
16,451

-
$ 2,829,558
10
$ 3.25
$ 3.24




The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

-33-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2018
Effect of retrospective application and retrospective
restatement
BALANCE AT JANUARY 1, 2018 AS RESTATED
Appropriation of 2017 earnings
Legal reserve
Special reserve
Cash dividends to shareholders
Adjustment of capital surplus for the Company's cash
dividends received by subsidiaries
Actual acquisitions of interests in subsidiaries
Decrease in non-controlling interests
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018, net of income tax
Total comprehensive income (loss) for the year ended
December 31, 2018
Disposal of investments in equity instruments
designated as at fair value through other
comprehensive income
BALANCE AT DECEMBER 31, 2018
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends to shareholders
Adjustment of capital surplus for the Company's cash
dividends received by subsidiaries
Decrease in non-controlling interests
Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year ended
December 31, 2019, net of income tax
Total comprehensive income (loss) for the year ended
December 31, 2019
BALANCE AT DECEMBER 31, 2019
Equity Attributable to Owners of the Company Non-control
ling
Total
Interests
Total Equity
$14,785,740 $ 237,868 $15,023,608

24,598

19,289

43,887
14,810,338

257,157
15,067,495

-

-

-

-

-

-
(1,830,179)

-
(1,830,179)

13,339

-

13,339

321

(11,491)

(11,170)

-

(28,718)

(28,718)
2,949,089
19,218 2,968,307
(135,982)

(2,767)
(138,749)
2,813,107

16,451
2,829,558

-

-

-
15,806,926

233,399
16,040,325

-

-

-

-

-

-
(2,287,724)

-
(2,287,724)

16,673

-

16,673

-

(17,230)

(17,230)
3,416,097
38,739 3,454,836
(273,845)

17,656
(256,189)
3,142,252

56,395
3,198,647
$16,678,127
$ 272,564
$16,950,691






















Ordinary
Shares
$9,150,897

-

9,150,897


-


-


-


-


-


-

-

-


-


-

9,150,897


-


-


-


-


-

-

-


-

$9,150,897
Capital
Surplus
$ 83,124

-

83,124

-

-

-

13,339

(3,418)

-

-

-

-

-

93,045

-

-

-

16,673

-

-

-

-
$ 109,718
**Retained Earnings ** Other Equity
Exchange
Differences on
Translating the
Financial
Statements of
Unrealized Gain
(Loss) on
Available-for-
Unrealized Gain
(Loss) on Financial
Assets at Fair
Value Through
Other
Foreign
Operations
sale Financial
Assets
Comprehensive
Income
$ (307,846)
$ 94,390
$ -


-

(94,390)

116,974

(307,846)

-

116,974


-

-

-


-

-

-


-

-

-


-

-

-


1,263

-

-


-

-

-


-
-
-
(106,286)

-

(34,736)

(106,286)

-

(34,736)


-

-

(314)

(412,869)

-

81,924


-

-

-


-

-

-


-

-

-


-

-

-


-

-

-


-
-
-
(280,169)

-

33,620

(280,169)

-

33,620

$ (693,038)
$ -
$ 115,544
Other
Total
$ (46,97 $ (260,426)


22,584


(46,97
(237,842)



-



-



-



-


46,97

48,233



-

-

(141,022)


(141,022)



(314)


(330,945)



-



-



-



-



-

-

(246,549)


(246,549)

$ $ (577,494)
Treasury
Shares
$ (21,182)

-


(21,182)


-


-


-


-


-


-


-

-


-


-


(21,182)


-


-


-


-


-


-

-


-

$ (21,182)























Legal
Reserve
$2,433,199

-

2,433,199


217,304


-


-


-


-


-


-

-


-


-

2,650,503


294,909


-


-


-


-


-

-


-

$2,945,412
Special
Reserve
Unappropria
ted Earnings
$ 81,797 $3,318,331

-

2,014


81,797
3,320,345


-
(217,304)


178,629
(178,629)


-
(1,830,179)


-

-


-

(44,494)


-

-


- 2,949,089

-

5,040


-
2,954,129


-

314


260,426
4,004,182


-
(294,909)


70,519

(70,519)


-
(2,287,724)


-

-


-

-


- 3,416,097

-

(27,296)


-
3,388,801

$ 330,945
$4,739,831
Total
$5,833,327

2,014
5,835,341

-

-
(1,830,179)

-

(44,494)

-
2,949,089

5,040
2,954,129

314
6,915,111

-

-
(2,287,724)

-

-
3,416,097

(27,296)
3,388,801
$8,016,188

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

-34-

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables
Net gain loss on fair value changes of financial assets and
financial liabilities at fair value through profit or loss
Finance costs
Interest income
Dividend income
Loss on disposal of property, plant and equipment
Loss (gain) on disposal of investment properties
Impairment losses recognized on property, plant and
equipment
Others
Changes in operating assets and liabilities
Financial assets mandatorily classified as fair value through
profit or loss
Notes receivable
Trade receivables
Other receivables
Inventories
Prepayments
Other current assets
Accrued pension assets
Contract liabilities
Notes payable
Trade payables
Trade payables - related parties
Other payables
Other current liabilities
Net defined benefit liabilities

Cash generated from operations

Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost

Refund of financial assets at amortized cost

Payments for property, plant and equipment
2019
$ 4,548,534

574,798
54,237
12,762
(7,812)
46,879
(74,819)
(11,231)
37,346
4,268
-
(19)
(42,330)
(204)
(418,070)
30,739
490,995
185,019
(7,472)
1,645
(21,368)
196,093
(121,831)
17,540
298,026
(5,242)
(3,124)

5,785,359

72,781
(50,799)
(780,867)

5,026,474

-
(3,588,919)
2,879,221
(405,804)
2018
$ 3,676,232
473,373
53,528
5,251

(22,339)
80,745

(39,917)

(10,584)
8,243
(369,427)
18,035

-

(561,425)

1,920
(1,134,594)
(62,972)
326,026
38,204

454
(1,134)

154,687
34,401

666,896
5,332
234,594

(146,238)
(113,121)
3,316,170
36,998

(78,814)
(635,107)
2,639,247
2,621
(1,512,643)
820,126

(386,244)
(Continued)
  • 35 -

STANDARD FOODS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment

Proceeds from disposal of investment properties
Payments for intangible assets
Increase in finance lease receivables
Decrease in finance lease receivables
Increase in other financial assets
Decrease in other financial assets
Increase in other non-current assets
Decrease in other non-current assets
Other dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase in short-term bills payable
Decrease in short-term bills payable
Payments for long-term borrowings
Increase in finance lease payables
Repayment of the principal portion of lease liabilities
Increase in other financial liabilities
Decrease in other financial liabilities
Decrease in other non-current liabilities
Dividends paid to owners of the Company

Acquisition of subsidiaries

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2019
$ 20,095

-
(7,564)
-
2,640
(13,000)
-
-
2,296
11,006

(1,100,029)

(301,316)
-
(19,936)
(21,000)
-
(73,714)
705
-
(1,757)
(2,288,281)
-

(2,705,299)

(105,195)

1,115,951
2,589,952

$ 3,705,903
2018
$ 13,913
495,580

(5,572)
(36,290)
38,701

-
21,101
(22,340)
-
10,584
(560,463)

(555,347)
19,951

-

(12,000)
4,067

-
-
(28,458)

(687)
(1,845,558)
(59,682)
(2,477,714)
(163,800)
(562,730)
3,152,682
$ 2,589,952

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

  • 36 -

Attachement 5 Comparison table for the amendments of Operational Procedures for Endorsements and Guarantees

STANDARD FOODS CORPORATION

Comparison table for the amendments of Operational Procedures for Endorsements and Guarantees

Article Article after Amendment Article before Amendment Reason
10:
Announcement and reporting procedures
~~…....~~
2. Other than announcing and
reporting the balance of
endorsements / guarantees
every month, where such
balance reaches one of the
following thresholds,
announcement and report,
affixed with related materials,
shall be made within two days
commencing immediately from
the day of occurrence of such
event:
(i) The balance of endorsements /
guarantees of the Company
and its subsidiaries reaches
fifty percent (50%) of the
Company’s net worth in its
latest financial statement.
(ii)The balance of endorsements /
guarantees of the Company
and its subsidiaries to a single
enterprise reaches twenty
percent (20%) of the Company’s
net worth in its latest financial
statement.
(iii)The balance of
endorsements/guarantees of
the Company and its
subsidiaries to a single
enterprise reaches more than
ten million New Taiwan Dollars
(NT$ 10,000,000) and the
aggregate amount of the
Company’s endorsements /
guarantees for,carrying
amount of investment
accounted for using the
equity method of, and
balance of loans to the single
enterprise reaches thirty
percent (30%) of the Company’s
net worth in its latest financial
statement.
~~…....~~
2. Other than announcing and
reporting the balance of
endorsements / guarantees
every month, where such
balance reaches one of the
following thresholds,
announcement and report,
affixed with related materials,
shall be made within two days
commencing immediately from
the day of occurrence of such
event:
(i) The balance of endorsements /
guarantees of the Company
and its subsidiaries reaches
fifty percent (50%) of the
Company’s net worth in its
latest financial statement.
(ii)The balance of endorsements /
guarantees of the Company
and its subsidiaries to a single
enterprise reaches twenty
percent (20%) of the Company’s
net worth in its latest financial
statement.
(iii) The balance of endorsements
/ guarantees of the Company
and its subsidiaries to a single
enterprise reaches more than
ten million New Taiwan Dollars
(NT$ 10,000,000) and the
aggregate amount of the
Company’s endorsements /
guarantees for,investment of a
long-term nature in,and
balance of loans to the single
enterprise reaches thirty
percent (30%) of the Company’s
net worth in its latest financial
statement.
In response to the Regulations Governing Loaning of Funds and Making
of Endorsements / Guarantees by Public Companies

-37-

Article Article after Amendment Article before Amendment Reason
12:
Effectiveness and amendment
In the event of amendment to the
Procedures or deliberation of
individual cases, the opinions of
all independent directors shall be
fully considered andtheir
position of agreement or
disagreement or reservations,
along with their reasons thereof,
shall be recorded in the minutes
of the Board meeting.
The Procedures shall be review
of one-half or more of all the
Audit Committee and effective
upon approval by the Board of
Directors,and ratification of the
shareholders’ meeting. In the
event that any director expresses
objections to the proposed
Procedures which have been put
on record or given in a written
statement, the Board of Directors
shall submit the objections to the
Audit Committee for review and
shareholders’ meeting for
discussion. The same applies in
the case of an amendment.
Anything not covered in these
Operation Procedures for
Endorsements and Guarantees
will be made in accordance
with the last regulations
promulgated by the competent
authority.
In the event of amendment to the
Procedures or deliberation of
individual cases, the opinions of
all independent directors shall be
fully considered and their
position of agreement or
disagreement,along with their
reasons thereof, shall be recorded
in the minutes of the Board
meeting.
The Procedures shall be
effective upon approval by the
Board of Directors, review of
the Audit Committee, and
ratification of the shareholders’
meeting. In the event that any
director expresses objections to
the proposed Procedures which
have been put on record or given
in a written statement, the Board
of Directors shall submit the
objections to the Audit
Committee for review and
shareholders’ meeting for
discussion. The same applies in
the case of an amendment.
In response to the amendment of Regulations Governing Loaning of Funds and Making
of Endorsements / Guarantees by Public Companies

-38-

Attachement 6 Comparison table for the amendments of Procedures for Loaning of Funds to Other Parties

STANDARD FOODS CORPORATION

Comparison table for the amendments of Procedures for Loaning of Funds to Other Parties

Article Article after Amendment Article before Amendment Reason
3: Evaluation standards for
loaning of funds to others
~~…....~~
Foreign companies in which the
Company holds, directly or
indirectly, 100% of voting shares
or the aggregate amount of
loans extended by an overseas
company in which the
Company holds, directly or
indirectly, 100% of the voting
shares to the Company, may
lend funds to each other without
being restricted by provisions of
Paragraph 1 of Article 4 of the
Procedures. . Nevertheless, such
loans shall not exceed the 100%
net worth of the lender as
indicated in its latest financial
statement that has been verified
or reviewed by CPAs and shall
follow the financing period as
described in Article 5 of the
Procedures.
~~…....~~
Foreign companies in which the
Company holds, directly or
indirectly, 100% of voting shares
may lend funds to each other
without being restricted by
provisions of Paragraph 1 of
Article 4 of the Procedures. .
Nevertheless, such loans shall not
exceed the 100% net worth of the
lender as indicated in its latest
financial statement that has been
verified or reviewed by CPAs and
shall follow the financing period
as described in Article 5 of the
Procedures.
In response to the amendment of Regulations Governing Loaning of Funds
and Making of Endorsements / Guarantees by Public Companies

-39-

Article Article after Amendment Article before Amendment Reason
11: Effectiveness and amendment In the event of amendment to the
Procedures or deliberation of
individual cases, the opinions of
all independent directors shall be
fully considered andtheir
position of agreement or
disagreement or reservations,
along with their reasons thereof,
shall be recorded in the minutes
of the Board meeting.
The Procedures shall be review
of one-half or more of all the
Audit Committee and effective
upon approval by the Board of
Directors, and ratification of the
shareholders’ meeting. In the
event that any director expresses
objections to the proposed
Procedures which have been put
on record or given in a written
statement, the Board of Directors
shall submit those objections to
the Audit Committee for review
and shareholders’ meeting for
discussion. The same applies in
the case of an amendment.
Anything not covered in these
Operation Procedures for
Endorsements and Guarantees
will be made in accordance with
the last regulations
promulgated by the competent
authority.
In the event of amendment to the
Procedures or deliberation of
individual cases, the opinions of
all independent directors shall be
fully considered andtheir
position of agreement or
disagreement, along with their
reasons thereof, shall be recorded
in the minutes of the Board
meeting.
The Procedures shall be
effective upon approval by the
Board of Directors, review of
the Audit Committee, and
ratification of the shareholders’
meeting. In the event that any
director expresses objections to
the proposed Procedures which
have been put on record or given
in a written statement, the Board
of Directors shall submit those
objections to the Audit
Committee for review and
shareholders’ meeting for
discussion. The same applies in
the case of an amendment.
In response to the amendment of Regulations Governing Loaning of Funds
and Making of Endorsements / Guarantees by Public Companies

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